A Global Business Company (GBC) is an entity incorporated under the Companies Act 2001 as amended engaged in global business activities. Such business must be conducted principally with individuals or entities that are non-residents of Mauritius and transactions are carried out in a currency other than the Mauritian rupee.

A GBC is a tax resident entity in Mauritius and allows it to have access to tax treaty benefits for the network of tax treaties which Mauritius has with various countries. 

Global Business Activities

A GBC can engage in the following  Global Business Activities:

• Aircraft Financing and Leasing
• Asset Management
• Investment Holding
  •    Collective Investment Scheme
  •    Aircraft Financing and Leasing
  •    Asset Management
  •    Consultancy Services
  •    Financial Services
  •    Information and Communication Technology Services
  •    Insurance Business 
  •    Licensing and Franchising
  •    Logistics and/or Marketing
  •    Global Headquarters Administration
  •    Pension Funds
  •    Shipping and Ship Management
  •    International Trading

And such other global business activity as may be approved by the Financial Services Commission.

Share Capital

• There is no prescribed minimum stated capital for a GBC and there are no thin capitalization rules in Mauritius.
• The share capital can be denominated in any currency except the Mauritian Rupee.
• GBC are not subject to restrictions on distribution of their assets. They may purchase their own shares subject to meeting the Solvency Test and the requirements under the Companies Act. The shares may either be cancelled on acquisition or held as treasury shares.

Shares & Shareholders

• Shares can only be issued as registered shares and can be issued in different classes with different rights. 
• Shares can be issued with a par value or with no par value.  .
• Minimum of 1 shareholder and same rule applies if the company is a wholly owned subsidiary.
• Shares may be issued to an individual or to a corporate entity.

Annual meeting must be held every year not later than 15 months after the previous annual meeting, and not later than 6 months after the balance sheet date. Meetings need not be held in Mauritius.
 

Taxation

• GBC companies are resident in Mauritius for tax purposes.
• There are no capital gains tax, and no withholding tax on payment of dividends, interests or royalties.
• No stamp duties or capital taxes.
• No inheritance tax.
• GBC companies are liable to tax at the rate of 15% and subject to meeting specific substance requirements entitled to an 80% partial exemption regime (PER).
• Corporate Climate Responsibility Levy of 2% applicable to companies having an income above MUR 50 million as from 1 July 2024.

Tax Residency & Double Taxation Agreements

Tax Residency
It is critical for a  Global Business Company wishing to avail itself of the benefits  under the Double Taxation Avoidance Agreements which Mauritius has to hold  a Tax Residence Certificate (TRC), issued by the Mauritius Revenue Authority.   Additionally,  the company must demonstrate  management and control  in Mauritius and in this respect, it must :  
 

• Have at least two resident directors in Mauritius who can exercise independence of mind and judgment.
• Hold its  Board Meetings in Mauritius or chaired from Mauritius .
• Maintain its principal bank  account in Mauritius.  
• Maintain its accounting records and  all statutory records at its registered office in Mauritius .
• Have its statutory financial statements prepared and audited in Mauritius.
• At all times be managed and controlled from Mauritius
• Carry out its core income generating activities in Mauritius;
• At all times be administered by a licensed Management Company in Mauritius.

Double Taxation Agreements
Mauritius currently has a network of 46 Double Taxation Avoidance Agreements (' DTAA') which includes among others : Belgium, Botswana, China, Croatia, Cyprus, France, Germany, India, Indonesia, Italy, Kuwait, Luxembourg, Madagascar, Malaysia, Mozambique, Namibia, Nepal, Oman, Pakistan, Rwanda, Senegal, Singapore, Sri Lanka, South Africa, Swaziland, Sweden, Thailand, United Kingdom, Zimbabwe and Uganda. The DTAAs facilitate international business by providing clarity of tax rules, reducing risks of double taxation, mitigating tax and fostering cooperation between countries.  

Requirements, Incorporation, Migration & Fees

Requirements

• A company  requires a minimum of one director who must be a natural person and at all times resident in Mauritius. GBCs which generally are set up with a view to availing themselves tax treaty benefits must have a minimum of two resident directors.  
• A GBC must file audited financial statements   with the Financial Services Commission, within 6 months of its financial year-end. The accounts must be prepared in accordance with internationally accepted accounting standards. Tax returns must also be filed every year with the Mauritius Revenue Authorities. 

Transfer of Incorporation

• A foreign company may if it is authorized to transfer its incorporation under the law of the country in which it is incorporated be registered  in  Mauritius and continue as a GBC subject to the company complying with the requirements of the laws of Mauritius. 
• Likewise a  GBC may transfer its registration  to another jurisdiction subject to complying with the requirements of the laws of Mauritius.

Application Process

The process begins with a name reservation, which can be completed within 24 hours.

Following the name reservation with the Registrar of Companies, application documents are submitted to the Financial Services Commission. The application must be submitted through a Management Company and should include a business plan, completed statutory forms (including consent to act as directors), and proof of identity for both shareholders and directors. The application to the Financial Services Commission (FSC) must clearly specify the type of licence being sought, along with the completed forms, the company's constitution where relevant, and the applicable licence fees.

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 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 15 days, provided all details are submitted at the time of application.


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.

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 Companies Act 2001 or the shareholders or members may adopt one through special resolution.
 

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