Company Incorporation Services in Mauritius

Authorised Company
(Formerly GBC2)

The Transition from GBC2 to “Authorized Company”!

With the enactment of the Finance Act 2018, substantial changes have been introduced to the Financial Services Act. One of the most notable changes is the introduction of a new corporate entity known as the “Authorized Company,” which has replaced the previous “GBC2 Company.”
An Authorized Company is established when the majority of shares, voting rights, or legal or beneficial interests in a company incorporated under the Companies Act are held or controlled by an individual who is not a Mauritian citizen. The company must meet the following criteria:

• (a) Its primary business activities are carried out predominantly outside Mauritius.

• (b) Its effective management is located outside of Mauritius.

For an Authorized Company:

• It is a mandatory requirement to maintain a registered agent in Mauritius, typically a management company. This registered agent assumes responsibility for various services, including the submission of required returns and documents under the relevant Mauritian legislation.
• The registered agent serves as the intermediary for all communications between the company, the Financial Services Commission (FSC), the Mauritius Revenue Authority, and the Registrar.
• The company is expected to take specific measures to combat money laundering, the financing of terrorism, and related offenses, in line with enacted laws or guidelines issued by the Commission.
• Record-keeping is crucial, encompassing the maintenance of board minutes, resolutions, transaction records, and other relevant documents, as deemed necessary by the FSC.
• The company is required to file an annual financial summary with the Commission and an annual Company Tax Return with the Mauritius Revenue Authority. It’s important to note that Authorized Companies are exempt from taxation in Mauritius, but this filing is a mandatory procedural requirement.

This transition from GBC2 to Authorized Company reflects changes in regulatory and compliance norms, making Mauritius an even more attractive destination for international businesses.

Meeting Regulatory Requirements for Mauritius Incorporation

When incorporating a company in Mauritius, it’s crucial to adhere to the necessary compliance standards and requirements. Mauritius offers a well-rounded environment for offshore operations, and understanding these aspects is essential:

Stated Share Capital: There are no restrictions on the quantity or value of shares that can be issued, offering flexibility in structuring your company’s share capital.
Permissible Share Classes: Mauritius permits various classes of shares, including registered shares, preference shares, redeemable shares, and shares with or without voting rights. This diversity allows for tailored ownership structures.
Taxation: An Authorized Company in Mauritius enjoys the advantage of not being subject to taxation on its worldwide profits by the Republic of Mauritius authorities, making it an appealing choice for businesses.
License Fees: Companies are required to pay an annual license fee of US$375 to the Financial Services Commission (FSC) and an additional US$125 per year to the Registrar of Companies. These fees contribute to the operational compliance of the entity.
Financial Statement Requirements: Authorized Companies are obligated to maintain financial statements that reflect their financial position, typically under the oversight of the Registered Agent. However, they are not required to submit these accounts to the authorities.
Directors: A minimum of one director is necessary, and this can be either a natural person or a corporate entity. This flexibility ensures ease of management and compliance.
Company Secretary: A company secretary is a required position, ensuring the proper administration and governance of the company.
Shareholders: The minimum number of shareholders required is one, allowing for sole ownership or multiple shareholders, depending on the company’s structure.

Incorporating in Mauritius is guided by these compliance aspects, and it’s essential to understand and adhere to them to establish a successful business entity in this offshore jurisdiction.

Mauritius Authorized Companies
Permitted Activities

Mauritius Authorized Companies are well-suited for a range of activities that are primarily conducted outside of Mauritius. These permissible activities include:

1. Investment Holding: Authorised Companies can engage in holding investments.
2. Property Holding: They can hold and manage properties.
3. International Trade: Facilitating and participating in international trade.
4. Management and Consultancy: Providing management and consultancy services.
5. IT Services: Offering a variety of information technology services.
6. Logistics: Engaging in logistics-related operations.
7. Marketing: Conducting marketing and promotional activities.
8. Shipping and Ship Management: Activities related to shipping and ship management.
9. Special Purpose Vehicles (SPVs): Establishing one-off transactions using Special Purpose Vehicles.

Non-permitted Activities

It’s important to note that, as stipulated in the Fourth Schedule to the Financial Services Act 2007, there are certain activities that Authorized Companies are explicitly prohibited from undertaking, which include:

1. Financial Services: Such as banking operations.
2. Collective Investment Schemes (Funds): Managing, holding, or dealing with Collective Investment Schemes as a professional administrator.
3. Corporate Services: Providing registered office facilities, nominee services, directorship, secretarial services, or other services to corporations.
4. Trusteeship Services: Offering trusteeship services.

Furthermore, Authorized Companies are not permitted to engage in any activities that could harm the reputation of Mauritius as an International Financial Centre or are contrary to the public interest. These prohibitions are determined by the Mauritius Financial Services Commission (FSC).
Authorized Companies are registered under the Companies Act of 2001 and are licensed by the Mauritius Financial Services Commission (FSC). The legal framework governing these companies adheres to international standards, ensuring an attractive environment for both domestic and international investors. This framework is designed to promote a secure and regulated environment that aligns with international legal norms.