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2. Category 2 Global Business Company (GBC2)

GBC2’s are regulated by both the Companies Act 2001 and the Financial Services Act 2007. The GBC2 is a special Company in that it is totally exempt from taxes in Mauritius or have a resident of Mauritius as the beneficial owner of its Shares. The tax-exempt status means that a GBC2 cannot benefit from the extensive Mauritius Double Taxation avoidance treaty network.

A GBC2 may either be locally incorporated or registered as a branch of a foreign Company. The incorporation of a GBC2 must be arranged through a licensed OMC, such as Inter-Ocean Management Limited.

The GBC2 has the following features:

2.1 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 the 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. While Shareholder details are required to be submitted to the FSC and the Registrar of Companies, ultimate beneficial ownership does not need to be disclosed.

2.2 Taxation

·         No income tax, no withholding tax and no Capital gains tax

·         Fixed annual license tax

·         No exchange control requirements

·         No access to Double Taxation avoidance treaties

2.3 Capital & Shares

·         No minimum Capital requirement but at least one share must be issued and paid up

·         Registered Shares and a variety of Shares such as preferred, redeemable, and fractional are allowed

·         Shares may be issued with or without par value

·         Redeemable preference Shares may be issued

·         A GBC2 may also redeem, re-issue or purchase its own Shares

·         Shares and Capital may be denominated in any convertible currency

2.4 Shareholders

·         At least one Shareholder required at all times

·         Shareholders may be individual or Corporate

·         Shares may be subscribed by nominees

·         Bearer Shares are not permitted

2.5 Directors

·         Only one Director required.

·         The Shareholder may be a Corporate entity

·         Nominee Shareholders allowed

·         Powers of Directors may be limited by a unanimous Shareholders agreement

·         Board meetings do not have to be held in Mauritius and can be held by telephone or other electronic means. Members or Directors can vote by proxy

·         No annual general meeting of Shareholders is required by law and Shareholder meetings are optional

·         Shareholders, Directors and Secretary’s of a GBC2 are registered with the Registrar of Companies

2.6 Administration, Registration and Requirements

·         Annual accounts do not have to be prepared, filed or published

·         Must be administered by an OMC

·         Application requirements are simple and incorporation takes 2 to 5 days

·         A GBC2 must at all times have a registered office and a registered agent in Mauritius where all statutory books and records are kept

·         No Company Secretary required

·         A GBC1 allowed as a subsidiary

·         Freeport license not allowed

2.7 Mobility

·         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 originally incorporated

·         A GBC2 may transfer its statutory seat to another jurisdiction

·         A GBC2 can be converted to continue as a GBC1 in Mauritius under the Companies Act 2001

2.8 Incorporation

·         A GBC2 may be set up either by incorporation or by way of continuation of an existing Company

·         The completion of an Inter-Ocean Management Limited Data Pack is required

·         Brief business plan is required

·         The Constitution must be prepared and signed by the registered applicant

·         Reserve the Company name at the Registrar of Companies

·         Issued Shares not required at incorporation

·         Inter-Ocean Management Limited submits the above information on behalf of the client

2.9 The Constitution

It is no longer necessary for a GBC2 to have a Memorandum and Articles of Association. In place thereof a GBC2 may or may not choose to have a Constitution. Where no Constitution is adopted the Company will simply be regulated by the provisions 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.

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