Authorised Company in Mauritius
Why setting up an Authorised Company in Mauritius
The Authorised Company Licence is a company whose business activities and control & management are outside of Mauritius. It also has its place of effective management outside of the Mauritian jurisdiction and is thus considered as a foreign company for tax purposes. This type of company does not have access to the Double Tax Avoidance Agreements network of Mauritius.
Besides its strategic location in the Indian Ocean between Africa and Asia, which make Mauritius the preferred jurisdiction for investments into and from Africa, the country boasts a number of distinctive attributes:
- Most business-friendly country in Africa (World Bank’s Ease of Doing Business Index)
- Robust regulatory framework and good corporate governance (Ibrahim Index of African Governance – IIAG) ;
- Hybrid legal system (Common Law and French Civil Code);
- Social and political stability;
- Diversified economy and culture;
- Extensive bilateral and multilateral agreements with African countries (including in areas of taxation, trade and investment)
- Reliable banking system
- Qualified and experienced workforce (English and French)
- No foreign exchange controls, capital gains, nor withholding tax
Strict ‘Anti-Money Laundering/Combating the Financing of Terrorism’ (AML/CFT) laws and the support to international initiatives such as OECD’s BEPS Action Plan and the Financial Action Task Force (FATF-GAFI), reflect the vision of the Mauritian government to promote the country as a transparent International Financial Centre, that does not only attract capital flows, but ensures the security of assets.
What kind of activities is an Authorised Company able to carry out in Mauritius?
Authorised Companies are appropriate for activities such as:
- Investment holding;
- Property holding;
- International trade;
- Management and consultancy;
- IT Services;
- Shipping and ship Management; or
- One-off transaction using a Special Purpose Vehicle.
However, as outlined in the Fourth Schedule to the Financial Services Act 2007, Authorised Companies are not allowed to perform the following activities:
- financial services, including banking;
- holding, managing, or dealing with a Collective Investment Scheme (or Fund) as a professional administrator;
- providing registered office facilities, or nominee, directorship and secretarial services, or other services to corporations; or
- providing trusteeship services.
Authorised companies are also prohibited to carry out any other activities that may damage reputation of Mauritius as an International Financial Centre (as determined by the FSC), or contrary to public interest. It is registered under the Companies Act 2001 and licensed by the FSC. The Companies Act 2001 is an updated version of the legislation since 1984. The law provides the latest rules and regulations in line with the international law to attract domestic and international investors.
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What are the requirements for an Authorised Company to establish in Mauritius?
To set up an Authorised Company in Mauritius, it is required that the company’s (other than a bank) majority of shares, voting rights, legal or beneficial interest are detained or controlled by a person or a group of people who are not Mauritian citizens. An individual or group of individuals having voting rights, legal or beneficial interest and others, will not be considered if the latter is of Mauritian citizenship.
While having its place of effective management abroad, an Authorised Company is also required to appoint a registered agent in Mauritius. A Management Company is specifically commissioned to act as permanently-registered agent, and is responsible for the administration of the company. A Management Company’s duties towards these companies include:
- filing of return of income with the Mauritius Revenue Authority (MRA);
- filing of a financial summary with the FSC;
- filing of any document required under relevant Acts;
- safekeeping of records (board minutes and resolutions, transaction records and such other documents as required by the FSC); and
- undertaking measures to combat money laundering and terrorist financing, and any other related offences as specified by the FSC.
In 2018, the MRA issued a Statement of Practice which describes the facts and circumstances to consider in determining if the control & management of a company is in Mauritius. A company has its control & management in Mauritius if it is the place where:
- the strategic decisions on the company’s core activities are taken in or from; and
- either a majority of the Board of Director’s meetings are held, or where the executive management of the company is regularly exercised.
If a company, incorporated in Mauritius, does not meet the above-mentioned conditions, it will be considered as non-resident.
As at 30th April 2021, there were 2,155 Authorised Companies, and the 6,279 Global Business Category 2 companies (which converts into Authorised Company after the 30th June 2021), in Mauritius.
Financial Services Commission of Mauritius – http://www.fscmauritius.org/
Economic Development Board Mauritius – edbmauritius.org
Mauritius Revenue Authority – http://www.mra.mu/
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