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The Financial Services Commission (‘FSC’) has recently introduced certain new requirements for the conduct of business for a Category 1 Global Business (‘GBC1’) company in Mauritius. This change follows a concerted effort by players of the financial industry and the Government to reinforce the existing control and management requirements and increase the engagement of GBC1 companies in Mauritius. Each GBC1 company wishing to benefit from the advantages offered to such companies or wishing to renew its licence every year while continuing to benefit from these advantages, must comply with these new requirements by 1 January 2015. Advantages includes but not restricted to the benefit that can be derived from Double Taxation Avoidance Agreements (DTAAs).

At present, in determining whether a business is being managed and controlled from Mauritius, the FSC takes into consideration whether a corporation follows all the existing norms and guidelines, which currently ask for:
1. 2 appropriately qualified Mauritius resident directors on the board
2. Board meetings to be held with at least 2 directors from Mauritius
3. Principal bank account to be maintained in Mauritius
4. Accounting records to be kept at the registered office in Mauritius
5. Statutory financial statements to be prepared and audited in Mauritius

A new part has been added to the existing requirements (as per above) which requires authorised or licensed Collective Investment Schemes, Closed End Funds or external pension schemes to be administered from Mauritius.

Note: The requirements mentioned above reading ‘and’ mean that they are all required/mandatory.

In addition to the above requirements, the FSC shall now also consider whether a corporation meets AT LEAST ONE of the following criteria:
1. The corporation has or shall have office premises in Mauritius OR
2. The corporation employs or shall employ on a full time basis at least one administrative/technical level staff who shall be resident in Mauritius OR
3. The corporation’s constitution contains a clause whereby all disputes arising out of the constitution shall be resolved by way of arbitration in Mauritius (less costly option) OR
4. The corporation holds or is expected to hold in Mauritius within the next 12 months,(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 OR
5. the corporation's shares are listed on a securities exchange licensed by the FSC OR
6. 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.

Note: The new requirements reading ‘OR’ allow the company to choose from any ONE or more of the criteria.

A corporation shall be deemed to have satisfied the above new requirements where a related corporation holding a GBC1 licence satisfies one of the said criteria. Related corporation refers to a subsidiary, a fellow subsidiary, a parent corporation or any other corporation within the same group structure. With regards to new criteria (vi) above, the onus is 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(ies) in which it is conducting business, the value of its net assets and the industry average.