Article provided by Sunibel Corporate Services
As of 31st December 2019, over 20,000 companies and funds were established in Mauritius. In fact, the country is a leading platform for investors around the world and offers many benefits, especially for offshore companies. This article unveils the advantages of setting up your offshore company in Mauritius.
Advantages of setting up an offshore company in Mauritius
Mauritius presents many advantages to foreign investors, entrepreneurs, multinational companies, consultants and e-commerce businesses for the setting up of an offshore company. It is the leading country in Africa (13th internationally) for ease of doing business, and for Good Governance (Ibrahim Index of African Governance – IIAG). Mauritius also has an extensive network of Double Taxation Avoidance Agreements (DTAAs) and Investment Promotion Protection Agreements (IPPAs), and has a flexible, safe, and reliable jurisdiction.
The tax system is also a distinctive feature of Mauritius. While the tax rate is unique (15%) for corporate and individuals, there is no Withholding Tax on dividends, no Capital Gains Tax and no capital duty on issued capital. The country respect all international standards in terms of compliance (with strict Know Your Client and AML regulations), and institutions respects the confidentiality of company information and allows free repatriation of profits and capital.
Other advantages of setting up an offshore company in Mauritius include:
- Business-friendly legislation and cost-effective jurisdiction;
- Easy for foreigners to open a company;
- No obligation to pay for stamp duty or transfer shares;
- Economic and political stability;
- Presence of internationally recognised banks;
- Easy procedures from company re-domiciliation;
- No exchange control;
- No restrictions on trading;
- Double Taxation treaties with many countries;
- Privacy and security of information;
- A pool of highly qualified bilingual professionals;
- Convenient time zone; and
- Transparent, safe and internationally compliant jurisdiction.
Requirements to set up an offshore company in Mauritius
The requirements for setting up an offshore company in Mauritius will depend on the type of structure. There are two choices, namely the Global Business Company and the Authorised Company. The formation of an offshore company in Mauritius can take up to one week. The formalities, procedures and documentations prior to the formation of a company are generally completed within a week
Global Business Company
A Global Business Company (GBC) is a company registered in Mauritius and licenced by the Financial Services Commission (FSC), the country’s regulatory authority is responsible for the regulation, supervision and inspection of all financial services, other than banks. GBCs are regulated under the Companies Act 2001 and Financial Services Development Act 2001. Both regulations have set the base and transformed Mauritius as a solid and reliable International Financial Centre.
A GBC can either be a division for a foreign company, or a locally incorporated company. The GBC licence allows the offshore company to conduct business outside Mauritius while benefiting from the network of DTAAs. The Financial Services Act of Mauritius stipulates that a GBC can engage in activities such as:
- Aircraft financing and leasing
- Asset management
- Investment banking
- Consultancy services
- Financial services
- Fund management
- Information and communication technology services
- Insurance and re-insurance
- Licensing and franchising
- Logistics and/or marketing
- Operational headquarters
- Pension funds management
- Shipping and ship management
- Trading
- Trust management
The requirements for setting up a GBC in Mauritius include:
- A minimum of one shareholder (likewise if the company is a wholly owned subsidiary);
- A minimum of two qualified directors residing in Mauritius;
- Board meetings must be held in Mauritius;
- Main bank account to be held in Mauritius;
- Have physical offices in Mauritius where accounting records and statutory documents including register of members, debenture holders, and officers must be kept;
- Appoint a local management company, like Sunibel Corporate Services, to act as qualified company secretary;
- Must file audited profit and loss account and balance sheet annually with the FSC within 6 months of the financial year-end;
- Tax returns must be filed with income tax authorities;
- Have a company clause stating that disputes shall be solved by arbitration in Mauritius; and
- Shares to be registered on a securities exchange scheduled by the FSC.
Authorised Company
Under the Financial Services Act 2007, an Authorised Company is described as a company where:
- the majority of shares of voting rights or the legal/beneficial interest in a company incorporated in Mauritius are held or controlled, by a person who is not a citizen of Mauritius;
- such company proposes to conduct business principally outside of Mauritius; and
- has its control and management outside Mauritius, meaning that it is the place where:
- the strategic decisions on the company’s core activities are taken from; and
- either a majority of the board of director’s meetings are held, or where the executive management of the company is regularly exercised.
If a company does not meet these requirements, it is considered as non-resident. As such, the Authorised Company’s income will not be subject to tax in Mauritius. Unlike the GBC, an Authorised Company cannot benefit from the network of DTAAs that Mauritius has with various countries.
The documents necessary for the formation of an Authorised Company are a copy of the applicant(s) ID and/or passport, and an authentic proof of the residential address of the applicant(s). Furthermore, the registration requirements officially highlights that the name of the offshore company must finish with “LTD”, “LIMITED”, “CORPORATION”, “INCORPORATED” or “PUBLIC LIMITED COMPANY”.
An Authorised Company shall have, at all times, a registered agent in Mauritius, which shall be a management company. Sunibel Corporate Services is duly licensed by the FSC to act as a management company in Mauritius and has the experience to accompany you in the formation of your offshore company. Our duties towards Authorised Companies, as registered agent, include:
- filing of return of income with the Mauritius Revenue Authority (MRA);
- filing of a financial summary with the FSC;
- filing of any document required under relevant Acts;
- safekeeping of records (board minutes and resolutions, transaction records and such other documents as required by the FSC); and
- undertaking measures to combat money laundering and terrorist financing, and any other related offences as specified by the FSC.
It should be noted that the financial statements of an Authorised Company do not need to be audited nor to be publicly accessible.
The requirements to set up an Authorised Company include:
- Minimum of one shareholder
- Copy of ID and/or passport, and proof of the residential address
- Minimum paid up capital of one share
- Shall have a registered agent in Mauritius (i.e. management company like Sunibel Corporate Services)
- File financial summary with the FSC
- File annual tax return with the MRA
- Appointment of one director (Mauritian or foreigner)
- Have a registered office in Mauritius
- May hold meetings in any country and may attend such meetings by electronic means
- Main bank account does not need to be in Mauritius
- Due diligence: Promoters, beneficial owners/shareholders, directors, bank account signatories
Authorised Companies are not allowed to engage in the following activities:
- financial services (including banking);
- holding, managing, or dealing with a Collective Investment Scheme (or Fund) as a professional administrator;
- providing registered office facilities, or nominee, directorship and secretarial services, or other services to corporations; or
- providing trusteeship services.
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