Global Business Mauritius

GBL1 & GBL2

Category One Global Business Company

Uses
  • Holding intellectual property including copyright, industrial designs, patents, trademarks, service marks
  • ­Leasing
  • ­Financial Services
  • ­International Licensing & Franchising
  • Ideal investment vehicle and holding company – no withholding taxes on payment of dividends and royalties in other countries
  • ­Preferred fund structure in Mauritius
  • ­Continuation of companies from other jurisdictions in Mauritius
  • ­Purchase and Rental of Equipment
Salient Features
  • Tax resident in Mauritius
  • ­No capital gains tax, stamp duties or inheritance tax
  • ­No withholding tax on payment of dividends, interests or royalties
  • ­Taxed at 15% but with potential effective rate of 0 – 3%
  • ­Access benefits of DTA network – subject to holding a Tax Residence Certificate (TRC)
  • ­Can be converted into a GBL2
  • ­No minimum capital required
  • ­Can be migrated to another jurisdiction
  • ­Confidentiality
  • ­Corporate director not allowed
  • ­Minimum one resident director but at least two for TRC
Permitted Activities

A body corporate in form of a Partnership, Company or Trust can apply for a GBL1 to carry out qualified global business activities such as:

  • ­Asset Management
  • ­Consultancy Services
  • ­Financial Services
  • ­Fund Management
  • ­Operational Headquarters
  • ­Trading
  • ­Information and Communication Technology Services
  • ­Insurance
  • ­Shipping and Ship Management
  • ­Licensing and Franchising
  • ­Logistics and/or Marketing
  • ­Credit Rating Agencies / Rating Agencies
  • ­Payment Intermediary Services
  • ­Actuary Services
  • ­Assets Management
  • ­Credit Finance
  • ­Custodian services (non-CIS)
  • ­Distribution of Financial Products
  • ­Factoring
  • ­Leasing
  • ­Pension Funds
  • ­Occupational Pension Scheme
  • ­Pension Fund Administrators
  • ­Pension Scheme Management
  • ­Retirement Benefits Scheme
  • ­Superannuation Funds
  • ­Registrar and Transfer Agent
  • ­Treasury Management
  • ­Other financial business activity approved by the FSC
Management & Control

In order to position Mauritius as a jurisdiction of substance, the Financial Services Commission has provided guidelines with regards to the control and management of conduct of business for a GBC1.

Central management and control of a GBC1 is established provided that the GBC1

  • ­Shall have or has at least 2 directors, resident in Mauritius, who are appropriately qualified and are of sufficient calibre to exercise independence of mind and judgement
  • Shall maintain or is maintaining, at all times, its principal bank account in Mauritius
  • Shall keep and maintain or is keeping and maintaining, at all times, its accounting records at its registered office in Mauritius
  • Shall prepare, proposes to prepare or prepares its statutory financial statements and causes or proposes to have such financial statements to be audited in Mauritius
  • Shall provide or provides for meetings’ of directors to include at least two directors from Mauritius and
  • Where authorised/licensed as a collective investment scheme, closed-end fund or external pension scheme, is administered from Mauritius.

Additionally, when determining whether a corporation is managed and controlled from Mauritius, the FSC will also consider whether at least one of the following criteria is met by the GBC1: ­

  • It has or shall have office premises in Mauritius
  • It employs or shall employ, on a full time basis at administrative/technical level, at least one person who shall be resident in Mauritius
  • ­Its constitution contains a clause whereby all disputes arising out of the constitution shall be resolved by way or arbitration in Mauritius
  • It holds or is expected to hold within the next 12 months, assets (excluding cash held in bank account or shares/interests in another corporation holding a Global Business Licence) which are worth at least USD $100,000 in Mauritius
  • ­Its shares are listed on a securities exchange licensed by the FSC or
  • It has or is expected to have a yearly expenditure in Mauritius which can be reasonably expected from any similar corporation which is controlled and managed from Mauritius.

The onus will be on the corporation to satisfy the FSC that its level of expenditure in Mauritius is reasonable. Reasonableness of expenditure would be judged in the light of circumstances of each case. Factors to be considered to decide whether the level of expenditure of a corporation is reasonable include the type of activity of the corporation, its average turnover, the country/countries in which it is conducting business, the value of its net assets and the industry average

Tax
  • A GBC1 is resident in Mauritius for tax purposes and can access the double tax treaties benefits and deemed tax credit benefit if holds a Tax Residence Certificate, i.e. its management and control is exercised from Mauritius.
  • ­A GBC 1 is taxed on its net chargeable income at the concessionary rate of 15%.
  • ­Tax sparing credits are available: A GBC 1 can claim a foreign deemed tax credit of 80% of the concessionary rate for withholding taxes suffered abroad on income remitted to Mauritius and for foreign corporation tax charged on income out of which dividend is paid. In other words, the effective tax rate payable varies between 0 – 3%.
  • ­Provided that a GBC1 owns at least 5% of an underlying company, credit will be available on foreign tax paid on the income out of which the dividend was paid (“underlying foreign tax credit”). When a company not resident in Mauritius, which pays a dividend, has itself received a dividend from another company not resident in Mauritius (a “secondary dividend”) of which it owns either directly or indirectly at least 5% of the share capital, such dividend will be allowable as a foreign tax credit and an underlying foreign tax credit will also be available.
  • ­Mauritius has no thin capitalisation rules. Interest and royalty payments paid by a GBC1 are fully tax deductible in Mauritius.
  • ­There is no withholding tax on outward payments from Mauritius, no capital gains tax or estate duty and no registration duty, levy on VAT on global business transactions. There are no stamp duties or capital taxes.

Category Two Global Business Company

Uses
  • Perfect holding company often used as Special Purpose Vehicle internationally. It is user-friendly and simple incorporation procedures.
  • ­May be used as a trading company for import and export of goods and can act as a re-invoicing vehicle to facilitate transfer pricing
  • ­Can be used for treasury management and hedging in various currencies
  • ­Can hold assets and act as an investment company for high net worth individuals
  • ­Can be used in combination with trusts to provide for flexibility and confidentiality of ultimate beneficial owners
  • ­Acts as a holding company so that it will not be liable to any tax in Mauritius but can still have its board meetings held overseas
  • ­Suited not only for trading purposes, but for international contracts or holding of assets within the context of E.U directives on taxation of savings
  • ­Continuation from other jurisdictions in Mauritius permissible
Salient Features
  • Tax exempt entity
  • ­No access to Double Taxation Avoidance network
  • ­Strict confidentiality except on court order for the purpose of any enquiry or trial into, or relating to, the trafficking of narcotics, drugs, arms trafficking or money laundering
  • ­No withholding tax on dividends, interest and royalties
  • ­Can be converted into a GBC1
  • ­No requirement to have accounts audited and filed
  • ­No minimum capital requirement
  • ­May be migrated
  • ­Corporate director is allowed and can be resident anywhere
  • ­Minimum Shareholder: 1 – Maximum Shareholder: 25
  • ­Limited local filing obligations
  • ­Must have a management company as its registered ag
Permitted Activities
  • Non-Financial Consultancy
  • ­IT Services
  • ­Logistics
  • ­Marketing
  • ­Shipping
  • ­Ship Management
  • ­Trading (Non-Financial)
  • ­Passive Investment Holding
  • ­One off transaction using a Special Purpose Vehicle
  • ­Other activities approved by the FSC
Restricted Activities
  • Banking
  • Financial Services
  • Carrying out the business of holding or managing or otherwise dealing with a collective investment fund or scheme as a professional functionary.
  • Provision of registered office facilities, nominee service, directorship services, secretarial services or other services for corporations.
  • Providing trusteeship services by way of business.
Tax
  • Not considered as a Mauritius tax resident company
  • ­No benefit from the Mauritius double taxation treaty network
  • ­Exempt from all forms of taxation, stamp duty and estate duty
  • ­Complete freedom from exchange controls

GBL1 & GBL2: Comparative

FeatureGBC1GBC2
Activity
  • ­Any type of activity as per the Business Plan filed with FSC
  • ­Any changes to Business Plan/activities or working principle to be notified to the FSC
  • Allowed to carry out only qualified activities and excluding:
  • ­Banking
  • ­Financial services
  • ­Carrying out the business of holding or managing or otherwise dealing with a collective investment fund or scheme as a professional functionary
  • ­Providing of registered office facilities, nominee services, directorship services, secretarial services or other services for corporations and
  • ­Providing trusteeship services by way of business
Business within Mauritius The purpose of the company must be to conduct business outside Mauritius, but it can also:
  • ­conduct business in Mauritius
  • ­deal with a person resident in Mauritius or with a GBC2; or
  • ­hold shares or other interests in a corporation resident in Mauritius
Ultimate purpose of the company must be to make an investment or provide a product or service outside Mauritius
Tax Residence Certificate Taxable in Mauritius and as such, qualifies as a tax resident and may apply for Tax Residence Certificate (TRC) Not taxable in Mauritius and consequently not tax resident and not eligible for TRC
Income Tax
  • ­Corporate tax rate varies between 0 and 3% (maximum)
  • ­Foreign source income: Tax rate of 15% but maximum effective rate is 3% (15% on chargeable income less foreign tax credit)
  • ­If proof of foreign taxes cannot be provided, claim is allowed for a deemed tax credit of 80% of Mauritius tax payable
No corporate income tax in Mauritius
Capital Gains Tax Nil, unless gain derived on disposal of immovable property in Mauritius Nil
Licensing Conditions Varies based on activities Standard
Minimum Regulatory Fees
  • ­FSC: USD 500 + 1,750
  • ­ROC: USD 300
  • ­MRA: USD 200 per TRC
  • ­FSC: USD 235
  • ­ROC: USD 65
Holding shares in a Management Company Not allowed Not allowed
Holding Immovable Property in Mauritius Allowed if approval has been obtained from the Prime Minister's Office under the Non-Citizens (Property Restrictions) Act 1975 Not allowed
Holding of shares in a GBL company May hold shares in a GBC2 except where shareholders or beneficial owners are Mauritian residents May hold shares in a GBC
Directors & Officers
Corporate Director Not allowed Allowed
Minimum Directors 2 individuals ordinarily resident in Mauritius for treaty access Only 1 and need not be Mauritian
Location of Board Meetings In Mauritius for treaty access Anywhere
Secretary Local and qualified secretary - provided by the management company Not needed, need only registered agent - provided by the management company
Registered Office Mauritius - provided by the management company
CDD Required on all directors, beneficial owners, promoters, account signatories, shareholders
Accounts & Reporting
Financial Statements Submission of Audited Financial Statements (AFS) to FSC within 6 months of financial year end or 3 months if holding certain types of licences Financial summary (not audited) to be filed within 6 months of financial year end
Financial Reporting
  • ­AFS in accordance with IFRS or internationally recognised accounting standards agreed by the FSC
  • ­Financial Statements should be audited in accordance with International Standard on Auditing (ISA) by an auditor licensed by the Financial Reporting Council (FRC)
Financial summary as per the Ninth Schedule to the Companies Act 2001 - no need not be audited
Annual Return Not required
Beneficial interest held by Mauritian Resident Allowed Allowed provided management, control and ownership are maintained outside Mauritius
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About Us

Founded in 2010 and licensed by the FSC Mauritius, GFin Corporate Services Ltd., a Mauritius management company, provides legal, tax, fiduciary, investment and fund administration services to private, corporate and institutional clients. We provide administration, corporate secretarial, accounting and management services to Mauritius-formed entities.

We deliver tailor-made solutions to our privileged clients whether they are an entrepreneur or an established international group.

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GFin Corporate Services Mauritius

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GFin

GFin Corporate Services Ltd.

A : Level 6, GFin Tower, 42 Hotel Street, Cybercity, Ebene 72201, Mauritius.

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F : +230 454 68 24