As defined under the Financial Services Act of Mauritius, a GBL1 is a company engaged in qualified global business and which is carried on from within Mauritius with persons all of whom are resident outside Mauritius and where business is conducted in a currency other than the Mauritian rupee.
It is the recommended structure for individuals, body corporate, trust or partnership including limited liability partnership or a société for investment and other high profile business. A GBL1 may be locally incorporated or may be registered as a branch of a foreign company. Public companies, those engaged in banking, insurance and fund management, and companies wishing to benefit from the provisions of Double Taxation Agreements (DTAs), can only be incorporated as GBL1 companies.
Confidentiality is strictly observed in terms of the Financial Services Act of Mauritius. No person or body is authorized to disclose information or present documentation to any court, tribunal, committee of inquiry or other authority in Mauritius unless ordered to do so by a Court of Law on application by the Director of Public Prosecution for inquiry into the trafficking of narcotics and dangerous drugs, arms trafficking or money laundering as defined under existing legislation. Upon application to the FSC, full disclosure is required on the beneficial owners of the company. However, such information is not available for public inspection.
Qualified Global Business
As per the Financial Services Act of Mauritius, a GBL1 can engage in the following Qualified Global Business Activities:
- Aircraft Financing and Leasing
- Asset Management
- Consultancy Services
- Financial Services
- Fund Management
- Information and Communication Technology Services
- Licensing and Franchising
- Logistics and/or Marketing
- Operational Headquarters
- Pension Funds
- Shipping and Ship Management
Such other qualified global business activity as approved by the FSC.
Capital, Shares & Shareholders
- There is no minimum stated capital.
- Capital can be denominated in any currency except Mauritian Rupee.
- GBL1 are subject to no restrictions as to the distribution of their assets. They may purchase their own shares subject to the Solvency Test. The share may either be cancelled or held as treasury shares.
Shares & Shareholders
- Registered shares, preference shares, redeemable shares and shares with or without voting rights.
- Par value shares if any may be stated in more than one currency.
- Minimum of 1 shareholder and same rule applies if the company is a wholly owned subsidiary.
- Shareholders may be individual or corporate entity.
- Shares may be subscribed by nominees but beneficial owners should be disclosed.
- Annual meeting must be held every year not later than 15 months after previous meeting, and not later than 6 months after balance sheet date. Meetings need not be held in Mauritius.
Taxation & Tax Situation
- GBL1 companies are resident in Mauritius for tax purposes.
- There are no capital gains tax, and no withholding tax on payment of dividends, interests or royalties.
- No stamp duties or capital taxes.
- No inheritance tax.
- GBL1 companies are liable to taxes at the rate of 15%.
- Provided that the GBL1 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 foreign tax credit and an underlying foreign tax credit will also be available.
- Mauritius has no thin capitalization rules.
- Interest and royalty payments paid by GBL1 companies are tax exempt.
- Tax sparing credits are available. Under this regime the effective rate of taxation in Mauritius can be reduced. A long-stop provision exists whereby GBL1 companies may elect not to provide written evidence to the Commissioner of Income Tax showing the amount of foreign tax charged and therefore enjoy a deemed taxation at 80% of the normal tax rate of 15%. Thus, the use of this long-stop provision in isolation would reduce the effective rate of tax in Mauritius from 15% to 3%.
Tax Residency & Double Taxation Agreements
A Global Business Category 1 Company wishing to benefit from the tax relief under the Double Taxation Agreements, requires a Tax Residence Certificate (TRC), which is issued by the Commissioner of Income Tax in Mauritius. To be tax resident, the company must demonstrate that the 'effective management and control' is in Mauritius. To satisfy this test the applicant company is required to:
- Have at least two resident directors in Mauritius.
- Chair and initiate Board Meetings from within Mauritius.
- Maintain an account with a local bank through which funds must flow.
- Maintain its registered office and all statutory records in Mauritius .
- Have a local qualified company secretary.
- Have a local auditor.
Investors should ensure that the above relevant conditions are also satisfied in the country of investment to guarantee eligibility of DTA benefits.
Alliance provides professional resident directors who will initiate and chair board meetings. Alliance opens and can provide signatories to the Mauritian bank account.
Double Taxation Agreements
Mauritius has an extensive network of Double Taxation Agreements (' DTA') which include: Belgium, Botswana, China, Croatia, Cyprus, France, Germany, India, Indonesia, Italy, Kuwait, Luxembourg, Madagascar, Malaysia, Mozambique, Namibia, Nepal, Oman, Pakistan, Rwanda, Senegal, Singapore, Sri Lanka, South Africa, Swaziland, Sweden, Thailand, United Kingdom, Zimbabwe and Uganda. The network provides for interesting tax planning opportunities thereby enhancing the image of the jurisdiction as a tax planning centre.
The attractive concessions provided by those treaties include:
- Elimination of double taxation through tax credit equivalent to Mauritian tax.
- Reduction in withholding taxes on dividends, interest and royalties.
- Exemption from capital gains.
- Possible exemption on interest payments on loans.
Requirements, Incorporation, Migration & Fees
- A GBL1 requires a minimum of one Director who must be a natural person. For treaty access, a minimum of two local Directors are required and board meetings must be held in Mauritius.
- Must at all times have a registered office in Mauritius. Accounting records and statutory documents including register of members, debenture holders, and officers must be kept there. It is recommended that a Register of Charges and Register of Interests be kept.
- Must at all times have a qualified company secretary (corporate or individual) who is resident in Mauritius .
- Only a licensed and qualified Management Company such as Alliance Financial Services Limited can provide registered office and act as secretary.
- A GBL1 need not make annual returns, but must file audited profit & loss account and balance sheet annually with the Financial Services Commission, within 6 months of the financial year-end. The accounts must be prepared in accordance with internationally accepted accounting standards. Tax returns must also be filed with Income Tax Authorities
- A foreign company may transfer its seat to Mauritius and continue as a GBL1.
- A GBL1 may transfer its statutory seat to another jurisdiction.
- A GBL1 may be converted into a GBL2.
Following the name reservation with the Registrar of Companies, application documents including a business plan are submitted to the Financial Services Commission. Upon meeting all licensing conditions, the Commission issues a letter of intent stating the conditions under which the licence will be issued. Once the approval in-principle has been received from the FSC, the application for incorporation is submitted to the Registrar of Companies. The incorporation and licensing is generally completed within 15 days, provided all details are submitted at the time of application.
Alliance Financial Services Limited uses nominee subscribers and professional directors to facilitate speedy incorporation. Changes can be made afterwards. Original signed Consent to Act as Directors forms will have to be filed in due course with the Registrar of Companies.
- Desired company name. A fee is payable to the Registrar of Companies for name reservation.
- Details of all principals (name and address, nationality, country of residence, business track record, photocopies of first four pages of passport, etc.). In case of Corporate owner, profile and audited accounts of the company is required.
- Detailed business plan with 3 year financial forecasts and amounts of investments to be made.
- Bank reference letter.
- Duly filled in and signed Statutory Application Form.
- Annual Fees to Financial Services Commission: US$ 1,750.
- Annual Fees to Registrar of Companies: approx: US$ 300.
- Application Processing Fee to Financial Services Commission: US$ 500.
The Constitution has replaced the Memorandum and Articles of Association. There is no requirement for a company to have a Constitution. Where a company does not have a Constitution, the company shall be governed by the provisions as set out in the Companies Act 2001 or the shareholders or members may adopt one through special resolution.