Global Business Companies and Authorized Companies
In a bid to enhance the competitiveness and transparency of Mauritius as a financial centre, the Global Business Sector has undergone significant reforms.
As from 1 January 2019, the Category 1 Global Business Company (GBC1) is known as the Global Business Company (GBC). The Mauritius Financial Services Commission (FSC) has suspended the Category 2 Global Business Licence in favour of a new type of entity known as the Authorised Company (AC).
The GBC is resident for tax purposes in Mauritius and can avail itself of the benefits of the double taxation treaties signed by Mauritius with India, China, Italy, Luxembourg, Thailand, Rwanda, South Africa, Singapore and other countries. The GBC may conduct business in Mauritius provided that the majority of its transactions are conducted outside of Mauritius.
On the other hand, an AC is non-resident for tax purposes and is therefore not liable to pay income tax in Mauritius. The AC is typically used where no tax treaty benefits are sought. Companies that are engaged in investment holding, invoicing, marketing, international trading activities and/or non-financial consultancy services often employ such a structure.
A domestic company (also referred to as a local company, is a company resident in, and incorporated under, the laws of Mauritius and governed by the Mauritius Companies Act 2001. It can access the Double Taxation Agreements (DTAs) which Mauritius has in place. It is also taxed at a flat rate of 15% on chargeable income and is not subject to withholding tax on capital gains tax, dividends or exchange controls in Mauritius.
Key Features of a Domestic Company:
- Tax-resident of Mauritius eligible to benefit from the network of Double Taxation Avoidance Agreements (DTAAs)
- Taxed at 15 %
- No tax on dividends, interest and payables
- No stamp duty
- No inheritance taxes
- No exchange controls
- Can hold immovable properties like villas or apartments
- Operations within and from the Freeport zone
- Can transact with Mauritian and foreign companies
- Can be a base entity for a Protected Cell Company
A domestic company can either be:
- Private Company
- Public Company
There are three types of domestic companies in Mauritius:
- Limited by shares
A company formed on the principle of having the liability of its shareholders limited by its constitution to any amount unpaid on the shares respectively held by the shareholder.
- Limited by guarantee
A company formed on the principle of having the liability of its members limited by its constitution to such amount as the members may respectively undertake to contribute to the assets of the company in the event of its being wound up.
- Limited by both shares and guarantee
A company whose constitution limits its life to a period not exceeding 50 years from the date of its incorporation. However, this period may be extended to a maximum of 150 years. Its constitution contains specific matters as laid down in the law.
In Mauritius, funds are generally structured as companies, limited partnerships and protected cell companies. They are authorised to operate as either open-ended or closed-end funds under the Securities Act 2005.
A fund can be self-managed or may appoint a CIS manager subject to the approval of the FSC. However, most funds choose to incorporate a CIS Manager, also known as an Investment Manager, in Mauritius in order to manage the CIS. Though this is not compulsory, it can help strengthen the tax residence of the CIS in Mauritius. The Investment Manager will have to demonstrate a proven track record in fund management to be granted a licence by the FSC.
Protected Cell Companies
A Protected Cell Company (PCC – also known as a Segregated Portfolio Company) is a corporate structure in which a single legal entity is comprised of a core and several self-contained cells that have separate assets and liabilities for the purposes of separating and protecting individual Cell assets from the threat of contamination by the failure of another asset. PCCs in Mauritius are governed by the Protected Cell Companies Act 1999 (as amended in 2005) and the Protected Cell Companies (Amendment of Schedule) Regulations 2005.
- A PCC may create one or more cells
- A PCC is a single legal person
- Pays a cellular dividend in respect of “Cell Shares”
- May benefit from the network of Double Taxation Agreements
- No minimum capital requirement
- May be incorporated, continued or converted to an existing company
PCCs are perceived to be of interest to a wide variety of insurance companies for the following reasons:
- Reduced administrative costs;
- Reduced individual regulatory compliance;
- Offering a better investment security environment; and
- Better returns for the investor.
As a single company with multiple cells, the PCC can deliver reduced operating costs. The PCC offers a wide range of applications such as asset holding, structured finance business, collective investment schemes and close-ended funds and insurance business. A PCC is the ideal vehicle to act as an umbrella fund.
Mauritian offshore trusts are legal structures governed by the Mauritius Trust Act 2001 and used for asset protection, inheritance planning and wealth management purposes.
Trusts permit the separation of legal and beneficial ownership: i.e. the property is legally owned by the trustees but is held and administered for the benefit of the beneficiaries or for a purpose. A Mauritian trust provides a legitimate means to protect assets against personal liability, high taxes, exchange controls or risk of confiscation. Confidentiality is ensured through the absence of non-disclosure requirements as regards the Settlor or Beneficiary.
Mauritian trust law allows for the formation of life interest trusts, discretionary trusts, fixed interest trusts, purpose trusts, charitable trusts, protective trusts, asset protection trusts.