Category 1 Global Business Company
BUSINESS TRANSACTIONS
- Such a company is used generally when income from overseas is mainly in the form of dividends, interest, royalties and capital gains and when tax treaty benefits need to be availed.
- Public companies; those engaged in financial services business such as banking; insurance; investment management; investment advisory services can only be incorporated as GBC1 companies and, where applicable, obtain additional licences.
SHARES
- There is no minimum capital* requirement (* except for certain Financial Services business) but at least one share must be issued and paid up.
- An unlimited number of shares is acceptable
- Registered shares, preference shares, redeemable shares and shares with or without voting rights.
- Par value shares if any may be stated in more than one currency.
- Minimum of 1 (One) shareholder and same rule applies if the company is a wholly owned subsidiary.
DIRECTORS / OFFICERS (SECRETARY) AND SHAREHOLDERS
- Minimum of two resident Directors who must be natural persons.
- Must at all times have a registered office in Mauritius where accounting records and statutory documents including register of members, debenture holders, and officers must be kept. It is recommended that a Register of Charges and Register of Interests be kept.
- Must at all times have a qualified company secretary who is resident in Mauritius.
- Shareholders may be individual or corporate entity.
- The acceptance and resignation of directors is mandatory.
- Shares may be subscribed by nominees but beneficial owners should be disclosed.
INCORPORATION AND ADMINISTRATION
- Excellent availability of company names for incorporation.
- Minimum incorporation time is 5 days.
ANNUAL FILING
- A GBC1 must file audited profit & loss account and balance sheet annually with the Financial Services Commission, within 6 months of the financial year-end. The accounts must be prepared in accordance with IFRS. Tax returns must also be filed with the Mauritius Revenue Authority.
- Annual meeting must be held every year not later than 15 months after previous meeting, and not later than 6 months after balance sheet date. Meetings need not be held in Mauritius.
TAXATION
- GBC1 companies are liable to taxes at the rate of 15% but provided that the GBC1 owns at least 5% of an underlying company, credit will be available on foreign tax paid on the income out of which the dividend was paid (‘underlying foreign tax credit’).
- When a company not resident in Mauritius, which pays a dividend, has itself received a dividend from another company not resident in Mauritius (a ‘secondary dividend’) of which it owns either directly or indirectly at least 5% of the share capital, such dividend will be allowable as foreign tax credit and an underlying foreign tax credit will also be available.
- Tax sparing credits are available – Under this regime the effective rate of taxation in Mauritius can be reduced, as a long stop provision exists whereby GBC1 companies may elect not to provide written evidence to the Commissioner of Income Tax showing the amount of foreign tax charged and enjoy a deemed taxation at 80% of the normal tax rate of 15%. Thus, the use of this long stop provision in isolation would reduce the effective rate of tax in Mauritius from 15% to 3%.
- There are no capital gains tax, no withholding tax on payment of dividends, interests or royalties paid to non-reidents.
TAX RESIDENCY
A GBC1 wishing to benefit from the tax relief under the Double Taxation Agreements (“DTA”), requires a Tax Residence Certificate (TRC), which is issued by the Commissioner of Income Tax in Mauritius.To obtain and maintain a Tax Residence Certificate (TRC) a GBC1 needs to comply with the following conditions demonstrating that its central management and control are effected from Mauritius:
- The Company shall at all times have at least two Directors resident in Mauritius.
- All meetings of the Board of Directors shall be held, chaired and minuted in Mauritius (Telecommunication means accepted)
- The company has a registered address in Mauritius
- The documents and company papers are kept at the registered office in Mauritius (documents may be sent at regular intervals). The company shall at all times keep its accounting records at its registered office in Mauritius.
- The company shall ensure that all its banking transactions are channeled through a bank account in Mauritius
- The company has a local company secretary and local auditors
- The company has managers, advisers and trustees/custodians, if applicable, acceptable to FSC.
The TRC is issued/renewable on an annual basis and pursuant to a specified Double Taxation Agreement (DTA) with specific formalities and undertakings having to be complied with.
