Mauritius, renowned for its strategic location and business-friendly environment, offers international enterprises a distinct avenue for global expansion through authorised companies (ACs). Established under the Financial Services Act of 2007, Mauritius ACs serve as a specialised business structure tailored for entities predominantly engaged in activities outside Mauritius. This article highlights the benefits, requirements and incorporation processes of an AC.
- Mauritius ACs enjoy complete tax exemption on worldwide profits.
- No minimum share capital requirement.
- Activities primarily outside Mauritius, with central management and control abroad.
- The majority of the beneficial ownership must be non-Mauritian.
Mauritius Authorised Company
An authorised company (AC) is a unique business structure for companies primarily conducting business outside Mauritius.
Established under the Financial Services Act 2007, ACs cater to a specific niche. ACs offer a complete exemption on their global profits. This makes them ideal for entities conducting business primarily outside Mauritius, seeking optimised tax structures.
Benefits of a Mauritius AC
- Taxation: The cornerstone of ACs is their complete tax exemption on worldwide profits, making them highly attractive for international businesses seeking maximum tax efficiency.
- Flexible operations: ACs can conduct business in any currency (except Mauritian Rupees) and hold assets and bank accounts globally. There are also no exchange controls, offering operational flexibility.
- Streamlined incorporation: ACs boast a relatively fast and efficient incorporation process, typically taking five to seven working days.
- No minimum capital: As with GBCs, there’s no minimum share capital requirement, making ACs accessible for startups and small businesses.
- Confidentiality: ACs benefit from a high degree of confidentiality, with beneficial ownership details not publicly disclosed.
- Domestic business conditions: ACs cannot typically conduct commercial business or trade directly within Mauritius. Their primary operations and revenue generation must come principally from outside the country. An AC is not a tax resident in Mauritius but is subject to tax on any Mauritian source income at normal local rates.
- Prohibited business activities: ACs cannot engage in banking, financial services, insurance, securities, fiduciary, managing or dealing with a Collective Investment Scheme and trusteeship services.
- Gambling business restriction: Engaging in any form of gambling business, including interactive gambling, is prohibited within or outside Mauritius.
Requirements for setting up a Mauritius AC
Shareholding and control
- Shareholding majority: An AC must be controlled by a majority of shareholders with beneficial interests who are not citizens of Mauritius.
- Central management and control abroad: Strategic decisions and the company’s core operations must be based outside Mauritius for AC status.
- Minimum one shareholder: You need at least one shareholder, individual or a corporate entity.
- One director: Appoint at least one director who can be Mauritian or foreign but must be non-resident.
- Registered office in Mauritius: Your AC must have a registered office within the country, and it is mandatory to have a resident registered agent.
- No minimum paid-up capital: Unlike some jurisdictions, Mauritius doesn’t require a minimum paid-up capital for ACs.
- Business plan: Prepare a detailed business plan showcasing your proposed activities, target market and funding sources.
- Legal certificate: Obtain a legal certificate from a Mauritian lawyer confirming compliance with local laws.
- Due diligence: Be prepared for due diligence checks on the promoters, shareholders, directors and bank account signatories.
- Reporting: Annual returns must be filed with the Mauritius Revenue Authority (MRA) and the Financial Services Commission (FSC).
The process of setting up an AC in Mauritius is relatively straightforward. Here are the key steps involved:
- Prepare application documents: Gather the necessary documents, including company incorporation documents, shareholder information, business plans and financial projections.
- Submit an application to the Registrar of Companies (ROC): An application for incorporation is submitted first to the ROC in an approved form signed by the Registered Agent. Relevant documents must accompany the application.
- Submit an application to FSC: Once ROC is satisfied with the documents submitted, you will be requested to make the application for authorisation with the FSC, along with the required documentation and fees.
- Await approval: The FSC will review your application and decide whether to grant AC status. This typically takes a few days.
- Complete company registration: Once approved by the FSC, the application is recommended to ROC to register your AC as a company under the Companies Act of Mauritius.
Compliance and regulatory matters
- Share capital: The standard authorised share capital can be any amount the client desires with par value or no par value shares. Various share classes like registered, preference and redeemable are permitted.
- Taxation: ACs enjoy complete exemption from corporate income tax on worldwide profits in Mauritius.
- Licence fees: An initial USD 150 processing fee applies, followed by annual renewal fees of USD 350 to the FSC and USD 100 to the Registrar of Companies. A First Annual License Fee also applies depending on the quarter the company is set up.
- Financial statements: Maintaining accurate financial records is mandatory. A tax return (return on income) with the Mauritius Revenue Authority is due within six months of the balance sheet date. Filing a financial summary within six months following the financial year’s end is mandatory.
Set up and manage a Mauritius AC with Acclime
Mauritius authorised companies provide a compelling option for international businesses seeking a tax-efficient and flexible operating environment. With its favourable regulatory framework, attractive tax benefits and stable business climate, Mauritius presents a unique opportunity for global expansion.
If you are considering exploring the potential of establishing an AC in Mauritius, we recommend engaging with Acclime’s professional corporate services.