Do I need to travel to Mauritius to set up my corporate structure and bank account?

No. Everything can be done via telephone, email and courier. A physical presence is not required unless your company is applying for a special licence type that requires an FSC meeting.

What company type do I need? Global Business or Domestic?

This will largely depend on your circumstances and the proposed activity of the company. Get in touch with us for a free consultation.

What will happen to existing GBC1 and GBC2 companies under the new rules?

Existing GBC1 companies, where licenses were issued on or before 16 October 2017, will be grandfathered until 30 June 2021. Licenses issued after 16 October 2017 will be grandfathered until 31 December 2018. The GBC2 category will be abolished from 1 January 2019. Existing GBC2 companies, where licences were issued on or before 16 October 2017, will be grandfathered until 30 June 2021. Licences issued after 16 October 2017 will be grandfathered until 31 December 2018. After 31 December 2018 or 30 June 2021 as applicable, GBC2 licences will lapse and companies will need to comply with the prescribed requirements of the GBL as issued by the FSC.

Is Mauritius a safe place to bank and do business?

Very safe! Mauritius has 23 banks and is ranked among the top international finance centres in the world. It is rated as fully compliant by the OECD’s Global Forum on Transparency and Exchange of Information for Tax Purposes. In terms of location, Mauritius serves as an excellent springboard for investment into Africa and Asia.

What documentation is required to set up an entity in Mauritius?

Documentation requirements will vary depending on the type of entity that a client wishes to establish. It will also vary according to the proposed ownership structure of a new company – whether it will be held by individuals/legal entities or trusts. Upon engagement, Sovereign will provide a detailed list of the requirements in order to simplify the process.

What languages are spoken by your office in Mauritius?

English, French, Creole and Afrikaans.

Corporate Services in Mauritius

Mauritius Company Registration And Formation Services

About

The principal statute governing the formation and operation of Mauritius companies is the Companies Act 2001, which has been regularly amended to keep pace with changes in respect of Mauritius incorporated companies and international good practice.

The registrar for Mauritius companies is the Corporate and Business Registration Department of the Ministry of Finance and Economic Development, which administers the Companies Act 2001, the Business Registration Act 2002, the Insolvency Act 2009, the Limited Partnerships Act 2011 and the Foundations Act 2012.

In addition to domestic Mauritius companies, companies incorporated in Mauritius for the purpose of doing business primarily outside of Mauritius are designated as Global Business Companies (GBCs). These are governed by the Financial Services Act 2007, which simplifies the regulatory regime and consolidates the legislative framework of the global business sector.

More about the Financial Service Act 2007

Under the Act, an applicant for a Global Business Licence is required to submit the appropriate application to the Mauritius Financial Services Commission (FSC), the integrated regulator for the non-bank financial services sector and global business.

An application must be submitted through a Management Company (MC) that is licensed by the FSC under Section 77 of the Financial Services Act to set up, manage and provide nominee and other services to a corporation that carries on or intends to carry on any global business, and such class of corporation as may be prescribed, or act as corporate trustee or qualified trustee under the Trusts Act 2001.

Mauritius has built a solid reputation internationally as being a jurisdiction of substance. When determining whether the conduct of business is managed and controlled from Mauritius, the FSC will also take into consideration whether a corporation fulfils the following criteria:

Has at least two directors, resident in Mauritius, who are appropriately qualified and of sufficient calibre to exercise independence of mind and judgment;
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;
Prepares and audits its statutory financial statements in Mauritius;
Provides for meetings of directors, to include at least two directors from Mauritius.

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Why incorporate with Sovereign?

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As a leading international financial centre, Mauritius maintains an environment of transparency, stability and predictability providing the right platform to investors for doing business. Quality of service and the availability of highly qualified professionals are key components of this platform. Sovereign Mauritius (Trust) Company holds a full MC licence from the FSC and offers the necessary expertise in registering, setting up and managing companies In Mauritius and elsewhere.

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Once a company has been incorporated, Sovereign will then provide on-going domiciliary services of the highest quality to maintain your company’s good standing in accordance with local requirements. This includes the provision of registered office facilities and (if required) nominee shareholder services, together with annual filings.

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Sovereign offers the necessary expertise in administering and managing companies, including company law, board procedures, director responsibilities and shareholder relations, and financial and corporate compliance requirements. We also provide directors for many of the companies that we incorporate in order to ensure that their affairs can be properly managed and controlled from their place of incorporation. This service is often combined with our other company management and/or our domiciliary services.

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We further provide the administrative support to maximise opportunities and achieve long-term sustainability, from full back-office solutions to assistance with tax and regulatory compliance. This includes accountancy, human resources, pensions, insurance, obtaining local licences and permits, executive relocation and specialist tax advice.

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First and foremost Sovereign needs to understand your business requirements, strategies and goals. We will never recommend any structure that would not be effective if scrutinised by regulators and tax authorities, either in foreign markets or in your home jurisdiction. Sovereign provides progressive solutions that will work on both a practical and a legal basis to secure your commercial objectives.

Conducting Business in Mauritius

Mauritius offers a business environment that is highly conducive to investment and business growth. Setting up a company and starting a business activity in Mauritius is a simple and straightforward process. Important factors in deciding to use a particular type of corporate structure are the tax and regulatory treatment that will be applied both in Mauritius and any foreign country. It is therefore essential that appropriate legal and tax advice is sought in all relevant jurisdictions to determine the type of corporate vehicle that will be best suited to your circumstances.

There are several options available to overseas companies seeking to create a presence in Mauritius. Selecting the best option will depend upon a number of factors, including:

The expected nature and scale of the business activities
The levels of risk anticipated in the start-up stages
The intended duration of the business activities
Accounting and taxation considerations
Mauritius statutory compliance and reporting obligations
Commercial considerations

The Companies Act 2001 applies to all companies whether domestic or those with a global business licence. The Companies Act has been regularly amended to keep pace with changes in respect of Mauritius companies and international practice and standards. Other types of business entity include partnerships, sole proprietorships, foundations and foreign branches. Companies can be formed as a public company, a private company, a small private company or a one-person company. Every company is a public company unless it is stated in its application for incorporation or its constitution that it is a private company. Private companies cannot have more than 25 shareholders. Companies can further be licensed as a Domestic Company or as a Global Business Company (GBC).

Business Entities

GBC1 & GBC2

Domestic Companies

Domestic Companies

A domestic company is the best way to conduct business with Mauritian residents and is the preferred vehicle for investing in Mauritius. A company incorporated in Mauritius can be 100% foreign-owned and there is no minimum capital requirement.

The following types of company may be incorporated in Mauritius:

Company limited by shares
Company limited by guarantee

Global Business Companies (GBCs)

GBC1 & GBC2

Global Business Companies (GBCs)

Companies incorporated in Mauritius for the purpose of doing business primarily outside Mauritius are designated as Global Business Companies (GBCs) and are governed by the Financial Services Act 2007.

Prior to 2018, any resident corporation that proposed to conduct business outside Mauritius could apply to the Financial Services Commission (FSC) for a Category 1 Global Business Licence (GBC1) or a Category 2 Global Business Licence (GBC2).

New Global Business License GBL

New Global Business License GBL

In November 2016, Mauritius joined the BEPS Inclusive Framework, which commits signatories to implementing the minimum standards put forward by the OECD on harmful tax practices, tax treaty abuse, country-by-country reporting, and dispute resolution mechanisms.

In order to comply with this commitment, in August 2018 the Mauritian parliament approved the Finance (Miscellaneous Provisions) Bill, which provides for proposed changes to the tax regime for corporations with global business licences.

Limited Partnerships

Limited Partnerships

A Mauritian Limited Partnership (LP) combines the features of both a company and a partnership that offers a flexible vehicle that is ideally suited to carry out investment activities. It also carries the advantage of being structured as a look-through vehicle for tax purposes if so desired.

An LP is governed by the Limited Partnerships Act 2011. There must be a partnership agreement that is binding upon the partners, setting out the affairs of the partnership and the conduct of its business.

Limited Liability Partnerships

Limited Liability Partnerships

A limited liability partnership (LLP) combines the features of both a company and a limited partnership. It can be used to offer professional or consultancy services and also legal services under a Global Legal Advisory Services Licence.

An LLP structure also has the flexibility to provide key individuals with a stake in the underlying business without disturbing the share ownership in a company. This can often be advantageous for family-owned or private companies where shareholders are unwilling to dilute their shareholdings but recognise the need to provide long-term incentives to staff.

Protected Cell Companies

Protected Cell Companies

A Protected Cell Company (PCC) is a company that is a single legal entity but which may be segregated into cells, such that the assets and liabilities of each cell are legally separate from the assets and liabilities of any other cell.

PCCs in Mauritius are governed by the Protected Cell Companies Act 1999 and are mainly used for asset holding, structured finance business, collective investment schemes and closed-end funds, insurance business and external pension schemes. A PCC simplifies administration and reduces costs of operation.

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