Incorporation in Mauritius

Type of company: There are two types of companies used for international tax planning. The first International Company or now called Global Business Company 2 [GBC 2] is similar to a British Virgin Island International Business Company and is non-resident for tax purposes. International company normally takes the form of company limited by shares.

The Offshore Company [GBC 2] is resident for tax purposes and can access Mauritius’ network of double tax treaties, provided that it is correctly structured and that the seat of management and control is Mauritius. The Companies Act, No. 57 of 1984 (Offshore Companies) The International Companies Act 1994 (International Companies)

GBC 2: registered shares, bearer shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights.

GBC 1: registered shares, preference shares, redeemable shares and shares with or without voting rights.

Who can incorporate: Registered Agent and Trust Company licensed by MOBA.

Time to incorporate: In most cases including reservation of name, a GBC 1 can be incorporated within 2-3 weeks whereas the GBC 2 takes 1 day only.

Registration fee: GBC1 pays registration fee of US$1500.00 regardless of the size of its capital. GBC 2 with an authorised capital up to US$100,000 pays US$100 per year, and GBC 2 with capital more than US$ 100,000 pay the sum of US$ 300 per year. GBC 2 that do not have a capital, or companies having some or all of their share capital with no par value, pay the sum of US$300 per year.

Shelf company availability: No for GBC 1 and yes for GBC 2.

Taxation: GBC 2 does not pay any tax on its world-wide profits to the Republic of Mauritius authorities.

GBC 1 registered before 30th June 1998 may elect to pay taxation at a rate between 0% and 35%.

A new Income Tax Act was passed in 1995. This Act provides for a uniform tax treatment for Offshore Companies registered after 30 June 1998 and local "incentive" companies which are taxed at 15%. However, foreign tax credits are available which reduces the amount of Mauritian tax charged. Existing Offshore Companies, however, may continue to elect to pay tax at any rate between 0-35% or opt for the new rate of 15%. The Foreign Tax Credit Regulations (under the Income Tax Act 1995) which came in to force on 20 July 1996 allow for foreign tax credit on the foreign sourced income of a Mauritian resident. In calculating the tax credits, the Regulations allow for the grossing up of the foreign source income, and provide in respect of foreign tax charged on dividend, credit for the underlying tax charged in the foreign country on profits out of which the dividend is paid. Additionally a long stop provision exists whereby a company that elects not to provide evidence of foreign tax paid benefits from a deemed tax credit and pays tax at 1.5%.

Minimum annual government fee: GBC1 pays annual fee of US$1500.00 regardless of the size of its capital. GBC 2 with an authorised capital up to US$100,000 pays US$100 per year, and GBC 2 with capital more than US$ 100,000 pay the sum of US$ 300 per year. GBC 2 that do not have a capital, or companies having some or all of their share capital with no par value, pay the sum of US$300 per year.

Disclosure of beneficial owner: GBC 1 - Yes. GBC 2 - No.

Bearer shares: Not permitted for GBC 1 but permitted for GBC 2.

Standard minimum paid up: None but our GBC 1 comes with two shares of US$1.00 per share and GBC 2 with one share of US$1.00 per share.

Standard authorised capital: GBC 1 - the normal authorised share capital is US$ 100,000 with all of the shares having a par value. GBC 2 - the normal authorised share capital is US$ 100,000 with all of the shares having a par value.

Permitted currency of capital: Any currency although in most cases the US$ is prevalent.

Minimum number of shareholders: GBC 1 requires a minimum of two shareholders or one if the company is to be a wholly owned subsidiary. GBC 2 requires a minimum of one shareholder.

Procedure to incorporate: International Company [GBC 2] - Submission of the Memorandum and Articles of Association and a Certificate from the Registered Agent confirming compliance with the requirements of the Ordinance.

Offshore Company [GBC 1] - Once name approval has been obtained three copies of the Memorandum and Articles of Association are submitted, together with a notice of the First Directors, Secretary and location of the Registered Office, and consent forms signed by the Officers.

Restrictions on trading: International Companies cannot trade within the Republic of Mauritius. The Ministry of Finance may allow Offshore Companies to undertake certain types of business in Mauritius.

Only Offshore Companies can undertake banking or insurance business or solicit funds from the public, if the relevant authorities have licensed them.

Power of companies: A company incorporated in the Republic of Mauritius has the same powers as a natural person.

Language of legislation and corporate documents: The legislation for Offshore Companies is in English and French whilst the legislation for International Companies is only in English. The documentation for both Offshore Companies and International Companies may be expressed in any language but must be accompanies by a certified English translation.

Shelf companies availability:

Offshore Company - No.

International Company - Yes.

Double Taxation Agreements: Mauritius has an extensive double tax treaty network which includes treaties with the following countries: India, Luxembourg, China, Germany, France, Indonesia, Oman, Pakistan, UK, Malaysia, Italy, Zimbabwe, Sweden, South Africa, Madagascar, Singapore, Swaziland, Botswana, Namibia, Sri Lanka and Kuwait. It should be noted that only an Offshore company may avail of Mauritius’ tax treaties.

Financial statement requirements: International Companies are required to maintain financial statements to reflect their financial position but are not required to file accounts with the authorities.

Offshore Companies are required to prepare audited financial statements, which must be filed with the Mauritius Offshore Business Activities Authority.

Directors: International Companies require a minimum of one director who may be natural persons or bodies corporate.

Offshore Companies require a minimum of two directors who must be natural persons. The directors of Mauritius companies need not be resident in Mauritius and may be of any nationality. For Offshore Companies wishing to obtain treaty relief resident directors are required.

Company secretary: An International Company may appoint a company secretary who may be a natural person or a body corporate, be of any nationality and need not be resident in Mauritius.

Offshore Companies require the appointment of a company secretary, who must be resident in Mauritius.

GBC 1 Corporate Data Sheet

GBC 2 Corporate Data Sheet

How can I get more information on company formation in Mauritius?

Please contact us if you wish to open a company in Mauritius and we will be pleased to discuss your Mauritius offshore company formation matters in greater detail.