Global Business Company Category 2 (GBC2)
General Information

Mauritius is strategically located in the Indian Ocean with a favourable time zone (GMT + 4). It is one of the fastest growing offshore financial centres in the offshore world. Mauritius' ever expanding network of double taxation treaties has made it the major route for investments into China, India, Indonesia as well as South Africa. After the Financial services Development Act (2001), Mauritius offers two types of offshore companies most frequently used by international investors: Global Business Company Category 1 (GBC1) and Global Business Company Category 2 (GBC2).

   
 
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A Company holding a Category 2 global business licence (Global Business Company 2) must be incorporated under the Companies Act 2001 as a private company, it must not conduct business with any Mauritian resident (a Mauritian resident cannot have any beneficial interest in the company) and must not conduct business in Mauritian Rupees. GBC2 companies are relatively cost-effective, very flexible and completely tax-exempt offshore vehicles. Information relating to a GBC2 is confidential and not available for public examination. A GBC 2 company can carry out the following business: Non-financial consultancy, IT services, logistics, marketing, shipping, ship management, non-financial trading, passive investment holding. A GBC2 Company is prohibited from:

  • Undertaking business transactions with Mauritius residents or in the Mauritius Rupee
  • Owning any interest in real estate situated in Mauritius.
  • Having as beneficial owner an individual or resident in Mauritius.
  • Holding shares or debentures or any interests in a Mauritius domestic company.
The GBC2 Company shall be a private company and have a registered agent, and a registered office in Mauritius. We provide these services when we incorporate your company and we are available for the transfer of existing companies to our registered agent service in Mauritius as well. The application for a Category 2 Global Business Licence has to be processed by a registered agent to the Financial Services commission, 'FSC'. The application should ideally identify the beneficial owner(s), otherwise the FSC will accept the names of the members, however the registered agent must have full details of the beneficial owner maintained at their registered office and this information must be made available to the FSC on request.

The Registration of a GBC2:
The procedures to incorporate a GBC2 are as follows:

Name of the company : Mauritius GBC names must end with Limited, Corporation, Incorporated, Public Limited Company, societe Anonyme, societe Anonyme a Responsabilite Limitee, Sociedad Anonima, Berhad, and Proprietary, Naamloze Vennootschap, Besloten Vennootschap, Aktiengesellschaft or the relevant abbreviations to denote Limited Liability. The following names to be used, require licensing: The following names or their derivatives: assurance, bank, building society, Chamber of Commerce, chartered, co-operative, government, imperial, insurance, municipal, royal, state or trust and any name which in the opinion of the Registrar suggests the patronage of the President or the Government of Mauritius are generally prohibited.

Memorandum and Articles of Association : In order to incorporate a GBC2 a Memorandum and Articles of Association and a Certificate from the Registered Agent confirming compliance with the requirements of the Ordinance must be filed with the Registrar of Companies. The application must be supported by a Legal Certificate issued by a local Lawyer certifying that local requirements have been complied with. Finally, directors and shareholders must execute consent forms and these must be filed with the Registrar of Companies. Companies holding a Category 2 Global Business License cannot trade within the Republic of Mauritius. The documentation may be expressed in any language but must be accompanied by a certified English translation.

Shareholders : A minimum of one shareholder is required, who may be an individual or a corporate body. Directors : The GBC 2 must have at least one director, which can either be an individual or a corporation. Directors can be of any nationality or residence.

Company Secretary : It is optional to have a company secretary. The share capital : There is no minimum capital requirement although at least one share must be issued and paid up. Registered shares and a variety of shares such as preferred, redeemable, and fractional are allowed.

Registered office and Agent : Every GBC must have a Registered Agent and a Registered Office in Mauritius. The Registered Agent must be qualified to act as such, such as a Lawyer, licensed Management Company, etc.

Taxation : A Company holding a Category 2 Global Business License does not pay any tax on its world-wide profits to the Republic of Mauritius authorities.

Audit and financial returns : Companies holding a Category 2 Global Business License are required to maintain financial statements to reflect their financial position with the Registered Agent but are not required to file accounts with the authorities.

Meetings : The directors and the shareholders meetings need not be held in Mauritius as there is no requirement for an Annual General Meeting. All meetings may be held outside Mauritius, by telephone or other electronic means. The registers and minutes of meetings must be kept at the registered office.

 

 
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