Beneficial Changes to The Corporate Landscape of Mauritius.
In the 2018 Budget a number of legislative changes were announced by the Government related to the types of Companies which exist in Mauritius. Whilst it took some time for these changes to be fully understood we now have a clear picture of how things are. In our opinion these changes are of significant benefit to our clients.
The main driver behind the change being The Mauritius Government wish to “harmonise” the main existing types of companies listed above.
In Mauritius, under the Pre-2019 system we had three main types of Company Available (note. there are others but this article will focus on the main 3).
- The Global Business Licence Category 1 (GBC1) Type Company
- The Global Business Licence Category 2 (GBC2) Type Company
- The Domestic Company
Under the Post 2019 system we still have 3 main company types albeit different from the above such as:-
- The Global Business Licence Category Company Type (GBL)
- The Authorised Company Type (AC)
- The Domestic Company
Some GBC1 Type Companies have already been automatically converted to GBL Type Companies, however those set up before October 2017 have a grandfathering provision regarding taxation until June 2021.
GBC2 type Companies will have to “convert” to AC Companies. However there is a “Grandfathering” provision for all GBC2 companies set up before 16th October 2017 until June 2021 where they will still not be taxable here, but they must still convert to AC Companies before the deadline. Our team will assist you with this simple procedure.
AC companies are not resident here and not taxable here as long as the Place Of Effective Management is outside of Mauritius and they cannot trade within Mauritius or use any Double Taxation Agreements.
Domestic Companies will more or less remain as they were, except that those set up after Jan 2019 who have Non Mauritian Citizens as shareholders will only be allowed to do business within Mauritius. Otherwise a GBC or an AC must be used. Any Domestic Companies set up before the deadline are unaffected.
GBC1 Changes to Taxation.
For GBC1 Companies, pre 2019 any profit derived from within Mauritius was taxed at 15% and any derived from outside of Mauritius at 3% as there was a blanket tax credit of 80% of all foreign derived profit.
So previously for example if a GBC1 earned 1000 USD in Foreign profit 800 USD (80%) of it was not taxable and 200 USD of it was taxed at 15% giving an overall tax on the 100 USD at 3% or 30 USD Tax.
This will be changed. Any GBC1 companies set up before October 2017 will have a grandfathering provision until June 2021 and after this date the new taxation schedule shall take effect.
Having said that the changes still make provision for a company to still only pay 3% tax on qualifying foreign income by way of an 80% “Foreign Income Tax Exemption” as follows:-
Introduction of an 80% exemption regime on the following income:
- Foreign dividend, subject to amount not allowed as deduction in source country
- Foreign source interest income
- Profit attributable to a permanent establishment of a resident company in a foreign country
- Foreign source income derived by a Collective Investment Scheme (“CIS”), Closed End Funds, CIS manager, CIS administrator, investment adviser or asset manager licensed or approved by the Financial Services Commission (“FSC”)
- Income derived by companies engaged in ship and aircraft leasing
A Brief Look at Authorised Companies.
CONDITIONS FOR SEEKING AUTHORISATION TO OPERATE AS AN AUTHORISED COMPANY
- The majority of shares or voting rights or the legal or beneficial interest in a company incorporated under the Companies Act are to be held or controlled, as the case may be, by a person who is NOT a citizen of Mauritius;
- Proposed business or conducted business to be principally based outside of Mauritius OR to be conducted with the following category of persons:
- A holder of a Global Business License;
- An Authorised Company;
- A holder of a Category 1 or Category 2 Global Business License issued on or before 16 October 2017; and
- For the company to have its place of effective management outside of Mauritius, i.e. strategic decisions relating to the company’s core income generating activities are made outside of Mauritius and either the majority of the Board of directors’ meetings are held outside of Mauritius or the executive management of the company is regularly exercised outside of Mauritius.
RESTRICTED BUSINESS ACTIVITIES
An Authorised Company shall NOT conduct the following business activities:
- Financial services;
- Carrying out the business of holding or managing or otherwise dealing with a collective investment fund or scheme as a professional functionary;
- Providing of registered office facilities, nominee services, directorship services, secretarial services or other services for corporations;
- Providing trusteeship services by way of business.
POSSIBLE ENGAGEMENTS IN MAURITIUS
An Authorised Company shall be held to be conducting business outside Mauritius notwithstanding that it engages in the following dealings and transactions:
- Investing in any securities listed on a securities exchange licensed under the Securities Act 2005;
- Opening and maintaining with a bank an account in foreign currency;
- Holding any share, debenture, security or any interest in or otherwise dealing or transacting with a corporation holding a Global Business Licence;
- Entering into a business relationship with the holder of a Management Licence or a law practitioner, legal consultant, law firm or a qualified auditor in Mauritius.
TAX RESIDENCY AND ANNUAL TAX RETURNS
As per newly introduced Section 73A in The Income Tax Act in Mauritius, a company which is incorporated in Mauritius but which has its place of effective management outside Mauritius, shall be treated as non-resident, therefore Authorised Companies are non-resident for tax purposes in Mauritius. Nevertheless, they are still registered with the Mauritius Revenue Authority and are required to submit a return of income on annual basis.
An Authorised Company is required to file a financial summary (an abbreviated balance sheet) with the Financial Services Commission (Mauritius) once in every year. The filing is due 6 months after company’s Financial Year End date.
An Authorised Company is, at all times, required to have a registered agent in Mauritius which shall be a management company licensed and regulated by the Financial Services Commission (Mauritius).