Incorporating a Company in Mauritius
Mauritius is a well-developed country in Africa because of its free market system and appealing tax rules. Setting up a company in Mauritius allows you to enjoy benefits like accessing foreign markets and hiring skilled workers. Despite all the advantages, registering a legal entity in Mauritius requires some important considerations. First, you need to make sure that the business entity you choose is eligible to be incorporated in the country. As certain activities are restricted or prohibited in Mauritius, it is important to check the legislation carefully or seek the advice of qualified professionals.
Before being involved in the registration process you have to choose an appropriate business structure that fits your company’s goals. You must also meet regulatory and business requirements, and substance requirements as well. Your entity has to have sufficient funds to support your business and has a local bank account, office space, equipment, and staff to perform.
According to the registration authority in Mauritius, a legal entity can be registered in one day after the entire package of documents will be submitted with the help of the Corporate and Business Registration Department (CBRD). The costs associated with registration depend on the nature and category of the company. There are no requirements for share capital for Mauritius firms. You can set up your entity having only $1 share capital. Please note that companies that do not directly operate in Mauritius do not pay tax.
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Companies that can be registered in Mauritius
To register a business in Mauritius, you can choose one of the business structures offered by local law:
1. Domestic company
It is the local legal entity that is located and does business in Mauritius. Incorporating a domestic company (DC) is the cheapest way to register a company in Mauritius. It can be configured for various activities, including trading, investment holding, and consulting services. It can be incorporated by both residents and non-residents of Mauritius. Such a firm will need to obtain a global business license from the Financial Services Commission of Mauritius if it conducts business mainly outside Mauritius.
2. Global Business Company
The Global Business Company (GBC) is the updated version of the former GBC 1 (resident company), which is no longer allowed to be formed in Mauritius. GBC is resident in Mauritius. This entity’s type needs a Global Business License issued by the Financial Services Commission of Mauritius.
A non-citizen may own a majority of the shares or voting rights or a legal or beneficial interest in GBC. GBC is not subject to any capital gains tax or withholding taxes on distributions. The GBC has access to the Double Taxation Agreements in force in Mauritius.
3. Authorized Company
An authorized company (AC) is a legal entity that is not subject to the tax requirements of Mauritius. A non-citizen may own a majority of the shares or voting rights or a legal or beneficial interest in an AC.
AC conducts its business principally outside Mauritius and has its place of effective management outside Mauritius.
A company formed in Mauritius can be structured as limited by shares, limited by guarantee, limited by shares and guarantee, or unlimited.
It may either be public or private.
Public:
- can have any number of shareholders.
- may offer to sell its shares to the public.
Private:
- must have no more than 25 shareholders.
- cannot make offers to the public to buy its shares.
- may impose restrictions on the transfer of shares.
One person may form a company as well. However, within 6 months of incorporation, the sole member must nominate a person to be the secretary in the event of his death or incapacity.
Another type that can be incorporated is a Limited Life Company. It is an entity with a fixed period of life duration. There is a requirement for this type of business to have at least two shareholders.
If you are looking to bring your already established business to the Mauritius market, you can open a branch office. The activity of such a branch will correspond to the activities of the head office.
Some of the requirements include:
- One local resident representative.
- Registered office address.
- Licenses, as required by your business.
Mauritius Branch office, as a resident company will be subjected to a corporate tax rate of 15%.
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Global Business Companies and Authorized Companies are the most popular types of legal entities. Such entities are mainly used for the following purposes:
- Invoice companies
If the business consists of buying goods or services in one country and selling in another, invoice companies are useful. They offer tax-free pooling. - Property holding companies
Using a global business company, often combined with a trust structure, to invest in property can be very profitable depending on the jurisdiction in which the property is located. - Holding companies of intellectual property and royalties
The Mauritius Law provides legal protection to any original work created or recorded in Mauritius. The protection extends to all countries that have signed the Berne Convention. - Service companies
These companies can provide a whole range of services. These services may include sales promotion, debt collection, treasury management, accounting functions, consulting, recruitment, etc. Such companies can employ foreign staff who take advantage of double tax treaty provisions by paying taxes in Mauritius at low rates.
Requirements for company formation in Mauritius
To register one of the selected types of company, you must comply with the following requirements:
Requirements
Activities
DC
DC can be set up for various activities including Trading, Investment Holding, and Consulting Services amongst others. The activities can be done with both Mauritius residents and non-residents.
GBC
Any activity, in or outside Mauritius.
AC
Any activity except restricted.
Requirements
Shareholders
DC
The shareholders of a DC can be non-residents of Mauritius. You only need a minimum of one shareholder.
GBC
The shareholders can be a non-resident of Mauritius. You only need a minimum of one shareholder.
AC
The shareholders of an AC can be a non-resident of Mauritius. You only need a minimum of one shareholder.
Requirements
Directors
DC
Local legislation requires one of the Directors to be resident in Mauritius.
GBC
Local legislation requires two of the appointed Directors to be resident in Mauritius.
AC
There is no requirements for the Director residency.
Requirements
Local presence
DC
A virtual office may be sufficient depending on the nature of the business and the requirements of the district council.
GBC
The Company shall have a registered office in Mauritius.
Requirements for substances include:
- A reasonable number of employees with appropriate qualifications to perform the main activity;
- The minimum level of expenses, proportional to the level of the company’s activity.
AC
AC must always have a registered agent in Mauritius, and it should be a management company.
Requirements
Accounting
DC
Financial statements must be filed annually.
GBC
Audited financial statements must be filed annually.
AC
Financial statements must be filed by the registered agent annually.
Requirements
Audit
DC
Audit of financial statements is not mandatory until the turnover of the company exceeds Rs. 50 million.
GBC
Audit of the financial statements is compulsory.
AC
Audit of the financial statements is not compulsory.
Requirements
Taxation
DC
The corporate tax rate is initially 15%. However, there are significant exemptions available, leading to an effective tax rate of just 3%. These exemptions apply to 80% of the income generated from various sources, including foreign dividends, foreign interest, foreign permanent establishments, aircraft and ship leasing, exported manufactured goods, and income from specific financial services providers like asset managers, CIS, closed-end funds, and CIS administrators.
GBC
The corporate tax rate starts at 15%, but it can effectively be lowered to just 3% due to a partial exemption. This exemption applies to 80% of income from foreign dividends, foreign interest, foreign permanent establishments, aircraft and ship leasing, exported manufactured goods, and income from specific financial service providers (like asset managers, CIS, Closed-end funds, CIS managers, and CIS administrators).
A GBC is considered a tax resident in Mauritius, allowing it to take advantage of the benefits provided by the Double Taxation Avoidance Agreements that Mauritius has signed with over 40 countries.
AC
The corporate tax rate is 15%, but it applies only to income sourced within Mauritius. If a company’s Place of Effective Management (POEM) is in another country, that country may impose taxes on the income based on its tax laws and any existing Double Taxation Avoidance Agreement provisions between the two countries.
Requirements
Restrictions
DC
If the DC primarily conducts business outside Mauritius and non-citizens of Mauritius hold at least 50% of its shares, it needs to obtain a Global Business License.
GBC
If an applicant intends to engage in any business that requires a license, authorization, registration, or approval under any relevant Act or law, they must apply for it before starting their business activities.
AC
AC is not allowed to engage in business activities such as banking, financial services, providing registered office facilities, nominee services, directorship services, secretarial services, or any other services for corporations. Additionally, it cannot provide trusteeship services as a business.
Documents required for company formation in Mauritius
To apply for incorporation you should fill out the application. Besides, you should also accompany your application with the list of documents. By visiting the website of the Corporate and Business registration department you can find a complete list of documents there and not make mistakes when filling out and preparing your application.
This list includes such documents as:
- If there is a constitution, a copy of this constitution should be certified by at least one applicant.
- Consent of each Director/Secretary that he is not disqualified from holding specified positions.
- Consent of each shareholder specifying the number and class of shares received and the amount paid for those shares.
- A document certifying the agreement to be a participant and the amount that such persons undertake to contribute in the event of liquidation of the company (in the case of an LLC).
The registration department also requires a form of proxy authorizing the agent, in case the documents are signed by an agent representing the shareholder or member.
According to the information from the Corporate and Business registration department, the following documents should be submitted when applying for incorporation:
- Original Copy of Certificate of Reservation (if any)
- Photocopy of Passport for non-residents
- Copy of residence permit (in case the director is a non-resident)
- Proof of director’s address (Ex: Utility Bill)
- Proof of address of secretary (in case the legal entity is formed by one person)
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Benefits of registering a company in Mauritius
If you want to set up a legal entity in Mauritius, here are some of the main reasons to do that:
- Your entity can be registered in less than one day through an online application;
- Mauritius has relatively low company formation requirements when compared to other jurisdictions. The minimum share capital is 1$;
- The corporate tax rate can be reduced to 3%;
- The ability to involve nominee members;
Mauritius has 44 double taxation agreements with countries all over the world and a high level of infrastructure development.
Mauritius has a democratic government and is known for its political stability. It also has an efficient and strong legal system that is based on both French civil law and British common law.
Registering a legal entity in Mauritius provides extensive confidentiality for the beneficial owners as company registers are not available for public inspection;
Our assistance in setting up a company in Mauritius
If you need to register a business in Mauritius, our specialists will provide you with qualified advice on the company incorporation field, opening a bank account, as well as further support of your company’s activities at any stage.
Fintecharbor is the versatile solution both for novice entrepreneurs who are wondering where to register their business, and for customers with experience. In order for you to make sure that your choice is correct, we offer several convincing reasons:
- Our specialists have a high level of qualification and experience in various areas of the economy and they regularly increase it.
- Fintech Harbor Consulting offers a complete turnkey package of services, from company name registration to physical office registration.
- In addition, our specialists have many years of experience in registering various legal entities, from private companies to holding structures.
- We are always on the client’s side. We will help to choose the optimal taxation regime, obtain the necessary licenses and organize the working process as efficiently as possible, in accordance with the requirements of the legislation of a particular country.
- We coordinate our every step with you and report on every action taken.
After your Mauritius company formation, we will be delighted to accompany you in further commercial activities.
How to set up a company in Mauritius
Company formation in Mauritius is highly regulated. The formation of your company must meet the requirements of regulatory legal acts, such as the Companies Act 2001 and the Business Registration Act 2002.
The incorporation process of a Mauritius-based business will usually follow the steps presented below:
Step 1. Choose the appropriate business structure
The first step is to choose the business entity that best suits your needs. In order to decide on the right type of company, you should analyze the types of your future activity, the goals, and the purpose of creating the legal entity. Also, if possible, make a business plan.
Step 2. Choose a name for the company
Choose a brand and a name for your business and make sure it complies with the Companies Act, 2001. No company including a foreign shall be registered under a name that is identical to that of an existing company.
According to the PART V of the Mauritius Companies Act, a company cannot be registered under a chosen name, unless it has been approved by the Registrar. If you intend to register a local company, you must first obtain permission from the Registrar by applying for a name reservation.
The name requested is checked against the Register and must meet the requirements of the Companies Act. After the verification procedure the Registrar shall notify the applicant of the reservation or the impossibility of such reservation.
The name will be reserved for up to two months after the date of approval. If the name in the opinion of the Registrar is undesirable or misleading, the only way to register such a name is to obtain Сourt approval. The Law also contains a list of prohibited words for use in the company’s name.
Step 3: Registration process
Company registration in Mauritius can be done by submitting the necessary application form and all the required documents to the Registration Department.
The process of registering your company is simplified by the fact that the Registration Department has a detailed description of the steps you need to take.
You can also find information on the exceptional data that your application must contain on the Department’s website. By completing the appropriate application form and providing all the required documents, you can register your company in the shortest possible time.
According to the information from the Registration Department’s website, the application includes:
- Selected company name.
- Details of each director and secretary (full name, any former name, and residential and business address).
- Information about business activities and director positions in any public company or its subsidiary. Іf the proposed director is a director of several subsidiaries of the same group, it is enough to indicate that it is a “group of companies” and add the name of the holding company.
- Details of each shareholder (full name, residential address and business address, number of shares and amount to be paid).
- Type of the company: public or private; limited or unlimited.
- The registered office address.
- In the case the company is established by one person, the full name, the usual residential address and the service address of the person nominated to act as secretary who will call a meeting of heirs in the event of death of the sole director should be indicated
- The business activities of the legal entity and location of the business
- Confirmation that the information provided in the application is true and correct.
- The full name of the applicant.
Incorporating a company in Mauritius requires preparing a Memorandum and Articles of Association that define the company’s goals, share capital, and management structure. After submitting the form, it is necessary to pay the annual registration fee.
Step 4: Obtaining incorporation documents
After paying the established fee and complying with all the requirements of the law, you will receive еhe certificate of incorporation.
The certificate of incorporation is legal proof of the existence of the company and contains basic information about the company, including the name of the company, its registration number, and the date of registration.
If you want to apply for a global business license or another financial license in Mauritius, you will need to satisfy the Financial Services Commission (FSC) that you have the necessary expertise to undertake such operations.
FAQ
How much will it cost to register a company in Mauritius?
The state fee for company registration depends on the type of company:
Entities that fail to pay annual fees to the government, and the officers of such companies, are in default and could be subject to prosecution in Mauritius.
| Company Type | Incorporation | In respect of every subsequent year |
| Private | Rs 9 000 | Rs 13 500 |
| Public | Rs 13 500 | Rs 20 250 |
| AC | USD 100 | USD 150 |
| Signed Certificate of Incorporation (upon request) | Rs 100 |
What is the role of the Mauritius Revenue Authority (MRA) in company registration?
The MRA is an agent of the State and it is responsible for the collection process of all major tax revenues. Its main responsibility is to monitor tax compliance in Mauritius.ь The MRA is responsible for the collection of taxes and fees, their receipt into the budget and compliance with tax laws in Mauritius.
Do I need to obtain a business license for every activity in Mauritius?
For every commercial activity you are going to conduct, you need to obtain a different license. This may also involve obtaining separate licenses for different types of activities. For example, such as trading, manufacturing, providing services, etc.
Can I register a company in Mauritius if I’m staying outside Mauritius?
Non-Mauritian residents have the option to establish an offshore entity or conduct business in Mauritius, following the necessary guidelines. For a Global Business Company, it is required to have 2 local directors and a registered office in Mauritius. Additionally, a qualified secretary (either a firm or an individual) who is a resident of Mauritius is also necessary. If you plan to open an Authorized Company, certain criteria must be met by the ultimate beneficiary and other controlling persons, and one of those requirements is that they cannot be residents of Mauritius.
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