Offshore
Mauritius Offshore Structures: GBL1, GBL2, Trusts & Regional Headquarters
A practical guide to Mauritius offshore vehicles — Global Business Licences, trusts, protected cell companies and regional headquarter schemes — and how they are taxed and controlled.
Why Mauritius for offshore structuring?
Mauritius offers political and economic stability, sound finance and business-related legislation, and a deep pool of professionals and business hubs to serve international, globalised business. For many years the jurisdiction has encouraged non-citizens to invest in its economy and to use it as a platform for Africa, Asia and beyond.
Types of offshore structures
A company that intends to carry on global business and benefit from an incentive rate of taxation must apply to the Financial Services Commission (FSC) for a Global Business Licence. There are two categories: a Category 1 Global Business Licence (GBL1) and a Category 2 Global Business Licence (GBL2).
Category 1: Global Business (GBL1) Licence
A GBL1 is a resident corporation — a body corporate formed or registered under the Companies Act 2001, or a trust, société, partnership or other body governed by the laws of Mauritius — that proposes to conduct business outside Mauritius and in a currency other than Mauritian Rupees.
Under the Financial Services Act 2007 (FSA), a GBL1 company may conduct any lawful business activity, provided the activity is not contrary to public interest and will not affect the good reputation of Mauritius as an International Financial Services Centre. The FSC may decline an application on these grounds under section 72(4) of the FSA.
Management and control requirements
When considering an application for or renewal of a GBL1 Licence, the FSC considers whether the business is being managed and controlled from Mauritius. Relevant factors include:
- At least two directors resident in Mauritius, of sufficient calibre to exercise independence of mind and judgment
- Maintenance of the principal bank account in Mauritius at all times
- Keeping and maintaining accounting records at the registered office in Mauritius
- Preparation and audit of statutory financial statements in Mauritius
- Provision for board meetings to include at least two directors from Mauritius
- Ongoing management by a licensed management company
Taxation of a GBL1
A GBL1 is necessary where the company intends to access Mauritius's network of tax treaties. A company holding a GBL1 Licence is subject to Mauritian corporate income tax at the rate of 15%.
The practical effect of the 15% rate is mitigated by the Income Tax (Foreign Tax Credit) Regulations 1996, which provide for a deemed foreign tax credit of 80% of the 15% charged. Full credit is allowed for withholding tax suffered at source, reducing the effective tax rate to 0-3% depending on the quantum of withholding tax. There is no tax on capital gains and no withholding tax on dividends and royalties.
The benefits of the tax treaty network are available to a GBL1 company that is resident in Mauritius. A resident is a person liable to taxation in Mauritius by reason of having its place of effective management and control in Mauritius. To obtain a Tax Residence Certificate (TRC) from the Mauritius Revenue Authority, the company must satisfy the following requirements:
- At least two directors resident in Mauritius, of appropriate calibre to exercise independence of mind and judgement
- All board meetings held, chaired and minuted in Mauritius (tele-board meetings permitted if chaired and initiated in Mauritius)
- Accounting records kept at the registered office in Mauritius at all times
- All banking transactions channelled through a bank account in Mauritius
Common uses of a GBL1
A GBL1 may be used for a wide range of international structures, including:
- Investment holding company — the most common vehicle for accessing Mauritius's double taxation avoidance treaties
- Protected Cell Company (PCC) — a single legal entity with segregated cells for asset holding, structured finance, collective investment schemes and external insurance business
- Insurance business — cells can be used for captive insurance, rent-a-captives and multinational risk pooling
- Collective investment fund business — separate cells for different countries, risk profiles, sectors or instruments
- Limited life company — can be treated as a partnership for US tax purposes while preserving limited liability
Category 2: Global Business (GBL2) Licence
A GBL2 is issued where the global business is carried on by a private company incorporated or registered under the Companies Act 2001 and proposes to conduct a business activity other than those set out in the Fourth Schedule of the FSA.
GBL2 activities are excluded from banking, financial services, collective investment fund management, registered office or nominee services, and trusteeship services by way of business. A GBL2 is ideal for trading and asset holding. It is tax-exempt and therefore non-resident for tax purposes in Mauritius, so it cannot access Mauritius's network of double taxation avoidance treaties.
Trusts
The Mauritius Trusts Act 2001 offers a modern, flexible trust regime. A trust can be formed by a resident or non-resident of Mauritius, and there is no requirement to register the trust with any registrar.
A trust can be formed as a trust for beneficiaries (life interest, discretionary, protective or asset protection trust) or as a purpose trust (commercial or charitable). It can have a managing trustee in Mauritius and a custodian trustee in another jurisdiction, and the forced heirship rules of other states will not be enforced by the courts in Mauritius.
A high net worth settlor may also establish a private trust company (PTC) to act as corporate trustee of a family trust. The PTC structure is typically used where the settlor owns a trading empire that a professional trust company would be reluctant to hold on trust because of the responsibility involved. The professional trust company or management company is then involved in an administrative role and by providing a director on the board of the PTC.
Regional headquarters companies
Mauritius has developed as a prime regional base for multinationals, strategically located at the crossroads of Africa, South-East Asia and the Indian sub-continent. The Development Incentives (Regional Headquarters Scheme) Regulations 2000 enable a domestic company governed by the Companies Act 1984 to obtain a regional headquarters certificate.
A regional headquarters certificate is granted to a company that provides at least two headquarter services and has a minimum paid-up capital of Rs 1,000,000. Incentives include a ten-year tax holiday on foreign-sourced income and a 15% corporate tax rate thereafter, tax-free dividends, duty-free concessions and concessionary personal income tax for expatriate employees.
The scheme is designed to develop Mauritius as a headquarters base for the region and is particularly relevant to international companies operating in SADC, COMESA, IOC and IOR member states that are willing to set up their headquarters on the island.
Choosing the right structure
| Structure | Tax treatment | Treaty access | Best suited for |
|---|---|---|---|
| GBL1 | 15% corporate tax; effective rate 0-3% with credits | Yes | Investment holding, treaty-based trading, PCCs |
| GBL2 | Tax-exempt (non-resident) | No | Trading and asset holding outside treaty network |
| Trust | Flow-through or transparent depending on facts | Depends on underlying entity | Wealth preservation, succession planning, asset protection |
| Regional HQ | 10-year tax holiday on foreign income; 15% thereafter | Yes (via domestic company) | Regional management, shared services, expatriate teams |
Conclusion
Mauritius offers a mature, well-regulated menu of offshore and international structures. Whether the objective is treaty-based investment holding, tax-exempt trading, family wealth planning or regional headquartering, the right vehicle depends on the commercial facts, the desired tax outcome and the substance required by regulators and treaty partners. Professional structuring advice is essential to ensure compliance with FSC rules, MRA residence requirements and international standards.