This week’s article discusses the features and benefits of the Mauritius nil tax International Business Company (known in Mauritius as a GBC2).
Mauritius is a group of lush tropical islands in the south western Indian Ocean and is located northeast of Madagascar and some 1,000 miles southwest of Seychelles. A former French and British colony, Mauritius offers:
- A British system of law and parliament
- Political/economic stability
- A well-developed Financial Services Sector; and
- A well-educated productive bi-lingual French/English speaking workforce.
Since gaining independence from Britain in 1968 the Mauritian economy has grown steadily from one based in agriculture to a more diversified economy with Tourism, Financial Services and Agriculture (primarily sugar cane) as its 3 economic pillars. This has seen a resulting rise in standard of living from low to middle income delivering levels of economic and political stability which are the envy of the region.
Whilst better known as a Banking Centre (Mauritius boasts at least 3 world standard “Offshore” Banks) Mauritius offers two forms of nil tax Offshore Company ie the GBC1 ( a domestic designed to do business or hold shares in companies based in DTA Treaty partner countries) and the GBC2.
The GBC2 is Mauritius’s equivalent of an IBC – a GBC2 pays no tax in Mauritius on what it earns internationally, and can only be used to do business outside of Mauritius.
Feature and Benefits of Mauritius GBC 2 Companies Include:
Legal Framework
The Mauritius GBC2 is set up under the Companies Act 2001 and licensed under the Financial Services Act 2007.
Special Characteristics
A Mauritius GBC2 is prohibited from having transactions with Mauritian residents or in Mauritian currency; and
A Mauritius GBC2 is not considered as a Mauritius tax resident company (and therefore does not have access to the double tax treaties of Mauritius).
Liability of Shareholders
The liability of the shareholders of a Mauritius GBC2 is limited up to the unpaid amount of the shares they hold.
Shareholders
The minimum number of shareholders of a Mauritius GBC2 is 1 and the maximum is 25.
The shareholders do not have to be residents of Mauritius.
The shareholders of a Mauritius GBC2 can be individuals and/or legal persons.
There is no public register of shareholders in Mauritius for GBC2’s.
Shareholder’s meetings can be held anywhere.
Directors & Secretaries
The minimum number of directors of a Mauritius GBC2 is 1.
There is no restriction on the nationality or residency of the directors.
Corporate directors are allowed.
Director’s meetings can be held anywhere.
There is no requirement for the directors to be shareholders.
The names of Directors do not appear on any public record.
There is no requirement to appoint a Company Secretary.
If a Company Secretary is appointed the Secretary does not have to be a Mauritius resident
Shareholders Meetings
Every company in Mauritius should hold an annual meeting of its shareholders.
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.
Annual meetings can be held anywhere in the world.
Capital
The minimum capital requirement for a Mauritius GBC2 is US$1.
The share capital can be denominated in any currency, except MURs.
Non-par value shares are allowed.
Bearer shares are not allowed.
There is no capital duty on the issuance of shares of a Mauritius GBC2.
Authorised share capital can be any amount (commonly $US100,000)
Registered Agent/Office
A Mauritius GBC2 must have a registered office in Mauritius.
Every Mauritius GBC2 must have a Resident Agent in Mauritius.
Restrictions applicable to Foreign Investors
There are no restrictions on foreign investors investing in a Mauritius GBC2.
Formation Procedure
The following procedure needs to be followed in order to incorporate a GBC2 company in Mauritius:
- Reserve the name of the company with the Registrar of Companies.
- Apply for a Category 1 Global license through a licensed offshore management company.
It usually takes between 3 and 5 working days to register a Mauritius GBC2.
Registration Fees
The registration fee payable to the Financial Services Commission upon incorporation is US$65.
Government Fees
The annual return filing fee is US$65.
The minimum annual tax/license fee is $US235
Confidentiality
The details of the beneficial owner are disclosed to the service provider and to the Authorities but are not available on public record.
The details of shareholders are not available on public record.
The details of directors are not available on public record.
The accounts are not publicly accessible.
The use of nominee shareholders is permitted.
Filing Requirements
Registrar of Companies: A Mauritius GBC2 is required to file an annual return with a summary of its financial position within 6 months from the year end.
Tax Authorities: There is no requirement for a Mauritius GBC2 to file a tax return.
Accounting Records
A Mauritius GBC2 is required to maintain accounting records.
Accounts must be filed (though these are not publicly accessible)
Accounting records can be kept outside Mauritius
The Accounts can be in any currency.
Financial Statements
A Mauritius GBC2 should prepare annual financial statements under IFRS.
In accordance with IFRS, holding companies are required to prepare consolidated audited financial statements on an annual basis. However, consolidation is not required if the company is an intermediary holding company and a holding company further up the structure prepares consolidated financial statements under approved accounting standards.
Audit
A Mauritius GBC2 is not subject to audit requirements.
OCI MAURITIUS GBC2 COMPANY PACKAGES
At OCI we believe in giving you more for your money than would the average IBC formation service. Hence included in the incorporation package for your Mauritius GBC2 Company is the following:
Services:
- Unlimited name availability inquiries
- Advice from an experienced International Corporate Lawyer on how to structure your company
- Preparation (overseen by a lawyer) of application to incorporate the company
- Preparation (overseen by a lawyer) of the company’s memorandum of association
- Preparation (overseen by a lawyer) of the company’s articles of association
- Attending to filing incorporation request with the company registry
- Attending to payment of government filing fees
- One year’s Registered Agent service in the country of incorporation
- One year’s Registered Office service in the country of incorporation
- Mailing address in the country of incorporation
- Delivery of Incorp pack by international courier (ie DHL/Fedex/TNT etc)
- Unlimited free legal consultations for 12 months
Documents included in your Incorp pack:
- Certificate of incorporation
- 2 sealed/stamped copies of the company’s Memorandum of Association
- 2 sealed/stamped copies of the company’s Articles of Association
- Resolution appointing first director/s
- Resolution appointing first shareholder/s
- Up to 5 share certificates
- Resolution to open a bank account
- Resolution to rent an office
- Resolution/s to engage a Phone, Internet & Website service provider
- Resolution to hire a staff member/s
- Resolution to appoint a company lawyer
- Resolution to appoint a company accountant
- Resolution appointing you as the company’s authorised representative in commercial negotiations
- Resolution issuing a Power of Attorney in your favour
- Agreement authorising you to represent the company in commercial negotiations
- Power of attorney authorising you to sign documents on behalf of the company
- Register of directors
- Register of shareholders
- Expression of wishes (ie an “Offshore” Will)
- Lawyer authored User Guide (“How to Use Your Offshore Company”)
Price (all inclusive): $US 1,700
With tax effective offshore company management (ie including Professional Corporate “Nominee” Director, Shareholder & Company Secretary): $ 2,100
Every effort has been made to ensure that the details contained herein are correct and up-to-date, but this does not constitute legal or other professional advice. We do not accept any responsibility, legal or otherwise, for any error or omission.
