Mauritius Category 2 Global Business Company (GBC2) Introduced

Viewpoints > Viewpoints from Kaizen > Offshore Company > Mauritius Category 2 Global Business Company (GBC2) Introduced

A GBC2, or known as GBL2, 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.

Activities that may be carried on by a Category 2 Global Business license include:

 

  • Non-financial consultancy
  • IT Services
  • Logistics
  • Marketing
  • Shipping
  • Ship Management
  • Trading
  • Passive Investment Holding
  • One off transaction using a Special Purpose Vehicle
  • Such other activity as may be approved by the FSC

Confidentiality

Confidentiality is strictly observed in terms of the FSD Act. 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 nominee shareholders, the identity of the beneficial owners can remain confidential.

Capital and Shares

  • There is no minimum capital requirement but at least one share must be issued and paid up.
  • Registered shares, preference shares, redeemable shares and shares with or without voting rights.
  • 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.

Taxation

  • A GBL2 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 GBL2 can trade and/or invest in a GBC1 and vice versa.

 

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 incorporated.
  • A GBL2 may transfer its statutory seat to another jurisdiction.
  • A GBL2 can be converted into a GBC1.

 

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.

 

Documentation

 The following should be submitted to us:

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

 

Government Fees

Annual fees to Registrar of Companies: USD65 Annual Fees to Financial Services Commission: USD135

 

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

 

Directors

Minimum one, who may be a natural person or a body corporate and could be of any nationality.

 

Administration

 

  • 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 GBL2 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.
  • Meetings may be held anywhere in the world.
  • Company Secretary optional.
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