Corporate - estone

Corporate Secretarial & Administration Services

Allowing management to focus on the business, knowing they are getting better control, can give you greater confidence that your ambitions will be achieved.

All corporate structures can get unwieldy and inefficient over time. We know how to build more efficient structures, improve operational transparency and most importantly optimise costs. Our specialised company secretarial team makes sure that you have full control of your international operations.

Our services include:

Investment and operational structuring
Incorporation and redomiciliation of companies
Provision of registered office, registered agent, company secretary, resident directors
General administration, including opening and operating bank accounts, handling transactions, invoicing and filing of returns
Maintenance of statutory records and registers

Authorised Companies

A company that is principally owned by non-Mauritius citizens and that carries out its activities outside of Mauritius, and which is centrally managed and controlled outside of Mauritius, has to apply with the Financial Services Commission to operate as an Authorised Company.

An Authorised Company must have, at all times, a registered agent in Mauritius, which shall be a Management Company. ESTONE LIMITED is duly licensed by the Financial Services Commission to act as a registered agent in Mauritius.

Tax Feature

An Authorised Company must have its place of effective management outside of the Mauritian jurisdiction to be exempted from paying tax in Mauritius. It is required to submit (nil) tax returns on its foreign source income to the Mauritius tax authority.

An Authorised Company is subject to tax on income from Mauritius sources. It does not have access to Mauritius’ tax treaty network.

Global Business Companies

A non-citizen of Mauritius who either holds or controls the majority of its shares in a Mauritian Company, which will conduct business principally outside Mauritius and which will be managed and controlled in or from Mauritius, needs to apply for Global Business Licence.

Management and Control

The Global Business Company will be required, at all times, to:

(a) have a minimum level of expenditure, which is proportionate to its business activities;

(b) employ, either directly or indirectly, a reasonable number of qualified staff to carry out its core income generating activities in or from Mauritius

Have at least 2 directors resident in Mauritius of sufficient calibre to exercise independence of mind and judgment on its board of directors
Maintain, at all times, its principal bank account at a bank
Maintain, at all times, its accounting records at its registered office, both in Mauritius
Prepare its statutory financial statements and cause such financial statements to be audited in Mauritius
Provide for the meetings of its board of directors to include at least two directors from Mauritius.

(d) be administered by a Management Company.

Tax Feature

A Company Business Company is resident in Mauritius for tax purposes and is subject to tax at the rate of 15% on its worldwide income (subject to tax adjustments and exceptions on exempt income) along with being eligible for benefits under the extensive network of double taxation avoidance agreements between Mauritius and other countries.

There is partial exemption of certain income, depending on the nature and type of licensed activities, which may be claimed subject to meeting certain conditions, such as satisfying substance requirements for control and management in Mauritius.

A Global Business Company has the option of either claiming foreign tax suffered as a tax credit against its Mauritius tax liability or a partial exemption of 80% on certain income subject to meeting the substance conditions. Some of the income on which the partial exemption is available include:

Foreign sourced dividend, provided it has not been allowed as a deduction in the source country;
Foreign sourced interest income, provided the lender is a company;
Profits attributable to the permanent establishment of a Global Business Company in a foreign country;
Income derived by companies engaged in ship and aircraft leasing.

Mauritius has no thin capitalization rules. Interests and royalty payments paid by a Global Business Company are fully tax deductible in Mauritius.

There is no withholding tax on outward payments from Mauritius, no capital gains tax or estate duty and no stamp duties or capital taxes.

Special Licence Companies

Mauritius is a fast-growing international financial centre for structuring specialised licenses which are used for investments by worldwide investors.

A Global Business Company can be set up to carry out such other financial business activities as may be approved by the Financial Services Commission. Mauritius has a wide range of licences that are available to specialist financial services providers that are looking to set up and do business in and from Mauritius.

Types of Licenses

The Financial Services (Consolidated Licensing and Fees) Rules 2008 set out the licensing framework that provides for a codified list of financial services and financial business activities licensable by the FSC, which includes:

Financial Services Providers, such as Asset Manager, Distributor of Financial Products, Global Headquarters Administrator and Family Office
Securities or Capital Market Intermediaries, such as Investment Dealer and Investment Adviser
Specialised Financial Services Institutions, such as Credit Finance and Payment Intermediary Services
Virtual Asset Service Providers, such as Broker-Dealer, Issuer of Initial Token Offering, Custodian and Market Place
Insurance Service Providers, such as Insurance Broker
Collective Investment Schemes and Closed-End Funds

Tax Feature

A partial exemption of 80% is available on the income of Global Business Companies holding the following licences:

Collective Investment Scheme (‘CIS’), Closed End Fund, CIS Manager, CIS Administrator, Investment Adviser or Asset Manager
Reinsurance or reinsurance brokering

A full income tax exemption (tax holiday) of five to eight years is also available if a Global Business Company engages in certain activities such as Global Headquarters Administration, Overseas Family Office (Single), Overseas Family Office (multiple), Global Treasury, Global Legal Advisory and Captive Insurance activities.

ESTONE offers the necessary expertise in setting up companies in Mauritius and assisting with special licence applications. We provide full support during the application process to get the company properly set up and licenced in Mauritius. We also provide ongoing support for the administration of the business and management of the licence to ensure full compliance with all corporate and licensing requirements in Mauritius.

Domestic Companies

A non-citizen of Mauritius who either holds or controls the majority of its shares in a Mauritian Company, which intends to conduct business principally in Mauritius, must set up a domestic company.

A domestic company can be 100% foreign-owned and there is no minimum capital requirement.

Mauritius Freeport

A domestic company can also apply for a freeport licence for warehousing, transshipment and/or transformation of products in the freeport sector in Mauritius. The Mauritius Freeport is a customs-free zone providing traders and international investors with the necessary logistics for the transshipment, consolidation & storage and minor processing of goods for re-exports (transition of goods). Bulk‐breaking, re‐assortment, processing and assembly can be carried out in the Freeport before the products are re‐ exported to the Southern, East African and Indian Ocean markets. The Mauritius Freeport allows investors to take advantage of the Regional Trade Agreements and International Cooperation.

Tax Feature

A domestic company is liable to corporate income tax at 15% but may be subject to exemptions, tax holidays or other reductions in the tax rate as a result of the activities of the company. It is not subject to withholding tax on capital gains, dividends or exchange controls in Mauritius.

A domestic company needs to pay a Corporate Social Responsibility tax of 2% of its profits towards programmes that contribute to the social and environmental development of the country.

A domestic company engaged in the exportation of products is taxed at 3% on its profits.

A domestic company is also eligible to the various tax reliefs that are available under the double tax treaties in place.

VAT registration is compulsory for any domestic company with an annual turnover exceeding Rs 2 millions.