Company Registration Requirements in Mauritius

Primary Requirement for Mauritius Private Limited Company

  • Atleast 1 Director resident in Mauritius must
  • No Minimum Share Capital requirement
  • Shareholder may be resident or non resident. Minimum 1 Shareholder.
  • A Local Secretary must
  • A Registered Office Address in Mauritius
  • Annual General Meeting must include 2 or more resident directors
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Mauritius Private Limited Company with Global Business License

Mauritius is a politically stable jurisdiction and the largest international financial and business hub in the Indian Ocean region with a strong liberal economy, a reputable banking system and a wide offer of qualified professional services.

Its pro-business and flexible regulatory framework provides reliability and security for the incorporation of international companies.

Under the Companies Act, 2001 and the Financial Service Act 2007, companies may apply for a Global Business License (GBL) that allows them to carry out Business outside the jurisdiction and benefit from an advantageous tax regime.

Companies holding the Global Business License may only undertake activities set out in the Business Plan filed with the Financial Services Commission (FSC) at the time of application for a license or as amended and notified to the FSC.

GBL companies may conduct financial services activities such as banking, insurance, assurance, reinsurance, fund management, collective investment schemes, trust management, trusteeship business provision if the relevant license is obtained.

GBL companies may benefit from an advantageous tax regime and a broad network of double taxation treaties.

Global Business Company (Private company limited by shares)

Licensing conditions require GBC companies to employ directly or indirectly, a reasonable number of suitably qualified persons to carry out the core income-generating activities, and have a minimum level of expenditures in Mauritius proportional to the level of its activities.

Other activities such as fund management will require annual expenditures of USD 30,000 and from 1 to 3 employees in Mauritius depending on the amount of assets under management. Financial Institutions such as Insurance, Leasing or Credit finance, intermediaries such as investment advisors, insurance brokers and agents, and other financial services will also be required to spend a certain amount per year in Mauritius and have from 1 to 3 employees depending on their level of activities.

With respect to the taxation of GBL companies – the previous Deemed Foreign Tax Credit (DFTC) regime has been abolished. Previously, GBC1 companies were eligible for a unilateral foreign 80% tax credit on all types of income, reducing the effective income tax rate to 3%. Now, GBL companies are subject to local taxes at a rate of 15%.

Income streams available for an 80% partial exemption (3% effective tax rate) include foreign dividends (subject to such an amount not being treated as an allowable deduction in source country), interest income and income derived by companies engaged in ship and aircraft leasing.

To qualify for a Global Business License, a company must meet at least one of the following criteria:

  • the corporation has or shall have office premises in Mauritius; or
  • the corporation employs or shall employ on a full-time basis at the administrative/technical level, at least one person who shall be resident in Mauritius; or
  • the corporation's constitution contains a clause whereby all disputes arising out of the constitution shall be resolved by way of arbitration in Mauritius;
  • the corporation holds or is expected to hold within the next 12 months, assets (excluding cash held in a bank account or shares/interests in another corporation holding a Global Business License) which are worth at least USD 100,000 in Mauritius;
  • the corporation's shares are listed on a securities exchange licensed by the Commission; or
  • it has or is expected to have a yearly expenditure in Mauritius which can be reasonably expected from any similar corporation which is controlled and managed from Mauritius.

In Mauritius, companies may be structured as protected cell companies.

Although the cells of a protected cell company do not have a separate legal personality, assets and liabilities of each cell must be kept separated and separately identifiable from the assets and liabilities of the protected cell company (core) and of each of the others cell.

Creditors of a cell are unable to seek recourse from the assets of any of other cells or of the core. This corporate vehicle provides protection contagion to fund promoters as an umbrella unit trust.

All in all, GBL companies are excellent vehicles for investment, investment holding, and fund management purposes. They benefit from an advantageous tax regime with an effective tax rate that may be as little as 3%, access to a broad list of tax treaties and no withholding taxes on dividends and royalties, as well as an exemption on capital gains and tax credits on dividends received.

How to Incorporate a Company in Mauritius?

Incorporation of companies can either be effected online or by submitting the required documents at the office of the Registrar of Companies.

For online incorporation please register with the Mauritius Network Services (our online service provider) on the following url : https://portalmns.mu

Any person who wishes to incorporate a company in Mauritius and Rodrigues should ensure that the name is available prior to incorporation.

Fill the prescribed form "Application for incorporation of a company" (form 1)and submit it to the Registrar of Companies together with forms 7, 8 or 9 where necessary.

Form 7 - the consent of every director of the proposed company (Note that a company is only required to have a minimum of one director);

Form 8 - (if applicable) – the consent of every secretary of the proposed company.

Form 9 - the consent of every shareholder of the proposed company.

The application form shall state:

  • Name of proposed company
  • The present full name, any former name and the usual residential address and the service address of every director and any secretary of the company
  • Particulars of any business occupation and directorships in any public company or subsidiary of a public company held by each director. Should the proposed director be director of several subsidiaries of a single group, it shall suffice to state the name of the holding company with the addition of the word `group`
  • The full name, the usual residential address and the service address of every shareholder, the number of shares to be taken and the amount to be paid.
  • Whether the company is limited or unlimited
  • Whether the company is a private or a public company
  • The registered office address of the company
  • In the case of a one person company, the full name, the usual residential address and the service address of the person nominated by the proposed director to act as secretary who will call a meeting of heirs in the event of death of the sole director
  • The business activities, location of the business as per the Business Registration Act
  • That the information provided in the application is true and correct.
  • The full name of the applicant

The following documents shall accompany the application form:

  • Where the company has a constitution, a copy of that constitution certified by at least one applicant to be the company's constitution
  • The signed consent  of every proposed director or secretary that they are not disqualified to hold office as such
  • The signed consent of every proposed shareholder containing the number and class of shares taken and the amount paid for those shares
  • In the case of a company limited by guarantee, a document signed by each member, signifying his consent to be member and the amount which such persons undertake to contribute in the event of the company's winding up
  • If the documents are signed by an agent representing the shareholder or member a form of proxy authorising the agent to so act.

Where the application for incorporation complies with the Act and on payment of the prescribed fee the Registrar will:

  • issue a certificate of incorporation
  • enter the particulars of the company on the Register give to the company a unique company number.

Further, the following documents should be submitted when applying for incorporation:

  • Original Copy of Certificate of Reservation (if any).
  • Photocopy of Passport for non-residents.
  • Copy of residence permit if the only director is a foreigner.
  • Proof of director’s address (Ex: Utility Bill).
  • Proof of address of secretary in case of one person company.

To be noted here:

  • At least "One Director" should be resident in Mauritius
  • For the Incorporation of a Company holding a Category 1 or 2 Global Business Licence, the incorporation is only effected after approval is received from the Financial Services Commission. 
  • Companies are automatically registered as employers with the Mauritius Revenue Authority upon Incorporation of Company
  • No seal is required by law while transacting with third parties except for global business companies as required by other countries.
  • Once registered, the BRC is issued with the Business Registration Number (BRN), which is a unique identification number for the company.
  • The E-Certificate of Incorporation is issued at no extra cost and is a valid KYC document according to the Mauritius legislation. The authenticity of the Electronic Certificate of Incorporation can be verified online.

Legal Requirement and compliances in Mauritius Companies

Shareholders
GBL companies may be formed by a minimum of one shareholder, who can be either natural or legal persons, residents or non-residents, without restrictions. Details of shareholders are not publicly disclosed. Shares may be subscribed by nominees but beneficial owners should be disclosed to the Commission.
Secretary
The corporation has or shall have office premises in Mauritius or shall employ on a full time, basis at administrative/technical level, at least one person who shall be resident in Mauritius, or its constitution contains a clause whereby all disputes arising out of the constitution shall be resolved by way of arbitration in Mauritius;
General Meeting
GBL companies must hold an annual general meeting. The first annual shareholder meeting should be held not later than 18 months from incorporation. Annual shareholder meetings should be held not later than 6 months after the balance sheet date of the company and not later than 15 months after the previous annual meeting.
Electronic Signature
Yes permissible.
Accounting & Tax Filing
The company shall keep and maintain or is keeping and maintaining, at all times, its accounting records at its registered office in Mauritius.

A GBL company must submit to FSC an annual return with Audited Financial Statements (AFS) within 6 months of fiscal year end or 3 months for those holding certain types of financial services activity license. The Financial Statements should be audited in accordance with International Standard on Auditing (ISA) by an auditor licensed by the Financial Reporting Council (FRC).

A GBL company is a taxable entity in Mauritius and must submit an annual tax return.

Taxes applicable on Mauritius Companies

Corporate income tax – The previous Deemed Foreign Tax Credit (DFTC) regime has been abolished. Previously, GBC1 companies were eligible for a unilateral foreign 80% tax credit on all types of income, reducing the effective income tax rate to 3%. Now, GBL companies are subject to local taxes at a rate of 15%.

However, an 80% Partial Exemption Regime on certain income streams will still be available – as long as economic substance requirements are met.

Income streams available for an 80% partial exemption (3% effective tax rate) include foreign dividends (subject to such an amount not being treated as an allowable deduction in source country), interest income and income derived by companies engaged in ship and aircraft leasing.

Personal income tax – The main tax on resident individuals is an income tax at a 15% rate. To be a tax resident an individual must spend more than 6 months in the country in a year.

However, GBL companies' expat employees are subject to a reduced personal income tax of 7.5%. In addition, each GBL company is allowed 2 expatriated employees to import cars and household goods duty-free.

Other taxes - In Mauritius, there is no capital gains tax, real property tax, inheritance tax or estate duty, capital transfer tax, gifts tax or wealth tax. There is VAT at 15% levied on the supply of goods and provision of services.

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