GENERAL INFORMATION
Officially the Republic of Mauritius, it is situated in the Indian Ocean, about 2,000km off the Southeast coast of the African continent. Port Louis is the capital city.
Mauritius is a well-established, trusted and transparent international financial centre that offers political stability, sound economic policy and good governance with a robust, diversified and innovation-driven economy.
The Stock Exchange of Mauritius Ltd (SEM) was incorporated in Mauritius on 30 March 1989, and in 2008, SEM became a public company. SEM has grown over the last two decades to place it among the leading exchanges in Africa in terms of operational excellence. SEM is today a full-fledged member of the World Federation of Exchanges (WFE).
Financial services in Mauritius are regulated by the Financial Services Commission, Mauritius (FSC).
Other basic facts: | Time zone | +4:00 GMT |
Official language | English, French and Creole | |
National currency | Mauritian Rupee (MUR) |
KEY CORPORATE FEATURES OF MAURITIUS GBC COMPANIES
CORPORATION | |
Shelf companies | No |
Governing laws | Mauritius GBCs are governed by The Companies Act, 2001 the Financial Services Act 2007 and regulated by the Mauritius Financial Services Commission. GBCs may be liable to penalties for failure to comply with the Companies Act 2001 or the Financial Services Act 2007 |
Incorporation timeframe | 3 to 4 weeks |
Company name | May be in English or French |
SHARE CAPITAL | |
Permitted currencies | Any foreign currency |
Authorised share capital | No |
Minimum issued capital | One (1) |
Par / nominal value | Can be no par value or with par value (usually USD1.00) |
DIRECTORS | |
Minimum | Two (2) |
Corporate director | Not Allowed |
Local director requirements | Yes, minimum two (2) |
Location of meeting | Anywhere, but the 2 directors from Mauritius must participate in such meetings. However, in order to satisfy the requirement that the company is managed and controlled from Mauritius the meeting should be chaired from Mauritius |
Minimum number of meetings | Per Constitution but usually at least one (1) |
Register of directors and officers | At the registered office in Mauritius |
Publicly accessible records | No, only upon authorization from the Company |
SHAREHOLDERS | |
Minimum | One (1) |
Bearer shares | Not allowed |
Corporate shareholders | Allowed |
Local shareholder requirements | No |
Location of meeting | Anywhere |
Minimum number of meetings | One (1) annual meeting or resolution in lieu of same |
Register of shareholders | Kept at the registered office in Mauritius |
Publicly accessible records | No, only upon authorization from the Company |
BENEFICIAL OWNERSHIP | |
Disclosure to Mauritius authorities | Yes, but not to the public. Must notify the FSC promptly of any change in beneficial owner / ultimate beneficial ownership |
COMPANY SECRETARY | |
Requirements | At all times be administered by a Management Company in Mauritius and shall have the Management Company as Secretary |
REGISTERED OFFICE & REGISTERED AGENT | |
Requirements | Mandatory to be in Mauritius |
PRINCIPAL BANK ACCOUNT | |
Location | Mauritius |
ACCOUNTS | |
Records | At the registered office in Mauritius |
Preparation of accounts and statutory financial statements | Yes |
Audit requirements and filing | Yes. A GBC shall file with the Mauritius FSC within six months of its financial year end, audited financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”). Where a GBC has one or more subsidiaries, it is required to prepare group financial statements unless it is itself a wholly or virtually wholly-owned subsidiary and its holding / ultimate holding company prepares consolidated financial statements under IFRS. A penalty of USD10 per business day is now applicable by the FSC for late filing up to a statutory limit. |
Publicly accessible records | No |
ANNUAL REQUIREMENTS | |
Annual Return | No |
Annual FSC license fee | This is due and payable on incorporation and 1st July of every subsequent year after the license is first issued. Where the annual fees and charges for late payment remain unpaid for 12 months as from the date it is due and payable, the license shall lapse and the company cannot undertake any activities |
Annual ROC fee | The fee is payable to the Mauritius Registrar of Companies no later than 20 January in each year, failing which a penalty of 50% of the fees will be applicable |
Tax Return | GBC is resident for tax purposes. It is required to file an annual tax return with the Mauritius Revenue Authority within six months of its financial year end. Further, GBC is required to submit an APS Statement within three months of the end of the quarter and pay tax quarterly on the basis of either last year’s income or the income of the current quarter. However, a company may not submit an APS Statement in respect of an APS quarter where in the accounting year immediately preceding the commencement of that APS quarter:
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GENERAL | |
Corporate re-domiciliation | Yes |
Double taxation treaty access | Yes, provided that it is correctly structured and that the seat of management and control is in Mauritius |
Exchange control | No |
Taxation | GBC company is taxed at the rate of 15%, but it may however benefit from an income tax exemption of 80% with respect to:
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KEY CORPORATE FEATURES OF MAURITIUS AUTHORISED COMPANIES
INCORPORATION | |
Shelf companies | No |
Governing laws | Mauritius Authorised Companies are governed by The Companies Act 2001, the Financial Services Act 2007 and regulated by the Mauritius Financial Services Commission. Authorised companies may be liable to penalties for failure to comply with the Companies Act 2001 or the Financial Services Act 2007 |
Incorporation timeframe | 2 - 3 working days |
Company name | May be in English or French |
Restricted activities |
|
SHARE CAPITAL | |
Permitted currencies | Any foreign currency except Mauritian Rupee |
Authorised share capital | No |
Minimum issued capital | One (1) |
Par / nominal value | Can be no par value or with par value (usually USD1.00) |
DIRECTORS | |
Minimum | One (1) |
Corporate director | Yes |
Local director requirements | Not compulsory but in cases where local directors are appointment, it is essential to ensure that place of effective management ("POEM") is maintained outside Mauritius |
Location of meeting | Anywhere |
Minimum number of meetings | As Per Constitution |
Register of Directors and Officers | At the registered office in Mauritius |
Publicly accessible records | No, only upon authorisation from the company |
SHAREHOLDERS | |
Minimum | One (1) |
Bearer shares | Not allowed |
Corporate shareholders | Allowed |
Local shareholder requirements | No |
Location of meeting | Anywhere |
Minimum number of meetings | One (1) annual meeting or resolution in lieu of same |
Register of shareholders | At the registered office in Mauritius |
Publicly accessible records | No, only upon authorization from the company |
BENEFICIAL OWNERSHIP | |
Disclosure to Mauritius authorities | Yes, but not to the public. Must notify the FSC promptly of any change in beneficial owner / ultimate beneficial ownership |
COMPANY SECRETARY | |
Requirements | Not mandatory |
REGISTERED OFFICE & REGISTERED AGENT | |
Requirements | Mandatory to be in Mauritius |
BANK ACCOUNT | |
Bank account | Anywhere. However, it is not allowed to hold any account in a bank in Mauritius currency |
ACCOUNTS | |
Records | Accounting records may be kept at the registered office or at such other place as the directors may determine. The registered agent must be notified of the full address of the place (other than the registered office) where the accounting records are kept |
Preparation of accounts | Yes |
Audit requirements and filing | Not required but financial summary to be filed with Mauritius FSC within six months of reporting date. For newly incorporated Authorised companies, the first financial summary may cover an accounting period not exceeding 18 months starting from their licence date. An administrative penalty of USD10 will be applicable for each business day of non-compliance with filing of the financial summary with the FSC, up to a statutory limit. |
Publicly accessible records | No |
ANNUAL REQUIREMENTS | |
Annual return | No |
Annual FSC license fee | This is due and payable on incorporation and 1st July of every subsequent year after the license is first issued. Where the annual fees and charges for late payment remain unpaid for 12 months as from the date it is due and payable, the license shall lapse and the company cannot undertake any activities. |
Annual ROC fee | The fee is payable to the Mauritius Registrar of Companies no later than 20 January in each year. The annual fee is increased if payment is effected after the due date. |
Tax return | Authorised company is treated as non-resident for tax purposes on the basis that POEM is maintained outside Mauritius. however, it is required to submit a return of income to the Mauritius Revenue Authority within six months of its year end. |
GENERAL | |
Corporate re-domiciliation | Yes |
Double taxation treaty access | None |
Exchange control | No |
Corporate taxation | No corporate tax on foreign sourced income and no withholding tax on distribution and payment. However, POEM must be maintained outside Mauritius at all times. |
The information in this document is not advice of any kind but general information only and should not be relied on as legal advice. Kensington Trust Group recommends seeking professional advice on legal or tax issues affecting you before relying on it. While Kensington Trust Group tries to ensure that the content of this document is accurate, adequate or complete, it does not represent or warrant, express or implied, its accuracy, correctness, completeness or use of any of the information. Kensington Trust Group does not assume legal liability for any loss suffered as a result of or in relation to the use of this document. To the extent permitted by law, Kensington Trust Group excludes any liability for negligence, for any loss, including indirect or consequential damages arising from or in relation to the use of this document.