REGISTRATION OF GLOBAL BUSINESS COMPANY 1 IN MAURITIUS

INTRODUCTION

The legal framework in Mauritius requires that Global Business Company I (GBC1s) be structured, established and administered in compliance with the Financial Services Commission’s (the “FSC”) regulations. 

The FSC provides for a distinct regime for licensing and surveillance of GBCs. As per the laws in Mauritius, a company proposing to conduct business outside Mauritius may apply to the Commission for a Category 1 or Category 2 Global Business Licence.

There is no restriction on the business activity of a GBC1. However, a licence will not be granted if activity is “unlawful or contrary to public interest or may cause serious prejudice to the good repute of Mauritius as a centre for financial services.”

A GBC1 may therefore conduct financial services (provided the relevant licence/authorization/approval /registration is obtained) or non financial services.

In light to the above, we are therefore pleased to make this proposal which covers the cost implications and conditions applicable for establishing a GBC1.

LEGAL FRAMEWORK FOR ESTABLISHMENT OF GBC1 IN MAURITIUS

Pursuant to the laws of Mauritius, a GBC1 needs to comply with the following requirements:

(a)                 it shall at all times be managed by a Management Company;

(b)                 the application for the Category 1 Global Business Licence shall be made through the Management Company;

(c)                 the company shall conduct business outside Mauritius;

(d)                it is required to have registered office in Mauritius whereby all statutory records would be kept;

(e)                 it may be incorporated with a single director and shareholder;

(f)                  corporate directors are not allowed; and

(g)                 to benefit from tax treaties, the company may apply for a Tax residence Certificate.

USES AND ADVANTAGES

A Company holding a Category 1 Global Business Licence (GBC1) in Mauritius is liable to Mauritian taxation at a rate of 15% but after application of the provisions on foreign tax credit, the rate may be reduced to 3%. Companies which are centrally controlled and managed in Mauritius can, with the approval of the Director of the Mauritius Revenue Authority, accede to the benefits of Double Taxation Agreements. Furthermore, it should be noted that there is no withholding tax on dividends, capital gains and interests.

The GBC1 needs to apply for the Tax Residence Certificate (TRC) which provides substantial weight to the tax residency of the Company in Mauritius.  Certain conditions (summarized below) need to be complied with before the Mauritius Revenue Authority issues the TRC:

·           There should be two local resident directors on Board;

·           The accounts are done under IFRS and audited by an external auditor;

·           The principal bank account is maintained in Mauritius; and

·           Physical Board meetings are held and chaired from Mauritius.

OTHER ADVANTAGES OF MAURITIUS GBC1s

·           No withholding taxes on Dividends, Royalties & Interest

·           No capital Gains Tax

·           No Tax on local Dividends but tax (effectively 3%) on foreign dividend

·           Interest earned on Deposits with Banks are tax exempt

·           Attractive Network of DTA with 36 Countries 

·           Staff are highly qualified experienced and bilingual ( English and French)

PROCEDURES FOR SETTING UP A GBC1

Step 1

Clients are kindly requested to:

1.       Propose some names for the new company;

2.       Complete and execute the Incorporation and Due Diligence Questionnaire and letter of undertaking;

3.       Provide the due diligence documents including bank reference (see section 6);

4.       Provide a business plan with a detailed structure chart;

5.       Provide us with the duly completed and signed invoicing payment details.

Step 2

Our Compliance officers consider and accept the application.

Step 3

The client is informed of decision of compliance department and invoice is issued to client.

Step 4

The client settles our invoice.

Step 5

Application is submitted to the authorities.

CUSTOMER DUE DILIGENCE REQUIREMENTS

CDD documents, in original or as certified true copies, are required on each shareholder, director and beneficial owner of the company:

 The CDD documents required to be submitted are as follows:

(i)      Individual

(a)     CV details

(b)     Valid passport copy

(c)     Bank Reference from a recognized banking institution which has known the person for at least the last two years.

(d)     Proof of residential address

(ii)    Corporate Body

(a)     Certificate of Incorporation/Certificate of Good Standing

(b)     List of controlling shareholders and directors

(c)     Latest audited financial statements or Corporate Profile - in case latest audited accounts are not available

(d)     Confirmation from the Management Company to the effect that it holds on records CDD documents on the controlling shareholders of the corporate body and that these will be made available to the Commission upon request

(iii)  Limited Partnership

(a)     Certificate of Registration/Establishment/Good Standing of the Limited partnership and its General and limited Partner

(b)     Latest audited financial statements of the Limited Partnership and its General Partner or Corporate profile – in case latest audited accounts are not available

(iv)   Fund

(a)     Certified true copy of Certificate of Incorporation

(b)     Certified true copy of Private Placement Memorandum

(c)     List of directors

(d)     Latest audited financial statements or Corporate Profile - in case latest audited accounts are not available

(e)     Resolution approving setting up of Mauritius subsidiary

(f)      List of major investors

FEES AND CHARGES

Professional Fees

Our fees are the most competitive available on the market.  Our fees are quoted on request and generally consist of:

		USD Set up		USD Annual
One-off
Professional fees on set up		1,500		-
Recurrent
Secretarial & provision of registered office per annum		1,100		1,100
Provision of directors per annum  (USD 750 per director)		1,500		1,500
Provision of nominee shareholders per annum (optional)
Administration fee per annum				See note 1
Accounting fees per annum				See note 2
Application for TRC		500		500
Disbursement/compliance fee		100		100

Note1: Administration fees are billed quarterly or half yearly (depending on level of activity) on a time spent basis at the average rate of USD 100 per hour.

Note 2: Accounting fees are billed annually (depending on level of activity) on a time spent basis at the average rate of USD 100 per hour.

Fees Payable to the Registrar

	USD Set up	USD Annual
On incorporation (one off)	75
Annual Fees starting next calendar year after incorporation	300	300

Fees Payable to the Financial Services Commission

	USD Set up	USD Annual
Processing fees (one off)	500	-
Annual Fees March 2012 to June 2012	875
Annual Fees July 2012 to 30 June 2013	1,750	1,750

OUR SERVICES

Strategic Legal Solutions Group Limited works closely with its Mauritian partners to provide a full range of trust, corporate and fund services.  These partners are part of the CIEL GROUP which is one of the largest conglomerates in Mauritius.  The work we typically carry out for High Net worth Private clients, Private Equity Funds, Multinationals and their advisors in major onshore jurisdictions such as USA, UK etc. relate mainly to the use of Mauritius’ excellent network of Double Taxation Treaties with India, China, and Singapore etc. We present an efficient and cost effective “one stop shop” in Mauritius for International Tax and Global Estate Planning, Trust and Fiduciary Services, Fund Administration and last but not least, the provision of Back Office Accounting & Administration Facilities.

Our services with respect to administration of global business companies include but, are not limited to, the following:

Set Up Stage

1.       Liaising with FSC for the approval;

2.       Provision of resident directors;

3.       Drafting service Agreement whereby MITCO will act as Registrar, Secretary and Administrator including responsibilities to prepare annual accounts;

4.       Drafting of constitution;

5.       Submission of application forms for incorporation and for global business licence;

6.       Arranging and attending the launch Board meeting;

7.       Application for Tax Residence certificate; and

8.       Arranging for opening of bank accounts in Mauritius and abroad, providing local signatories effecting payment of expenses and following up on transfers.

On-going Services

1.       Registered Office, Secretarial, and Registrar Services

1. Provision of registered office facilities; 
2. General administration of the Company including receiving and dealing with applications, notices and correspondence on behalf of the Company; 
3. Ensuring that statutory registers are properly maintained; 
4. Keeping statutory books and maintaining records; 
5. Conducting/reviewing due diligence on investors/shareholders as per the Financial Intelligence and Anti-Money Laundering Act 2002 and the Code on the Prevention of Money Laundering and Terrorist Financing; 
6. Ensuring that audited financial statements are filed with the FSC;
7. Ensuring that the provisions of the constitution are complied with;
8. Convening Board and shareholder meeting and taking minutes thereof; 
9. Guiding the Board as to its duties, responsibilities and powers; 
10. Keeping the Board updated of changes in regulatory requirements; and 
11. Attending to any other queries that may arise in the day to day administration of the Company.

2.       Accounting and Administration Services

1. Preparation and keeping of all accounting records; 
2. Application for the renewal of the licence and tax residence certificate; 
3. Filing of annual financial statements with the FSC; 
4. Filing of Income tax returns with the Director General of the Mauritius Revenue Authority; and 
5. Advising on local regulatory, legal and tax changes impacting the Company.

3.       Treasury Services (where applicable)

1. Providing local signatories; 
2. Coordinating bank transfers for investments/disinvestment; and
3. Monitoring local bank accounts and defraying local expenses, as appropriate under delegated authority of the Board.

 CONCLUSION

We hope that the above will suffice your concerns regarding registration of Global Business Company 1 in Mauritius.

Please feel free to contact us at ceo@stralexgroup.co.ke or okelloted@sichangi.com for further any further information or clarification

Yours faithfully,

FOR: STRATEGIC LEGAL SOLUTIONS GROUP LIMITED

Corporate Law & Business Services Consulting Group – a participating consultancy in the SLS Group of consultancies.