Business establishment in Mauritius

Opting for company registration in Mauritius

Opting for company registration in Mauritius emerges as a promising choice for international investors aiming to broaden their ventures or initiate a new business endeavor within Africa. The political stability of Mauritius further solidifies its standing, positioning it as the premier hub for global finance and commerce across the expanse of the Indian Ocean vicinity.

Business governance in Mauritius is dictated by the Companies Act of 2001, which holds sway over all enterprises, be they indigenous or possessing a worldwide Business License. This statute sees recurrent modifications to align with shifts in additional Mauritian legal frameworks, alongside global protocols and benchmarks.

Mauritius stands out as a unique nation possessing a legal framework that seamlessly blends English and French law traditions. Renowned for its exceptional economic competitiveness and highly conducive business climate, the nation holds a prominent position in global rankings. Choosing to establish a company in Mauritius emerges as an exceedingly advantageous choice, particularly in sectors like agriculture and financial services. Moreover, the country is witnessing a rapid upsurge in the prominence of its ICT and renewable energy domains, further adding to its diverse appeal.

Why should you choose Mauritius?

Mauritius stands unarguably as the top-choice destination for company incorporation within the African continent, a position attributed to an array of unparalleled advantages:

Operates within a liberalized economic framework.
Cultivates a welcoming atmosphere for investment activities.
Thanks to its adherence to exemplary methodologies, the area has garnered a robust standing as a secure hub for investments, characterized by effective governance, crystal-clear transparency, and a backdrop of both economic and political autonomy. Consequently, numerous international business visionaries aspiring to tap into African markets exhibit a profound interest in inaugurating their investment ventures in the welcoming domain.
The backbone of the economy lies in the pivotal financial services sector.
The landscape entails a mere 15% corporate tax rate, complemented by a complete absence of levies on capital gains and dividends distribution. Additionally, the withholding tax stands at a remarkable 0%, with the added liberty of unrestricted repatriation of both capital and profits.
The nation has entered into a multitude of treaties and multilateral accords, all strategically designed to safeguard the interests of investors hailing from foreign shores.
Formed back in 1992, the Mauritius Free Port stands as a haven exempt from customs duties, exclusively catering to merchandise designated for subsequent re-export. The governmental objective resides in elevating the nation's status to that of a local nucleus for marketing and logistical operations, strategically positioning itself to serve the expanse of South East Africa and the Indian Ocean shoreline.
Initiating a business establishment in Mauritius offers a swift process, with the entirety of the procedure attainable within a mere week's span. Notably, the option of remote company registration within Mauritius is also a viable avenue, introducing an added layer of convenience for potential entrepreneurs.
English serves as the prevailing language of commerce and trade.
Presence of extensively skilled individuals.
Advanced and well-established infrastructure.
Cutting-edge technology and innovation have reached remarkable pinnacles within the nation. Industries encompassing pharmaceuticals, biotechnology, and research have achieved exceptional levels of sophistication. A surge in technological advancement is led by the IT sector and the engineering division. The establishment of a Cyber City alongside strategically positioned business parks showcases state-of-the-art facilities and amenities.
Renowned as a hub for International Arbitration, Mauritius has solidified its status as an arbitration center of global repute. The pivotal International Arbitration Act presents a proposition for the incorporation of arbitration clauses directly into the articles of association for multinational business enterprises established within the nation's boundaries.

Types of legal persons

Deliberate upon your choices while strategizing for the registration of a business entity.

Engaging in commercial endeavors alongside a multinational corporation.

Global Business Company (GBC)

Limited Liability Partnership (LLP)

Authorized company

This particular legal structure enjoys the highest favor among international investors due to its host of advantageous attributes. For the registration of a GBC, the following prerequisites are necessary:

min. capital of 1 USD;
2 participants;
2 directors (one of whom is a resident).

Financial Services Commission (FSC) might seek supplementary details to verify the management operations originating, potentially incorporating proof of a corporate account established within a local bank.

In accordance by virtue of the regulations stipulated through the enactment of the Financial Services Act 2007, in instances where a significant portion of shares, voting rights, or legal/beneficial interests within a GBC are held or influenced by an individual who lacks citizenship in Mauritius, and if the said company predominantly engages in commercial operations beyond the bounds of this jurisdiction, the obligatory step is to initiate the application process for securing an international business permit within the jurisdiction.

A GBC holds the capacity to partake in a wide spectrum of operations, encompassing non-banking financial services, fund management, insurance, and global treasury activities. This specific legal structure is particularly well-aligned with individuals harboring the intent to establish a financial institution within the jurisdiction.

After obtaining the requisite approval from the Commission, a GBC becomes eligible to engage in trade activities with local clientele. Moreover, a GBC stands to benefit from the wide-reaching advantages conferred by an ever-expanding network of Double Taxation Avoidance (DTA) agreements, which currently encompasses a substantial count of 44 DTAs.

Establishment of a Limited Liability Partnership (LLP) within the borders of Mauritius necessitates the participation of a minimum of two partners, a notable aspect being their non-resident status. This arrangement bears the advantage of not imposing full liability for business debts on all partners. The extent of accountability for a limited partner is confined solely to their capital investment amount. An additional attribute is the minimal capital requirement, set at a mere 1 USD per partner, underscoring the accessibility of this legal structure.

Upon the successful formation of a partnership entity within the Mauritian domain, a mandatory step involves the acquisition of GB license. Failure to fulfill this requisite leads to a scenario where partners assume the responsibility of paying income taxes on their individual profit earnings.

To embark on the process of official company registration, the essential prerequisites encompass at least one director (with the option for non-resident individuals), alongside a single shareholder. The stipulated minimum capital requirement stands at a modest sum of 1 USD.

To formalize the setup of an authorized company, the presence of a resident agent is a prerequisite, entrusted with the responsibility of record maintenance. In compliance with legal parameters, this Offshore Corporate Form (OCF) is granted tax exemption status and is explicitly prohibited from engaging in transactions with local residents or utilizing the currency. This specific OCF category is tailored for trading and investment endeavors, enjoying immunity from the tenets stipulated by the Income Tax Act and holds a classification of non-residence in terms of taxation.

Frequently employed for global ventures or serving as a framework for holdings.

Engaging in commercial activities with both domestic and international enterprises.

LLC

Free zone company

Branch

Local office

To register an LLC in Mauritius, the structure must have:

min. 1 shareholder (of any nationality and place of residence);
min. 1 resident director;
+ initial capital of 1 USD.

An LLC is subject to 15% corporate tax and is required to file annual financial statements.

This OPF should employ local staff and trade exclusively with the public.

Registering a company in the Free Port offers the following advantages:

duty-free regime;
no corporate income tax.

It is possible to open a branch office if there is a resident representative and a local office.

Branches are subject to 15% income tax and must file annual financial statements.

Registered to participate in marketing and research activities.

Asset ownership in a company.

Protected Cell Company (PCC)

Trust

International Foundation

This is a business entity where separate portfolios of assets and liabilities, segregated by law, may be established. The assets and liabilities of each portfolio must be held separately and be separately identifiable from the assets and liabilities of the protected cellular company and each of the other portfolios. Such an OCF has both capital stock and capital invested in separate portfolios.

Non-residents can:

register a PCC;
convert an existing firm into a PCC.

Establishing a PCC in Mauritius allows you to benefit from:

reduced tax rate (0-3%);
DTA contract networks.

There are several types of international trusts that can be registered in Mauritius:

charitable;
discretionary;
earmarked;
trading;
mutual funds.

Setting up an international foundation allows you to retain control of the structure and provides perpetuity through a combination of characteristics of both a trust and a company.

In general, choosing the best option depends on a number of factors, including:

Expected nature and scale of business activity.
Levels of risk expected during the start-up phases.
Expected duration of the business activity.
Accounting and taxation.
Reporting obligations.
Commercial considerations.

Foreigners are usually registered as either a GBC1 or GBC 2 company.

How to set up a company in Mauritius in 2024?

The process of establishing a company in Mauritius can be executed through the online platform or by submitting a comprehensive set of documents to the Registrar of Companies' physical office. It is essential for individuals contemplating the incorporation of a company in Mauritius to first confirm the availability of the desired name before initiating the process. Upon verification, the applicant can then proceed to duly fill out the designated Form 1 (Application for Incorporation of a Business) and subsequently furnish it to the Registrar. This submission should be accompanied by any of the requisite forms from the list below:

Form 7 (consent of each director of the company to be incorporated).
Form 8, if applicable (consent of the secretary of the proposed company).
Form 9 (consent of each founder of the company).

When submitting an application for the establishment of a company in Mauritius, the ensuing documentation is mandated:

Duly authenticated photocopies of passports for individuals who aren't residents.
Duplicate of the residency permit in the event that the solitary director is of foreign origin.
Evidence substantiating the address details of the director/founder (for instance, a utility bill) should be furnished, dated no later than 3 months prior. It is imperative that the contents of this document are in English; otherwise, an accompanying English translation becomes obligatory.
Verification of the address for the secretary in the scenario of a single-member company.
Business Plan.
Consent forms.
Reference letter from bank dated less than 3 months.
CV (CV).
Professional reference (if any).
Proof of source of funds.
Memorandum and Articles of Association.
Evidence of good standing.
Description of the structure of the firm.

The documentation must undergo proper certification. Following the submission of an incorporation application in accordance with Mauritian regulations and the settlement of requisite fees, the Registrar proceeds to grant a certificate of incorporation, simultaneously recording the pertinent company particulars within the Register. For companies intending to establish operations under a GBC Category 1 or 2 license, the act of incorporation is exclusively executed subsequent to the acquisition of formal approval from the Financial Services Commission (FSC).

Requirements for registration of a resident company

The details concerning the registration process for GBC1 entities within the jurisdiction are outlined below:

A GBC 1 is restricted from participating in activities related to banking and insurance business, as well as the management of third-party financial assets via proxy, unless a pertinent license has been procured.
A stipulated requirement entails the presence of two directors, with the condition that one among them must maintain residency, alongside a single shareholder, who retains the option of being a non-resident individual.
It is imperative to have a certified secretary in possession of a license, and residency status, as per requirements.
The enterprise is obligated to furnish audited financial statements.
A minimum of two directors should be in attendance during directors' meetings.
The registration of office premises within Mauritius stands as a requisite procedure.
Exemptions extend to capital gains, dividends, inheritances, and gifts, alleviating any tax obligations.
Tax loss carry forward remains unencumbered by any restrictive limitations.
Devoid of stamp duty obligations.

Registration of an offshore company by a non-resident

The specifics of GBC2 registration in Mauritius are as follows:

Full ownership by foreign entities is permissible up to 100%.
Solely one director and one shareholder are stipulated prerequisites.
The presence of a local registered office and a local agent is mandated.
A secretary's presence is not obligatory.
Freedom from any obligations related to accounting and reporting.
No taxes are applicable on dividends, capital gains, or stamp duties.

Tax system

Mauritius stands as a jurisdiction characterized by minimal tax rates, a compelling rationale that effectively bolsters the case for promoting the establishment of businesses by both domestic and international investors within its borders.

Corporation tax: 15%.
PERSONAL INCOME TAX: 15%.
VAT: 15%.
Social tax: 2% of book profit.

Conclusion

In the contemporary landscape, Mauritius has ascended to the pinnacle as a paramount international business hub stationed within the Indian Ocean expanse. The span of the last two decades has borne witness to unparalleled progress and socio-economic advancement in the region. Our team of experts boasts an acute comprehension of the distinct intricacies inherent to the African business milieu and the prevailing local business mindset. During our advisory consultations, our focal point rests on guiding our clients through the intricacies of business regulations within Mauritius while simultaneously ensuring adherence to the broader stipulations governing business registration across the African continent.

FAQ

Is it possible for an individual from another country to initiate a business venture within Mauritius?

Indeed, it is permissible for foreign individuals or entities to establish a company within the borders.

Are there specific prerequisites concerning the minimum share capital when commencing a business?

By legal standards, there exists no stipulated minimum sum mandated for the establishment of a company.

What is the permissible count of shareholders and directors for a business entity?

The business is obligated to feature a minimum of 1 shareholder and 1 director who holds resident status (although certain instances may necessitate 2 directors), with the added stipulation that these individuals must be of natural person status.

Is the appointment of a secretary a compulsory requirement?

Indeed, it is mandatory for companies to enlist the services of secretaries.

What is the timeframe for registering?

It takes about two weeks to set up a resident company (GBC1) and about four weeks to set up an offshore company (GBC 2).