Mauritius – Procedure of Incorporation

Mauritius offers two types of Offshore Companies; Global Business Company Category 1 (GBC1) and Global Business Company Category 2 (GBC2). Both are governed by the 2001 Companies Act and regulated by the Mauritius Financial Services Commission. Outlined below are the requirements for registering a GBC1 and GBC2 in Mauritius along with the processes and procedures, administration issues and reporting requirements.

Procedure for GBC1 & GBC2 Incorporation:

The procedure for the formation of a Mauritius Offshore Company is as follows:

• An application form is completed with details of preferred name and details of beneficial directors and shareholders (nationality, country of residence, address, profession etc)
• A scanned copy of the passport of the beneficial directors and shareholders is required
• A bank reference letter
• A scanned copy of proof of residence. This can be in the form of a utility bill, bank statement or bank reference and must not be older than 3 months
• A bank reference letter and brief business plan
• At this point Eltoma will issue an invoice for a Mauritius Company Incorporation. Upon receipt of money we start the incorporation process.
• The completed application form plus the Constitution of the Company (this replaces the standardised Memorandum and Articles of Association) is sent to the Registrar of Companies in Mauritius. An application is made in parallel to the Financial Services Commission of Mauritius for a Global Business License.
• The process takes approximately 7-10 days for a GBC1 and 2 days for a GBC2

Company Administration Guidelines

Share Capital:

• GBC1 – There are no minimum capital requirements. Capital can be in any currency except the Mauritian Rupee. Bearer shares are not permitted. A minimum of one Shareholder is required. The shareholder can be any nationality and does not need to be resident in Mauritius.
• GBC2 – There are no minimum capital requirements. Bearer shares are permitted, Share Capital is unlimited and there are no extra fees for high capitalization. A minimum of one Shareholder is required. Any change on the beneficial ownership must be notified to the Financial Services Commission in Mauritius within one month.

Directors:

• GBC1 – A minimum of one director is required however to take advantage of the Double Taxation Treaties two resident Mauritian Directors are required.
• GBC2 – A minimum of one director is required; can be either a corporate or individual

Restrictions on Name & Activity:

• GBC1 – It is prohibited for company names to contain words such as ‘Bank’, ‘Insurance’, ‘Building Society’ or ‘Trust’
• GBC2 – It is prohibited to use any name that is similar to an existing company name

Local Requirements:

• GBC1 – A Registered Agent and Registered Office in Mauritius is required. The Registered Agent must be appropriately qualified to act as such, for example a lawyer, Licensed Management Company etc. A company secretary is also required. The secretary must be qualified and resident in Mauritius. All records must be kept in the registered office.
• GBC2 – A Registered Agent and Registered Office in Mauritius is required. The Registered Agent must be appropriately qualified to act as such, for example a lawyer, Licensed Management Company etc. A secretary is required but there is no requirement for a qualified, Mauritian Resident to undertake this position.

Confidentiality:

• GBC1 – Beneficial Owners details are disclosed to the Mauritian Authorities but they are not made available to the public.
• GBC2 – There is no requirement to disclose Beneficial Owners details to the Mauritian Authorities.

Timescale:

• GBC1 – Approximately 3-4 weeks is required.
• GBC2 – Approximately 2 weeks is required.