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Both the Global Business Company (‘GBC’) and the Authorised Company (‘AC’) offer high confidentiality and the choice between the two types of companies will depend on a number of factors including the proposed activities of the company and the target markets. The GBC and the AC can undertake a wide range of activities ranging from investment holding (SPVs) to trading.

The GBC is resident for tax purposes in Mauritius and can thus avail itself of the benefits of the double taxation treaties signed by Mauritius subject to certain substance requirements conditions being observed. The GBC may conduct part of its business on the domestic Mauritius market provided that the majority of its business is undertaken outside of Mauritius.

On the other hand, the AC is normally non-resident for tax purposes and is therefore not liable to pay income tax in Mauritius. The AC is typically used where no tax treaty benefits are sought.

A trust generally involves three parties – the settlor or grantor (the original owner of the assets) sets up the trusts and commits to formally gifting certain assets into the trust. The trustees assume the responsibilities of managing and overseeing the trust assets for the benefit of the current and often future beneficiaries. The trustees have a fiduciary relationship towards the beneficiaries. The trustees are the legal owners of the assets in the trust.

Trusts allow for flexibility and control over where, when and under what conditions assets are used or distributed for the benefit of beneficiaries.

The possibility to set up and administer Foundations in Mauritius further reinforces the jurisdiction as a platform for wealth management, succession and estate planning. Endowed with legal personality with certain characteristics of a regular company, a Foundation may be a structure with more familiar characteristics.

Basically, a foundation is established by a Founder who donates assets to a Foundation. The objects of the Foundation can be either charitable and non charitable, or both simultaneously, and can be either for the benefit of persons or class of persons or to carry out a specified purpose. The Founder’s intentions for the Foundation are set out in a charter to determine how the assets are to be dealt with, for what purpose or for whose benefit, although such objectives can be less specific provided the mechanism by which such decisions are to be made is clearly defined.

Foundations are usually used for asset protection, inheritance planning, wealth management, charitable purposes and general asset holding purposes.

In Mauritius, funds are generally structured as companies, limited partnerships and protected cell companies and are authorised to operate as either an open-ended fund or a closed-end fund under the Securities Act 2005.

A fund can be self-managed or appoint a CIS manager subject to the approval of the FSC. However, most funds choose to incorporate a CIS Manager, also known as a Investment Manager, in Mauritius in order to manage the CIS. Though this is not compulsory, it can help strengthen the tax residence of the CIS in Mauritius. The stakeholders of the Investment Manager will have to demonstrate a proven track record in fund management to be granted a licence by the FSC.

A Protected Cell Company (“PCC”) is a corporate structure in which a single legal entity is comprised of a core and several self-contained Cells that have separate assets and liabilities which are ring-fenced from other cells. PCC in Mauritius is governed by the Protected Cell Companies Act 1999 and the Protected Cell Companies (Amendment of Schedule) Regulations 2005. Main Features of a protected cell company:

A PCC may create one or more Cells

A PCC is a single legal person

The creation of a PCC does not create in respect of that Cell, a legal person separate from the company

The assets of a PCC can be either Cellular assets or non-Cellular (Core) assets

A PCC may in respect of any if its Cells, create and issue shares (“Cell shares”)

A PCC may pay a Cellular dividend in respect of Cell shares

The Variable Ca[ital Company (VCC) can operate as a standalone entity or as an umbrella structure comprising different sub-funds and Special Purpose Vehicles (SPVs).

The VCC can be an efficient vehicle for fund managers having different investment strategies and motives as the VCC can have various sub-funds under its aegis operating as either open-ended funds or closed-end
funds. The VCC including its sub-funds and SPVs can share the same board of directors at the VCC level, fund manager, CIS administrator and any other service providers which ultimately bring down the overall costs.

The sub-funds and SPVs in a VCC Structure can opt for a separate legal personality and appoint their own board of directors for independence.

A SPF is a Collective Investment Scheme (“CIS”) or a Closed-End Fund (“CEF”) authorised by the FSC as a Special Purpose Fund, which shall offer its shares, solely by way of private placements, to investors having competency, significant experience and knowledge of fund investment. A SPF shall have a maximum of 50 investors and a minimum subscription of USD 100,000 per investor and shall at all times be managed by a CIS manager and administered by a CIS administrator.

A SPF is a tax-exempt vehicle under Mauritius law. All interest, rents, royalties, compensation, and other amounts paid by an SPF to a non-resident are considered as exempt income.

A Limited Partnership is a blend of partnership with a private limited company. It gives owners the flexibility of operating as a partnership while having a separate legal identity. A Limited Partnership requires at least one General Partner (“GP”) and one Limited Partner (“LP”). The GP is the deciding body of the Limited Partnership and has the authority to conduct and manage the business and affairs of the Limited Partnership and exercise all its rights, powers and authority. The LP’s liability is limited to the capital contributed or agreed to be contributed in the Limited Partnership and cannot execute documents on behalf of the Limited Partnership nor bind the Limited Partnership.

Advantages of the Limited Partnership entity compared to other structures:

Limited Partnerships are normally tax transparent vehicles, i.e., the partners are liable to income tax on their share of income from the Limited Partnership. The Limited Partnership, however, may opt to be liable to income tax on its taxable income.

The liability of the LPs is limited to the amount which they have contributed to the Limited Partnership.

The day-to-day duties and responsibilities of the Limited Partnership are dealt by the GPs with minimal intervention from the LPs.

The LPs rank pari-passu in respect of their return of their contributions.

A domestic company, also referred to as a local company, is defined as being a company incorporated under the laws of Mauritius and governed by the Mauritius Companies Act 2001. The domestic company is resident in Mauritius and may have access to the Double Taxation Agreements (DTAs) which Mauritius has entered into. It is also taxable at a flat rate 15% on chargeable income and is not subject to withholding tax on capital gains tax, dividends or exchange control in Mauritius.
A domestic company can either be a Private or Public Company. There are 5 types of domestic companies in Mauritius, namely:

Company limited by shares

A company formed on the principle of having the liability of its shareholders limited by its constitution to any amount unpaid on the shares respectively held by the shareholder.

Company limited by guarantee

A company formed on the principle of having the liability of its members limited by its

constitution to such amount as the members may respectively undertake to contribute to

the assets of the company in the event of its winding up.

An unlimited company

A company formed on the principle of having no limit placed on the liability of its shareholders.

Limited life company (LLC)

The LLC allows the dissolution of the company on the occurrence of specified events.

Company limited by shares and guarantee

A company formed on the principle of having the liability of its members who are shareholders, limited to the amount unpaid, if any, on the shares respectively held by them; and who have given a guarantee, limited to the respective amount they have undertaken to contribute, from time to time, and in the event of its winding up.

A captive insurance company is a subsidiary of a non-insurance entity. It is a special purpose legal entity holding an insurance licence and has, as its primary objective, to insure either its holding company or related companies for proportion or all of its insurable risks.

A captive can also be used to insure or reinsure the risks of third parties, such as customers, suppliers, or subcontractors.

Features of a Captive:

Establish a centralised risk framework

Rapidly and effectively respond to the emerging needs of the insured company

Provide tailored, comprehensive, and responsive coverage – adapt to fluctuations in the insurance market,

Adjust retention levels or amend insurance parameters when required

Establish a proactive risk and claims framework into the organisation

Access the insurance market directly

Potentially reduce the overall cost of risk

Potentially increase the cash flow of the combined business enterprise

Generate a new revenue stream by covering third party risks

An IBC is a legal, tax – free entity incorporated in Seychelles. The IBC is primarily used for International Business activities and cannot conduct business in the country of incorporation. As such it is not subject to tax in Seychelles.