With its established reputation as a politically stable country having an environment conducive to doing business, the Mauritian jurisdiction has seen around MUR 15.9 million of foreign direct investment flows for the first half of 2024, representing a 17.8% increase compared to the figures for the same period in 2023[1]. The growing appetite of investors for choosing Mauritius cements its position as a trusted international financial centre in the region.
Choosing the appropriate licence
Investors typically choose to incorporate a company[2] for structuring their investment vehicle to conduct business on the African continent and, as regards licencing, the jurisdiction offers a choice to operate the company as a global business company or authorised company.
| Feature | Global Business Company (‘GBC’) | Authorised Company (‘AC’) |
| Minimum shareholding | At least 1 individual or corporate shareholder | At least 1 individual or corporate shareholder |
| Foreign shareholding permitted | Yes – no requirement to have Mauritian shareholders. | Yes – no requirement to have Mauritian shareholders. |
| Conduct of business | Principally outside of Mauritius | Principally outside of Mauritius |
| Activities |
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| Management and control | In Mauritius. Core income generating activities (‘CIGA’) conducted in Mauritius and must employ directly or indirectly an adequate number of suitably qualified persons in Mauritius. | Outside of Mauritius |
| Taxation[3] |
| Tax residency outside of Mauritius. |
| Directors |
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| Administration | Administration of the global business company by a MC (as defined below). |
|
| Bank accounts |
| Not compulsory to open a bank account in Mauritius. |
| Immovable property in Mauritius |
| Not permitted. |
| Financial requirements |
| Financial statements can be prepared and audited in or outside of Mauritius. |
The licensing process
The incorporation and licensing process is effected with the assistance of corporate service providers called ‘management companies’ (the ‘MC’) duly licensed by the FSC. The MC is the primary contact point for liaising with the regulatory authorities on behalf of the client and will compile the application packs for (i) the incorporation of the company to be submitted to the Registrar of Companies (the ‘ROC’) and (ii) the issue of the appropriate licence by the FSC.
The input of lawyers is also required to vet those application packs and to issue legal certificates addressed to the regulators confirming compliance with applicable Mauritian laws. As part of their mandate, lawyers review inter alia the constitution as well as the shareholders’ agreement (if adopted[8]) of the company.
[1] Based on the statistics of the Economic Development Board of Mauritius: https://edbmauritius.org/newsroom/increase-in-fdi-for-first-half-of-2024#:~:text=FDI%20flows%20in%20Mauritius%20have,17.8%25%20increase%20in%20FDI%20inflows.
[2] Other available structures include inter alia the limited partnership, the limited liability partnership, the trust, and the protected cell company.
[3] The normal income tax rate is 15%.
[4] https://www.mra.mu/taxes-duties/international-taxation/double-taxation-agreements
[5] E.g. Dividends paid by the GBC to shareholders; interest paid out of foreign source income of the GBC to foreign shareholders; royalties paid out of foreign source income of the GBC to foreign shareholders; etc.
[6] E.g. Maximum effective tax rate of 3% charged on foreign source dividends, provided that the dividend is not considered as a deduction in the source country and the global business company satisfies certain prescribed substance requirements; maximum effective tax rate of 0.75% charged on interest derived by funds licensed by the FSC, provided that the funds satisfy certain prescribed substance requirements; etc.
[7] Commonly provided as a service by the MC. Resident directors are commonly 2 senior management level employees of the MC.
[8] In the absence of any constitutive documents, the Companies Act 2001 and in particular its Second Schedule will govern the company.
