FDI inflow

DIRECTORS

International Companies require a minimum of one director who may be natural persons or bodies corporate.

Offshore Companies require a minimum of two directors who must be natural persons. The directors of Mauritius companies need not be resident in Mauritius and may be of any nationality. For Offshore Companies wishing to obtain treaty relief resident directors are required.

COMPANY SECRETARY

An International Company may appoint a company secretary who may be a natural person or a body corporate, be of any nationality and need not be resident in Mauritius.

Offshore Companies require the appointment of a company secretary, who must be resident in Mauritius.

SHAREHOLDERS

International Companies require a minimum of one shareholder.

Offshore Companies require a minimum of two shareholders or one if the company is to be a wholly owned subsidiary.

CORPORATE FEATURES

TYPE OF LAW

Common Law for corporate matters.

PRINCIPAL CORPORATE LEGISLATION

There are two types of company used for international tax planning. The International Company is similar to a British Virgin Island International Business Company and is non-resident for tax purposes. The Offshore Company is resident for tax purposes and can access Mauritius’ network of double tax treaties, provided that it is correctly structured and that the seat of management and control is Mauritius.

TYPE OF COMPANY FOR INTERNATIONAL TRADING

International Company.

PROCEDURE TO INCORPORATE

International Company - Submission of the Memorandum and Articles of Association and a Certificate from the Registered Agent confirming compliance with the requirements of the Ordinance.

Offshore Company - Once name approval has been obtained, three copies of the Memorandum and Articles of Association are submitted, together with a notice of the First Directors, Secretary and location of the Registered Office, and consent forms signed by the Officers.

RESTRICTIONS ON TRADING

ICs cannot trade within the Republic of Mauritius. The Ministry of Finance may allow OCs to undertake certain types of business in Mauritius.

Only Offshore Companies can undertake banking or insurance business or solicit funds from the public, if the relevant authorities have licensed them.

POWERS OF COMPANY

A company incorporated in the Republic of Mauritius has the same powers as a natural person.

LANGUAGE OF LEGISLATION AND CORPORATE DOCUMENTS

The legislation for OCs is in English and French whilst the legislation for ICs is only in English.

The documentation for both OCs and ICs may be expressed in any language but must be accompanies by a certified English translation.

SHELF COMPANIES AVAILABLE

Offshore Company - No.

International Company - Yes.

TIME TO INCORPORATE

International Company - same day.

Offshore Company - two to three weeks.

NAME RESTRICTIONS

Government of Mauritius.

LANGUAGE OF NAME

Whilst the name of company can be in any language using the Latin alphabet

NAMES REQUIRING CONSENT OR LICENCE

The following names or their derivatives: assurance, bank, building society, Chamber of Commerce, chartered, co-operative, government, imperial, insurance, municipal, royal, state or trust or any name which in the opinion of the Registrar suggests the patronage of the President or the Government of the Mauritius.

SUFFIXES TO DENOTE LIMITED LIABILITY

Limited, Corporation, Incorporated, Public Limited Company, Société Anonyme, Société Anonyme à Responsabilité Limitée, Sociedad Anónima, Berhad, Proprietary, Namloze Vennootschap, Besloten Vennootschap, Aktiengesellschaft or the relevant abbreviations.

DISCLOSURE OF BENEFICIAL OWNERSHIP TO AUTHORITIES

International Company - No.

Offshore Company - Yes.

COMPLIANCE:

Any name that is identical or similar to an existing company, or any name that suggests the patronage of the President or the

AUTHORISED AND ISSUED SHARE CAPITAL

International Company - the normal authorised share capital is US€ 100,000 with all of the shares having a par value. The minimum issued capital is either one share of no par value or one share of par value.

Offshore Company - the normal authorised share capital is US€ 100,000 with all of the shares having a par value. The minimum issued share capital is two shares of par value.

CLASSES OF SHARES PERMITTED

International Company: registered shares, bearer shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights.

Offshore Company: registered shares, preference shares, redeemable shares and shares with or without voting rights.

BEARER SHARES PERMITTED

International Company - Yes.

Offshore Company - No.

TAXATION

International Companies - An International Company does not pay any tax on its world-wide profits to the Republic of Mauritius authorities.

Offshore Company - Companies registered before 30th June 1998 may elect to pay taxation at a rate between 0% and 35%.

A new Income Tax Act was passed in 1995. This Act provides for a uniform tax treatment for Offshore Companies registered after 30 June 1998 and local "incentive" companies which are taxed at 15%. However, foreign tax credits are available which reduces the amount of Mauritian tax charged. Existing Offshore Companies, however, may continue to elect to pay tax at any rate between 0-35% or opt for the new rate of 15%.

The Foreign Tax Credit Regulations (under the Income Tax Act 1995) which came in to force on 20 July 1996 allow for foreign tax credit on the foreign sourced income of a Mauritian resident. In calculating the tax credits, the Regulations allow for the grossing up of the foreign source income, and provide in respect of foreign tax charged on dividend, credit for the underlying tax charged in the foreign country on profits out of which the dividend is paid. Additionally a long stop provision exists whereby a company that elects not to provide evidence of foreign tax paid benefits from a deemed tax credit and pays tax at 1.5%.

DOUBLE TAXATION AGREEMENTS

Mauritius has an extensive double tax treaty network which includes treaties with the following countries: India, Luxembourg, China, Germany, France, Indonesia, Oman, Pakistan, UK, Malaysia, Italy, Zimbabwe, Sweden, South Africa, Madagascar, Singapore, Swaziland, Botswana, Namibia, Sri Lanka and Kuwait.

LICENCE FEES

International Company - Companies with an authorised capital up to US€ 100,000 pay US€ 100 per year, and companies with capital more than US€ 100,000 pay the sum of US€ 300 per year. Companies that do not have a capital, or companies having some or all of their share capital with no par value, pay the sum of US €300 per year.

Offshore Company - US€ 1,500.

FINANCIAL STATEMENT REQUIREMENTS

International Companies are required to maintain financial statements to reflect their financial position but are not required to file accounts with the authorities.

Offshore Companies are required to prepare audited financial statements, which must be filed with the Mauritius Offshore Business Activities Authority.

GBC I

COMPANY INFORMATION

Principal Corporate Legislation

• The Companies Act 2001.
• Financial Services Development Act 2001.

A Company holding Category 1 Global Business License is resident for tax purposes and can access Mauritius' network of double tax treaties, provided that it is correctly structured and that the seat of management and control is in Mauritius.

Procedure to Incorporate

Once name approval has been obtained, three copies of the Constitution are submitted, together with a notice of the First Directors, Secretary and location of the Registered Office, and consent forms signed by the Officers.

Restrictions on Trading
A licence is required to undertake banking or insurance business or solicit funds from the public.

Powers of Company

A company incorporated in the Republic of Mauritius has the same powers as a natural person.

Language of Legislation and Corporate Documents

The legislation is in English and French whilst documentation may be expressed in any language but must be accompanied by a certified English translation.

Registered Office Required

Yes, must be maintained in Mauritius at the address of a licensed management company or law firm.

Shelf Companies Available

No.

Time to Incorporate

Three to four weeks.

Name Restrictions

Any name that is identical or similar to an existing company or any name that suggests the patronage of the President or the Government of Mauritius.

Language of Name

English or French.

Names Requiring Consent or a Licence

The following names or their derivatives: assurance, bank, building society, Chamber of Commerce, chartered, co-operative, government, imperial, insurance, municipal, royal, state or trust or any name which in the opinion of the Registrar suggests the patronage of the President or the Government of Mauritius.

Suffixes to Denote Limited Liability

Limited, Corporation, Incorporated, Public Limited Company, Société Anonyme, Société Anonyme à Responsabilité Limitée, Sociedad Anónima, Berhad, Proprietary, Naamloze Vennootschap, Besloten Vennootschap, Aktiengesellschaft or the relevant abbreviations.

Disclosure of Beneficial Ownership to Authorities

Yes, but not public.

COMPLIANCE

Usual Capital

The usual authorised share capital is US$ 1 million with all of the shares having a par value. The minimum issued share capital is one share of par value.

Classes of Shares Permitted

Registered shares, preference shares, redeemable shares and shares with or without voting rights.

Taxation

Companies pay a fixed annual licence fee of US$ 1,500 and a one-off licence application fee of US$ 500 to the Financial Services Commission. On incorporation a once-off fee of US$ 200 is payable to the Registrar of Companies. Thereafter a further US$ 200 is payable annually. Companies are resident in Mauritius for tax purposes. There is no capital gains taxation in Mauritius and there are no withholding taxes on the payment of dividends, interest or royalties from Companies. There are no stamp duties or capital taxes. Companies holding Category 1 Global Business License are liable to taxes at a rate of 15%.

Double Taxation Agreements

Mauritius has an extensive double tax treaty network which includes treaties with the following countries: Belgium, Botswana, China, Croatia, Cyprus, France, Germany, India, Italy, Kuwait, Luxembourg, Madagascar, Malaysia, Mozambique, Namibia, Nepal, Oman, Pakistan, Rwanda, Singapore, South Africa, Sri Lanka, Swaziland, Sweden, Thailand, Uganda, UK and Zimbabwe.

Licence Fees

US$ 1,500 to the FSC. - US$ 200 to the Registrar of Companies.

Financial Statement Requirements

Audited financial statements must be filed with the Financial Services Commission.

Directors

Companies holding Category 1 Global Business Licenses require a minimum of one Director who must be natural person. Treaty access requires a minimum of two local directors.

Company Secretary

A qualified resident company secretary must be appointed.

Shareholders

One.

 

GBC II

COMPANY INFORMATION

Principal Corporate Legislation

• The Companies Act 2001.
• Financial Services Development Act 2001.

Type of Company for International Trade and Investment

A Company holding a Category 2 Global Business License which is similar to a British Virgin Island International Business Company and is non-resident for tax purposes.

Procedure to Incorporate

Submission of the Memorandum and Articles of Association and a Certificate from the Registered Agent confirming compliance with the requirements of the Ordinance. The application must be supported by a Legal Certificate issued by a local Lawyer certifying that local requirements have been complied with. Finally, directors and shareholders must execute consent forms and these must be filed with the Registrar of Companies.

Restrictions on Trading

Companies holding a Category 2 Global Business License cannot trade within the Republic of Mauritius.

Powers of Company

A company incorporated in the Republic of Mauritius has the same powers as a natural person.

Language of Legislation and Corporate Documents

The legislation is in English, the documentation may be expressed in any language but must be accompanied by a certified English translation.

Shelf Companies Available

Yes.

Name Restrictions

Any name that is identical or similar to an existing company or any name that suggests the patronage of the President or the Government of Mauritius.

Language of Name

English or French.

Names Requiring Consent or a Licence

The following names or their derivatives: assurance, bank, building society, Chamber of Commerce, chartered, co-operative, government, imperial, insurance, municipal, royal, state or trust or any name which in the opinion of the Registrar suggests the patronage of the President or the Government of Mauritius.

Suffixes to Denote Limited Liability

Limited, Corporation, Incorporated, Public Limited Company, Société Anonyme, Société Anonyme à Responsabilité Limitée, Sociedad Anónima, Berhad, Proprietary, Naamloze Vennootschap, Besloten Vennootschap, Aktiengesellschaft or the relevant abbreviations.

Disclosure of Beneficial Ownership to Authorities

No.
 

COMPLIANCE

Stated Share Capital

Stated Share Capital There is no limit to the number or value of shares that can be issued.

Classes of Shares Permitted

Registered shares, preference shares, redeemable shares and shares with or without voting rights.

Taxation

A Company holding a Category 2 Global Business License does not pay any tax on its world-wide profits to the Republic of Mauritius.

License Fees

US$ 135 per year to the FSC.

US$ 65 per year to the Registrar of Companies.

Financial Statement Requirements

Companies holding a Category 2 Global Business License are required to maintain financial statements to reflect their financial position with the Registered Agent but are not required to file accounts with the authorities.

Directors

Minimum one, who may be natural person or a body corporate.

Company Secretary

Optional.

Shareholders

The minimum number of shareholders is one.