Incorporation of overseas investment company in Mauritius

If shares are issued with or without par value, they must be the same class of share. The minimum share capital required is US $1. 00. There is no maximum and no extra fees for high capitalization. The minimum number of shareholder, who may be corporate or individual, is one and the minimum issued share is also one. There is no residency requirement. The register of members (Shareholders) of the company must be kept by the registered agent in Mauritius. The register is not a public record and is only available for inspection of persons authorized by the directors of the company.

Company meeting can be held at any place inside or outside Mauritius and proxy is allowed. An Annual Meeting of the shareholders is required unless a Resolution in writing is passed by at least 75% of the shareholders, entitled to vote at a meeting of the shareholders. The Resolution shall deal with all items required to be dealt with at an annual meeting. The 1st annual meeting is to be held within 18 months of the company’s incorporation. An annual meeting may be carried out in person or by phone or visual/phone, with all shareholders being able to hear and speak on the deliberations.

The shareholders may invest their own funds, however funds cannot be solicited or raised from the public, I. E. , a KGB 2 cannot offer its shares to the general public, such as on the stock exchange or other quoted market. Directors There must be at least one director who can be an individual or a corporation. There is no residency requirement. The register of directors must be kept by the registered agent. The register is not a public record and is only available for inspection of persons authorized by the directors. Company Secretary There is no statutory requirement for the appointment of a company secretary.

In the case of a one person company, a person should be proposed to be secretary of the company in the event of the death or mental incapacity of the sole shareholder or director. Registered Agent and Registered Office A CB must at all times have a registered agent, who may be a management company or person approved by the Commission, in Mauritius. A CB must also at all times have a registered office located within Mauritius, which is normally provided by the registered agent and is included in the annual fee. CB can be formed within 2 or 3 working days. Shelf companies are also available.

Taxation and Audit Requirements A CB is not resident for tax purposes and is not subject to any form of profits, capital gains or dividend withholding tax. However, it is not entitled to the benefit of Double Taxation Agreements. Upon repatriation of dividends to the shareholders of the offshore company, the tax consequence in India will have to be considered. There is no audit requirement for a CB company. A Mauritius company is required to keep financial records but these do not have to be audited and there is no requirement to file such records with the government authorities.

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