Company Formation Mauritius, offshore company formation, offshore company, limited company, company formation UAE, Cyprus, Belize
Company Formation Mauritius: Professional offshore incorporations and offshore banking services
- Tax planning via a network of international tax advisers and attorneys
- Why form a company in a foreign country with a tax accountant specialized in international tax law?
- Basic Considerations regarding the Formation of Companies in „Zero-Tax Havens“ i.e. in countries that have not entered into Double Taxation Agreements with other countries
- Offshore Company Formation: Tax haven rankings
- Download all Company Information
- Examples for the legal reduction of corporate taxes
- DTA permanent establishment concept
- Parent companies and their subsidiaries in the European Union
- OECD: Articles of the Model Convention with Respect to taxes on income and on capital
- Beware of cheap founders!
- Information about the company formations in English
- Table of Fees: International Business Formations
- Basic considerations within the framework of international taxation
Company formation Mauritius
Mauritius, an independent and sovereign nation, strategically well located in the Indian Ocean, has earned a solid reputation as a world class international financial services hub, providing operational security and commercial flexibility to investors. It is recognised as a modern, innovative, and user-friendly legislation jurisdiction, with internationally recognised standards of regulatory practices.
Offshore financial services were first introduced to Mauritius in 1992, when a progressive programme of comprehensive legislation was passed to enable their development. Today, Mauritius is emerging as a respectable international offshore financial centre in the Southern Hemisphere, with the financial sector becoming an important fourth pillar of the economy after tourism, agriculture, and industry.
A modern and flexible legislation for the financial services industry, comfortable foreign exchange reserves, a highly educated and productive workforce with a literacy rate of some 86%, and a robust and diversified economy, make the island a most coveted place for business.
Mauritius has a relatively sophisticated banking sector with a great number of international banks in operation. The banks are engaged in a wide range of internationally based business, including private banking, deposit-taking and lending, foreign exchange trading, fund management, investment advisory services, trade financing, and securities custodial services.
Mauritius is a member of the Common Market for Eastern and Southern Africa (COMESA) and Southern African Development Community (SADC), a member of the British Commonwealth, and is associated with the European Union as an ACP member state.
Company formation Mauritius: Types of Company
Mauritius Private Company Limited by Shares
A private company is one which says it is private in its constitution and which restricts the transfer of its shares, which cannot be offered to the public; there is a minimum of 1 and a maximum of 25 members.
A private company can be exempt or non-exempt: exempt companies are those which have issued share capital and reserves below MR 1m and turnover below MR 2m. Exempt private companies are required to present their accounts in accordance with accounting practices and principles that are reasonable in the circumstances and having regard to any requirements set out in regulations made under the Companies Act. (Exempt status is not available to offshore companies other than through the GBC2 – old International Company – form).
The Company Limited by Guarantee may be used only for a non-profit organisation. The liability of the members is limited to the amount they have undertaken to contribute to the company; there must be a minimum of MR 5,000 of guarantees.
A public company is defined as one which is not a private company and which has at the end of its name the words ‘Public Limited Company’ or ‘P.L.C.’. A public company must have a minimum of two members.
A company incorporated outside Mauritius can register itself in Mauritius and will then be treated for most purposes as a Mauritius-incorporated company. Under the old legislation its status was properly that of a branch, but the new Companies Act provides for continuation under Mauritian law. The following documents need to be provided to the Registrar:
- Notarised Certificate of Incorporation and Constitution (Memorandum and Articles of Incorporation);
- List of directors and details of the powers of local directors;
- Particulars of registered office in Mauritius;
- Names of two resident persons authorised to act on the company’s behalf in Mauritius, and their declaration.
Financial accounts have to be lodged with the Registrar within three months of the company’s annual general meeting.
Direct ownership by foreigners of an onshore Mauritian company, or part of it, requires permission from the Prime Minister’s Office, which is not automatic if the activity to be carried on is one which is in competition with Mauritian-owned companies.
Mauritius GBC1 Company (Offshore Company)
The Global Business Company Category 1 (GBC1) replaced the old Offshore Company under the Companies Act 2001.
In terms of the Financial Services Development Act 2001, a GBC1 is defined as a company engaged in qualified global business and which is carried on from within Mauritius with persons all of whom are resident outside Mauritius and where business is conducted in a currency other than the Mauritian Rupee. A GBC1 may be locally incorporated or may be registered as a branch of a foreign company. The business of an GBC1 Company must be conducted in foreign currency other than for day-to-day transactions; and GBC1 companies must not do business in Mauritius, other than to take professional advice, employ local labour, and to rent property.
A GBC1 Company is treated as resident, and has access to Mauritius’ double tax treaties, subject to possession of a Tax Residency Certificate.
GBC1 companies are suited to public financial operations such as fund management; for holding private assets, a GBC2 (International) Company or an Offshore Trust (see below) is more suitable.
By the end of 2009, 75% of all GBC1 companies were operating in the field of investment holding. Other activities of GBC1 companies included: Collectives Investment Schemes, Financial Business Activities, Trading, Consultancy, Closed-ended Funds, ICT and Intellectual Property.
Mauritius GBC2 (International Company)
The Global Business Company Category 2 (GBC2) replaced the old International Company under the Companies Act 2001. The International Company (IC) is the Mauritian equivalent of the International Business Company found in many offshore jurisdictions. It was established by the International Companies Act 1994, but is now constituted under the Companies Act 2001.
An GBC2 can take any of the forms permitted under the Companies Act 2001. Unlike the Offshore Company, the IC used to be able to issue bearer shares, but this is no longer permitted – however, in other respects the share structure can be flexible:
- 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;
- Shares may be issued with or without par value;
- Redeemable preference shares may be issued;
- Only one shareholder and one director are required.
However, a GBC2 is treated as non-resident, cannot get the benefit of Mauritius’ double tax treaties, and cannot operate in the Free Port. Mauritian citizens are not permitted to own shares in a GBC2. There are a number of other restrictions on GBC2s; they may not:
- Raise capital by public subscription;
- Carry on banking or insurance business;
- Own real property in Mauritius;
- Own or manage a collective investment fund;
- Provide nominee services, or provide trustee services to more than three trusts.
GBC2 companies are not required to file annual accounts, and confidentiality may be preserved through the use of nominee directors and shareholders.
The Limited Life Company (LLC) was introduced by the Offshore Business Activities (Companies) Regulations 1995. This form is not available to onshore companies, but only to GBC 1 and 2 Companies.
The LLC allows the dissolution of the company on the occurrence of specified events, and has the nature of a partnership under US tax law. It is often used for private fund management or investment purposes.
The Companies Act 2001 provides for LLCs, unlike the 1984 Act.
A Global Business Company may apply to the Registrar of Companies either at the time of incorporation, continuation or after to be designated as an LLC.
The general partnership in Mauritius is governed by the Code de Commerce and is known as the Societe en Nom Collectif. Partners may be individuals or companies. In a general partnership, a partner’s liability is unlimited. Under the Code de Commerce Amendment Act 1985, general partnerships can acquire offshore status.
The Finance Act 1996 further improved the situation of offshore partnerships, allowing them the benefit of Mauritius’ double tax treaties.
The limited partnership in Mauritius is governed by the Code de Commerce and is known as the Societe en Commandite Simple. Partners may be individuals or companies. A limited partnership consists of one or more general partners with unlimited liability, and one or more limited partners, who are liable only to the extent of their capital contributions. Under the Code de Commerce Amendment Act 1985, limited partnerships can acquire offshore status.
The Finance Act 1996 further improved the situation of offshore partnerships, allowing them the benefit of Mauritius’ double tax treaties.
The status of sole trader is widely used in Mauritius, and is governed by the Code de Commerce. The business name of a sole trader, who has unlimited responsibility for his liabilities, must be registered with the Registrar of Companies, if it is other than the name of the sole trader. An annual return must be submitted to the Commissioner of Income Tax.
Mauritius Offshore Trusts are set up under the Trusts Act 2001 (they used to fall under the Offshore Trusts Act 1992); the regime for trusts is based on English common law. Offshore trusts are subject to the following conditions:
- The settlor must not at any time be a resident of Mauritius, although an offshore company can be a settlor;
- At least one trustee must be resident in Mauritius; offshore companies (which are deemed to be resident) can be trustees if authorised by the FSC;
- Trust property must not include real property situated in Mauritius.
Trusts pay a one-time registration fee; there are no disclosure or annual reporting requirements.
Why form a company in a foreign country with a tax accountant specialized in international tax law?
The prospect will find numerous agencies specialized in foreign company formations in the internet. As a rule, however, these companies do not employ Tax Accountants specialized in international tax law. Frequently, such formation agencies are not – or only insufficiently – versed in international tax law, or are not permitted to provide advice on legal or tax matters in countries as a consequence of the Legal Advice Act. Formation agencies – or even Tax Accountants – located in the forming countries (for example: Cyprus, Belize etc…) often are only knowledgeable in domestic tax law. If one takes a look at the relevant internet offers, it quickly becomes apparent, that a great deal of the providers publish incorrect or insufficient information, working according to the strategy “The cheaper the better”.
The following factors, among others, are to be observed within the scope of international tax planning / company formation in a foreign country:
-Most countries have laws for the prevention of tax evasion and/or have laws that formulate the right to impose taxes domestically. It is not in the interest of these countries, that companies and individuals have their income taxed in foreign countries, even though “in truth” the managerial supervision is located domestically and / or the activities are transacted / performed domestically and / or “in truth” the taxpayer resides in country and/or a production site is not installed in the foreign country. In many countries, (for example: USA and Germany) “tax evasion” is, in fact, a criminal offense. For this reason, it is somewhat naive to believe, that the right to impose taxes can be relocated to a foreign country, by simply investing a few hundred Euro for the formation of a company in a foreign country. It is true, that almost everything can be done, however domestic tax laws must be observed and – to the extent a production site is not installed in a foreign country, or no site for the exploitation of mineral resources or construction works, whose duration is greater than 9-12 months exist (in the event a Double Taxation Agreement exists this will always constitute a permanent establishment), the impression must be avoided that the foreign company is just a „bogus company”.
– The permanent establishment in a foreign country:
1. Managerial supervision
A production site, a site for the exploitation of mineral resources or construction works, whose duration is greater than 9-12 months, always constitutes the establishment of a place of business in the formation country – at least in the event of a DBA-situation (Double Taxation Agreement). Otherwise the definition of a permanent establishment is based, among other things, on the “place of managerial supervision”. As a rule, this means that a resident of the formation country (ordinary residence) acts as the Company Director. Either the client relocates his ordinary residence to the formation country and acts as the Director of the company himself OR a citizen of the formation country is hired to take the position of Director OR the client himself acts as the Director, and provides proof that he is present in the formation country to perform customary managerial supervision OR our Law Firm in the foreign country provides a Nominee Director.
In the event, a Nominee Director is provided the following factors must be observed:
-The responsibilities of the Nominee Director should be performed by an Attorney or Tax Consultant in the formation country of the company (in the case of a legal entity as a Trustee Director of a Law Firm). This ensures, that the trustee relationship is not disclosed for “incidental” grounds. Only attorneys can effectively protect the trustee relationship from third party access. It goes without saying, that attorneys will demand the corresponding fees and will not just demand a few Euros for their services as a Trustee Director.
Under certain conditions, it can even be required or useful, that a person in the formation country is employed as the Director of the company, i.e. with an employment contract between the company and the Director, payment of payroll taxes and social security contributions; to the extent they are collected. We are also able to provide such an “employed Director”.
The so-called “Formation Directors” are “absolute nonsense”, who resign after the company has been registered and transfer the company and position to the actual beneficiary. In this situation, the “actual Director” can quickly be identified. A Trustee Director must of course be registered and reachable during the entire agreement term.
One “can” deviate from such an arrangement, if the foreign company is formed in a country, which has not entered into a Double Taxation Agreement and / or a Mutual Legal Assistance (MLA) Agreement.
An “Offshore Director is also “absolute nonsense”, an example of this is that a legal entity acts as the Director of an English Limited in Belize. Such a constellation is “asking for it” i.e. asking to be accused of “Avoidance Abuse” and of course, such a company will not be able to open an account or be issued a Value Added Tax ID Number.
2. The place of business in a foreign company
A “Post Office Box” or an “Answering Machine” does not constitute an ordinary place of business. Accordingly, “Registered Office Addresses” do not meet the prerequisites for a proper place of business.
The minimum requirements of a proper place of business are:
- Serviceable postal address, also for registered mail
- Reachable by telephone during normal office hours, personal call reception with the name of the company.
It does not always have to be “large offices”, but it must not be a post office box. The configuration / structure of the place of business is to a high degree dependent upon the company activities. If one assumes that a company can only perform its business activities, if it has 3 offices and 4 employees on-site, then a pure virtual office would indeed appear rather odd. In this situation a “sense of proportion” is required, everything must be plausible.
3. The company account in a foreign country
Many formation agencies offer “help in opening an account”. This means, in plain English, that an account is not opened, for example an English bank will not open an account, if the Director resides on Belize (unless he is present at the opening of the account, which is not probable). Also many banks will not open a company account, in the event only bearer shares are issued (with the exception that the owners are present at the opening of the account or in certain countries such as Switzerland or Belize. However, in these countries the owners must at least be disclosed to the bank and often must be present at the opening of an account.) “Just fill out a few forms” and the opening of an account is done, is, in most cases, nothing but a fairytale and has nothing to do with real-world business practices.
-Taxes must not be paid in tax-haven countries?
Also in this case, a great deal of nonsense is published in the internet. In reality, there are only very few “zero-tax havens”, like for example the Cayman Islands. In fact, many countries (Belize, BVI, Nevis etc…) offer the formation of so-called offshore companies (as a rule International Business Companies, IBCs), i.e. companies who only transact business and generate revenues outside the country, however onshore companies (companies, who transact business domestically) are indeed taxed. Offshore companies must of course provide proof, that they only transact business outside of the country, and they must of course keep their books in order. In addition, there are a series of other taxes (withholding tax, capital gains tax, inheritance tax, property tax, income tax etc…) that may be of interest to our clients and may under certain circumstances be levied in “tax-haven countries”.
– Are tax-haven countries always the most suitable countries for the formation of a company?
Certainly NOT. Tax-haven countries are defined as countries that have not entered into Double Taxation Agreements, Mutual Legal Assistance (MLA) Agreements, or extradition treaties for fiscal offences with other countries that at a minimum do not tax revenues that have been generated outside of the country.
The “screening effect” is not in effect against double taxation, specifically due to the lack of a Double Taxation Agreement. If a company, located in a tax-haven country is, for example, a stockholder of a company in Germany or the USA, in that event dividends distributed to such company in a tax-haven country are subject to the full withholding tax in Germany or the USA; while Double Taxation Agreements, as a rule, limit the withholding tax rate to 5%. Double Taxation Agreements also define under which circumstances the prerequisites for the existence of a permanent establishment are met and that a stock of goods or merchandise (warehouse), a permanent agent or a representation in another contracting state as a rule do not constitute a permanent establishment. Should, for example, a company in Belize maintain a stock of goods or merchandise (warehouse) in another country, this warehouse as a rule does constitute a permanent establishment in the other country, i.e. taxation of the proceeds generated there.
Also the EU Parent Subsidiary Directive does not apply to tax-haven countries. This can have substantial disadvantages for associated companies; because in the case of the application of the EU Parent Subsidiary Directive the dividends distributed between the companies are tax-free (this fact of course is only advantageous to clients from EU states).
Companies in tax-haven countries do not receive Value Added Tax IDs. This could result in substantial disadvantages, if these companies want, for example, to transact business with European companies.
In addition, if one considers the fact that for example Cyprus (EU Member, Double Taxation Agreement with almost all countries) has an income tax of only 10% or the Canton of Zug in Switzerland has a total tax burden of 15.5% for companies or that the EU special economic zones (Maderia, Canary special economic zone) entice with income tax rates below 5%, one should ask oneself the question, if the formation of a company in a tax-haven country is really the correct alternative.
Factors, such as “economic and political stability”, play also a major role. Example Belize: As long as the British military protects Belize against territorial claims of its neighbor Guatemala, investments can reasonably be made. If the protectors withdraw, one can assume the worst will happen. Should one decide to make an investment, one should take out an insurance policy against imminent domain.
Of course, good reasons may exist with regard to forming a company in a tax-haven country. Specifically the fact that Mutual Legal Assistance (MLA) Agreements, and extradition treaties for fiscal offences do not exist and that many tax-haven countries do not maintain a commercial register, can be very helpful in certain constellations.
And of course there are also clients, who setup an “actual company” in tax-haven countries, with offices, employees and an employed Managing Director who maintains his ordinary residence in the foreign country. In such cases, of course, the situation is to be assessed differently.
– Tax Planning within the scope of “associated companies”
Within the scope of associated companies, it is of extraordinary importance, if the EU Parent Subsidiary Directive is applicable and / or if a Double Taxation Agreement has been entered into and / or if the respective country levies withholding tax on outgoing distributed dividends. This – and other details – must be considered in international tax planning.
-Tax Planning within the scope of Holding companies
Numerous details must also be observed in the formation of a foreign holding:
- Location of the subsidiaries (DBA-Situation, EU, Non-DBA Situation?)
- Advantages and disadvantages of individual holding locations, with regard to the high priority objectives
- How are non-holding-activities taxed in the seat country of the Holding?
- Does a holding privilege even exist (for example Cyprus, Switzerland, Spain), i.e. no taxation on the distribution of incoming dividends (for example, Cyprus, Switzerland, Spain, the Netherlands) or low taxation?
- How are outflows /dividend distributions of the Holding taxed, if they are distributed out-of-country or distributed in-country (withholding tax)?
- How are interest and license payments of the Holding taxed?
- How are deductions due to losses from sale and write-downs to the lower going concern value addressed?
- How are deductions of expenditures for interests / stockholder debt financing addressed?
Offshore Company Formation
We are a network of international tax advisors and attorneys, with focus of interest on foreign formation of businesses for the legal minimization of taxes,limitation of liability and/or restart after domestic insolvency. We are able to found the following companies:
- English Limited (21% income tax for medium-sized businesses up to a profit of £300,000, EU company: EU freedom of establishment applicable, therefore EU directive on parent companies and their subsidiaries, DTA concept)
- Cypriot Limited (10% income tax rate, independent of profits, no taxation of distribution of profits, EU company: EU freedom of establishment applicable, therefore EU directive on parent companies and their subsidiaries, DTA concept)
- Bulgaria (10% income tax rate, independent of profits, no taxation of distribution of profits, EU company: EU freedom of establishment applicable, therefore EU directive on parent companies and their subsidiaries, DTA concept)
- US Corporation (pure form of stock corporation, taxes depending on the kind of activity and on federal state, DTA concept)
- Company Formation United Arab Emirates (NO taxes, except for banks, oil companies and chemopetrol enterprises, DTA concept)
- Companies in Liechtenstein (low taxes, depending on purpose and legal form, offshore, no DTA concept)
- Swiss GmbH (low taxes depending on canton, DTA concept)
- Company Formation Belize,BVI,Cayman Islands,Nevis,Isle of Man,Panama,Seychellen (NO taxes)
Our English company is mainly consulted by clients from high tax countries in the EU, such as Danish and Swedish clients. In particular for these clients, there are broad opportunities within the framework of double tax agreements, EU freedom of establishment and the EU directive on parent companies and their subsidiaries to legally reduce the tax load in their domestic country (e.g. Sweden, Denmark), or to place the sole right of taxation abroad. Click here for examples…
The fees for formation of businesses depend on the services:
- Formation of the company, entry in the commercial register, any required documents, apostille
- Nominee services: nominee direktor/supervisory board, nominee partner/shareholder
Please note: Nominee services are required, if the founder of the company has his centre of vital interests in a state other than the state of the company’s registered office, i.e. for example not in England in case of an English Limited company, but the state of registered office should still be entitled to the right of taxation: “place of business management” as the place of tax law permanent establishment according to double taxation agreement (DTA). Therefore, nominee services may be required, provided that the actual founder wants to remain unknown, e.g. after insolvency or prohibition of trade. It is important that the nominee is an attorney or tax office, respectively, in the formation state (state of registered office), and that the nominee can always be reached. Any “cheap founders” do not install any attorney or tax office as nominees, which may have disastrous consequences for the client.
- Domicile in the formation state: domicile address in the foundation state, deliverable postal address, mail forwarding service, telephone, fax
Please note: If taxation is to be effected in the state of registered office, for example in England, domicilation must meet the requirements of a regular registered office. A “mailbox” or an “answering machine” does not constitute a regular registered office, and may lead to the assumption of a bogus company (beware of cheap founders!)
- Opening of an account for the company, including internet banking and VisaCard
Please note: Most cheap founders only offer “help with opening a bank account”. The company usually does not get any bank account and/or the nominee has access to the bank account. We install a bank account for the company in the state of the company’s registered office, with sole account authority for the client!
Please send us an E-Mail with your objectives. We require the following details:
- Where are you resident (as natural person) according to tax laws?
- What are your objectives (e.g. reduction of corporate taxes, indemnity, capitalization, restart after insolvency)
- Would you like to actively do business in the foundation country (state of registered office) of the company (such as industry), or do you not intend any active business in the foundation country?
We will then explain any possible constructions in a summary with advantages and disadvantages. Any futher consultation (per e-mail, telephone or in our office) will be charged at € 70.00 per hour.