Company Formation in
GBC2 – Global Business Category 2 Company
Category 2 Global Business Companies (GBC2) which are similar to the BVI type International Business Companies are governed by the provisions of the Companies Act 2001. GBC2 companies are cost-effective, flexible and wholly tax-exempt vehicles for structuring of client’s investments. Information relating to a GBC2 are confidential and not available for public inspection.
Key Features of a GBC2
A Mauritius GBC2
May issue shares with or without a par value (sec.345) or fractional shares
All information on GBC2 are confidential and not available for public inspection
May have shareholders or directors who are corporate bodies or natural persons
May be limited by guarantee or limited by shares or unlimited
May be managed by its members or by a Board comprising one or more directors
May be set up with partnership-type characteristics e.g. limited life provisions
May but does not need to have a constitution or bye-laws
It does not require file annual returns or audited accounts
Does not need to have local director, shareholder or secretary
The minimum number of shareholder and director required is one.
The GBC2 Company shall be a private company and shall at all times have a registered agent, and a registered office in Mauritius. We are licensed as a management company for the purposes of providing these services.
A GBC2 Company is prohibited from:-
Dealing with Mauritian residents or in the Mauritian Rupee;
Owning any interest in immovable property situated in Mauritius;
Having as beneficial owner any person resident in Mauritius; or
Holding shares or debentures or any interests in a domestic company.
A GBC2 Company is non-resident for tax purposes and is therefore not subject to any tax in Mauritius on its income, or dividends or interest paid to a non-resident or on any royalties, rents or compensation paid by the company. Moreover any gains or profits derived from the sale of shares, debt obligations or other securities of the Company are also exempt from tax.
A GBC2 company is exempted from the payment of any duty, levy (sec 42(4) FSDA 2001).
A GBC2 is not allowed to access the benefits available under the double taxation avoidance treaties.
Incorporation and Time-Frame
A GBC2 company may be established fairly quickly – within three days. The procedure is to send us the duly signed Application Form with the required remittances and supporting documents
A company holding a Category 2 Global Business License is often used for trading and investment. GBCII companies are not resident for tax purposes and do not have access to Mauritius’ tax treaty network. Beneficial ownership is not disclosed to the authorities.
Mauritius is situated in the Indian Ocean approximately 800 km off the East Coast of Madagascar.
The population of the Island is approximately 1,200,000 made up principally by people of European, African, Indian and Chinese origin. Mauritius takes pride in the fact that these different cultures co-exist in peace and succeed in creating a cultural entity that is distinctly Mauritian.
The British ruled Mauritius for 158 years until 12 March 1968 when it became an independent country within the Commonwealth. The Republic of Mauritius is a Westminster style democracy. The President is the Head of State and Commander in Chief. Full executive power rests with the Prime Minister who is Head of Government. The Members of Parliament are elected every five years by popular vote and a number of political parties contest the elections, every five years, reflecting the country’s firm commitment to a multi-party political system.
Since independence in 1968, Mauritius has developed from a low income, agriculturally based economy to a middle-income diversified economy with growing industrial, financial, and tourism sectors. For most of the period, annual growth has been of the order of 5% to 6%.
The government’s development strategy centres on foreign investment. Mauritius has attracted more than 15,000 offshore entities, many aimed at commerce in India and South Africa, and investment in the banking sector alone has reached over US$1 billion.
The economy in 2000 grew by 8.9% and the Gross National Income per capita at market prices reached 101,948 rupees. Unemployment rate for 2000 is estimated at about 8.0% while inflation stood at 4.2%.
English is the official language. However, the Mauritian population is largely bilingual, being equally fluent in English and French. Creole is also spoken and understood by everyone.
Type of Law
Common Law for corporate matters
Principal Corporate Legislation
The Companies Act 2001
Financial Services Development Act 2001
Type of Company for International Trade and Investment
A Company holding a Category 2 Global Business License which is similar to a British Virgin Island International Business Company and is non-resident for tax purposes
Procedure to Incorporate
Submission of the Memorandum and Articles of Association and a Certificate from the Registered Agent confirming compliance with the requirements of the Ordinance.
The application must be supported by a Legal Certificate issued by a local Lawyer certifying that local requirements have been complied with. Finally, directors and shareholders must execute consent forms and these must be filed with the Registrar of Companies.
Restrictions on Trading
Companies holding a Category 2 Global Business License cannot trade within the Republic of Mauritius.
Powers of Company
A company incorporated in the Republic of Mauritius has the same powers as a natural person.
Language of Legislation and Corporate Documents
The legislation is in English and French whilst documentation may be expressed in any language but must be accompanied by a certified English translation.
Shelf Companies Available
Any name that is identical or similar to an existing company or any name that suggests the patronage of the President or the Government of Mauritius
Language of Name
Latin and other alphabets
Names Requiring Consent or a License
The following names or their derivatives: assurance, bank, building society, Chamber of Commerce, chartered, co-operative, government, imperial, insurance, municipal, royal, state or trust or any name which in the opinion of the Registrar suggests the patronage of the President or the Government of Mauritius.
Suffixes to Denote Limited Liability
Limited, Corporation, Incorporated, Public Limited Company, Société Anonyme, Société Anonyme à Responsabilité Limitée, Sociedad Anónima, Berhad, Proprietary, Naamloze Vennootschap, Besloten Vennootschap, Aktiengesellschaft or the relevant abbreviations.
Disclosure of Beneficial Ownership to Authorities
Stated Share Capital
There is no limit to the number or value of shares that can be issued.
Classes of Shares Permitted
Registered shares, preference shares, redeemable shares and shares with or without voting rights.
A Company holding a Category 2 Global Business License does not pay any tax on its world-wide profits to the Republic of Mauritius authorities.
US$ 135 per year to FSC
US$ 65 per year to the Registrar of Companies
Financial Statement Requirements
Companies holding a Category 2 Global Business License are required to maintain financial statements to reflect their financial position with the Registered Agent but are not required to file accounts with the authorities.
Minimum one, who may be natural person or a body corporate
The minimum number of shareholders is one.