Mauritius Company Registration And Formation Services
The principal statute governing the formation and operation of Mauritius companies is the Companies Act 2001, which has been regularly amended to keep pace with changes in respect of Mauritius incorporated companies and international good practice.
The registrar for Mauritius companies is the Corporate and Business Registration Department of the Ministry of Finance and Economic Development, which administers the Companies Act 2001, the Business Registration Act 2002, the Insolvency Act 2009, the Limited Partnerships Act 2011 and the Foundations Act 2012.
In addition to domestic Mauritius companies, companies incorporated in Mauritius for the purpose of doing business primarily outside of Mauritius are designated as Global Business Companies (GBCs). These are governed by the Financial Services Act 2007, which simplifies the regulatory regime and consolidates the legislative framework of the global business sector.
Under the Act, an applicant for a Global Business Licence is required to submit the appropriate application to the Mauritius Financial Services Commission (FSC), the integrated regulator for the non-bank financial services sector and global business.
An application must be submitted through a Management Company (MC) that is licensed by the FSC under Section 77 of the Financial Services Act to set up, manage and provide nominee and other services to a corporation that carries on or intends to carry on any global business, and such class of corporation as may be prescribed, or act as corporate trustee or qualified trustee under the Trusts Act 2001.
Mauritius has built a solid reputation internationally as being a jurisdiction of substance. When determining whether the conduct of business is managed and controlled from Mauritius, the FSC will also take into consideration whether a corporation fulfils the following criteria:
- Has at least two directors, resident in Mauritius, who are appropriately qualified and of sufficient calibre to exercise independence of mind and judgment;
- Maintains at all times its principal bank account in Mauritius;
- Keeps and maintains, at all times, its accounting records at its registered office in Mauritius;
- Prepares and audits its statutory financial statements in Mauritius;
- Provides for meetings of directors, to include at least two directors from Mauritius.
Why incorporate with Sovereign?
Conducting Business in Mauritius
A domestic company is the best way to conduct business with Mauritian residents and is the preferred vehicle for investing in Mauritius. A company incorporated in Mauritius can be 100% foreign-owned and there is no minimum capital requirement.
The following types of company may be incorporated in Mauritius:
- Company limited by shares – the liability of its shareholders is limited by its constitution to any amount unpaid on the shares respectively held by the shareholder
- Company limited by guarantee – the liability of its members is limited by its constitution to such amount as the members may respectively undertake to contribute to the assets of the company in the event of it being wound up
Global Business Companies (GBCs)
Companies incorporated in Mauritius for the purpose of doing business primarily outside Mauritius are designated as Global Business Companies (GBCs) and are governed by the Financial Services Act 2007.
Prior to 2018, any resident corporation that proposed to conduct business outside Mauritius could apply to the Financial Services Commission (FSC) for a Category 1 Global Business Licence (GBC1) or a Category 2 Global Business Licence (GBC2).
A GBC1 is a company that is resident in Mauritius for tax purposes. It is therefore liable to tax at a flat rate of 15% on chargeable income, but there is a Deemed Foreign Tax Credit (DFTC) of 80%, resulting in a maximum effective tax rate of 3%. Upon obtaining a Tax Residence Certificate (TRC) from the Mauritius Revenue Authority, a GBC1 also has access to Mauritius’ network of double tax treaties.
New Global Business License GBL
In November 2016, Mauritius joined the BEPS Inclusive Framework, which commits signatories to implementing the minimum standards put forward by the OECD on harmful tax practices, tax treaty abuse, country-by-country reporting, and dispute resolution mechanisms.
In order to comply with this commitment, in August 2018 the Mauritian parliament approved the Finance (Miscellaneous Provisions) Bill, which provides for proposed changes to the tax regime for corporations with global business licences.
As of 1 January 2019, the 80% Deemed Foreign Tax Credit (DFTC) regime available to companies holding a Category 1 Global Business Licence will be abolished and the rate of tax for both domestic companies and GBCs will be harmonised at 15%.
A new licence, termed a Global Business Licence (GBL), will be mandatory if a foreign-controlled company wishes to conduct its business principally outside Mauritius or with such category of persons as may be specified by the FSC.
A Mauritian Limited Partnership (LP) combines the features of both a company and a partnership that offers a flexible vehicle that is ideally suited to carry out investment activities. It also carries the advantage of being structured as a look-through vehicle for tax purposes if so desired.
An LP is governed by the Limited Partnerships Act 2011. There must be a partnership agreement that is binding upon the partners, setting out the affairs of the partnership and the conduct of its business.
A limited partnership can elect to have legal personality and must have at least one general partner who is liable for all the debts and obligations of the partnership, and at least one limited partner who is liable only up to the maximum amount of its commitment.
Limited Liability Partnerships
A limited liability partnership (LLP) combines the features of both a company and a limited partnership. It can be used to offer professional or consultancy services and also legal services under a Global Legal Advisory Services Licence.
An LLP structure also has the flexibility to provide key individuals with a stake in the underlying business without disturbing the share ownership in a company. This can often be advantageous for family-owned or private companies where shareholders are unwilling to dilute their shareholdings but recognise the need to provide long-term incentives to staff.
An LLP is governed by the Limited Liability Partnerships Act 2016. A partnership agreement must be put in place by the partners providing for the governance of the LLP and the rights and duties of the partners.
Protected Cell Companies
A Protected Cell Company (PCC) is a company that is a single legal entity but which may be segregated into cells, such that the assets and liabilities of each cell are legally separate from the assets and liabilities of any other cell.
PCCs in Mauritius are governed by the Protected Cell Companies Act 1999 and are mainly used for asset holding, structured finance business, collective investment schemes and closed-end funds, insurance business and external pension schemes. A PCC simplifies administration and reduces costs of operation.
A PCC may be directly incorporated or may be registered by way of continuation provided that the incorporation and registration requirements prescribed in the Companies Act 2001 and the PCC Act are satisfied.