MAURITIUS COMPANY - CATEGORY 2

INTRODUCTION

Mauritius, an island covering 1,865 square kilometers, is situated some 2,000 kilometers off the south east coast of Africa. It is 4 hours ahead of GMT and 4 hours behind Hong Kong.

Mauritius was discovered by the Dutch and the French in the 16th and 18th century respectively, and became British at the beginning of the 19th century. The country gained its independence in 1968 and became a Republic in 1992. It remains a member of the British Commonwealth.

Mauritius has a population of 1.17 million, majority are of Indian origin. Others are descendants of Africans, Chinese and French. English is its official language but the Mauritians are equally fluent in French. Creole, Hindu and Mandarin. Mauritius has a literacy rate exceeding 95% and this contributes to the high standard of professionalism.

The Mauritian legal system is largely based on English and French laws. Company law, as is Criminal and civil litigation is mainly English, while substantive law is modeled on the French Napoleonic Code. The final court of appeal is the Privy Council in England.

The official currency of Mauritius is Mauritian Rupee. There is no exchange control. Besides the financial service sector, tourism, textile and sugar production are also key contributing industries of the economy.

MAURITIUS COMPANIES

The registration and regulation of companies is governed by The Companies Act 2001.The Act allows the incorporation of companies simply by filing an application containing the prescribed particulars with the Registrar. A one-person company is allowed, but the sole proprietor is required to nominate a person whom he authorizes as Secretary in the event of death or incapacity.

The most commonly used corporate structures for international investors are Global Business Company  Category 2 ("GBC2") and Global Business Company -- Category 1 ("GBC1"). GBC2 are similar to the international business companies in other offshore jurisdictions, and is exempted from all local taxes. A GBC2 is a private company conducting business with non-residents in a currency other than Mauritian Rupee. A GBC2 may be either limited by shares, or by guarantee, or limited by shares and guarantee, or simply unlimited.

GBC1 is normally used for tapping into the double taxation treaties signed between Mauritius and other countries. GBC1 may carry out any of the activities approved by the regulatory authority, which is the Financial Services Commission.

The following is a decription of the features of GBC2.

CHARACTERISTICS OF GBC2

Name

Names in Chinese characters may form part of the companyˇs name and appear on the Certificate of Incorporation. A Constitution of a GBC2 with Chinese characters can also be filed with the Registrar of Companies. The full name of the company may contain ¨Limited, Corp, B.V., N.V., S.A.〃 and so on

Constitution

The Constitution is a simple document which is the equivalent of the Memorandum & Articles of Association. The Constitution can be written in English, French, Chinese, or any other language. However, an English translation must be attached. Manivest can provide standard constitution in English and Chinese for your reference

Capital and Shareholders

The standard registered capital of a GBC2 company is USD100,000. Capital may be issued in any kind of currency and there is no minimum capital requirement. Mauritius GBC2 allows bearer shares to be issued. The shares can be with or without par value.

The minimum number of shareholder, who may be corporate or individual, is one and the minimum issued share is also one. There is no residency requirement. The register of members (Shareholders) of the company must be kept by the registered agent. The register is not a public record and is only available for inspection of persons authorized by the directors of the company.

Company meeting can be held at any place inside or outside Mauritius and proxy is allowed.
No annual general meeting is required.

Directors

There must be at least one director who can be an individual or a corporation. There is no residency requirement. The register of directors must be kept by the registered agent. The register is not a public record and is only available for inspection of persons authorized by the directors.

Company Secretary

There is no statutory requirement for the appointment of a company secretary. In the case of a one person company, a person should be proposed to be secretary of the company in the event of the death or mental incapacity of the sole shareholder or director.

Registered Agent and Registered Office

A GBC2 must at all times have a registered agent, who may be a management company or person approved by the Commission, in Mauritius. A GBC2 must also at all times have a registered office located within Mauritius, which is normally provided by the registered agent and is included in the annual fee.

Incorporation

GBC2 can be formed as soon as 2 working days. Shelf companies are also available.

Taxation and Audit Requirements

A GBC2 is not resident for tax purposes and is not subject to any form of profits, capital gains or dividend withholding tax. However, it is not entitled to the benefit of Double Taxation Agreements. There is no audit requirement for a GBC2 company.

GBC1 REGISTRATION AND MAINTENANCE FEES

Registration Fee
Our registration fee for a company with a share capital less than USD100,000 is USD1,400. The fee covers first year licence fee, first year registered agent fee and first year registered office fee.

Annual Maintenance Fee
Annual maintenance fee for second year and thereafter is USD900 which covers annual licence fee, annual registered agent fee and annual registered office fee.