GLOBAL BUSINESS COMPANY (GBC)
Introduction
A Global Business Company (GBC) is a company which is resident in Mauritius and allows a non-citizen of Mauritius to set up his company in Mauritius for activities principally outside of Mauritius.
CRITERIA AND REQUIREMENTS FOR A GBC INCORPORATION IN MAURITIUS
Eligibility
To operate as a GBC, a Company needs to apply for a Global Business Licence (“GBL”) with the Mauritius Financial Services Commission (‘FSC’).
A GBL is issued by the FSC to a resident corporation, where:
- the majority shares or voting rights or legal or beneficial interests are held or controlled by a non- Mauritius citizen; and
- it proposes to conduct business principally outside Mauritius, or with persons that may be specified under FSC Rules.
A holder of a GBC shall, at all times: –
- carry out its core income generating activities in, or from, Mauritius, as required under the Income Tax Act
- be managed and controlled from Mauritius; and
- be administered by a management company.
Core Income generating activities
To beneficiate from the preferential tax regime as indicated in the Mauritius Income Tax Regulations 1996, companies are required to satisfy the following substance requirements: –
- carries out its core income generating activities in Mauritius;
- employs, directly or indirectly, an adequate number of suitably qualified persons to conduct its core income generating activities; and
- incurs a minimum expenditure proportionate to its level of activities.
However, the GIGA requirements will be applicable to the GBCs claiming or wishing to claim for a preferential tax regime. In this respect, GBCs not claiming partial exemption are not required to meet the CIGA requirements.
Please refer to section 5 to have the list of income which are eligible for the 80% partial exemption.
Managed and controlled from Mauritius
In determining whether a holder of a GBL is managed and controlled from Mauritius, the Company shall: –
- has at least 2 directors, resident in Mauritius, of sufficient calibre to exercise independence of mind and judgement;
- maintains, at all times, its principal bank account in Mauritius;
- keeps and maintains, at all times, its accounting records at its registered office in Mauritius;
- prepares its statutory financial statements and causes such financial statements to be audited in Mauritius; and
- provides for meetings of directors to include at least 2 directors from Mauritius.
To demonstrate that the GBL is managed and controlled from Mauritius, from an operational perspective, the GBL shall ensure that signatory rights do not sit solely in the hands of clients. The resident directors and Management Company must have signatory power over the bank account. JurisTax provides resident directors who will chair board meetings, facilitate opening of bank accounts and act as signatories to the Mauritian bank account(s).
The above does not exclude the possibility of the company obtaining assistance for its management from external consultants and experts.
Administration
A GBC shall at all times appoint a management company for its administration. The Management Company shall be the point of contact with the FSC in respect of the GBC.
Structure
Depending on the proposed activities, a resident corporation includes any one of the following:
- a company incorporated or registered under the Companies Act 2001,
- a society or partnership registered in Mauritius, or
- a trust or established under the laws of the Republic of Mauritius,
- a protected cell company (PCC) or a limited partnership (LP), or
- other body of persons established under the laws of the Republic of Mauritius.
ACTIVITIES
A GBL can be set up to carry out any legal or financial business activities authorized by the FSC, such as asset management, licensing and franchising, aircraft financing and leasing, pension fund administration, captive insurance, logistics, marketing, investment holding, treasury management, investment funds, which may be subject to additional license, authorization or approval.
Where the GBL intends to conduct any business for which additional license, authorization, registration or approval is required in Mauritius or another jurisdiction, it shall apply for same before commencing business.
DEALING WITH RESIDENTS
A GBL may conduct business in Mauritius subject to any restrictions, terms and conditions under FSC guidelines, which include, inter alia:
- To demonstrate that the majority of the business is being carried out outside Mauritius.
- In determining whether the majority of the business is conducted outside Mauritius, the FSC will take into consideration the type of activity conducted by the entity.
- It is in compliance with relevant laws of Mauritius.
- The Mauritian Company will have to submit to the FSC along with the annual audited financial statements:
- A report signed by its directors certifying that the company has complied with all provisions of applicable laws;
- A certificate from its auditor confirming the percentage of business conducted in
TAX INCENTIVES
- Corporate tax at 15%
- Companies engage in export of goods; the corporate tax is at 3%
- A partial exemption regime of 80% on: –
- Foreign source dividends derived by a company, subject to the amount not allowed as deduction in source country
- Interest derived by a company, other than a bank
- Income derived by a collective investment scheme (CIS) and closed end fund other than interest , CIS manager, CIS administrator, investment adviser, investment dealer or asset manager
- Income derived by companies engaged in the leasing of ships, aircrafts, locomotives and trains, including rail leasing.
- Income derived by a company from leasing and provision of international fibre capacity
- Income derived by a company from the sale, financing arrangement, asset management of aircraft and its spare parts and aviation advisory services related thereto
- Income derived by a company from reinsurance and reinsurance brokering activities
- Profit attributable to a permanent establishment of a resident company in a foreign country
- A partial exemption of 95% on interest derived by a Collective Investment Scheme or a Closed-End Fund licensed or approved by the Financial Services Commission established under the Financial Services Act
- No withholding tax on dividends declared by GBC
- No capital gain tax in Mauritius in the event of disposal of investments
- No inheritance taxes
- No exchange control for transfer of capital and gains to country of residence of the shareholders
- Reduction or exemption of taxation at source on dividends, interests and royalties with countries Mauritius have signed tax treaties
ADVANTAGES OF A GBC
The GBC has numerous advantages such as: –
- It can beneficiate from double tax treaties Mauritius has signed with more than 40 countries
- It is a Company which is tax resident and have substance in Mauritius. The Company is controlled and managed from Mauritius
- It can operate from Mauritius by having a physical office and employ citizen and non-citizen working from Mauritius
- The non-citizens directors, shareholders and/or employs can apply for an occupation permit in Mauritius to work, live and/or invest
- It can buy a property for business purposes in Mauritius under certain conditions
- It can buy residential properties in Mauritius under specific scheme and certain conditions
GENERAL INFORMATION ON GBC
| DETAILS | |
|---|---|
| Mauritian Laws | Hybrid |
| Access to double taxation treaties | Yes |
| Company Secretary | |
| Compulsory, local and qualified | Yes |
| Registered office address in Mauritius | Yes |
| Stated Capital | |
| Minimum paid up Capital | No minimum requirements |
| Currencies | Major currencies (except Mauritian Rupees) |
| No par value shares | Allowed |
| Directors | |
| Corporate Director | Not allowed |
| Resident Directors in Mauritius | Minimum of 2 resident directors to beneficiate from the tax treaties |
| Shareholders | |
| Corporate Shareholder | Allowed |
| Nominee Shareholder | Allowed |
| Constitution | Not compulsory |
| Financial Statement | |
| Preparation of the financial statement | Compulsory |
| Audit the financial statement by a Mauritian Audit Firm | Compulsory |
| Filling of the audited financial statement | Within 6 months after the balance sheet date |
| Tax Return | |
| Preparation of the tax return | Compulsory |
| Filing of the tax return | Within 6 months after the balance sheet date |
CONFIDENTIALITY
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.
However, upon application to the FSC, full disclosure is made on the beneficial owners of the GBL. Moreover, the Registrar may report to the FSC any non-compliance by the GBL.
HOW CAN WE ASSIST?
- Providing advisory services for structuring of your entity according to your objectives and projects;
- Incorporation of a GBC in Mauritius with the Registrar of Companies (ROC) and the Financial Services Commission
- Acting as the company secretary;
- Providing for resident directorship, registered office address and nominee shareholder services;
- Providing administration, company secretarial, accounting, tax and compliance services;
- Serving as liaison with the Registrar of Companies, the Financial Services Commission, the Mauritian Revenue Authorities and other Authorities; and
- Providing assistance for application of permits for investors and employees to work, live or invest in Mauritius.