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

Greenwich Mean Time +4

 

Official language

English, French and Creole

 

National currency

Mauritian Rupee (MUR)

 

KEY CORPORATE FEATURES OF MAURITIUS GBC COMPANIES

CORPORATION
Shelf companiesNo
Governing lawsMauritius 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 timeframe3 to 4 weeks
Company nameMay be in English or French
SHARE CAPITAL
Permitted currenciesAny foreign currency 
Authorised share capitalNo
Minimum issued capitalOne (1)
Par / nominal valueCan be no par value or with par value (usually USD1.00)
DIRECTORS
MinimumTwo (2)
Corporate directorNot Allowed
Local director requirementsYes, minimum two (2)
Location of meetingAnywhere, 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 meetingsPer Constitution but usually at least one (1)
Register of directors and officersAt the registered office in Mauritius
Publicly accessible recordsNo, only upon authorization from the Company
SHAREHOLDERS
MinimumOne (1)
Bearer sharesNot allowed
Corporate shareholdersAllowed
Local shareholder requirementsNo
Location of meetingAnywhere
Minimum number of meetingsOne (1) annual meeting or resolution in lieu of same
Register of shareholdersKept at the registered office in Mauritius
Publicly accessible recordsNo, only upon authorization from the Company
BENEFICIAL OWNERSHIP
Disclosure to Mauritius authoritiesYes, but not to the public. Must notify the FSC promptly of any change in beneficial owner / ultimate beneficial ownership 
COMPANY SECRETARY
RequirementsAt all times be administered by a Management Company in Mauritius and shall have the Management Company as Secretary
REGISTERED OFFICE & REGISTERED AGENT
RequirementsMandatory to be in Mauritius
PRINCIPAL BANK ACCOUNT
LocationMauritius
ACCOUNTS
RecordsAt the registered office in Mauritius
Preparation of accounts and statutory financial statementsYes
Audit requirements and filingYes. 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 recordsNo
ANNUAL REQUIREMENTS
Annual ReturnNo
Annual FSC license feeThis 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 feeThe 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:

  1.  the company’s gross income did not exceed MUR 2m; or
  2.  it had no chargeable income
GENERAL
Corporate re-domiciliationYes
Double taxation treaty accessYes, provided that it is correctly structured and that the seat of management and control is in Mauritius
Exchange controlNo
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:

  • Foreign dividend, provided the dividend has not been allowed as a deduction in the source country;
  • Interest derived from oversea by a company other than a bank;
  • profit attributable to a permanent establishment which a resident company has in a foreign country;
  • Oversea income derived by a CIS, closed and fund, CIS manager, CIS administrator, investment adviser or asset manager licensed or approved by the Financial Services Commission; and 
  • Income derived by Companies engaged in ship and aircraft leasing.

 

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KEY CORPORATE FEATURES OF MAURITIUS AUTHORISED COMPANIES

INCORPORATION
Shelf companiesNo
Governing lawsMauritius 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 timeframe2 - 3 working days
Company nameMay be in English or French
Restricted activities
  1. Banking
  2. Financial service
  3. Carrying out the business of holding or managing or otherwise dealing with a collective investment fund or scheme as a professional functionary
  4. Providing of registered office facilities, nominee services, directorship services, secretarial services or other services for corporations
  5. Providing trusteeship services by way of business
  6. Cannot hold immovable property in Mauritius
  7. Cannot hold any share, debenture, security or any interest in any company incorporated or registered under the Companies Act 2001 or in any societe or partnership under the Code Civil Mauricien or the Code de Commerce, or in any body corporate or association formed or registered under any enactment in force in Mauritius, other than a corporation holding a Global Business Licence
SHARE CAPITAL
Permitted currenciesAny foreign currency except Mauritian Rupee
Authorised share capitalNo
Minimum issued capitalOne (1)
Par / nominal valueCan be no par value or with par value (usually USD1.00)
DIRECTORS
MinimumOne (1)
Corporate directorYes
Local director requirementsNot 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 meetingAnywhere
Minimum number of meetingsAs Per Constitution
Register of Directors and OfficersAt the registered office in Mauritius
Publicly accessible recordsNo, only upon authorisation from the company
SHAREHOLDERS
MinimumOne (1)
Bearer sharesNot allowed
Corporate shareholdersAllowed
Local shareholder requirementsNo
Location of meetingAnywhere
Minimum number of meetingsOne (1) annual meeting or resolution in lieu of same
Register of shareholdersAt the registered office in Mauritius
Publicly accessible recordsNo, only upon authorization from the company
BENEFICIAL OWNERSHIP
Disclosure to Mauritius authoritiesYes, but not to the public. Must notify the FSC promptly of any change in beneficial owner / ultimate beneficial ownership
COMPANY SECRETARY
RequirementsNot mandatory
REGISTERED OFFICE & REGISTERED AGENT
RequirementsMandatory to be in Mauritius
BANK ACCOUNT
Bank accountAnywhere. However, it is not allowed to hold any account in a bank in Mauritius currency
ACCOUNTS
RecordsAccounting 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 accountsYes
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 recordsNo
ANNUAL REQUIREMENTS
Annual returnNo
Annual FSC license feeThis 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 feeThe 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 returnAuthorised 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-domiciliationYes
Double taxation treaty accessNone
Exchange controlNo
Corporate taxationNo 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.