| Global Business Company |
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| Stated capital | Depending on the licensed activities, there are minimum capital activities |
| Directors | At least two directors resident from Mauritius. |
| Corporate Secretary | Mandatory; Mauritius resident |
| Bank | Maintain, at all the times, its principal bank account in Mauritius |
| Registered office | In Mauritius
Company seal, constitutive documents, minutes, registers, due diligence documents, accounting records and agreements are maintained here. |
| Accounts | Be prepared, audited in Mauritius and filed with the FSC. |
| Tax returns | Required to be filed with the MRA |
| Tax Residence Certificate | To benefit from tax advantages under the tax treaties, the GB company must apply for a country-specific TRC or a general TRC. The GB company is subject to a tax rate of 15% on their income, however it can claim a partial exemption of 80% on certain income subject to meeting the substance requirements. |
| Closed-End Fund (“CEF”) |
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| Fund | A Fund is an entity whose business is to invest mainly in securities by diversifying investment risk and giving its investors the advantage of a management team to manage the pooled funds. |
| Open-End Fund | It has variable capital where investors are permitted to redeem their shares at predetermined times, according to the constitutive documents. The Net Asset Value (“NAV”) would be calculated based on an agreed period by the Fund normally it would be daily, weekly, monthly or fortnightly. |
| Closed-End Fund | It would have a fixed capital commitment. Investors would not have the right to call for their shares to be redeemed by the fund. The fund may have a limited life after which the assets are distributed to investors upon dissolution. |
| Incorporation requirements | Approval by the FSC is required before commencing any business. First, the following information should be submitted to the FSC: - written outline memorandum, prospectus, private placement memorandum or term sheet, and draft constitutive documents;
- KYC documents of the promoters, the investment manager team, custodian and administrator;
- Fund’s structure and its objectives;
- Number of investors and target market;
- Type of investments;
- Compliance with regulations in targeted countries (e.g., SEBI’s approval if investment is to be made in India).
Then, FSC will review the application pack and if in order, they will issue an ‘in principle’ approval to enable all constitutive documents be finalised and the Fund be incorporated. The draft Constitutive documents to be sent to the FSC are as follows: - Information documents – Prospectus, Private Placement Memorandum, Information Memorandum or Term Sheet
- Agreements – Shareholders Agreement, Management/Advisory Agreements
- Material contracts to be concluded with the different functionaries (i.e., investment manager, custodian, administrator and investment adviser)
- A legal certificate from a Mauritius lawyer certifying the conformity of the constitutive documents with the laws of Mauritius
- Full CVs and personal questionnaire of the key persons being involved in all main positions and their due diligence documents
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| Fund Manager | A Mauritius GB company (required for an open end fund) or as a licenced fund manager in an equivalent jurisdiction. The licence of a CIS Manager states that it shall be engaged solely in the business of management of CIS, unless otherwise authorised. The Mauritius Fund Manager vehicle can be set up with a CIS manager (obligatory for open-end funds, optional for closed-end funds) or an Investment Adviser (Unrestricted) licence. The Investment Adviser (Unrestricted) licence specifies that the Fund Manager will be authorised only to manage, under a mandate, portfolios of securities and give advice on securities transactions through printed materials or any other means. |
| Authorised Companies |
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| Stated capital | Depending on the licensed activities, minimum capital is recommended |
| Directors | Minimum of one director required
Corporate Directors are allowed
Majority of directors have to be outside Mauritius and board meetings should be convened outside of Mauritius to demonstrate that strategic decisions are being taken outside of Mauritius |
| Secretary/Registered Agent | Corporate Secretary is optional
Resident Registered Agent is an obligation |
| Bank | Maintain, at all the times, its principal bank account in Mauritius |
| Registered office | In Mauritius
Company seal, constitutive documents, minutes, registers, due diligence documents, accounting records and agreements are maintained here. |
| Activities | AC is a type of vehicle typically used for entrepreneurial companies and for international trading, private asset holding and consulting activities.
It cannot carry out banking, financial services, investment funds and nominee services. |
| Accounts | Be prepared, audited not required and a yearly financial summary be filed with the FSC. |
| Tax returns | Required to be filed with the MRA |
| Trusts |
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| Trust Creation | A trust can only be created by an instrument in writing which should state its object, subject, intention and duties and powers of the trustees. |
| Written documents | Will generally take two forms:
Settlement: to be entered and signed by both the settlor and the trustee.
Declaration of Trust: is entered and executed by the trustee only. |
| Types of Trust | Discretionary Trust - It is set up for the benefit of a beneficiary (ies), but for which the Trustee is given full discretion. The Trustee decides when and how much funds are distributed to the beneficiaries.
- The key purpose is to provide maximum protection for the funds held in the Trust, and to the greater benefit of its beneficiary (ies).
Charitable Trust - It is meant solely for the benefits of charitable bodies.
- It is tax exempt.
Purpose Trust - Formed for specific, reasonable and certain purposes.
- Such trusts will normally have no beneficiaries.
Revocable and Irrevocable Trust - A revocable trust is a trust whereby provisions can be altered or canceled depending on the wishes of the Settlor or the originator of the trust. During the life of the trust, income earned is distributed to the Settlor, and only after death does property transfer to the beneficiaries of the trust.
- Once established, irrevocable trust can’t be changed or canceled by the Settlor. The latter forfeits ownership and authority over the trust and is unable to make any changes to the terms of the trust without permission from the beneficiary or a court order.
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| Uses of Trust | - Estate, succession planning and family office services
- Accumulation and Preservation of wealth
- Asset Protection
- Tax Planning
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| Duration | - Purpose trusts can be of perpetual duration
- All other trusts must have a duration not exceeding 99 years
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| Registration | - No requirement for the trust deed to be filed or to register the trust with any authorities.
- The Settlor may opt to register a trust with the Mauritius Registrar General.
- The trustee must keep accurate accounts and records of a trust.
- The qualified trustee must keep a register of the names and last known addresses of each beneficiary, the settler and the protector. Such information is kept confidential and is made available to the FSC upon request only.
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| Trustee | - Every trust must have at least one qualified trustee (for eg, a management company or such other person resident in Mauritius) which is authorised by the FSC to provide trusteeship services.
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| Settlor | - A Settlor is the entity that establishes a trust. The Settlor goes by several other names: donor, grantor, trustor, and trustmaker. Regardless of what this entity is called, its role is to legally transfer control of an asset to a trustee, who manages it for one or more beneficiaries.
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| Protector | - A Protector is a person appointed under the trust instrument to direct or restrain the trustee in relation to its administration of the trust.
- The powers vested in the protector vary both according to the proper law of the trust and the terms of the trust deed. They may include power to:
- remove and appoint trustees;
- approve a change of proper law;
- approve the addition or removal of beneficiaries;
- approve proposed trust distributions.
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| Beneficiary | A beneficiary of trust is the individual or group of individuals for whom a trust is created.
The right of a beneficiary generally depends on the type of trust and state laws. |
| Letter of wishes | A Letter of Wishes allows the Settlor of a discretionary trust to indicate to their Trustees, who they would like the trust fund to benefit, when distributions should be made and in what shares. The letter is not legally binding on the trustee. |
| Taxation | Under the Mauritius Income Tax Act, a trust shall be deemed to be tax resident in Mauritius if: - The trust is administered in Mauritius and a majority of the trustees are resident in Mauritius
- The Settlor of the trust was resident in Mauritius at the time the deed was executed
- A majority of the beneficiaries appointed under the terms of the trust are resident in Mauritius
A Trust being considered resident will be liable to tax in Mauritius on their worldwide income. However, a trust would be deemed to be non-resident in Mauritius if its central management and control would occur outside Mauritius. The determining conditions for a trust to have its central management and control outside Mauritius include: - The settlor of the trust was not resident in Mauritius at the time the deed was executed or at such time as the settlor adds new property to the trust; and
- A majority of the beneficiaries appointed under the terms of the trust are not resident in Mauritius
A trust shall, on an annual basis, submit an annual return of income to the MRA. |
| Foundations |
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| Set up | Foundations are established to reflect the wishes of the founder(s). It is a legal entity and can therefore own assets directly. It is increasingly being used in civil law jurisdictions where the concept of Trust is less well known. |
| Written documents | It could be set up by Charter or by Will, executed by a founder who may be a natural or legal person. |
| Features | - a registered office in Mauritius
- a ‘founder’ who is the person who gifts assets to the Foundation
- ‘beneficiaries’ who are the persons who benefit from the Foundation’s assets
- Shall have at least one Council member resident in Mauritius, administering the property of the Foundation. No restriction on the number of council members
- When registered, it would have a separate legal personality.
- a secretary in Mauritius would be required, can be either a management company or an individual licensed and authorised by the FSC.
- Accounting records must be kept at its registered office.
- Duration has no time limitation
- Assets that can be held are:
- Shares and stocks in both listed and private companies
- Investment portfolios
- Real estate
- Intellectual property
- Bank deposits
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| Uses | - Accumulation & Preservation of Wealth
- Succession & Estate Planning
- Asset Protection
- Tax Planning
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| Taxation | - Charitable foundations are exempt from tax in Mauritius
- Where the founder and the beneficiaries are non-resident, it would be exempt from tax in Mauritius
- A foundation shall be deemed to be tax resident in Mauritius if:
- the founder is resident in Mauritius; and
- a majority of beneficiaries appointed are resident in Mauritius
- Foundations that are resident in Mauritius will be subject to tax on their worldwide income.
- A foundation shall be deemed non-resident in Mauritius if its central management and control takes place outside of Mauritius. The determining conditions include:
- the founder is not resident in Mauritius;
- a majority of beneficiaries appointed are not resident in Mauritius.
Both resident and non-resident foundations are required to submit an annual income tax return to the MRA.
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| Limited Partnership |
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| Features | - Must be registered with the Registrar of Limited Partnerships
- A registered office in Mauritius
- Can be of determinate or indeterminate duration
- Must have a partnership agreement that is binding on the partners
- May carry out any lawful business in or outside of Mauritius.
- Must have at least one GP who is liable for all debts and obligations of the partnership and at least one LP who is liable for debts and obligations only up to the maximum amount of his commitment.
- An LP cannot participate in the conduct or management of the business of the Partnership and cannot execute documents or transact business on its behalf.
- A partnership registered in any other jurisdiction may migrate to Mauritius and be registered as a Mauritius Limited Partnership.
- A partnership formed in Mauritius may migrate to another jurisdiction, subject to the laws of that country.
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| Uses | - Private equity and venture capital schemes
- Collective Investment Schemes and Closed-ended Funds
- Joint ventures
- Holding of property interests
- Estate planning
- Asset protection
- Tax and financial planning
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| Taxation | Each resident partner is liable to tax in Mauritius on its share of income. Nonresident partners will be liable only with regard to income sourced from Mauritius. Foreign source income derived by the non-resident partners is not liable to Mauritius tax. |
