• Global Business Company

The Global Business Company (GBC) is commonly utilized for financial services activities (subject to additional licenses), international trading, and investment holding—particularly when overseas income is primarily derived from dividends, interest, and capital gains.

As a tax resident in Mauritius, a GBC can apply for a Tax Residence Certificate (TRC) from the Director General of the Mauritius Revenue Authority (MRA) when required by the tax authorities in the jurisdiction where the company operates.

Investors benefit from Mauritius' extensive network of double taxation agreements (DTAs). For a GBC to take advantage of these treaties, obtaining a TRC is necessary. The TRC is generally issued within seven days of application, provided that the required returns under the Income Tax Act 1995 have been submitted.

While a GBC may conduct some business locally, the majority of its transactions must be conducted outside Mauritius.

Key Benefits of a GBC:

  • Generous tax exemptions
  • Favourable tax rate
  • No withholding tax on dividends, interest and royalties paid
  • No capital gains tax
  • Free repatriation of profits, capital and interest
  • Protection of assets
  • Substance Requirement of GBCs →

    It is very important to note that the GBC is required to establish substance in Mauritius.  Therefore, as per the  Financial Services Act, the GBC should, at all times, satisfy the following conditions:

    • The core income generating activities (“CIGA”)1 of the GBC should be in or from Mauritius, as required under the Income Tax Act;
    • The GBC should be managed and controlled from Mauritius;
    • Be administered by a Management Company (Imara Trust is a licensed Management Company for these purposes).


    In order for the GBC to be managed and controlled from Mauritius, it should meet the following conditions:

    •  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 (Imara Trust will provide);
    • Prepares its statutory financial statements (Imara Trust will prepare) 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.

Regulatory Compliance

The Financial Services Commission of Mauritius places a lot of emphasis on the responsibilities of Board of Directors of its licensees as regards to Regulatory Compliance. Regulatory Compliance can be briefly defined as the adherence to laws, regulations, and guidelines created by the government legislation and the Regulatory Bodies which are applicable to the company based in the industry and jurisdiction in which it operates.

Some of the important considerations for the Board are as follows:

  • Licensing Conditions →
    • A company shall, at all times, comply with its Licensing Conditions failing with it may be liable to administrative sanctions by the FSC.
    • The approval of the FSC will have to be sought for any changes/extension in the licensed activity of the company.
    • The FSC shall be promptly informed of any changes in director or shareholding, and as per the Companies Act 2001 all statutory filings effected with the Registrar of Companies within 28 days of the change. In the case of a GBC holding a Special Licence, the approval of the FSC shall be sought before any change can occur in terms of shareholding, directors, officers and other functionaries.
  • Beneficial Ownership →
    • Every company must enter, in alphabetical order, the names of the Beneficial Owners or Ultimate Beneficial Owners in its share register. The Corporate and Business Registration Department (”CBRD”) should be informed of any new issue of shares where a beneficial owner is involved.
    • For the above purpose, ’Beneficial Owner’ or ‘Ultimate Beneficial Owner’ means a natural person who holds by himself or his nominee a share or interest which entitles him to exercise not less that 20% of the aggregate voting power in a meeting of shareholders or who exercises overall control over the company.
  • Licence Fees →

    Irrespective of the month of incorporation and first licensing of the company, the FSC Licence or Authorisation is valid up to 30th June and the licence fee is payable on a pro rata basis up to the said date. Thereafter, the Licence(s) or Authorisation has to be renewed and paid in full, for the period 1st July to 30th June of the following year. It is important to note that any annual fee paid within:

    (a) one month after the due date, shall be subject to an additional charge of 25% of the corresponding annual fee;

    (b) two months or more after the due date, shall be, in addition to the charge specified in paragraph (a), subject to an additional charge of 15% of the corresponding annual fee for each additional month.


    The Commission shall not be bound to accept late payment of annual fees where such payment is effected after the time specified in paragraph (a) above.
     Irrespective. of the month of incorporation and first licensing of the company, the FSC Licence or Authorisation is valid up to 30th June and the licence fee is payable on a pro rata basis up to the said date. Thereafter, the Licence(s) or Authorisation has to be renewed and paid in full, for the period 1st July to 30th June of the following year. It is important to note that any annual fee paid within:

    one month after the due date, shall be subject to an additional charge of 25% of the corresponding annual fee;

    two months or more after the due date, shall be, in addition to the charge specified in paragraph (a), subject to an additional charge of 15% of the corresponding annual fee for each additional month.

    The Commission shall not be bound to accept late payment of annual fees where such payment is effected after the time specified in paragraph (a) above.

  • Record Keeping →

    As per the Financial Intelligence and Anti-Money Laundering Act 2001 (“FIAMLA”) and the FIAMLA Regulations 2018, the Company is required to maintain on file:

    1. records of all business and financial transactions it undertakes;
    2. supporting documents of all financial transactions in and out of the company’s accounts;
    3. adequate Customer Due-Diligence (“CDD”) documents relating to all Principals of the company (i.e. shareholders, directors, Ultimate Beneficial Owners) and, when deemed necessary, the CDD of the business partners.
  • Annual Filing →
    • A company has a legal obligation to file its accounts annually with the Financial Services Commission, within 6 months of its balance sheet date. For GBCs, it shall be the audited financial statements and for ACs, it shall be a financial summary.
    • A company holding a Special Licence has a legal obligation to file its accounts annually with the FSC within 90 days / 3 months (depending on its activity) of its balance sheet date, in line with Section 20 of the Securities Act 2005 or Section 51 Insurance Act 2005 and/or under any other laws which may be applicable.
    • The FSC will impose an Administrative Penalty of USD 10.00 per business day for late filing of the Financial Statements. Such Administrative Penalty shall be capped at USD 5,000.00 as per FSC Rules made by the Financial Services Commission under Section 93 of the Financial Services Act 2007.
    • The accounts must be prepared in accordance with IFRS.
    • Tax returns must also be filed with the Mauritius Revenue Authority within 6 months of the balance sheet date.
  • Ongoing Due-Diligence →
    • In accordance with Regulation 3(1)(e) (ii) of the FIAMLA Regulations 2018, Imara Trust Company (Mauritius) Limited is required to conduct on-going due-diligence of the company to ensure that we are aware of any changes in the development of the business relationship. A risk-based approach is implemented depending on the risk-profile of the company under administration.
    • Companies classified as ‘High-Risk’ as per the guiding principles of the FSC, may be subject to higher annual and compliance fees.

Indicative Timeframe for Incorporation and Licensing

In order to ensure a smooth and timely incorporation process, ALL information requested in the Company Formation Questionnaire have to be answered. Additionally, verification documents for all individuals and/or companies in the structure all the way up to the Ultimate Beneficial Owners have go be provided.

Scanned copies of the various documents are acceptable. However, hard copies of the application forms, statutory forms and certified documents should follow by courier within 10 days.

The Clients do not have to be physically present in Mauritius for the setting up of the company and for the opening of the bank account(s).

  • Receipt of completed and signed application questionnaires and certified true copies of verification documents*


     

  • Compliance verifications and client acceptance procedures are undertaken. Upon approval of the Compliance Unit, the proposed company name is sent to the Registrar of Companies (“RoC”) for reservation.

     

  • Company formation and Annual Domiciliation invoice is issued for settlement.




     

  • Upon receipt of the Notice of Name Reservation from the RoC and settlement of our fees in full, the Consent of Statutory Forms , namely the Consent of Director Form and Consent of Shareholder Form, are for signature respectively by the Non-Resident Director(s) and the Shareholder(s).

     

  • On-line submission of application and statutory forms to the RoC .




     

  • As soon as the RoC incorporates the company, the application for licensing together with the Certificate of Incorporation are submitted to the Financial Services Commission (FSC) through its online application portal.

     

  • Licence issued the FSC upon the Company meeting all criteria as per The Financial Services (Miscellaneous Provisions) Act 2020. 
    GBC (Non-Financial Services Business): : 7 to 10 days
    AC: 5 to 7 days


NOTE: This timeline is indicative. It has been prepared based on the assumption that procedures will be running smoothly. Imara Trust cannot be held responsible for delays by the local Authorities. Following the licensing of the Company, the first Board Meeting will be held. Immediately thereafter, the application for bank account will be sent. The bank account is generally opened within 4 days.

Any questions regarding global business company gbc, contact us now!

BUSINESS
OFFSHORE