Authorized Company

An Authorised Company applies where the majority of shares or voting rights or the legal or beneficial interest in a company incorporated under the Companies Act are held or controlled, as the case may be, by a person who is not a citizen of Mauritius and such company –

1. proposes to conduct or conducts business principally outside Mauritius
2. has its place of effective management outside Mauritius.

An Authorised Company is non-resident for tax purposes and is therefore a tax-exempt entity. Companies that are engaged in investment holding, invoicing, marketing, international trading activities and/or non-financial consultancy services often use such a structure. There are some restrictions in terms of business activities that an Authorised Company can carry and the restricted activities are in relation to:

• Banking
• Financial services
• Carrying out the business of holding or managing or otherwise dealing with a collective investment fund or scheme as a professional functionary
• Providing registered office facilities, nominee services, directorship services, secretarial services or other services for corporations
• Providing trusteeship services by way of business

Conditions of an Authorised Company

A holder of an Authorised Company Licence shall –

1. at all times have a registered agent in Mauritius which shall be a management company and which shall be responsible for providing services including:
   1. filing of any return or document required under relevant Acts in Mauritius
   2. receiving and forwarding of any communication from and to the Commission, the Mauritius Revenue Authority or the Registrar
   3. undertaking measures on combating money laundering and the financing of terrorism and related offences as required by any enactment or guidelines issued by the Commission
   4. keeping of records, including board minutes and resolutions, transaction records and such other documents as the Commission may require
   5. such other services as the Commission may require
2. file with the Commission, once in every year, a financial summary
3. file with the Mauritius Revenue Authority, once in every year, the Company Tax Return (Authorised company is tax exempt in Mauritius but annual return has to be filed with the Tax Authority).

Summary of the Key Features of an Authorised Company

A private company

No corporate tax (Tax exempt)

No withholding tax on dividends, interest and royalties paid

No Capital Gains tax

No access to Double Taxation Avoidance Treaty

One director allowed

Corporate director allowed

No requirement to have a Mauritian Resident Director

Shareholder

One shareholder allowed

Corporate shareholder allowed

Company Secretary

May or may not have a Company Secretary

Agent

Must at all times have the Management Company as Registered Agent

Meetings

Shareholders or directors meetings may be held anywhere

Constitution

May or may not have a constitution

Capital Requirement

No minimum capital requirement

At least one share must be issued and paid-up

Raising of Funds

Not allowed to raise capital from public

Immovable Property

May not hold immovable property in Mauritius

Banking

May not hold any account in a bank in Mauritian currency

May open and maintain bank account in foreign currencies

Annual accounts

Financial summary and Tax Return to be filed annually with the Authority

No requirement to prepare audited financial statements

Access to records

No publicly accessible record of shareholders, directors or beneficial owners.

Requirements for incorporation of an Authorised Company:

1. VA Global Business Application Form to be duly completed and signed
2. Detailed Business Plan of the proposed Authorised Company, 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
3. 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
4. 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.
5. Scanned copies of signed forms/declarations as well as due diligence documents are emailed first for our verification purpose.
6. 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
7. Once all signed forms and due diligence documents duly received in original, the company registration is done within 4-6 working days normally, however it can take some more or less time depending on the review being made by the Authority.
8. Upon company registration and receipt of the 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