Company Incorporation In Mauritius: Comes In Many Forms

Mauritius sounds an unlikely tax haven 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

1. GLOBAL BUSINESS VEHICLES

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 societe.

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.

* 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 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.

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.

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.

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.

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.

v. Societe

Societ en Nom Collectif (partnerships) and "Societe 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 Societe 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 Societe does not qualify for a Category 2 Global Business Licence.

To enhance the use of such vehicles the Finance Act 1996 has introduced favorable taxation provisions which enable Societes to benefit from reliefs available under double taxation treaties.

Source: Financial Services Commission Mauritius