MAURITIUS

Mauritius is an island in the Indian Ocean off Southern Africa, due east of Madagascar. It comprises four islands: Mauritius, Rodrigues, Saint Brandon and Agalega. The population of Mauritius is just over 1.2 million. A republic since 1992, Mauritius gained independence from Britain in 1968.

TYPE OF TRADING COMPANY

A GB2 is a company incorporated in Mauritius holding a Category 2 Global Business Licence and carrying on any business or activity specified in a the Second Schedule of the Financial Services Development Act 2001 from within Mauritius with persons all of whom are resident outside Mauritius and which is conducted in a currency other than Mauritian currency.

The GB2 is exempt from taxation in Mauritius (0%) but as a result it cannot claim double taxation relief under the various treaties signed by Mauritius.

PROCEDURE TO INCORPORATE

The company's name is first reserved. The company is incorporated through the Registrar of Companies and an application is made to the Financial Services Commission (FSC) for the Category 2 Global Business Licence. The licence once issued, will stipulate the parameters within which the company is to conduct its business.

A copy of the Memorandum and Articles of Association and a Certificate from the Registered Agent confirming compliance with the requirements of the Ordinance is delivered to the Registrar of Companies, with the directors and shareholders consenting to act. The application must be supported by a Legal Certificate issued by a local Lawyer certifying that the local requirements have been complied with.

RESTRICTIONS ON TRADING

GB2's cannot carry on business within the Republic of Mauritius.

POWERS OF COMPANY

A Company incorporated in Mauritius has the same powers as a natural person.

LANGUAGE OF CORPORATE DOCUMENTATION

A GB2 Company is typically incorporated using the English or French language and with an English name. However, it can also be registered in any language but will require a translation into English.

NAME RESTRICTIONS

A GB2 cannot be registered with any name that is identical or similar to an existing company or any name that suggests the patronage of the President or the Government of Mauritius.

COMPANY NAMES

A GB2 can have any of the following at the end of its name:- Limited, Corporation, Incorporated, Public Limited Company, Société Anonyme, Société Anonyme à Responsabilité Limitée, Sociedad Anónima, Berhad, Proprietary, Naamloze Vennootschap, Besloten Vennootschap, Aktiengesellschaft or the relevant abbreviations.

LANGUAGE

French and English are widely spoken.

REGISTERED OFFICE REQUIRED

A GB2 must be maintained in Mauritius and requires a registered office and a Registered Agent.

AUTHORISED and ISSUED SHARE CAPITAL

There is no stipulation of the authorised share capital although the normal currency is US$ but may be ex pressed in any currency. The minimum issued capital is one share of par value

CLASSES OF SHARES

The Company can have registered shares, preference shares, redeemable shares and shares with or without voting rights. Nominee shareholders are permitted.

DISCLOSURE OF BENEFICIAL OWNERSHIP TO AUTHORITIES

There is no disclosure of the beneficial owner(s).

TAXATION

A GB2 company does not pay any tax on its world-wide profits to the Republic of Mauritius authorities.

DOUBLE TAXATION AGREEMENTS

There are no double taxation treaties in Mauritius.

GOVERNMENT LICENCE FEES

US$ 135 per year to Financial Services Commission.
US$ 65 per year to the Registrar of Companies.

FINANCIAL STATEMENT REQUIREMENTS

The company is required to keep financial records that are sufficient to show and explain the company's transactions which should be maintained at the Registered Agent but no accounts need to be filed with the authorities. No filing of annual returns is required.

MEETINGS

No annual general meetings are required.

DIRECTORS

The minimum number of directors is one. Directors may be natural persons or bodies corporate. They can be of any nationality and need not be Mauritian resident.

COMPANY SECRETARY

A company secretary is not a requirement under the law and is not typically appointed. However a secretary can be appointed to assist with the administration and signing obligations if desired.

SHAREHOLDERS

The minimum number of shareholders is one. Shareholders may be natural persons or bodies corporate and of any nationality.

CAPITAL

No minimum capital is required. Shares may be issued with or without par value and in any currency as permitted by the Memorandum of Association and Articles of Association.