Company registration in Mauritius

This overview provides a thorough analysis of the company formation procedure in Mauritius, covering a list of possible legal business structures, a detailed look at incorporation procedures, documentation requirements and fiscal planning aspects. We also look at important issues such as the choice of a name for the company, the legal criteria for the incorporation papers, the need for a bank account and the organisation of accounting records.

Economic overview of the situation in Mauritius

A sovereign island nation in the Indian Ocean, Mauritius is a shining example of dynamic economic progress and a favourable business environment. The country has successfully transitioned from an economy largely dependent on agriculture to a diversified economy with developed information technology, financial services, tourism and manufacturing sectors. This transformation has contributed to economic growth and reduced dependence on traditional industries such as the sugar industry alone.

Mauritius is characterised by macroeconomic stability supported by steady GDP growth, low inflation and managed public debt. The authorities actively support foreign investment by providing tax preferences, simplified business registration procedures and protection guarantees for foreign investors, making Mauritius an attractive destination for international business.

Mauritius is actively involved in the global economy, participating in numerous international and bilateral economic agreements, which facilitates the path for local products and services to global markets and boosts exports. The Free Port of Mauritius, established in 1992, fulfils a central role in this strategy, functioning as a customs-free zone for re-exported goods. This manoeuvre aims to promote Mauritius as a key centre for marketing and logistics in Southern and East Africa, as well as in the Indian Ocean region, reinforcing its status as an important logistics hub.

Mauritius' advanced infrastructure, including modern ports, airports and telecommunications, facilitates successful logistics. Quality financial and legal services support entrepreneurship and investment activities. Governmental constancy and a robust juridical framework based on the British model ensure that property rights are respected and investments are protected.

Overview of the legal system of Mauritius

Mauritius' legislative scaffold, fashioned on the English lawful paradigm, incorporates facets of customary law, enactment law, and custom. This apparatus ensures a sturdy and demarcated lawful scaffold for commercial endeavors, encompassing the methodology for establishment and functioning of corporations on the isle.

Legislation governing company incorporation in Mauritius:

• The Companies Act 2001

The pivotal legislation governing the formation and functioning of enterprises in Mauritius is the Companies Act 2001. This Act delineates the fundamental regulations for the inception, governance, reorganization, and dissolution of both indigenous and extraterritorial enterprises incorporated within the jurisdiction of Mauritius.

Specific regulatory features include:

• Prerequisites for the appellation of the establishment, its lawful habitation, endorsed documents, and equity fund.
• Rules for maintaining corporate records, including the registration of changes to the memorandum of association.
• Duties and responsibilities of directors and company secretaries.
• Procedures for holding annual shareholders' meetings and filing financial statements.
• Procedures for reorganisation, merger and liquidation of companies.

• The Financial Services Act 2007

The Financial Services Act 2007 governs the dealings of pecuniary establishments in Mauritius, encompassing the licensing procedure and oversight of their operations. It establishes the benchmarks for licensing, safeguards the concerns of investors, and fosters a viable and cutthroat pecuniary marketplace.

• The Business Registration Act 2002

The Business Registration Act 2002 (The Business Registration Act 2002) establishes a mechanism for the enrollment of proprietors, commercial entities, and firms in Mauritius. The Statute provides a streamlined enrollment procedure which aims to bolster business initiatives and diminish bureaucratic obstacles.

These fragments of statutes furnish a congruous juridical framework to foster a propitious trade ambiance in Mauritius. The nation's juridical structure ensures the perspicuity and dependability of mercantile pursuits, safeguarding the entitlements and concerns of all market contenders.

Advantages of setting up a company in Mauritius

Conducting commerce in Mauritius unveils a plethora of prospects for worldwide proprietors, rendering it one of the most coveted locales for investment on a global scale.

Preferential taxation and freedom of currency transactions

Mauritius is illustrious for its propitious levy regimen, proffering trifling levy responsibility for enterprises, coupled with the omission of incrementum profits and allotment levy. With a commercial levy apex of 15%, ancillary preferences are at disposal to diminish the monetary encumbrance. The nonattendance of alien interchange constraints ensures the unhindered flux of resources and gainings, fostering transnational pecuniary dealings.

Discretion and pecuniary safeguard

The lawful arrangement in Mauritius proffers rigorous safeguarding of enterprise intelligence and possessions. Particulars concerning the factual proprietors are conserved in rosters that are not openly accessible and can solely be unveiled by judicial mandate. This affords robust safeguarding for the individual data and wealth of innovators.

Simplicity and possibility of remote registration

The maneuver of establishing a enterprise in Mauritius is swift and facile, with the feasibility of accomplishing the procedure in a septenary. Owing to digital technology, enrollment is accessible on the internet, permitting all stages to be executed remotely, which is optimal for entrepreneurs from assorted nations.

Political and economic stability

Mauritius excels for its pecuniary and politicomental equilibrium, affording a substantial scaffold for mercantile pursuits. The land boasts a protracted chronicle of popular rule, a proficient judiciary, and limpid fiscal strategies that mitigate hazards for financiers.

Strategic location between Africa and Asia

Mauritius seizes a pivotal topographical locale at the intersection of commercial pathways amid Asia and Africa, which positions it as a pivotal trade and logistics nucleus with effortless ingress to the market expanses of both continents. This disposition fosters the proliferation of intercontinental mercantile collaboration and streamlines worldwide trade and logistics maneuvers.

Diversity of legal entities for business in Mauritius

Mauritius offers many forms of legal structures for investors from other countries, each with unique characteristics and advantages. Below is an overview of the principal classifications of enterprises obtainable in Mauritius.

The choice of the appropriate form of legal entity in Mauritius depends on the entrepreneur's objectives, privacy wishes, tax efficiency and strategic business objectives, providing optimal prospects for international projects and investments.

The procedure of establishing a corporation in Mauritius

The methodology for enrolling a venture in Mauritius is comparatively straightforward and organized, and furnishes convenience and clarity to foreign entrepreneurs. It comprises various phases, spanning from electing and securing a venture appellation to acquiring the requisite authorization licenses.

1. Selecting and reserving a company name

The primary stride is to elect an unparalleled appellation for your enterprise, which should reflect its legal form in abbreviation. This name should be reserved through the Companies Registration Authority to confirm its uniqueness and lack of analogues among already registered names. This step protects your brand and prevents possible confusion with other companies on the market.

The use of words indicating state affiliation or administrative status in the name is prohibited. For example: National, Mauritius, Corporation, President, Authority, Government, Chamber of Commerce.

2. Determine the ownership and management structure

Afterward, you must determine the proprietorship and governance composition of your forthcoming enterprise by electing stockowners and overseers and delineating their functions and duties. It is pivotal to ascertain whether the establishment will entail a indigenous overseer, which might be obligatory for particular undertakings or to fortify the indigenous existence.

3. Drawing up and filing of the memorandum of association

The next step is to prepare and certify the company's constitutional documents, which are then signed and sent to the Registrar of Companies, where they are analysed for compliance with the law.

4. Issuance of the certificate of incorporation

When all stages have been completed and all conditions have been fulfilled, the company is officially registered and its founders receive a certificate of incorporation, confirming its legal status and containing a unique registration number.

Package of documents for establishing a corporation in Mauritius

Upon instituting a concern in Mauritius, particular manuscripts will be requisite to be deposited with the relevant governmental functionaries. The procedure of apostille and ratification of the manuscripts must not be neglected to ensure their juridical legitimacy in the jurisdiction of Mauritius.

List of required papers for registration:

• Memorandum of Association - a parchment delineating the essence of the institution's endeavors, its goals, and authorities.
• Articles of Association - contains the regulations of corporation governance, entitlements and duties of stockholders and executives.
• Application for Registration - a solemn solicitation to be tendered to the Registration Authority.
• Particulars of the governors and corporate scribe - encompassing complete appellations, domiciles, citizenship, and sundry individual particulars.
• Assent to perform as a overseer - the manuscript assent of every overseer to perform as an overseer.
• Evidence of authentication and domicile - duplicates of passcards, attests of domicile of stakeholders and managers, are necessary for KYC (Know Your Customer) methodologies.
• Proof of Company Name Reservation - a parchment validating the singularity and reservation of the corporation moniker with the Registrar of Corporations.

Requirements for apostille and legalisation of documents

Documents issued in a country that is a signatory to the Hague Apostille Convention must be apostilled to give them legal effect in Mauritius. The apostille certifies the legitimacy of the signature, the title of the signatory and, if required, the authenticity of the seal or stamp affixed to the document.

For documentation from countries that are not signatories to the Hague Convention, legalisation is required through a consulate or embassy in Mauritius. This process involves authenticating the document at several levels including the Ministry of Foreign Affairs of the issuing country and the Mauritius diplomatic mission.

GBL1 or GBL2 licences in Mauritius

In Mauritius, the licensing mechanism for globally operating enterprises is primarily categorized into two sorts, Global Business License 1 (GBL1) and Global Business License 2 (GBL2), which were retitled Global Business Corporation (GBC) and Authorised Company (AC) respectively in April 2023 as fraction of adjustments directed at enhancing openness and adherence with intercontinental norms. Let's examine their vintage stipulations and attributes prior to the alterations.

Global Business License 1 (GBL1) / Global Business Corporation (GBC)

Principal characteristics and prerequisites:

• Purpose. The aim of GBL1 or GBC is to expedite cosmopolitan mercantile transactions for entities electing Mauritius as a locus for their worldwide pecuniary dealings, with the potentiality of relishing fiscal immunities.
• Taxation Concessions. Entities in Mauritius possess ingress to an expansive lattice of dual imposition elusion pacts with other nations.
• Administration standards. To qualify as a GBC, an enterprise must validate that it is supervised and commanded directly from Mauritius, which entails having a indigenous conductor, convening directors' convocations in the realm, and possessing an establishment in the realm.
• Regulative Authority. The Financial Services Commission (FSC) of Mauritius supervises and regulates GBC companies.

Global Business Licence 2 (GBL2) / Authorised Company (AC)

Principal aspects and prerequisites:

• Purpose. GBL2 or AC are intended for enterprises that are internationally active with operations and estate outside the jurisdiction of Mauritius. These kinds of corporations are typically established for commerce outside the nation with no intention of utilizing Mauritius double tax treaties.
• Tax preferences. The revenue of corporations with a GBL2 license is generally not levied in Mauritius as it is not considered to be derived in or originating from Mauritius.
• Governance criteria. Unlike GBCs, ACs do not necessitate evidence of indigenous management and control, rendering them appealing to international capital investors seeking flexibility and ease of administration.
• Supervisory Authority. ACs also fall under the regulation of the Financial Services Commission (FSC) of Mauritius, but with less oversight.

Licence application procedure

To procure a GBL1/GBC or GBL2/AC credential, an entreaty must be tendered to the FSC with all requisite manuscripts to evince acquiescence with the licensing criteria. This encompasses a commercial schema, possession and governance statistics, pecuniary prognostications, and corroboration of economic existence for GBC. Predicated on the supplicant's conformity with statutory prerequisites and translucency benchmarks, the FSC determines whether to confer a credential.

Financial aspects of setting up a firm in Mauritius

Monetary strategizing and governance are foundational to the triumphant commencement and endurance of a venture in Mauritius. Obligatory protocols comprise inaugurating a monetary repository, levy enlistment, and instituting bookkeeping and disclosure. A comprehensive comprehension and meticulous governance of these facets assure fiscal equilibrium and adherence to indigenous statutes.

Opening a bank account

Inaugurating a corporate depository is one of the pivotal inaugural strides after legitimizing a venture in Mauritius. This stride is crucial for all varieties of pecuniary undertakings, encompassing the conveyance of funds, overseeing immovable assets, and executing quotidian economic dealings. The depository inception protocol comprises numerous obligatory stages:

• Selecting a pecuniary establishment. It is paramount to opt for a depository with an array of amenities that are optimally adapted to your commercial requisites, encompassing transnational remittances and cybernetic amenities.
• Furnishing the requisite documentation. Mauritian banks solicit sundry manuscripts, among which subsist the corporation's charter of incorporation, charters of association, passports and corroboration of abode of executives and equity proprietors, and an elaborate entrepreneurial schema.
• Navigating KYC formalities. Monetary establishments authenticate the lawfulness of the corporation and its progenitors through Know Your Customer formalities.

Tax registration and obtaining an identification number

Every establishment in Mauritius is mandated to enroll with the revenue officials and procure a taxpayer numeral to discharge its fiscal duties, encompassing the disbursement of corporate levy, VAT (if applicable), and sundry levies. This procedure necessitates a petition and the tendering of the elementary records of the entity and particulars of its governance and stakeholders.

Accounting and reporting

Establishing an efficacious accounting and pecuniary narrating mechanism is imperative for operationalizing a commerce in Mauritius. Entities necessitate to:

• Chronicle proceeds and outlays. This is pivotal to ascertain the precision and dependability of the pecuniary declarations.
• Arrange a equipoise parchment and proclamation of pecuniary fruition. Pecuniary declarations ought to be arranged periodically for internal scrutiny and external exposition.
• Satisfy fiscal duties. This encompasses the computation and punctual remittance of levies in conformity with the statute and the submission of levy yields.

For enterprises in Mauritius, conformity to worldwide fiscal portrayal standards and observance with domestic duty regulations is crucial, which implies the necessity for judicious bookkeeping and sagacious duty scheming. Depending on the intricacy of the enterprise and the magnitude of undertakings, firms may contemplate employing competent bookkeepers or subcontracting accountancy amenities.

Tax policy for companies in Mauritius

For foreign stakeholders, fiscal doctrine for a corporation in Mauritius is pivotal to a tactic of maximizing advantages and diminishing tax encumbrances.

Corporate Taxes

The general communal tax quantum in Mauritius is 15%, which is somewhat scant by planetary benchmarks and augments to the charm of the isle for tycoons. For particularised zones of pursuit and distinct enterprises in Mauritius, it is viable to employ a curtailed tax quantum. For instance, exporters can reap the rewards of a 3% rates.

Value Added Tax (VAT)

A general VAT rate of 15% is pertinent to the majority of amenities and commodities on the isle. Nevertheless, there exist exclusions and dispensations for specific classifications of wares and amenities.

Dividends, interest and royalties

In utmost instances, dividends disbursed by Mauritian firms are not subject to taxation at the receiver.

Concern and emoluments disbursed by Mauritian establishments to non-inhabitants may be subject to taxation contingent on the stipulations of the pertinent double taxation conventions.

Double Taxation Avoidance Conventions (DTAs)

Mauritius hath affixed DTAs with exceeding 40 realms from around the orb, diminishing or obliterating duplicative imposition of gains garnered both in Mauritius and afar. These compacts furnish momentous fiscal advantages for worldwide commerce and investment endeavors.

Fiscal benefits

To allure investment in pivotal sectors of the economy such as ICT, pecuniary amenities, and alternative energy advancement, Mauritius introduces a plethora of tax inducements.

There are likewise distinct economic precincts tendering distinctive tax stipulations for enterprises operating in these precincts.

The nation has also escalated endeavors to harmonize its tax regimen with international standards on lucidity and interchange of tax intelligence, buttressed by involvement in myriad global initiatives and compacts.