The GBC is registered under the Companies Act 2001 and licensed by the Financial Services Commission. It is mainly used for Financial Services business (subject to additional licenses) and for investment holding activities especially when income from overseas is mainly in the form of dividends, interest, and capital gains. It is eligible for benefits from the network of Double Taxation Agreements (DTA) thus making it an effective corporate vehicle for international tax planning.
Financial services business include:
Distribution of financial products
Occupational pension scheme
Pension fund administrators
Pension scheme management
Retirement benefits scheme
Registrar and transfer agent
Such other financial business activity as may be specified in FSC rules
A Global Business Corporation is required to establish substance and be effectively managed and controlled in Mauritius. Therefore, as per the governing legislation, the GBC shall, at all times, adhere to the following conditions:
Carry out its core income generating activities in, or from, from Mauritius by:
- employing, either directly or indirectly, a reasonable number of suitably qualified persons to carry out the core activities, and
- having a minimum level of expenditure, which is proportionate to its level of activities;
Be administered by a Management Company;
Has at least 2 directors, resident in Mauritius, 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 its statutory financial statements and causes such financial statements to to be audited in Mauritius; and
Provides for meetings of directors to include at least 2 directors from Mauritius.
The Authorised Company is the ideal vehicle for international trading and private asset holding activities. It is non-resident in Mauritius for tax purposes and as such does not have access to the network of Double Taxation Agreements in force in Mauritius.
An Authorised Company:
Must be managed and controlled from outside Mauritius;
Must have a registered office and agent in Mauritius which has to be a licensed Management Company such as Imara Trust
Must file its register of members, directors and secretary as well as particulars of charges with the Authorities;
Should submit an outline of the business objective and identity of the promoter, beneficial owner and ultimate beneficial owner must be provided to the FSC;
Is allowed to have Corporate directors;
Is not allowed to have bearer shares;
Must file an annual unaudited financial summary with the FSC within six months of the balance sheet date;
Must file annual tax return to the Mauritius Revenue Authority within 6 months of the balance sheet date;
Must keep accounting records, minutes and registers at the registered office or at such other place determined by the directors
Mauritius has asserted itself as a jurisdiction for funds domicile by combining the relatively low rate of domestic taxes, competitive cost structures and attractive network of Double Taxation Agreements with African and Asian countries.
The Companies Act, the Partnership Act and the Securities Act and Rules permit establishment of open and closed ended schemes, retail, professional, hedge, private equity and venture capital funds.
Funds may also be established as protected cell companies.
Government encourages the setting up of local fund management and advisory companies with local presence. Low cost professional and administration support combined with treaty benefits enable efficient operation of funds from Mauritius.
PROTECTED CELL COMPANY
The Protected Cell Company (PCC) in accordance with the Protected Cell Companies Act 1999, is a distinct legal structure made up of cellular assets or non-cellular assets or a combination of both cellular and non-cellular assets.
The PCC structure is particularly attractive for global business funds, both collective investment schemes and closed-end funds, as the cellular assets attributable to a cell will only be affected by the liability of the company arising from transactions attributable to that cell. Although the PCC is recognized as a single legal entity, this ring-fencing of assets provides increased protection to investors of individual cells.
There is no limitation as to the number of cells a PCC can create. It is a very flexible structure which provides significant cost effectiveness prospects. PCCs can also be used for asset holding, structured finance and insurance business.
Limited Partnership is an ideal and flexible vehicle to carry out investment activities. It carries the additional advantage of being structured as a look-through vehicle for tax purposes if so desired.
The Mauritian Limited Partnership (LP) combines features of both a company and of a partnership. It can have separate legal personality just like a company while at the same time enabling some partners, known as limited partners, to contribute and participate in the returns of the LP without being engaged in the day to day management of the LP. The General Partner is responsible for managing the business and affairs of the Limited Partnership and is personally liable for the debts of the partnership. A LP is required to have a registered agent in Mauritius.
LIMITED LIFE COMPANIES
Companies can be incorporated as or converted to Limited Life Companies and, where properly adapted, can fulfill the functions of a limited partnership. The Limited Life Company is widely used for private equity funds and management companies.