Company Incorporation In Mauritius Must Be Studied Carefully.Company Incorporation In Mauritius Sounds Unlikely To Those Who Are Focused Only On Old World Offshore Centers! There are many ways for incorporation in Mauritius: 1. Category 1 and 2 Global Business Companies. 2. Collective Investment Schemes 3. Management Companies and Other Service Providers Click here to go from company incorporation in mauritius to advantage of incorporation 1. GLOBAL BUSINESS VEHICLES
i. a) Category 1 Global Business License [GBC 1] A Global Business corporation (Category 1) is a company incorporation in mauritius which undertakes any of the following activities listed in the Second Schedule of the FSDA 2001 which is carried on from within Mauritius with persons all of whom are resident outside Mauritius and which is conducted in foreign currency: - Aircraft financing and leasing - Assets management - Consultancy services - Employment services - Information and communication technologies - Insurance - Licensing and franchising - Logistics and or marketing - Operational headquarters - Pension funds - Shipping and Shipping Management - Trading - Any other activity as may be approved by the Commission This type of company is qualified to take protection of the tax treaties to which Mauritius is a party if it comes within the definition of a resident under the taxation laws. * A GBC 1 is required to file with the Financial Services Commission within six months after the close of its financial year, annual audited financial statements prepared in accordance with the International Accounting Standards or internationally recognised accounting standards. * The GBC 1 may be set up by direct company incorporation in mauritius, or by registration of a branch of a foreign company, or by way of continuation where this is allowed by the law in the country of origin. * A branch of a foreign company may have access to Mauritius’ tax treaties provided that the local tax authorities are satisfied that effective control and management of the foreign company is in Mauritius.
* A GBC 1 may be unlimited or limited by shares or by guarantee. * A GBC 1 may be registered as a Limited Life Company or a Protected Cell Company. Go from company incorporation in mauritius to resources for incorporation to read an easy guide to incorporation services. ii. b) Category 2 Global Business License A Global Business which is carried on by a private company: - which is a company incorporation in mauritius or registered under the Companies Act 2001 - which does not conduct business with persons resident in Mauritius nor conducts any dealings in Mauritius currency; - which holds a Category 2 Global Business License. - It is exempt from the provisions of the Income Tax Act and is declared as non resident for tax purposes. - It is a suitable vehicle for holding and managing private assets. - It is however not allowed to raise capital from the public or to conduct any financial services or to act as a fiduciary. - The GBC 2 company incorporation in mauritius is not resident for tax purposes and therefore does not benefit from double taxation relief under tax treaties. - The GBC 2 may either be limited by shares or by guarantee or limited by shares and guarantee or simply unlimited. - A GBC 2 may also be structured as a Limited Life Company. Click here to go from company incorporation in mauritus and compare with dubai offshore company incorporation. iii. Protected Cell Company (PCC) A GBC 1 company incorporation in Mauritius may be structured as a PCC. The PCC is a special legal structure made up of cellular and non-cellular assets. It provides legal segregation of assets attributable to each cell of the company whether owned by individuals or body corporate. The PCC offers a wide range of applications as set out under Protected Cell Companies (Amendment of Schedule) Regulations 2005. iii. a) Incorporation & Registration A PCC may be - directly incorporated or may be - registered as a foreign company by way of continuation as a PCC, provided that the incorporation, registration and conversion requirements prescribed in the Companies Act 2001, the Protected Cell Companies Act 1999 (PCC Act) and the Protected Cell Companies (Amendment of schedule) Regulation 2005 are satisfied. The company incorporation in mauritius and licensing procedures for a PCC is similar to that of a GBC 1. In the case of a continuation, additional requirements as laid down in section 5 of the PCC Act must be satisfied. Section 6 of the PCC Act stipulates that the suffix "PCC" must be added after the name of the company. A PCC may also be converted into a normal GBC 1 company incorporation in mauritius. Click here to go from company incorporation in mauritius to seychelles tax and compare your options! iii. b) Management of a PCC A PCC is managed by its Directors. However, the management may be transferred or shared through a management contract with an Investment Manager in the case of investment funds. iii. c) Capital Requirement - No minimum capital requirement is imposed for the PCC and for each cell within the PCC. - However, on a case to case basis and depending on the nature of the business, the Commission may prescribe certain capital requirements. - In the case of insurance or re insurance business, each cell must abide by the Financial Services Development (Amendment Of Schedules) Regulations 2001 regarding the requirement of minimum paid up capital. iii. d) Winding Up & Liquidation Special winding up procedures are provided in the PCC Act which protect contagion of solvent cells by insolvent ones. Dissolution of the PCC is addressed by special provisions in the PCC Act which provide for receivership and administration orders and no recourse to the creditor of the insolvent cell to the assets of the other solvent cells. iii. e) Reporting & Filing of Audited Accounts A PCC is required to submit annual audited accounts to the Commission. The accounts should contain a note explaining the status of the various cells. If it is deemed necessary the Commission may request each cell to report independently. iii. f) Taxation As far as taxation is concerned, the PCC is liable to tax as a single legal entity. Go from company incorporation in mauritius to mauritius banking to see its benefits. iv. Trust iv. a) Trusts set up under the Trusts Act 2001 provide an effective and legitimate means of sheltering ones' assets. Various types of Trusts may be set up by residents and non residents in Mauritius such as - charitable, - discretionary, - purpose and trading trusts. iv. b) Registration of the trust is optional. Flexibility is provided under the Trusts Act in terms of determining the governing law applicable to a trust. There also exists the possibility to accumulate income for any period within the duration of the trust. With regards to trusts set up by non citizens, the forced heirship rule does not apply. The Trusts Act 2001 further allows the enforceability of a foreign trust provided that it does not purport to do anything which amounts to an offense under the law of Mauritius or is immoral or contrary to public policy. iv. c) A trust may carry on a Qualified Global Business after obtaining a Category 1 Global Business License for company incorporation in Mauritius. A trust may not apply for a Category 2 Global Business License. To read more go from company incorporation in mauritius to offshore investing companies v. Société Société en Nom Collectif (partnerships) and "Société en Commandite Simple" set up under the Code de Commerce Amendment Act 1985 (limited partnerships) may be used to structure investments in the global business sector. A Société may conduct any qualified global business activities after it has received a Category 1 Global Business Licence for company incorporation in Mauritius from the Financial Services Commission. However, a Société does not qualify for a Category 2 Global Business Licence. To enhance the use of such vehicles the Finance Act 1996 has introduced favourable taxation provisions which enable Sociétés to benefit from reliefs available under double taxation treaties. 2. COLLECTIVE INVESTMENT SCHEMES (Global funds) The Commission has adopted 'best industry practices' from long established jurisdictions for regulating the investment business. A set of flexible regulatory practices have been developed for Collective Investment Schemes. 2 i. Corporate and Legal Structure Global funds registered with the Financial Services Commission in Mauritius are commonly structured as company incorporation in Mauritius under the Companies Act 2001 and licensed as a company holding a Category 1 Global Business License for company incorporation in mauritius under the Financial Services Development Act 2001. Such a structure, referred to as an Investment Company, is defined as one where the company's business consists of investing its funds mainly in securities with the aim of spreading investment risk and giving members of the company the benefit of the results of the management of its funds. 2. ii. An Investment Company can take the form of: 2. ii. a) A close ended company which has a fixed share capital. - Investors do not have the right to call for their shares to be redeemed at net asset value by the company. - A close ended company can be listed on the Stock Exchange enabling investors to buy and sell shares in the market thereby preventing any lock in. - The company may be formed with a limited life after which the assets are distributed to investors on winding up. 2. ii. b) An open ended company which has a variable share capital. Investors are allowed to redeem their shares at net asset value at predetermined times in accordance with the articles of association. 2. ii. c) It is also possible to constitute an umbrella fund under each of the foregoing structures. - The umbrella fund will comprise two or more sub funds and investors subscribe for shares or units in specific sub funds. -Each sub fund has its own investment policy with segregated assets and accounting records. - Investors can switch their investment from one sub fund to another without redeeming their shares or units. A company incorporation in Mauritius as an Investment Company can also be set up as one of the sub funds of an umbrella fund not established in Mauritius. 2. iii. Registration Requirements for an investment company incorporation in mauritius An Investment Company incorporation in Mauritius needs to be approved by the Commission before it commences business. In considering an application, the Commission needs to be satisfied about the following: - the track record and credentials of the promoters; - the fund structure; - the objectives of the fund; - the investors and the market targeted; - types of investment the fund will be dealing in; - the track record of the investment manager, custodian, and administrator; - compliance with regulations in third countries, as appropriate (e.g. SEBI's approval if investment is to be made in India). Once the Commission is satisfied with the above, it may issue an approval in principle so as to enable all constitutive documents to be prepared and the company to be incorporated. The Commission generally wishes to satisfy itself that, as far as possible, the administration of the fund is in Mauritius. To this end, the Fund must have a local administrator and a local auditor. The requirement that central administration is situated in Mauritius implies that: - the accounts are kept and the accounting documents are available in Mauritius; - the share register is kept in Mauritius; - issues and redemptions of shares are carried out in Mauritius; - the calculation of the Net Asset Value (NAV) is carried out in Mauritius. - The above does not exclude the possibility of the Fund obtaining assistance for the management of its assets from an investment adviser established overseas, nor does it prevent management decisions in relation to investment and disinvestment being executed overseas. - Also the requirement for the location of the issuance and redemption of shares in Mauritius does not preclude foreign intermediaries from participating in the placing and redemption operations as distributors or nominees. The Commission insists on the independence of the manager, the trustee and the custodian. - In appropriate circumstances, it is also possible to establish a management or advisory company in the sector to take advantage of the beneficial tax regime. 2. iv. Taxation * A company incorporation in Mauritius holding a Category 1 Global Business Licence for fund business in Mauritius is liable to Mauritian taxation at a rate of 15% but after application of the provisions on foreign tax credit, the rate may be reduced to 3%. * Funds which are centrally controlled and managed in Mauritius can, with the approval of the Commissioner of Income Tax accede to the benefits of Double Taxation Agreements. * Furthermore, it should be noted that there is no withholding tax on dividends, capital gains and interests. 2. v. Custodian * All Funds registered with the Commission as GBC 1 must entrust the custody of their assets to an approved custodian, generally a banking institution. * The custodian carries out operations concerning the day-to-day administration of the assets of the Fund, and is responsible for ensuring that the sale, issue, redemption, and cancellation of shares are done in accordance with the investment management regulations of the Fund. * The main custodian can delegate certain of its activities to an approved third party, but retains its responsibilities. 2. vi. Prospectus Investment Funds operating from Mauritius must lodge a prospectus (or a placement memorandum). The information requirements of the prospectus include, inter alia: - the basis of the net asset value circulation; - the borrowing policies; - the type and the legal status of the fund; - the investment policy (by class of fund if an umbrella fund is opted for), including the use of financial instruments; - the remuneration of investment advisors and directors, investment managers, custodian and administrators; - the conditions for the issuance and redemption of shares, including their frequency, and the different rights attached to them; - the tax status; - the name and details of the custodian bank, the independent auditor, the investment manager, the investment adviser (if any), the directors and the registrar/administrator. 2. vii. Reports Funds are required to file with the Commission an unaudited half-year report and an audited annual report. These reports must include, at least, the following: - a statement of assets and liabilities, including the net asset value; - the number of shares outstanding; - the net asset value per share; - details of the investment portfolio and the movements in the period, disclosed by types of securities and types of market analysed as a percentage of the Fund's net assets. - The Annual Report must be audited in accordance with International Accounting Standards or with other internationally recognized accounting standards. - In addition to the above report, quarterly accounts have to be submitted to the Commission, and these will include NAV at the end of each month, the change in the NAV, the proceeds from issue of shares and payments for shares redeemed. 2. viii.Supervision The Commission may request from the investment fund company incorporation in mauritius other information in addition to the published reports and reporting requirements. It also has the right to inspect the books and records of the Fund. 2. ix. Listing Global Business Funds can be listed on the Stock Exchange of Mauritius. 2. x. Procedure for investment fund company incorporation in Mauritius. An application for registration must be made through a licensed Management Company. The click to see the Know Your Client Documents that are required for company incorporation in Mauritius are: * Constitution (3 copies) * Notice of First Directors, Secretary and location of registered office * Consent forms of Directors and Secretary * Other information that is necessary for the establishment of a Company: * Letters of reference from banker, lawyer, accountant (Letters of reference may be dispensed with if the promoter is itself a fund manager authorized in another jurisdiction. In such cases, the letters of reference may be replaced by proof of authorization in the other territory and a copy of the promoter's latest accounts. * Short CVs are needed of the persons to be involved in key positions in the Mauritian company). * Certificate from local law practitioner * Name and address of local representative * Set of constitutive documents of the scheme (i.e, Prospectus, Custodian Agreements, sub Custodian Agreement, Investment Management Agreement, Administration Agreement, Investment Advisory Agreement, Secretarial and Registrar Agreement, etc.) * Name and particulars of expatriate staff if required * Brief track record of applicant and detailed business plan 2. xi. Fees 3. Management Companies and other Service Providers
As the Commission requires that all applications for a Global Business license be channeled through a Management Company, the latter has the responsibility of initial vetting of the client and needs to exercise due diligence. Management Companies therefore act as intermediaries between clients and the Commission and they operate under the Guidance Notes for Management Companies issued by the Commission. While performing their Customer Due Diligence (CDD) duties, they are under the obligation of collecting and verifying all necessary information about their clients and keeping this information for any request by the Commission. Most of the Licensed Management Companies form part of reputable international consultancy firms network thereby providing high standard professional services to clients. 3. i. Services provided by Management Companies: * Company and trust formation and administration * Trusteeship services * Professional advice on company law, trusts and tax related issues * Provision of directors, secretary and nominee shareholders * Registered Agents for Category 2 Global Business Licensees * Registered Office for Category 1 and Category 2 Global Business Licensees * Preparation of incorporation and application documents for Global Business Licence. * Ensuring post-statutory compliance with company and tax laws (filing of changes on Directors, Shareholders, etc.). * Preparation of documents for applications for residence and work permits, visa, duty exemption, etc. * Maintenance of books and accounting records * Fund administration services such as NAV calculation, preparation of quarterly reports, etc. 3. ii. The Company shall maintain a paid up and unimpaired stated capital and shareholder’s funds of at least Rs 500,000 or its equivalent in any currency at such higher amount as may be prescribed by the Commission from time to time. 3. iii. Obligations A Management Company must: - Report confidentially to the Commission any suspicious dealings by any of their clients. - Ensure that their business is at all times in conformity with the stipulated conditions, norms of honorable conduct and within the laws of Mauritius. - Take all reasonable measures and exercise due diligence to ensure that their clients are sound and reputable. - Keep books and records in connection with their business of company management that reflect accurately their affairs and business. - Keep separate set of accounts for each company they manage. - Keep separate funds, assets and property of each of the companies they manage. - Keep in one bank account, separate from their own bank account all moneys held on behalf of their clients. 3. iv. Application Documents - Business plan with three years forecast figures. - Details and track record of promoters (including future Directors) and support documents. - Relevant expertise of promoters in international business, company and trust formation and administration. - Support documents on promoters' network, affiliation, niche markets or targeted clients. - Support documents indicating that promoters have necessary infrastructure and expertise in place to apply due diligence and know your client principle. Applications may be submitted directly to the Commission although it is appropriate to channel the application through a local representative for better coordination. 3. v. Taxation A Management company incorporation in Mauritius is liable to a tax rate of 15% on its chargeable income. Source: Financial Services Commission Mauritius Go from company incorporation in mauritius to Home Page resources for incorporation. Which One Should You Choose? An Easy Guide To Resources For Incorporation That Are Exactly Right For YOU. A registration offshore company becomes more important as the world becomes a global village and more investors look beyond their geographical boundaries for opportunities. mauritius banking: Do You Need Mauritius Banking For Your Offshore Company? offshore company administration mauritius. Offshore Options available according to your needs. Choose a type of company. mauritius offshore company formation: Which Type Of Company Is Best For YOU? Simplified Explanations! mauritius offshore company incorporation: Incorporate your offshore company in the best vacation destination in the world. Watch this Tony Robbins video on how to program yourself for success.
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The corporate vehicles available to carry global business activities from within Mauritius are companies holding a Category 1 Global Business Licence (GBC1) , companies holding a Category 2 Global Business Licence(GBC2). Other entities available are trust and société.
* The facility of continuing a foreign company registered in a foreign jurisdiction as a GBC 1, and so permitting existing holdings of the foreign company in a country with which Mauritius has a double taxation treaty to benefit from relief under that treaty, has proved attractive to a number of major investors. 
A Management company incorporation in mauritius is specially licensed by the Financial Services Commission under section 24 of the Financial Services Development Act 2001 to set up, manage and provide nominee and other services to a corporation (which carries on or intends to carry on any qualified global business and such class of corporation as may be prescribed) or act as corporate trustee or qualified trustee under the Trusts Act 2001. 
