Global Business Corporations in Mauritius: Structure and Licensing

The Global Business Corporation occupies a central role in Mauritius as an international financial centre. Incorporated under the Companies Act 2001 and licensed under Part II of the Financial Services Act 2007, a GBC provides the legal vehicle through which cross-border investment, holding, and treasury activities are conducted from Mauritius.

Incorporation and Licensing

Section 74 of the Companies Act 2001 permits the incorporation of a company that proposes to carry on business principally outside Mauritius. Such a company must obtain a Global Business Licence from the Financial Services Commission before commencing business. The application must satisfy the FSC, among other things, that the applicant has adequate substance in Mauritius, has appointed a licensed management company, and has at least two directors resident in Mauritius.

The Economic Substance Act 2018 imposes additional requirements. A GBC carrying on a relevant activity, as defined in the Economic Substance (Companies and Limited Partnerships) Act 2018, must demonstrate adequate economic substance in Mauritius. The regulations prescribe minimum expenditure thresholds and require that the direction and management of the entity takes place in Mauritius.

Tax Treatment

Section 232 of the Income Tax Act 1995 provides that a GBC is resident and domiciled in Mauritius for tax purposes. The standard corporate tax rate is 15 per cent. Dividends paid by a GBC to non-residents are exempt from withholding tax under Section 106 of the Income Tax Act 1995.

The practical significance of the Mauritian GBC lies in its treaty access. Mauritius maintains Double Taxation Avoidance Agreements with over 46 countries. The India-Mauritius Treaty, originally signed in 1982 and amended by Protocol in 2017, illustrates the position. Under the amended treaty, capital gains on the disposal of shares derive from the jurisdiction in which the shares are situated. A transitional exemption applies to acquisitions made before 31 March 2017.

The Privy Council's decision in Betamax Ltd v State Trading Corporation Mauritius [2021] UKPC 14 affirmed the enforceability of arbitration awards involving Mauritian entities, reinforcing the jurisdiction's credibility as a seat for international commercial activity.

Compliance

GBCs must file audited accounts with the FSC annually and comply with the Financial Intelligence and Anti-Money Laundering Act 2002 in full. Beneficial ownership information must be maintained and made available to the FSC on request.

This article is for general information purposes only and does not constitute legal advice. Specific advice should be obtained in relation to individual circumstances.