Taysun Corporate Services Ltd

Category 2 Global Business company

Main features

  • GBC2 companies are governed by the Companies Act 2001 and the Financial Services Act 2007. A GBC2 company is a private company which does not conduct business with persons resident in Mauritius nor conduct any dealings in Mauritian currency
  • A GBC2 is a private company which conducts business with persons, all of whom are resident outside Mauritius, and in a currency other than the Mauritian rupee. A GBC2 provides for greater flexibility and is a suitable vehicle for holding and managing private assets.   
  • It is a tax exempt company therefore has no access the network of Double Taxation Agreements of Mauritius. It cannot carry out business of company formation, administration and management or provide professional nominee or trusteeship services. It is furthermore prevented from raising capital from the public and offer of provide financial services or other services as fiduciary in any investment fund or any collective investment scheme. A GBC2 may be locally incorporated or registered as a branch of a foreign company.
  • Minimum of one director is required who may be a natural person or a body corporate

Other features

  • Registered shares, preference shares, redeemable shares and shares with or without voting rights.
  • There is no minimum capital requirement but at least one share must be issued and paid up.
  • Par value shares may be stated in more than one currency
  • Fractional shares are allowed
  • Bearer shares are not allowed
  • Shares may be subscribed by nominees
  • Shareholders may be individual or corporate
  • A GBC2 may acquire, redeem, reissue or purchase its own shares
  • The Directors are required to ensure that the company meets the solvency test after making distributions. The solvency test is satisfied where the company is able to pay its debts as they become due and the value of the company's assets is greater than the sum of the value if its liabilities and its stated capital.

The GBC 2 provides greater flexibility and is a suitable vehicle for holding and managing private assets. It is however not allowed to raise capital from the public or to conduct any financial services or to act as a fiduciary. The GBC 2 is not resident for tax purposes and therefore does not benefit from double taxation relief under tax treaties. The GBC 2 may either be limited by shares or by guarantee or limited by shares and guarantee or simply unlimited. A GBC 2 may also be structured as a Limited Life Company.

GBC 2 companies are regulated by both the Companies Act 2001 and the Financial Services Act 2007. The GBC 2 is a special Company in that it is totally exempt from taxes in Mauritius. The tax-exempt status means that a GBC 2 does not benefit from the extensive Mauritius Double Taxation Avoidance treaty network.

A GBC 2 may either be locally incorporated or registered as a branch of a foreign Company. The incorporation of a GBC 2 must be arranged through a licensed Management Company like Taysun Corporate Services Ltd.

GBC2 companies are not authorised to:

  • Offer shares or otherwise raise capital from the public
  • Carry on any banking, insurance or reinsurance business
  • Carry out the business of company formation, administration and management or provide professional nominee or trusteeship services
  • Offer or provide or purport to provide financial services; or
  • Offer professional services as fiduciary in any investment fund or any collective investment schemes by whatever name called.


INCORPORATION, MIGRATION, FEES & OTHER REQUIREMENTS FOR GBC 2

Incorporation Process


Following the name reservation with the Registrar of Companies, application documents including a brief business plan are submitted to the FSC. Upon meeting all licensing conditions, the Registrar of Companies proceeds with the incorporation of the company. The incorporation and licensing generally takes 24 hours upon receipt of required information and instructions.


Migration

  • A foreign company may transfer its seat to Mauritius and continue as a GBC2 provided this is allowed under the laws of the country in which it was incorporated
  • A GBC2 may transfer its statutory seat to another jurisdiction
  • A GBC2 can be converted into a GBL1


Fees

  • Annual fees to Registrar of Companies: US$ 65
  • Annual Fees to Financial Services Commission: US$ 135


Documentation

The following should be submitted for processing the application:

  • The company name to be set up
  • A fee is payable to the Registrar of Companies for name reservation
  • Particulars of principals/promoters (nationality, address, country of residence, profession, etc.)
  • Passport copy of principals/promoters
  • Bank reference letter
  • Brief business plan
  • Full names and addresses of all directors/promoters
  • Duly filled in and signed statutory Application Form


Taxation

  • A GBC2 does not pay any tax on its world-wide income to the Mauritian Authorities
  • No withholding tax on dividends
  • No capital gains tax
  • The tax cost of a GBC2 is effectively the foreign tax suffered. A GBC2 can trade and/or invest in a GBC1 and vice versa


Constitution

  • The Constitution has replaced the Memorandum and Articles of Association. 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 FSA Act 2007 or the shareholders or members may adopt one through special resolution.


Administration

  • It is optional to appoint a company secretary
  • Meetings may be held anywhere in the world
  • A GBC2 is required to maintain financial statements to reflect their financial position with the Registered Agent but are not required to file accounts with the authorities
  • Filing is required of appointment of directors and secretary and change in shareholders. There is no duty payable on filing
  • The directors are required to ensure that the company meets the solvency test immediately after making distributions. The solvency test is satisfied where the company is able to pay its debts as they become due and the value of the company's assets is greater than the sum of the value of its liabilities and its capital

A table of comparison for GBC 1 and GBC 2

General Information
 GBC1GBC2
Legislation
Companies Act 2001 and the Financial Services Act 2007Companies Act 2001 and the Financial Services Act 2007
Regulatory AuthoritiesRegistrar of Companies incorporates companies and retains filings. Financial Services Commission licences & regulates non bank financial institutionsRegistrar of Companies incorporates companies and retains filings. Financial Services Commission licences & regulates non bank financial institutions
Name reservation Approval required by Registrar of CompaniesApproval required by Registrar of Companies
Incorporation timeUp to 10 business days2 to 4 days
Migration of Companies in and from MauritiusAllowedAllowed
Tax Status15% on profit but tax credits apply which brings the effective tax rate to 3% (80% of the 15%)Tax Exempt
Statutory Information
Stated CapitalUS$1,000US$1,000

Minimum Number of Shareholders

OneOne
Minimum number of directors requiredTwoOne
LocationMust have at least one Director resident in Mauritius
No Restriction
SecretaryYesNo
Registered Office RequiredYesYes
Company MinutesYesYes
ConstitutionNot required but can be adoptedNot required but can be adopted
Documents kept at Registered OfficeConstitutive documents, register of members, register of directors and officers, register of interests, register of shares, minutes, accounts, executed contractsConstitutive documents, register of members, register of directors and officers, register of interests, register of shares, minutes accounts, executed agreements

Information Required for Incorporation of a company by Registrar of Companies (ROC) & Financial Services Commission (FSC)

For beneficial owners, Shareholders and Directors: names, passport copies including signature page, proof of residential addresses, bank references, Curriculum Vitae
For companies: corporate documents, business plan, auditors, bankers

For beneficial owners, Shareholders and Directors: names, passport copies including signature page, proof of residential addresses, bank references, and Curriculum Vitae
For companies: corporate documents, business plan, auditors, bankers
Accounting & Administration
Annual Sharesholders
Meeting Required
YesYes
Audited Accounts RequiredYes. filed with the Financial Services Commission and Mauritius Revenue Authority
Financial summary in accordance with the 9th Schedule of Companies Act 2001
Tax Return RequiredYesNo
Double Tax Treaty BenefitsYesNo. Being non-resident for tax purposes, a GBC2 cannot avail itself of treaty benefits
Approved ActivitiesAny lawful activity as per the Financial Services Act 2007 and regulations thereof. Business activities should be conducted outside of Mauritius
Cannot conduct the following activities:
*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 of Registered Office facilities, nominee services, directorship services, secretarial services or other services for corporations
*Providing trusteeship services by way of business
Advantages* Full benefits of Double Taxation Treaties
* Stable environment
*No capital gains tax
*Widely used vehicles
*Mauritius on white list of OECD
*Foreign tax credit for withholding and underlying taxes paid abroad
*Tax exempt
*Stable jurisdiction
* Low annual fees
* Flexible legislation
Other Information

Government Fees
- FSC Processing Fee

- Annual Licence Fee (FSC)

- Annual  Fee (ROC)**


US$ 500.00
US$ 1500.00
US$ 250.00


Nil
US$ 235.00
US$ 65.00

Financial services activities

Yes

No
Raising of public fund YesNo
Access of records by publicNoNo
Physical Office in Mauritius/Expatriate and Local StaffYesNo
Disclosure of Beneficial
Owners/shareholder/directors to the authorities
YesBeneficial owners as per the requirements of FSC


Confidentiality

Confidentiality is strictly observed in terms of the FSA Act 2007. No person or body is authorized to disclose information or present documentation to any court, tribunal, committee of inquiry or other authority in Mauritius unless ordered to do so by a Court of Law on application by the Director of Public Prosecution for inquiry into the trafficking of narcotics and dangerous drugs, arms trafficking or money laundering as defined under existing legislation. The identity of the beneficial owner needs to be disclosed only to the registered agent and to the banker if a bank account is required in Mauritius. The records kept by the Registrar of Companies may only be inspected by the shareholders of the company. Through the use of Taysun Corporate Services Ltd nominee shareholders, the identity of the beneficial owners can remain confidential.