TYPE OF LAW
Common Law for corporate matters.
PRINCIPAL CORPORATE LEGISLATION
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The Companies Act, No. 57 of 1984 (Offshore Companies) |
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The International Companies Act 1994 (International Companies) |
There are two types of company used for international tax planning. The International Company is similar to a British Virgin Island International Business Company and is non-resident for tax purposes. The Offshore Company is resident for tax purposes and can access Mauritius’ network of double tax treaties, provided that it is correctly structured and that the seat of management and control is Mauritius.
TYPE OF COMPANY FOR INTERNATIONAL TRADING
International Company.
PROCEDURE TO INCORPORATE
International Company - Submission of the Memorandum and Articles of Association and a Certificate from the Registered Agent confirming compliance with the requirements of the Ordinance.
Offshore Company - Once name approval has been obtained, three copies of the Memorandum and Articles of Association are submitted, together with a notice of the First Directors, Secretary and location of the Registered Office, and consent forms signed by the Officers.
RESTRICTIONS ON TRADING
ICs cannot trade within the Republic of Mauritius. The Ministry of Finance may allow OCs to undertake certain types of business in Mauritius.
Only Offshore Companies can undertake banking or insurance business or solicit funds from the public, if the relevant authorities have licensed them.
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 for OCs is in English and French whilst the legislation for ICs is only in English.
The documentation for both OCs and ICs may be expressed in any language but must be accompanies by a certified English translation.
SHELF COMPANIES AVAILABLE
Offshore Company - No.
International Company - Yes.
TIME TO INCORPORATE
International Company - same day.
Offshore Company - two to three weeks.
NAME RESTRICTIONS
Government of Mauritius.
LANGUAGE OF NAME
Whilst the name of company can be in any language using the Latin alphabet
NAMES REQUIRING CONSENT OR LICENCE
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 the Mauritius.
SUFFIXES TO DENOTE LIMITED LIABILITY
Limited, Corporation, Incorporated, Public Limited Company, Société Anonyme, Société Anonyme à Responsabilité Limitée, Sociedad Anónima, Berhad, Proprietary, Namloze Vennootschap, Besloten Vennootschap, Aktiengesellschaft or the relevant abbreviations.
DISCLOSURE OF BENEFICIAL OWNERSHIP TO AUTHORITIES
International Company - No.
Offshore Company - Yes.
COMPLIANCE:
Any name that is identical or similar to an existing company, or any name that suggests the patronage of the President or the
AUTHORISED AND ISSUED SHARE CAPITAL
International Company - the normal authorised share capital is US€ 100,000 with all of the shares having a par value. The minimum issued capital is either one share of no par value or one share of par value.
Offshore Company - the normal authorised share capital is US€ 100,000 with all of the shares having a par value. The minimum issued share capital is two shares of par value.
CLASSES OF SHARES PERMITTED
International Company: registered shares, bearer shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights.
Offshore Company: registered shares, preference shares, redeemable shares and shares with or without voting rights.
BEARER SHARES PERMITTED
International Company - Yes.
Offshore Company - No.
TAXATION
International Companies - An International Company does not pay any tax on its world-wide profits to the Republic of Mauritius authorities.
Offshore Company - Companies registered before 30th June 1998 may elect to pay taxation at a rate between 0% and 35%.
A new Income Tax Act was passed in 1995. This Act provides for a uniform tax treatment for Offshore Companies registered after 30 June 1998 and local "incentive" companies which are taxed at 15%. However, foreign tax credits are available which reduces the amount of Mauritian tax charged. Existing Offshore Companies, however, may continue to elect to pay tax at any rate between 0-35% or opt for the new rate of 15%.
The Foreign Tax Credit Regulations (under the Income Tax Act 1995) which came in to force on 20 July 1996 allow for foreign tax credit on the foreign sourced income of a Mauritian resident. In calculating the tax credits, the Regulations allow for the grossing up of the foreign source income, and provide in respect of foreign tax charged on dividend, credit for the underlying tax charged in the foreign country on profits out of which the dividend is paid. Additionally a long stop provision exists whereby a company that elects not to provide evidence of foreign tax paid benefits from a deemed tax credit and pays tax at 1.5%.
DOUBLE TAXATION AGREEMENTS
Mauritius has an extensive double tax treaty network which includes treaties with the following countries: India, Luxembourg, China, Germany, France, Indonesia, Oman, Pakistan, UK, Malaysia, Italy, Zimbabwe, Sweden, South Africa, Madagascar, Singapore, Swaziland, Botswana, Namibia, Sri Lanka and Kuwait.
LICENCE FEES
International Company - Companies with an authorised capital up to US€ 100,000 pay US€ 100 per year, and companies with capital more than US€ 100,000 pay the sum of US€ 300 per year. Companies that do not have a capital, or companies having some or all of their share capital with no par value, pay the sum of US €300 per year.
Offshore Company - US€ 1,500.
FINANCIAL STATEMENT REQUIREMENTS
International Companies are required to maintain financial statements to reflect their financial position but are not required to file accounts with the authorities.
Offshore Companies are required to prepare audited financial statements, which must be filed with the Mauritius Offshore Business Activities Authority.
