Offshore company – Why choose Mauritius

Advantages of setting up an offshore company in Mauritius

As at 31^st January 2022, about 20,000 companies and funds were established in Mauritius. In fact, the country is a leading platform for investors around the world and offers many benefits, especially for offshore company formation:

• 1^st country in Africa (13^th internationally) for ease of doing business;
• 1^st country in Africa Good Governance (Ibrahim Index of African Governance – IIAG);
• Compliant with all 40 recommendations from the FATF;
• Business-friendly legislation and cost-effective jurisdiction;
• Easy for foreigners to open a company;
• Hybrid legal system (combining both the civil law and common law practices);
• No obligation to pay for stamp duty or transfer shares;
• Economic and political stability;
• Company formation is quick and at a competitive rate;
• Presence of internationally recognised banks;
• Easy procedures from company redomiciliation;
• No exchange control;
• No restrictions on trading;
• Extensive network of Double Taxation Avoidance Agreements (DTAAs) and Investment Promotion Protection Agreements (IPPAs);
• Privacy and security of information;
• A pool of highly qualified bilingual professionals;
• Convenient time zone; and
• Transparent, safe and internationally compliant jurisdiction.

The tax system is also a distinctive feature of Mauritius. While the tax rate is unique (15%) for corporate and individuals, there is no Withholding Tax on dividends, no Capital Gains Tax and no capital duty on issued capital. The country respects all international standards in terms of compliance (with strict Know Your Client and AML regulations), and institutions respect the confidentiality of the Mauritius company’s information and allows free repatriation of profits and capital.

Related articles:

• Relocate to Mauritius: the ideal place to live and do business
• Setting up a company in Mauritius
• Choosing the best offshore jurisdiction for your international operations

Requirements to set up an offshore company in Mauritius

The requirements for setting up offshore companies in Mauritius will depend on the type of structure. There are two choices: the Global Business Company and the Authorised Company. Offshore company incorporation in Mauritius can take up to one week. The formalities, procedures, and documentations prior to the formation of a company are generally completed within a week.

GBC

A GBC is a company registered in Mauritius and licenced by the Financial Services Commission, the country’s regulatory authority, is responsible for the regulation, supervision, and inspection of all financial services, other than banks. GBCs are regulated under the Companies Act 2001 and Financial Services Development Act 2001. Both regulations have set the base and transformed Mauritius as a solid and reliable International Financial Centre.

A Global Business Company can either be a division of a foreign company, or a locally incorporated company. The GBC licence allows the offshore companies to conduct business outside Mauritius while benefiting from the network of DTAAs. The Financial Services Act of Mauritius stipulates that a GBC can engage in activities such as:

• Aircraft Financing and Leasing
• Asset Management
• Investment Banking
• Consultancy Services
• Financial Services
• Fund Management
• Information and Communication Technology Services
• Insurance and reinsurance
• Licensing and Franchising
• Logistics and/or Marketing
• Operational Headquarters
• Pension Funds Management
• Shipping and Ship Management
• Trading
• Trust management
• Domiciliation of fund managers and investment funds (CIS, CEF, VCC)

The requirements for setting up a GBC in Mauritius include:

• A minimum of 1 shareholder (likewise if the company is a wholly owned subsidiary);
• A minimum of 2 qualified directors resident in Mauritius;
• Board meetings must be held in Mauritius;
• Main bank account to be held in Mauritius;
• Have physical offices in Mauritius where accounting records and statutory documents including register of members, debenture holders, and officers must be kept;
• Appoint a local Management Company like Sunibel Corporate Services to act as qualified company secretary resident in Mauritius;
• Must file audited Profit and Loss account and Balance Sheet annually with the Financial Services Commission within 6 months of the financial year-end;
• Tax returns must be filed with Income Tax Authorities;
• Have a company clause stating that disputes shall be solved by arbitration in Mauritius; and
• Shares to be registered on a securities exchange scheduled by the Financial Services Commission.

Authorised Company

Under the Financial Services Act 2007, an Authorised Company is a company where:

• the majority of shares or voting rights or the legal/beneficial interest in a company incorporated in Mauritius are held or controlled, by a person who is not a citizen of Mauritius;
• such company proposes to conduct business principally outside of Mauritius; and
• has its control & management outside Mauritius, meaning that it is the place where:
  • the strategic decisions on the company’s core activities are taken from; and
  • either a majority of the Board of Director’s meetings are held, or where the executive management of the company is regularly exercised.

If a company does not meet these requirements, it is considered as non-resident. As such, the Authorised Company’s income will not be subject to tax in Mauritius. Unlike the GBC, an Authorised Company cannot benefit from the network of DTAAs that Mauritius has with various countries.

An Authorised Company shall have, at all times, a registered agent in Mauritius, which shall be a Management Company. Sunibel is duly licensed by the Financial Services Commission to act as a Management Company in Mauritius and has the experience to accompany you in the formation and incorporation of your offshore company. Our duties towards Authorised Companies, as registered agent, include:

• filing of return of income with the Mauritius Revenue Authority (MRA);
• filing of a financial summary with the Financial Services Commission (FSC);
• filing of any document required under relevant Acts;
• safekeeping of records (board minutes and resolutions, transaction records and such other documents as required by the FSC); and
• undertaking measures to combat money laundering and terrorist financing, and any other related offences as specified by the FSC.

It should be noted that the financial statements of an AC do not need to be audited nor to be publicly accessible.

The requirements to set up an Authorised Company include:

• Minimum of one shareholder
• Copy of ID and/or passport, and proof of the residential address
• Minimum paid up capital of one share
• Shall have a registered agent in Mauritius (i.e., a Management Company like Sunibel)
• File Financial Summary with the FSC
• File Annual Tax return with the MRA
• Appointment of one director (Mauritian or foreigner)
• Have a registered office in Mauritius
• May hold meetings in any country and may attend such meetings by electronic means
• Main bank account does not need to be in Mauritius
• Due Diligence: Promoters, beneficial owners/shareholders, directors, bank account signatories

Authorised Companies are not allowed to engage in the following activities:

• financial services (including banking);
• holding, managing, or dealing with a Collective Investment Scheme (or Fund) as a professional administrator;
• providing registered office facilities, or nominee, directorship and secretarial services, or other services to corporations; or
• providing trusteeship services.

How Sunibel can accompany you

Sunibel Corporate Services can accompany you in setting up your offshore company in Mauritius and advise you in making the best decision for you to meet your objectives. We help you with preparing and filing documents needed for the offshore company formation. We will also guide you on how you can take advantage of the Mauritian jurisdiction to optimise your costs.

Disclaimer

This article is provided for information purposes only. It is not intended to provide, and should not be used for, tax or legal advice. We may put you in contact with tax and legal advisers in this regard.

Although all information and opinions contained herein have been compiled from sources believed to be reliable and trustworthy, no representation or warranty, express or implied, is made as to their accuracy or completeness, and, to the extent permitted by law, Sunibel Corporate Services Ltd, its members, employees and agents do not accept or assume any liability, responsibility or duty of care for any consequences of you or anyone else acting, or refraining to act, in reliance on the information contained in the article or for any decision based on it. You should not act upon the information contained in this publication without obtaining specific professional advice.

Sunibel Corporate Services Ltd accepts no liability for any direct or indirect damage resulting from the use and reliance on the information published in this article.

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