Category 2 Global License Company (GBL2)
The main features of the Mauritius Category 2 Global License Company are :
- No minimum capital requirement.
- No annual audit or filing requirements.
- Exemption from all taxation and duties in Mauritius.
- Non-resident individual or corporate directors permitted.
- Beneficial ownershipto be lodged with the FSC
- Annual Financial Summaries to be lodged with FSC
- Conversion to Category 1 Global Business License Company (GBL1) status – not available in other jurisdictions.
Category 1 Global Business License Company (GBL1)
Features of the Mauritius Category 1 Global Business License Company (GBL1) are :
- Access to the extensive and expanding Mauritius double tax treaty network (39 Treaties in all)
- Conversion to Category 2 Global License Company (GBL2) status – not available in other jurisdictions.
- Ability, subject to regulatory approval, to engage in offshore banking and insurance.
No minimum capital requirement.
Shares & Shareholders
Registered and par value shares allowed. Redeemable preference shares may be issued. Shares may be held by nominees but the names of the beneficial owners must be disclosed to the FSC. The shareholders may be both individual and corporate and they must hold an AGM in every calendar year.
Two local directors are necessary upon incorporation although management may be undertaken by two directors who are not resident in Mauritius. Board meetings by telephone are permitted, with due notice being given. A majority of directors should be resident in Mauritius.
An GBL1 company must at all times have:
- a resident secretary who may be an individual or a body corporate
- a registered office in Mauritius
- a Management Company (or an individual therefrom) must be appointed as the secretary to deal with the FSC and public sector agencies
In all the above cases, Corporate & Chancery provide these services.
Annual Returns and Accounting Requirements
All applications must be submitted through a Management Company licensed by the FSC.
Applications require the following:
- certificate from local law practitioner that the application complies with the laws of Mauritius
- detailed business plan including the market to be exploited and forecasts of the volume of business and returns
- bank references on the ultimate beneficial owners
- details on the stature and track record of the beneficial owners, and where, they are corporations, audited accounts of the past three years
The time taken to establish an offshore company varies, but from the time that forecasts, bank references etc., are received, it normally takes one week, possibly two if there are any queries from FSC. Often, for speed of incorporation, a client will incorporate a GBL2 company so that the name is registered and then convert it to GBL1 Status when the company is ready to commence its business.
Other Facilities with Mauritius GBL 1 and GBL2 Companies
Mauritius law provides corporate migration facilities. Accordingly, non-Mauritius companies can transfer their domicile from original jurisdiction to Mauritius and can transmute to any one of an Category 1 Global Business License Company, an Category 2 Global License Company.
The Mauritius Category 2 Global License Company has the advantage of offering the ability to have a Chinese name printed on its certificate of incorporation. In addition, the company’s memorandum and articles of association may be printed and registered in Chinese.
Furthermore, the presence of a Chinese embassy and Taiwan government representative in Mauritius makes Mauritius even more attractive in these regards.
Establishing a Mauritius GBL1
The company must file annual audited accounts with the FSC each year. However, the accounts remain confidential to the FSC and no annual returns need to be filed. Filing on the public register is optional.
Protected Cell Companies (PCC)
The PCC was originally conceived and established in Guernsey in 1997/8 to enable Collective Investment Schemes to flourish under a corporation which segregated shares from each other, by means of individual “cellular shares” so that the liabilities of each cell could not have any effect on the assets in adjoining cells.
In this way, with each cell being a separate “entity” within the corporation as a whole, separate investment plans for each cell could be undertaken, yet with the overall capital contained within all the cells being aggregated by the investment manager.
The PCC was also created with the need of the captive insurance industry in mind, as individual cells could be rented out by the owners of the PCC to enable “rent-a-captive” arrangements to be undertaken efficiently and inexpensively.
In Mauritius PCC’s may be utilised for two types of business: Captive insurance and Offshore Investment Funds.
Already, interest in Mauritius PCC’s is growing. This is so because the company is able to utilise the Mauritius tax treaty network with many emerging and mature economies and thus better returns can be realised, for example, because capital gains can be avoided completely in the country where the investment is made.
PCC’s operate under the Protected Cell Companies Act 1999, which is modelled on the Guernsey legislation. A PCC has the status of a GBL1, and is residually governed by the Mauritius Companies Act 2001. [For more information on PCC’s see “First Mauritius PCC“].
Non-Resident Offshore Trusts
Creditor Protection Trusts, “Protector” Trusts, Charitable Trusts, Purpose Trusts. Each specialised trust is drafted specifically with the particular needs of the client in mind, so that the arrangements are precisely in accordance with the relevant tax planning requirements.
Resident Offshore Trusts (with tax treaty access)
Corporations with split membership arrangements enable differing rights and obligations to be created within a legal framework where debt liability and asset liability may be combined for tax driven purposes.
Non-Statutory Private Foundations
Unique to Corporate & Chancery Group, these specialist structures act as ‘living wills’ and operate outside the estate of the client. The law of equity and trusts is deliberately displaced by the structure of the entity, so that the responsibilities and burdens imposed upon ‘trustee’ is eliminated.
Ultimate confidentiality with a client being able to ‘give and retain’ which is not possible with a trust.
Other Special Entities for Cross-border Commercial Activity
Section 739 Corporations, UK Non-resident Corporations, Warrant Companies, UK Resident “Non-Taxable” Corporations, Hong Kong “Non-Taxable” Corporations, Mauritius Domestic “Non-Taxable” Corporations etc etc.
- Foundations: The Foundations Act 2012 provide for the usual ‘foundation legislation’ seen in other jurisdictions and migration of foundations (which have GBL1 status) is possible.
- The Limited Partnership Act 2011: There is no Limited liability Partnership Act 2011 in Mauritius.