Taysun Corporate Services Ltd

Category 1 Global Business company

Main Features

  • A minimum of one director who must be a natural person is required. For treaty access, a minimum of two local Directors are required and board meetings must be held in Mauritius.
  • A GBC 1 is subject to a concessionary rate of income tax to a maximum effective rate of 3% 
  • Benefits under tax treaty network is available once the company is qualified as tax resident in Mauritius.
  • A GBC1 must at all times have a registered office in Mauritius
  • Accounting records and statutory documents including register of members, debenture holders, and officers must be kept. It is recommended that a Register of Charges and Register of Interests must be kept at all times have a qualified company secretary (corporate or individual) who is resident in Mauritius
  • A GBC 1 is exempt from capital gains
  • There is no withholding tax on payment of dividends, interests and royalties
  • A GBC 1 can be incorporated as public or private company, have a Limited Life Company status or Protected Cell Company status among others
  • A GBC 1 is prohibited in dealing or transact with resident in Mauritius unless special derogation from the authorities
  • Conversion from a GBC2 to GBC 1 is allowed and vice versa
  • A GBC 1 must file audited profit & loss account and balance sheet annually with the Financial Services Commission, within 6 months of the financial year-end. The accounts must be prepared in accordance with internationally accepted accounting standards
  • Annual tax return must be filed with the Mauritius Revenue Authority (MRA)
  • An annual meeting must be held every year not later than 15 months of previous meeting and not later than 6 months after the balance sheet date of the company.
  • There is no statutory requirement for a GBC1 to have a constitution and it is governed by the provisions under the Companies Act 2001. The shareholders may adopt a constitution at any time through a resolution.
  • A GBC1 should keep various records including minutes of all directors’ and shareholders’ meetings or resolutions, accounting records, share register, register of directors among others. Return and filing for a GBC1 with the Registrar of Companies are not opened to the public.
  • Any change in the internal matters of a GBC 1 should be immediately filed with the authorities within prescribed time limit to avoid heavy penalties and sanctions.
  • Only a licensed and qualified Management Company like Taysun Corporate Services Ltd can provide registered office and act as secretary.
  • A GBC 1 is generally used when income from overseas is derived mainly in the form of dividends, interest, royalties, capital gains and when tax treaty benefits need to be availed.
  • Companies engaged in financial services business such as banking; insurance; investment management; investment advisory services can only be incorporated as GBC1 companies and, where applicable, obtain additional licences from the Financial Services Commission


Other Features

Capital

  • There is no minimum stated capital.
  • Capital can be denominated in any currency except Mauritian Rupee.
  • GBCs1 are subject to no restrictions as to the distribution of their assets. They may purchase their own shares subject to the Solvency Test. The share may either be cancelled or held as treasury shares. These are allowed under the Companies Act 2001.


Shares

  • A minimum of 1 shareholder and same rule applies if the company is a wholly owned subsidiary
  • A GBC 1 can have registered shares, preference shares, redeemable shares and shares with or without voting rights
  • Shareholders of a GBC 1 may be individual or corporate entity
  • Par value shares, if any, may be stated in more than one currency.
  • Shares may be subscribed by nominees but beneficial owners should be disclosed.
  • Annual meeting must be held every year not later than 15 months after previous meeting and not later than 6 months after balance sheet date.


Licence fees

  • Payable to Financial Services Commission of Mauritius USD 1,500 per year
  • Payable to Registrar of Companies of Mauritius USD 250 per year
  • Such a company is used generally when income from overseas is mainly in the form of dividends, interest, royalties and capital gains and when tax treaty benefits need to be availed.


Tax Residency Requirements

  • A Tax Residency Certificate gives the GBC1 its Mauritian tax residence status for treaty relief purposes
  • To obtain and maintain a tax residence certificate (TRC) a GBC1 needs to demonstrate that its central management and control are effected from Mauritius and has to satisfy the following:
  • The Company shall at all times have at least two Directors resident in Mauritius. The resident directors shall be of appropriate calibre who can exercise independence of mind and judgement.
  • All meetings of the Board of Directors shall be held, chaired and minuted in Mauritius –telephonic conference accepted.
  • The company must have a registered address in Mauritius.
  • Documents and records of the company must be kept at the registered office in Mauritius and it shall at all times keep its accounting records at its registered office in Mauritius.
  • All the banking transactions of the company should be carried out through a bank account set up in Mauritius
  • The company should have local company secretary and local auditors
  • Functionaries and other service providers (advisers and trustees/custodians and administrators) appointed by the company should be acceptable to Financial Services Commission
  • TRC is renewable on an annual basis and pursuant to the Double Taxation Agreement (DTA) with specific formalities and undertakings having to be complied with.

Taxation

Click here to read about taxation.

 

Confidentiality

The law provides confidentiality clauses to the effect that no disclosure on global business entities shall be made by the officers of the FSC to any authority in Mauritius or elsewhere except on a court order for the purpose of any enquiry or trial relating to the trafficking of narcotics and dangerous drugs, arms trafficking or money laundering as provided by relevant Mauritian laws or if required under any international treaty, convention or agreement that Mauritius may have under exchange of information. Upon application to the FSC, full disclosure is required on the beneficial owners of the company. However, such information is not available for public inspection


INCORPORATION, MIGRATION, FEES & OTHER REQUIREMENTS FOR GBC 1

Incorporation Process

Once the name reservation with the Registrar of Companies has been confirmed, application documents including a business plan are submitted to the Financial Services Commission. Upon meeting all licensing conditions, the Commission issues a letter of intent stating the conditions under which the licence will be issued. Once the approval "in-principle approval" has been received from the FSC, the application for incorporation is submitted to the Registrar of Companies. The incorporation and licensing is generally completed within 10 business days, provided all details are submitted at the time of application.

Taysun Corporate Services Ltd uses nominee subscribers and professional directors to facilitate speedy incorporation. Changes can be made afterwards. Original signed Consent to Act as Directors forms will have to be filed in due course with the Registrar of Companies.


Migration

  • A foreign company may transfer its seat to Mauritius and continue as a GBC1.
  • A GBC1 may transfer its statutory seat to another jurisdiction.
  • A GBC1 may be converted into a GBC2


Documentation

  • Desired company name. A fee is payable to the Registrar of Companies for name reservation.
  • Details of all principals (name and address, nationality, country of residence, business track record, photocopies of first four pages of passport, etc.). In case of Corporate owner, profile and audited accounts of the company is required.
  • Detailed business plan with 3 year financial forecasts and amounts of investments to be made.
  • Bank reference letter.
  • Duly filled in and signed Statutory Application Form.


Fees -all fees payable to FSC & ROC

  • Annual Fees to Financial Services Commission: US$ 1,500.
  • Annual Fees to Registrar of Companies: approx: US$ 250.
  • Application Processing Fee to Financial Services Commission: US$ 500.  
  • Application Processing Fee to Registrar of Companies US$ 100.
Application Processing Fee is one-off fee payable to the regulatory authority.

Constitution

There is no requirement for a company to have a Constitution. Where a company does not have a Constitution, the company shall be governed by the provisions as set out in the Companies Act 2001 or the shareholders or members may adopt one through special resolution.