COMPANY FORMATION
AND FIDUCIARY SERVICES

ECS Global offers a wide range of corporate services ranging from the setup of companies and fiduciaries, providing advisory, directorship, compliance, accounting and tax services.

Through our in-house experts, we are able to guide you all along the way from business registration, setting up your office, your IT infrastructure, hiring talented professionals, and applying for the relevant permits.

01

COMPANY FORMATION

02

FIDUCIARIES (TRUSTS AND FOUNDATIONS)

03

INDEPENDENT DIRECTORSHIP AND CORPORATE GOVERNANCE

04

REGISTERED OFFICE AND NOTIFICATION SERVICES

05

OFFICE RENTAL FACILITATION

06

RESIDENCY PERMITS

07

CORPORATE BRANDING AND WEBSITE DEVELOPMENT

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GLOBAL BUSINESS CORPORATION (GBC)

A GBC is a body corporate registered in Mauritius which is licensed by the Financial Services Commission as holding a Global Business Company Licence to conduct business mainly outside Mauritius.

A GBC may either be locally incorporated or be registered as a branch of a foreign company. A foreign company may be redomiciled and continue as a Mauritian GBC, if the foreign law so permits.

Directorship

A minimum of 2 resident directors is needed for a GBC.

Minimum capital

The minimum capital requirement of a GBC is 1 USD, and the share capital can be expressed in any currency other than the Mauritian Rupee.

Management and control

In line with Section 71(b) of the Financial Services Act, the FSC will now consider in particular but without limitation, the following when determining whether the conduct of business of GBC is managed and controlled from Mauritius:

The corporation should:

(i) have at least 2 directors, resident in Mauritius, of sufficient calibre to exercise independence of mind and judgement;

(ii) maintain, at all times, its principal bank account in Mauritius;

(iii) keep and maintain, at all times, its accounting records at its registered office in Mauritius;

(iv) prepare its statutory financial statements and causes such financial statements to be audited in Mauritius; and

(v) provide for meetings of directors to include at least 2 directors from Mauritius.

FAQS

Below are some typical questions asked about this financial product.

Both GBC and domestic companies are taxed at 15% except if they receive the following types of income which will be subject to a tax exemption of 80%:

(i)  Foreign source dividend derived by a company provided that it has not been allowed as a deduction in the country of source and conditions as per Regulation 23D(l) of the Income Tax Regulations 1996 are satisfied;

(ii) Interest derived by a company other than:

  • a bank
  • a non-bank deposit taking institution;
  • a money changer;
  • a foreign exchange dealer;
  • an insurance company;
  • a leasing company; or
  • a company providing factoring, hire purchase facilities, or credit sales facilities.

(iii) income derived by a collective investment scheme (CIS), closed end fund, CIS manager, CIS administrator, investment adviser or asset manager, as the case may be;

(iv) income derived by companies engaged in ship and aircraft leasing;

(v) income derived by a company from reinsurance and reinsurance brokering activities;

(vi) income derived by a company from leasing and provision of international fibre capacity;

(vii) income derived by a company from the sale, financing arrangement, asset management of aircraft and its spare parts and aviation advisory services related thereto;

(viii) interest derived by a person from money lent through a Peer-to-Peer Lending platform;

(ix) profit attributable to a permanent establishment which a resident company has in a foreign country.

(x) profit attributable to global trading activity i.e. trading of goods outside of the jurisdiction of Mauritius 

There are three conditions which need to be satisfied by all entities in order to receive the 80% exemption:

  1. carries out its core income generating activities (CIGA) in Mauritius;
  2. employs, directly or indirectly, an adequate number of suitably qualified persons to conduct its core income generating activities; and
  3. incurs a minimum expenditure proportionate to its level of activities.

Yes. The typical route is when a shareholder applying the permit must make an initial transfer of USD 50,000 or its equivalent in freely convertible currency in the bank account of the company under which the application will be made. For renewal of an OP Investor, the company should generate a minimum gross income of 4 million rupees per year as from the third year of registration. There are also other ways to apply for investor permits.

A GBC needs to file an audited financial statement with the FSC within six months of its financial year end. Audited financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”).

AUTHORISED COMPANY (AC)

An Authorised Company (“AC”) is registered under the Companies Act 2001 and licensed by the Financial Services Commission (FSC).  

To set up an Authorised Company in Mauritius, it is required that the company’s (other than a bank) majority of shares, rights to vote, legal or beneficial interest are detained or controlled by a person or a group of people who are not Mauritian citizens.

An Authorised Company is also required to appoint a registered agent in Mauritius. Management Companies as ECS Global are specifically commissioned to act as permanently-registered agent, and are responsible for the administration of the company. Their duties towards these companies include:

  • filing of return of income with the Mauritius Revenue Authority (MRA);
  • filing of a financial summary with the FSC;
  • filing of any document required under relevant Acts;
  • safekeeping of records (board minutes and resolutions, transaction records and such other documents as required by the FSC); and
  • undertaking measures to combat money laundering and terrorist financing, and any other related offences as specified by the FSC.

FAQS

Below are some typical questions asked about this financial product.

  • Suitable as vehicle for holding and managing private assets
  • Investment Holdings
  • Trading and services activities
  • Ideal for short term and once off projects Exclusion from benefits of Tax Treaties

Companies incorporated in Mauritius and having their place of effective management outside Mauritius shall be treated as non-resident. No tax shall be payable in Mauritius, but they shall be required to submit a return of income to the MRA.

It cannot therefore benefit from tax treaty benefits with countries which Mauritius have enacted tax treaties with.

DOMESTIC COMPANY

A domestic company, also known as a local company, is an entity incorporated under the laws of Mauritius by the Registrar of Companies and governed by the Companies Act 2001, the Business Registration Act 2002 and the Income Tax Act 1995, amongst other legislations.

A domestic company, also known as a local company, is an entity incorporated under the laws of Mauritius by the Registrar of Companies and governed by the Companies Act 2001, the Business Registration Act 2002 and the Income Tax Act 1995, amongst other legislations.

Directorship

A minimum of one resident director is needed to establish a domestic company.

Minimum capital

The minimum capital is MUR 1.

FAQS

Below are some typical questions asked about this financial product.

Both GBC and domestic companies are taxed at 15% except if they receive the following types of income which will be subject to a tax exemption of 80%:

(i)  Foreign source dividend derived by a company provided that it has not been allowed as a deduction in the country of source and conditions as per Regulation 23D(l) of the Income Tax Regulations 1996 are satisfied;

(ii) Interest derived by a company other than:

  • a bank
  • a non-bank deposit taking institution;
  • a money changer;
  • a foreign exchange dealer;
  • an insurance company;
  • a leasing company; or
  • a company providing factoring, hire purchase facilities, or credit sales facilities.

(iii) income derived by a collective investment scheme (CIS), closed end fund, CIS manager, CIS administrator, investment adviser or asset manager, as the case may be;

(iv) income derived by companies engaged in ship and aircraft leasing;

(v) income derived by a company from reinsurance and reinsurance brokering activities;

(vi) income derived by a company from leasing and provision of international fibre capacity;

(vii) income derived by a company from the sale, financing arrangement, asset management of aircraft and its spare parts and aviation advisory services related thereto;

(viii) interest derived by a person from money lent through a Peer-to-Peer Lending platform;

(ix) profit attributable to a permanent establishment which a resident company has in a foreign country.

There are three conditions which need to be satisfied by all entities in order to receive the 80% exemption:

  1. carries out its core income generating activities (CIGA) in Mauritius;
  2. employs, directly or indirectly, an adequate number of suitably qualified persons to conduct its core income generating activities; and
  3. incurs a minimum expenditure proportionate to its level of activities.

 

Yes, it can be 100% foreign owned depending on its activity. For instance, if a foreigner wants to operate a business locally in Mauritius e.g. a local business store or any business which perceives income derived from Mauritius.

MAURITIAN TRUSTS

Mauritius Trusts are governed by The Trusts Act 2001 (the “Act”). A trust is a flexible vehicle which can be structured to achieve a number of objectives, including asset protection, wealth preservation and continuity.

A Trust has a wide variety of uses and benefits, which may include:

  • Asset protecting and ring-fencing
  • Estate planning / transmission
  • Asset holding/ Immovable Property

Establishment of a Trust

Upon set up of a Trust, the settlor will transfer assets or some sort to a Trustee, to be held in Trust for the benefit of the beneficiary. The assets will be managed by the Trustee according to the terms of a deed for the benefit of the beneficiaries.

The trust is usually set up with a Trust Deed setting out the terms of the trust, the powers and the duties of the Trustees, the rights of the beneficiaries and the appointment of a protector or/and enforcer.

Types of Trust

There are different types of Trusts. The choice of a type of Trust will be decided after discussion between the client and the Trustee, having regard to the overall objectives of the Trust.

  1. Discretionary Trust
  • It is the most common type of trust used which permits the Trustee to appoint additional beneficiaries or to remove existing beneficiaries at the Trustee’s discretion.
  • It also permits the Trustee to distribute income and capital of the Trust to beneficiaries at their sole discretion.
  • The settlor can provide the Trustee with a letter of wishes for guidance to the latter on the administration of the trust fund upon the demise of the settlor but may not prescribe to the Trustee any action that they should take.
  • Duration: This type of trust shall not exceed 99 years from the date of its coming into existence and may be terminated earlier.
  1. Purpose Trust
  • A Mauritius trust may be created for a specific purpose other than a charitable purpose, notwithstanding the absence of any beneficiary.
  • The purpose must be specific, reasonable and capable of fulfilment; not immoral, unlawful or contrary to public policy.
  • A purpose trust must have an enforcer who is capable of enforcing the terms of the trust.
  • The instrument creating the trust must provide for the disposition of the assets upon its termination.
  • Duration: A purpose trust whether charitable or not, may be of perpetual duration.
  1. Charitable Trust
  • A purpose trust can be set up for charitable purposes.
  • A charitable trust must have as their exclusive purpose one or more of either:

(i) the relief of poverty

(ii) the advancement of education

(iii) the advancement of religion

(iv) the protection of the environment

(v) the advancement of human rights and fundamental freedoms

(vi) any other purpose beneficial to the public in general

Duration: The Charitable Trust may be of perpetual duration.

  1. Private Trust Company
  • A Private Trust Company (PTC) is a company formed to serve as Trustee to a number of trusts, either for the benefit of a single family, or for distinct (but related) family groups.
  • The PTC takes on the trusteeship of the various family trusts and act as the registered owner of their assets.
  • A PTC provides:

(i) an elegant solution for a family situation where a greater degree of control over Trust assets is required

(ii) flexibility in investment decision making process and allows members of succeeding generations to sit on the Board and take part in running the family business.

A PTC can be a Global Business License Company or an Authorised Company (GBC/AC).

FAQS

Below are some typical questions asked about this financial product.

Before the Finance Act 2021, Mauritian trusts with non-resident settlors or beneficiaries, or those operating under a Global Business Licence, were subject to taxation in Mauritius. They could apply for non-resident status and be exempt from income tax by filing a declaration with the Mauritius Revenue Authority (MRA) within three months after the end of the income year.

However, the Finance Act 2021 eliminated the tax exemption for non-resident trusts and foundations, effective from the Year of Assessment commencing on 1 July 2022. A grandfathering provision was introduced, allowing trusts and foundations established before 30 June 2021, meeting specific criteria, to continue benefiting from the exemption until the Year of Assessment 2024-2025.

To be considered resident in Mauritius for tax purposes, a trust or foundation must either be administered in Mauritius with a majority of resident trustees, or its settlor must have been a resident of Mauritius when establishing the trust. Furthermore, a trust or foundation incorporated in Mauritius but with its central management and control outside Mauritius is considered non-resident for tax purposes. The Mauritius Revenue Authority clarified the definition of central management and control, which includes factors such as administration location, residency of trustees, settlor’s residency, and beneficiary residency.

In conclusion, a Mauritian trust will be considered non-resident if it has a majority of non-resident trustees or beneficiaries, or if the settlor is not a resident of Mauritius at the time assets are settled into the trust.

Trusts established in other jurisdictions can be migrated to Mauritius simply by ensuring that the majority of trustees are resident in Mauritius and that the trust is administered in Mauritius. Depending on the terms of the original trust, the proper law of the trust can be changed to that of Mauritius by a simple declaration by  the trustees in the deed of retirement and appointment.

FOUNDATIONS

Mauritius’s Foundations Act 2012 (“the Foundations Act”) added Foundations to the list of attractive wealth management structures offered by the jurisdiction, well-known for its stable economic and political environment and flexible business regime.

What is a Foundation?

A Foundation is a legal entity that combines the features of a Trust and a Company. Its legal structure and functions are similar to those of a Trust but is administered as a Company. Foundations are interesting to clients who may be unfamiliar with the concept of Trusts, particularly in civil law countries. The Mauritian Foundation can opt to have a legal identity thus having a certificate of registration and hold assets in its own name.

A Foundation is one of the preferred private structures used by High Net-Worth Individuals to cater for their succession and inheritance planning, private wealth management, limited liability status and asset-holding strategies. Setting up a Foundation in Mauritius, a reputable offshore jurisdiction, can provide numerous advantages to a Founder as well as Beneficiaries.

Key features

  • Has a legal personality upon registration
  • Must have a Foundation Secretary in Mauritius, which must be a management company or an individual licensed and authorised by the Financial Services Commission
  • Migration from or to another jurisdiction is possible
  • Existence is perpetual until formal dissolution
  • Management is determined by the Foundation Charter and Foundation Council, which must have one member ordinarily resident in Mauritius
  • Must keep accounting records at its registered office
  • May apply for a Global Business Corporation (GBC) license (in doing so it will need to comply with the requirements of the GBC, such as filing of audited accounts and two resident council members)
  • Provides for the office of the Protector or committee of Protectors
  • May have one or more beneficiaries or class of beneficiaries, who may benefit from distribution from the Foundation property
  • May be created inter-vivos or by will

FAQS

Below are some typical questions about this financial product.

  • Charitable causes;
  • Estate and succession planning;
  • Asset Protection;
  • Wealth management;
  • Asset holding;
  • Tax planning;
  • Pension schemes; and
  • Housing intellectual property.
  • The Founder may be a council member
  • Management flexibility through the Foundation Charter and Council
  • A robust vehicle for inheritance planning
  • Holding of assets can be passed from one generation to the next
  • Can be used to hold a variety of assets such as real estate, and tangible and intangible assets such as copyrights and other intellectual property
  • Can be used to undertake any business/activity in or outside Mauritius

Taxation

Tax efficiency is a prominent characteristic of a Foundation.

The Mauritius Income Tax Act 1995 makes a clear distinction between a resident Foundation and a non-resident Foundation. A Foundation is non-resident if the Founder and all the beneficiaries appointed under the terms of the charter or by the will are non-resident of Mauritius throughout an income year.

A non-resident Foundation is exempt from taxation in Mauritius, similarly to a Charitable Foundation which has been duly authorised as such by the Mauritius Revenue Authority (MRA).

In order to benefit from this exemption, a nonresident Foundation must file with the Director General of the MRA a declaration of non-residence within three months of its income year.

Moreover, any distribution to a beneficiary of a Foundation shall be considered to be a dividend to the beneficiary.

In addition, a Foundation may apply to the Financial Services Commission for a GBC license and may elect to be tax resident in Mauritius.

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