Mauritius provides an inviting landscape for investors and entrepreneurs looking to establish a business. The process of setting up a company here is both easy and efficient, making it an attractive destination for business activities.
When choosing a corporate structure, it’s crucial to consider how tax and regulatory frameworks will impact both your operations in Mauritius and any international dealings. Seeking expert legal and tax guidance across all relevant jurisdictions is vital to determine the most suitable corporate entity for your needs.
Overseas companies have several options for establishing a presence in Mauritius. The right choice will depend on various factors, including:
- Nature and Scope of Business: Understanding what your business will do and how big it aims to grow is essential.
- Risk Assessment: Consider the potential risks associated with launching your business.
- Duration of Operations: Determine whether your business will be a short-term venture or a long-term establishment.
- Accounting and Tax Implications: Assess the accounting requirements and tax obligations that may arise.
- Regulatory Compliance: Familiarize yourself with Mauritius's statutory reporting obligations.
- Commercial Factors: Evaluate market conditions and commercial viability.
By carefully considering these elements, you can make an informed decision that aligns with your business goals in Mauritius.
Establishing a business in Mauritius offers a range of advantages, from a favorable tax regime to a business-friendly regulatory environment. Understanding the different business structures available and the registration process is crucial for ensuring a smooth start to your entrepreneurial journey.
Whether you opt for a Global Business Corporation, an Authorised Company, or any other structure, Mauritius provides an excellent platform for both local and international entrepreneurs to thrive. With careful planning and adherence to local regulations, your business can flourish in this beautiful island nation.
Mauritius provides several business structures for individuals and entities looking to establish a presence in the country. The Companies Act of 2001 outlines the different types of companies that can be incorporated. Each structure has its own set of regulations, liability implications, and operational frameworks. Here’s an overview of the main business vehicles you can choose from:
- Domestic Company
A domestic company is formed to operate primarily within Mauritius. It can be structured in various ways, including limited by shares, guarantee, or both.
A company limited by shares is one where the liability of shareholders is limited to the amount unpaid on their shares. This type of company must have at least one shareholder, who can be of any nationality, and at least one director who resides in Mauritius. The minimum share capital requirement is MUR 1.
This structure limits the liability of its members to the amount they have agreed to contribute to the event of winding up. It is often chosen for non-profit organizations or clubs.
- Limited by Both Shares and Guarantee
A hybrid structure, this allows for a combination of the features of companies limited by shares and those limited by guarantee.
- Global Business Corporation (GBC)
The Global Business Corporation is designed for companies engaged in international business activities. The minimum capital requirement is just USD 1, but it must have at least one shareholder and two directors, both of whom must be ordinarily resident in Mauritius.
GBCs enjoy numerous tax benefits, including a significantly reduced tax rate on foreign income, making them an attractive option for international investors. To qualify as a tax resident, GBCs must demonstrate that their principal bank accounts and accounting records are maintained in Mauritius.
- Authorised Company
Often referred to as an offshore entity, the Authorised Company can be established with a minimum capital of USD 1. Unlike GBCs, only one director and one shareholder are needed, and the director is not required to be a resident of Mauritius. However, it must appoint a registered agent who resides in Mauritius.
This structure is primarily used for trade and investment purposes and is regulated by the Financial Services Act of 2007.
- Dormant Company
A dormant company is one that does not engage in significant accounting transactions during a specific period. While maintaining a dormant status, the company can still incur minimal expenses like bank charges or compliance costs. To declare dormant status, a special resolution must be passed and filed with the Registrar of Companies.
- Foreign Company Branch
If a foreign company wishes to establish a branch in Mauritius, it must register with the Registrar within one month of commencing operations. The registration process involves providing various documents, such as an authenticated copy of the Certificate of Incorporation and a list of directors.
- Protected Cell Company (PCC)
This unique structure allows for the creation of multiple cells under one umbrella company, where each cell is segregated in terms of liabilities and assets. This is particularly useful for risk management and is often utilized in the insurance sector.
Eligibility Criteria for Business Registration in Mauritius
To successfully register a company in Mauritius, certain eligibility criteria must be met, depending on the business structure:
Global Business Corporation (GBC)
- Minimum Capital: The minimum capital requirement is USD 1.
- Residency: At least two directors and one shareholder must be ordinarily resident in Mauritius.
- Management: The company must maintain a principal bank account in Mauritius, have its accounting records there, and conduct board meetings with at least two Mauritian directors present.
Authorised Company
- Minimum Capital: The same as GBCs, the minimum capital requirement is USD 1.
- Residency: At least one director must be appointed, but residency is not mandatory.
- Registered Agent: A registered agent must be appointed, who will be responsible for maintaining company records.
Procedure for Company Registration in Mauritius
Starting your business in Mauritius involves several steps, which can be completed either online or by submitting the required documents to the Registrar of Companies.
Step 1: Choosing the Right Business Structure
The first step is to select the appropriate business entity based on the nature of your business activities. Each structure has its own benefits and limitations, so it's essential to choose one that aligns with your goals.
Step 2: Name Reservation
Before you can proceed with registration, you must reserve your company's name. This is done through the Registrar of Companies. Ensure the name complies with local regulations and is not already in use.
Step 3: Document Preparation
Once your name is reserved, you need to prepare and submit the required documents. This typically includes:
- Application Form: Completed form with details such as the proposed company name and address.
- Identity Documents: Passport copies of shareholders and directors.
- Company Constitution: If applicable, a certified copy of the company’s constitution.
- Proof of Addresses: Documentation confirming the addresses of directors and shareholders.
Step 4: Submit Application
After preparing all necessary documents, submit your application to the Registrar of Companies along with the required fees. For companies with an annual turnover below MUR 50 million, there's no obligation to appoint a company secretary or auditor.
Step 5: Obtain the Certificate of Incorporation
Once your application is approved, the Registrar will issue a Certificate of Incorporation. This document confirms the legal existence of your company and allows you to begin operations.
Step 6: Tax Registration
After incorporation, you need to register for taxation with the Mauritius Revenue Authority (MRA) to obtain a Tax Account Number (TAN). This step is crucial for compliance with local tax laws.
Step 7: Open a Corporate Bank Account
With your Certificate of Incorporation, you can open a corporate bank account in Mauritius. This is essential for managing your company’s finances and conducting business transactions
Compliance and Post-Registration Requirements
Once your business is registered, ongoing compliance is essential to maintain good standing. Here are some of the key obligations:
Annual Returns
All companies in Mauritius must file annual returns with the Registrar of Companies within 28 days of their Annual General Meeting. These returns must be signed by a director or company secretary.
Financial Statements
Global Business Corporations must file annual financial statements with the Financial Services Commission, detailing their income and expenditures.
Tax Compliance
Corporations are subject to a corporate tax rate of 15%. However, GBCs may benefit from reduced rates due to double taxation treaties with other countries. It's vital to file annual tax returns in compliance with local regulations.
Compliance Calendar ®