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1. Category 1 Global Business Company (GBC1)

A GBC1 is defined as a Company engaged in qualified global business and which is carried on from within Mauritius with persons all of whom are resident outside Mauritius and where business is conducted in a currency other than the Mauritian Rupee.

A GBC1 may be locally incorporated or may be registered as a branch of a foreign Company. The incorporation of a GBC1 must be arranged through a licensed OMC, such as Inter-Ocean Management Limited, who shall need to first obtain the approval from the FSC.

The GBC1 has the following features:

1.1 Taxation

·         No withholding tax

·         No Capital gains tax

·         15% corporate income tax rate; reduction through tax credits to an effective tax rate of 3%

·         Access to Double Taxation avoidance treaties between Mauritius and 33 countries worldwide with further treaties awaiting ratification

1.2 Capital & Shares

·         Minimum Stated Capital of 1 Share

·         Only registered Shares allowed

·         Par value Shares optional

·         Redeemable preference Shares may be issued

1.3 Shareholders

·         At least 1 Shareholder is required

·         Shareholders may be individuals or Corporate entities

·         Shares may be subscribed by nominees, but names of the beneficial owners must be disclosed

·         Shareholders must hold an annual General Meeting

1.4 Directors

·         At least 2 Directors required at all times

·         1 Director must be a Mauritian Resident

·         Inter-Ocean Management Limited can supply Directors where necessary

·         Board meetings do not have to be held in Mauritius. However to benefit from the Double Taxation avoidance treaties the Company must have two Mauritian Resident Directors and board meetings must be held on the island

·         Teleconference meeting of Directors is allowed

1.5 Administration & Registration

·         Audited annual accounts to be filed with the FSC

·         Filing of annual returns with the Registrar of Companies is not required

1.6 Mobility

·         A foreign Company may transfer its seat to Mauritius and continue as a GBC1

·         A GBC1 may transfer its statutory seat to another jurisdiction

1.7 Requirements

·         A GBC1 must at all times have a qualified Company Secretary who is a Resident of Mauritius

·         A GBC1 must at all times have a registered office where all statutory books and records are kept

·         Only a licensed and qualified OMC, such as Inter-Ocean Management Limited, can act as Company Secretary and provide the registered office

1.8 Incorporation

The application for incorporation of a GBC1 needs to be submitted by an OMC and is subject to prior approval of the FSC. Once the OMC has received the approval of the Company name all the application forms and documents are required to be submitted to the FSC and Registrar of Companies. Incorporation takes approximately 14 days. Complete disclosure of beneficial ownership is required at incorporation.

1.9 Tax Residency Certificate

In order for a GBC1 to benefit from the Double Taxation avoidance treaties, it must be liable to taxation in Mauritius and be in possession of a Tax Residency Certificate. The application for a Tax Residency Certificate takes approximately 3 weeks. To qualify therefore the Company needs to fulfill the “place of management” test as follows:

·         The Company has at least two Mauritian Resident Directors

·         The Company holds its board meetings in Mauritius, however telephonic participation by non-Mauritian Directors is permitted provided that the meeting is chaired and initiated in Mauritius

·         The Company has a local bank account through which investment funds flow

·         The Company has a qualified Company Secretary

·         Accounting records must be maintained in Mauritius in accordance with the Companies Act 2001 and international accounting standards

1.10 The Constitution

It is no longer necessary for a GBC1 to have a Memorandum and Articles of Association. In place thereof a GBC1 may or may not choose to have a Constitution. Where no Constitution is adopted the Company will be regulated by the provision laid out in the Companies Act 2001. We recommend that a simplified Constitution be adopted. Should the client prefer a full Constitution (similar to a Memorandum and Articles of Association) we will gladly provide them therewith.

1.11 Confidentiality

Confidentiality is strictly observed in terms of the Financial Services Act 2007. No person or body is authorised to disclose information or present documentation to any court, tribunal, committee of enquiry or other authority in Mauritius unless ordered to do so by a Court of Law on application by the Director of Public Prosecutions for enquiry into the trafficking of narcotics and dangerous drugs, arms trafficking or money laundering as defined under existing legislation. On application to the FSC for incorporation total disclosure of beneficial ownership and Company business needs to be made.

1.12 Qualified Global Business Activities

A GBC1 may only conduct activities classified as Qualified Global Activities in the Financial Services Act 2007.

·         Aircraft Financing and Leasing

·         Consultancy Services

·         Financial Services

·         Information Services

·         Insurance/Pension Fund

·         Logistics and Marketing

·         Shipping and Ship Management

·         Assets Management

·         Employment Services

·         Funds Management

·         Communication Technology Services

·         Licensing and Franchising

·         Operational Headquarters

·         Trading

·         Investment Advisory

·         Investment Holding

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