GBC1 Companies are governed by the Companies Act 2001. They can be set up for the purposes of carrying out any of the qualified global business activities specified in the second schedule of the FSD Act 2001.
A GBC1 Company may be set up either by direct incorporation or by way of continuation (s. 296 CA 2001). It can also migrate out to another jurisdiction. A foreign company may also register a branch in Mauritius and apply for a GBC 1 licence (S. 273 CA 2001). GBC1 companies are prohibited from dealing or transacting business in local currency and with local residents or from holding immovable property in Mauritius.
Key Features
- No minimum capital requirement
- May be a private or public company limited by shares or unlimited or a Limited Life Company or limited by guarantee
- Shares may be issued with or without par value. Redeemable shares or fractional shares can be issued
- Shares may be subscribed by nominees but beneficial owners must be disclosed
- Management by one or two Directors who may not be resident in Mauritius
- Corporate Directors are not allowed
- Requirement for local resident Secretary and registered office
- Obligation to file annual audited accounts to the Financial Services Commission (FSC)
Incorporation Procedures
Application shall be made to the Registrar of Companies on prescribed form accompanied by certificate of name reservation, the Constitution of the company, statutory documents and a legal certificate from a local law practitioner
Disclosure of the identity of the beneficial owner(s) together with a CV, bank reference, proof of domiciliation and business plan are required
Taxation
GBC1 companies are taxed at a flat rate of 15% on their chargeable income. However the may elect for a rate higher than 15%. A foreign tax credit of 80% of the tax rate is given on foreign source income.
Double Taxation Relief
GBC1 Companies can benefit for double taxation avoidance relief. To benefit from such relief, the Company is required to have its tax residence in Mauritius i.e. its central management and control must be exercised in Mauritius. In determining tax residency for grant of a Tax Residence
Certificate, the Commissioner of Income Tax in Mauritius requires the applicant company to:-
- have at least two Mauritius Resident Directors
- appoint a resident Company Secretary and Local Auditors
- maintain an account with a local bank .
- maintain its registered office and all statutory records in Mauritius; and
- all its board meetings must be chaired from within Mauritius