A Global Business Corporation (GBC) applies where the majority of shares or voting rights or the legal or beneficial interest in a resident corporation, are held or controlled, as the case may be, by a person who is not a citizen of Mauritius and such corporation proposes to conduct or conducts business principally outside Mauritius. Activities commonly undertaken by a GBC requiring no specialized license are Investment Holding, Trading and International Consultancy.
Conditions of a Global Business Corporation
A holder of a Global Business Licence shall, at all times –
- carry out its core income generating activities in, or from, Mauritius by:
- employing, either directly or indirectly, a reasonable number of suitably qualified persons to carry out the core activities
- having a minimum level of expenditure, which is proportionate to its level of activities
- be managed and controlled from Mauritius by:
- having at least 2 directors, resident in Mauritius, of sufficient calibre to exercise independence of mind and judgement
- maintaining, at all times, its principal bank account in Mauritius;
- keeping and maintaining, at all times, its accounting records at its registered office in Mauritius;
- preparing its statutory financial statements and causes such financial statements to be audited in Mauritius;
- providing for meetings of directors to include at least 2 directors from Mauritius; and
- be administered by a management company.
Tax Highlights
A Mauritius GBC is governed by the Companies Act 2001 and regulated by the Financial Services Commission. It is considered to be tax resident in Mauritius and is subject to corporate tax at 15%.
However, there is an exemption regime of 80% applicable on:
- Foreign dividend, subject to the amount not allowed as deduction in source country
- Foreign sourced interest income
- Profit attributable to a permanent establishment of a resident company in a foreign country
- Foreign source income derived by a Collective Investment Scheme, Close End Funds, CIS manager, CIS administrator, Investment Adviser or Asset Manager licenced or approved by the FSC
- Income derived by companies engaged in ship and aircraft leasing.
- The GBC is eligible to Foreign Tax Credit in accordance with the Income Tax (Foreign Tax Credit) Regulations.
- No withholding tax on dividends declared by GBC
- No capital gains tax in Mauritius in the event of disposal of investments
- No exchange control for transfer of capital and gains [to country (ies) of residence ofHowever, a GBC may claim a foreign tax credit in respect of the actual foreign tax suffered or 80% presumed tax credit, whichever is higher and this brings about for a GBC to have a maximum effective tax rate of 3%.
Other tax advantages for GBC in Mauritius are that there is:
- No capital gains tax
- No withholding tax on dividends, interest and royalties paid
- An expanding network of Tax Treaties to enable tax efficient planning
Tax Resident Certificate
For tax residency purposes, a GBC must be centrally managed and controlled from Mauritius. Tax Residency Certificate for a GBC is issued by the Mauritius Revenue Authority and such a certificate is valid for a period of one year and can be renewed annually. To be eligible for a Tax Residency Certificate, a GBC must satisfy certain conditions:
- The Company shall at all times have at least two resident directors in Mauritius and the resident directors shall always be of appropriate calibre who can exercise independence of mind and judgement;
- The company shall at all times maintain its principal bank account in Mauritius;
- The Company shall at all times keep all its accounting records at its registered office in Mauritius;
- The company shall prepare its statutory financial statements and cause such financial statements to be audited in Mauritius;
- The company shall hold its Directors & Shareholders meeting in Mauritius and provide for meetings of directors to include at least 2 directors from Mauritius.
Summary of the Key Features of a GBC:
| Type of corporate vehicle |
A public / private company
A foreign company (i.e. branch of a company established in a foreign jurisdiction)
|
| Taxation |
Only 3% as corporate tax if well structured
Access to Double Taxation Avoidance Treaties
No withholding tax on dividends, interest and royalties paid
No Capital Gains tax
|
| Director |
Needs to have at least 2 Resident Directors
Corporate Directors not allowed
|
| Shareholder |
One shareholder allowed
Corporate shareholder allowed
|
| Company Secretary |
Must at all times have the Management Company as Company Secretary |
|
Meetings
|
All shareholders and directors meetings must be held from the company’s registered office address in Mauritius |
| Constitution |
May or may not have a constitution |
| Capital Requirement |
No minimum capital requirement for GBC not requiring any specialized license |
| Raising of Funds |
May involve capital raising from public |
| Immovable Property |
May lease, hold, acquire or dispose of immovable property or any interest in immovable property situated in Mauritius |
| Banking |
May open and maintain an account in Mauritian currency with a local bank
May open and maintain an account in foreign currencies with any bank
|
| Annual accounts |
Required to file annual audited financial statements and Tax Return with the Authority within 6 months post the Balance Sheet date |
| Access to records |
No publicly accessible record of shareholders, directors or beneficial owners. |
Requirements for incorporation of a Global Business Corporation (GBC):
- VA Global Business Application Form to be duly completed and signed
- Detailed Business Plan of the proposed GBC, including:
- Proposed business activity (ies) & related services to be provided
- Geographic location of target market
- Sector in which the target market operates
- Country(ies) where the principal business activity(ies) will be conducted
- Amount & source of initial capital to be invested
- 3 year financial forecast
- Due diligence documents to be provided on the proposed Directors/Shareholders/Beneficial Owners/Ultimate Beneficial Owners/Promoters of the company as per due diligence checklist
- Once proposed company name approved, consent forms of Director and Shareholder and other related declarations needed for company registration are sent over to client for signing purpose.
- Scanned copies of signed forms/declarations as well as due diligence documents are emailed first for our verification purpose.
- Once we confirm that all documents are in proper order, the originals will need to be couriered to our office address:
VA Global Business Limited
Unit 5, 2nd Floor, CANONNIER WORKSPACE, Royal Road,
Pointe aux Canonniers,
Mauritius
- Once all signed forms and due diligence documents duly received, the company registration is done within 2-3 weeks, however it can take some more or less time depending on the review being made by the Authority.
- Upon company registration and receipt of the GBC License from the Financial Services Commission, the following documents are sent to address as instructed by client:
- Certified copy of the Certificate of Incorporation
- Certified copy of the Authorised Company license
- First Minutes in original
- Register of Director(s), Shareholder(s) and Secretary in original
- Certified copy of the Share Certificate
- Certified copy of the Constitution
Note:Irrespective of the period of the year in which the GBC Company has been incorporated, the yearly renewal period is July – June.
For more information and guidance, please contact Us
