The fintech industry is an evolving one in Mauritius. Those wishing to set up such a business in the country or to operate financial activities must be aware of the forms of legal entity and regulations involved.

Potential forms of charter

There are three types of companies that can be established in Mauritius. They are

  1. Domestic companies: these may operate in Mauritius subject to any licence that may be required for licenced activities.
  2. Firms holding a Global Business Licence of Category 1. These are tax-resident companies but can conduct only certain activities in the country.
  3. Authorised companies- a new category of company whose business activities and Place of Effective Management are outside of Mauritius.

There are key differences in form regarding these institutions. Domestic companies are liable to income tax at the rate of 15%. Those with a Global Business Licence of Category 1 can benefit from the Double Taxation Agreement that Mauritius has signed with various countries. On the other hand, authorised companies do not have access to the Double Tax Avoidance Agreements network of Mauritius.

Regulatory institutions

The Bank of Mauritius generally offers and oversees services related to banking institutions and the Financial Services Commission is responsible for non-banking activities. Currently, there are very few fintech companies in the country and to date, regulators have not been conducting examination of these firms. However, if this industry expands and becomes fully functional with several operators, it is expected that regulators will conduct regular examinations. Along the same lines, no laws or regulations have been issued with regards to capital and liquidity requirements, affiliate transaction limitations or other regulatory requirements for fintech companies but considering developments, this might soon happen.

Non-regulatory legal infrastructure

Fintech companies in Mauritius will have to access real-time gross settlement systems through regulated financial institutions. There are no special insolvency regimes that apply differently to fintech companies as compared to regulated financial institutions.

Foreign companies wishing to operate a business in Mauritius are concerned with the The Electronic Transactions Act. This stipulate that signatures will not be denied legal effect, validity or enforceability because it is in electronic form.
An “electronic signature” is an electronic sound, symbol or process attached to or logically associated with an electronic record. It is executed or adopted by a person with the intent to sign the electronic record. The Electronic Transactions Act ensures the safety of the process. An e-signature will be verified as a secure one if, at the time it was made, it was

  • Unique to the person using it,
  • Capable of identifying the said person,
  • Created using a means that in solely under the control of the person using it and
  • Linked to the related electronic record in such a way that it will not be invalidated in case the record has been changed.

The fintech, financial-technology, industry is still in its emerging stages in Mauritius. However, the government and other relevant bodies are taking several steps so that Mauritius becomes a jurisdiction which caters for the development and success of innovations in the financial sector. This involves the implementation of several regulatory measures. It is expected that this sector will be further monitored as interest in fintech increases.

Currently, there are no directives that will hinder fintech innovation in Mauritius. However, banking activities are regulated by the Bank of Mauritius and insurance activities are managed by the Financial Services Commission. Thus, all companies engaging in such activities will need to be licensed by either one of these two organisations. Besides that, the government has another regulatory regime’s approach to consumers and small business customers. This is the ‘Companies Act’ and it lists out specific provisions for “small private companies” in Mauritius. These firms are those who do not hold a Category 1 Global Business Licence and whose turnover of their last preceding accounting period is less than 50 million rupees or such other amount as may be prescribed.

A small company has less strict filing and regulatory requirements. The discrepancies are as follows.

  1. It does not need to appoint an auditor,
  2. It does not need to file financial statements. Instead it has to file a simpler financial summary with the Registrar of Companies,
  3. It is not required to prepare and present its accounts according to the International Accounting Standards,
  4. It does not have to file an annual return and
  5. It is not required to appoint a company secretary.

On the other hand, foreign fintech companies have to apply for a Regulatory Sandbox Licence and they should appoint a custodian for their digital assets if they wish to operate in Mauritius. These will facilitate the setting up of fintech companies and enable their development. The Regulatory Sandbox Licence gives investors the possibility to conduct a business activity for which there is neither a legal framework nor adequate provisions under existing legislation in Mauritius. It is issued by the Board of Investment to eligible companies who wish to invest in innovative projects according to an agreed set of terms and conditions for a defined period. Additionally, foreign companies should apply for the Digital Assets Custody Service Licence. This framework has been introduced in March 2019 to offer a regulated landscape for the custody of digital assets.

To further enhance the development of the fintech sector and to help companies thrive, regulators and government authorities reached to experts in this domain. Following this, the British High Commission, in partnership with the Financial Services Promotion Agency (FSPA) and the Board of Investment (BOI), hosted a conference on fintech in Mauritius. It explored the development of the country as a FinTech hub for the Sub-Saharan Africa region. The various panel discussions and a group of experts shared their view on how the British fintech model can be applied in Mauritius to implement innovative solutions in the financial services sector and drive economic growth. As such, it is expected that relevant bodies will introduce more regulations in the future.

The government and the Economic Development Board of Mauritius are working to position Mauritius as an International Financial Centre of excellence in the African continent. The 2019-2020 budget which was recently presented included several measures that will be taken to establish the country as a Fintech hub.

It was revealed that the Financial Services Commission will use technologies such as Robotics and Artificial Intelligence to develop innovative financial advisory services. These systems will help companies to study the businesses they are investing in and they will provide reliable recommendations based on an analysis of the market. Moreover, a new licence will be introduced for fintech Service providers and the government will encourage self-regulation for financial activities in consultation with the United Nations Office on Drugs and Crime. The introduction of e-signatures and e-licences on a pilot basis and the ability to create crowd-funding campaigns as licensable activities will also be part of the new innovations implemented.

For Mauritius to be recognised as a fintech hub of choice, a new taxation system for banks and regulatory guidelines are also required. This is because, currently, developments in the financial and technology sectors are focussed on payment activities and this market is still dominated by traditional institutions. While there is a lot of interest among entrepreneurs to invest in new technologies, the fintech industry is still emerging. It is not completely part of the country’s financial regime and start-ups have not begun to displace conventional institutions yet. It is expected that the establishment of these organisations in the financial market will lead to two possible outcomes:

  • In the long run, Mauritius’s financial regime will become more conversant with the fintech market and the products it offers. This will lead to new technologies and companies displacing traditional payment service providers.
  • Traditional financial institutions, such as banks, will adopt new technologies to implement innovative solutions. It is very likely that they will partner with fintech companies for co-development of facilities and for testing among consumers.

Banks have already undertaken the necessary measures to keep up with the rapid changes taking place in the country so that they form part of the fintech sector and start-ups can get their activities running smoothly. For instance, The Bank of Mauritius has already issued specific guidelines. The first one is related to Internet Banking. This sets out a regulatory framework that all institutions should adopt if they offer Internet Banking services in Mauritius. This recommendation presents the strict minimum standards that firms must observe and it also lists out the requirements and processes involved in obtaining approval from the Bank of Mauritius to offer these services. It is to be noted that fintech firms are free to adopt standards and practices that are more stringent if they suit their operations and circumstances. Other changes are related to mobile banking and on the infrastructure behind this solution. They have been devised to promote a sound and reliable financial system in Mauritius. These are effective regulatory measures that will help Mauritius become the fintech hub of the African continent.

The 2019-2020 budget of Mauritius was recently disclosed and the government announced several changes with regards to various areas of its tax regime. International tax reforms, value-added tax changes, new corporate tax relief measures and several other schemes were disclosed. The budget has revealed several measures that will be implemented to promote the development of the country’s financial sector.

Company tax measures

One of the announcement is the proposal for a generous patent box regime for start-ups. A newly set-up company that deals with activities driven by innovations and new technologies will benefit from a tax holiday for eight years on revenues gained from its intellectual property assets developed in Mauritius. Existing firms will also able to enjoy this eight-year income tax holiday on income derived from the same kind of assets since the 10th of June 2019. Moreover, companies introducing an e-commerce platform in Mauritius before the 30th of June 2025 will benefit from a five-year tax holiday.

The budget has also increased the limit for expensing of capital goods. Currently, capital costs of plants and machinery may be completely expensed if the amount does not exceed MUR 30,000 in that year. That threshold will be raised to MUR 60,000 per annum.

Peer-to-peer lending operators will also benefit from a five-year tax holiday on the condition that their company starts its operations before the 31st of December 2020. An individual receiving interest income from peer-to-peer lending will be subject to income tax at the rate of three percent. Any bad debt or fees payable to the peer-to-peer operator will be deductible from taxable interest income. However, no tax deduction at source will be applicable to peer-to-peer interest income. Lastly, a four-year tax holiday will be applied to income made from bunkering of low Sulphur Heavy Fuel Oil.

The government also proposes amendments with regards to carry forward losses in the 2019-2020 budget. Currently, the accumulated losses of a company lapse if its owner changes. However, in the case of a manufacturing company, the carry forward of its losses might be authorised if the relevant ministry is assured that it is in the public interest to do so. The decision will also be based on compliance with conditions related to the safeguard of employment. This derogation will be applied to any firm facing financial difficulties and that is taken over by another shareholder provided that the conditions set out by the ministry are met. This amendment will be operational as from the first of July 2019.

Moreover, the budget proposes amends to enhance Mauritius’s fiscal regime. Several measures to foster the development of new international financial services niches and to alter the tax rules for banks have been discussed. One of the projects consists on the introduction of Real Estate Investment Trusts (REITs). To support this development, the budget has announced new proposals and rules, as well as an attractive tax regime. Furthermore, as “umbrella licence” for related wealth management activities and a scheme for the headquartering of e-commerce activities have also been announced.

Since launching its international business sector in 1992, Mauritius has signed 43 tax agreements (non – double taxation agreements as well as Double Taxation Agreements – DTAs) with various countries and others are in the process of being negotiated. The island is definitely a commercially attractive destination for investors.

Since then, the country has developed its expertise in the field of taxation, becoming one of the local, regional and international leaders in business and trade.

What is the purpose of the tax treaty?

The tax treaty is not only used to negate double taxation for individuals and businesses alike. In addition to covering income taxes, VAT or other taxes, it also serves the purpose of:

  • Reducing taxes for residents of one of the two signatory countries
  • Eliminating double taxation in favour of a tax credit equivalent to Mauritian tax,
  • Reducing the withholding taxes on dividends, interest and royalties,
  • Exempting capital gains,
  • Conditionally exempting interest payments on loans,
  • Removing exchange controls

In addition, non-double taxation agreements (DTAs) provide tax planning opportunities, thus strengthening the image of the jurisdiction as a tax planning centre, allowing control over tax evasion as well as improving the efficiency of cross-border trade.

List of Mauritius’ non-double taxation agreements

  • Africa

Agreements signed

Botswana, Egypt, Lesotho, Madagascar, Mozambique, Namibia, Republic of the Congo, Rwanda, Senegal, Seychelles, South Africa, Swaziland, Tunisia, Uganda, Zambia, Zimbabwe

Pending ratification

Gabon, Ghana, Kenya, Morocco, Nigeria

To be signed by the country

Burkina Faso, Cape Verde, Côte d’Ivoire

Under negotiation

Algeria, Malawi, North Sudan, Tanzania

  • Asia

Agreements signed

Bangladesh, China, India, Malaysia, Nepal, Pakistan, Singapore, Sri Lanka, Thailand

Pending ratification

Russia

Under negotiation

Hong Kong, Vietnam

  • Europe

Agreements signed

Belgium, Croatia, Cyprus, France, Germany, Italy, Luxembourg, Malta, Sweden, United Kingdom

Under negotiation

Czech Republic, Greece, Montenegro, Portugal, Spain

  • Middle East

Agreements signed

Kuwait, Oman, Qatar, United Arab Emirates

Under negotiation

Iran, Saudi Arabia, Yemen

  • North America

Under negotiation

Canada

  • West Indies

Agreements signed

Barbados

Under negotiation

Saint Kitts and Nevis

  • Other

Agreements signed

Australia (partial), Guernsey, Monaco

To be signed by the country

Jersey

Under negotiation

Gibraltar

Mauritius has not hesitated to diversify its economy, which was previously based solely on an agricultural monoculture. Over the years, successive governments have trusted innovators by encouraging them through the help of programs dedicated to growth and investment. As an investor, what are the sectors and programs that can lead you to Mauritius?

Mauritius, one of the main leaders of the region of Africa

The Economic Development Board Mauritius recalls some essential facts about the island:

  • It ranks among the top six countries recommended for people wishing to change their lifestyle,
  • It is one of the leading states in the African region in terms of business facilitation and good governance,

Several reports rank it as first in Africa:

  • Countries of choice for doing business in Africa – World Bank’s Doing Business Survey 2017,
  • Most democratic nation in Africa – World Economic Forum – The Global Competitiveness Report 2016-2017,
  • A leader in terms of African economic freedom – 2017 Index of Economic Freedom (Heritage Foundation),
  • Success Story, economic success and good governance in Africa – The 2016 Ibrahim Index of African Governance

Why do investors choose Mauritius?

Mauritius’ economy currently rests on several pillars:

  • The development of smart cities,
  • The development of the ocean economy,
  • Re-supply and transhipment,
  • The implementation of the “duty-free shopping” concept on an international scale,
  • Medical tourism and biotechnology,
  • Port development and the improvement of Freeport services,
  • Engineering and high precision,
  • Renewable energy,
  • Technology, innovation and communications

Mauritius offers advantageous conditions for foreign investors who wish to establish themselves in the country to work. These include:

  • Infrastructure and connectivity,
  • A well thought through taxation system,
  • A secure business environment,
  • The benefits and security of a politically stable and innovative country with an educated population,
  • A favourable geographical location, the island being the crossroads of Africa, Asia and Australia

Good investment sectors in Mauritius

  • The Agro-Food sector, which accounts for 3.3% of GDP and 7% of jobs (processing, bio, dairy farming, e-farming),
  • Education, which accounted for 12% of public spending in 2017,
  • Health care, especially medical tourism,
  • ICT-BPO, more specifically, outsourcing, with approximately 24,000 jobs and 800 businesses,
  • Freeport logistics, supported by 7500 square meters of fast-rotation cargo storage facility,
  • The film industry, which weighed 1 billion rupees in 2017 and is supported by the Film Rebate Scheme,
  • Smart Cities, designed to raise the country’s standard of living through living spaces that integrate amenities, professional and leisure areas,
  • Financial Services, in an environment overseen by the Financial Services Commission,
  • The Stock Exchange of Mauritius, with a market capitalization of approximately 7 billion dollars,
  • Real estate and hotel development, thanks to many programs dedicated to foreign investors,
  • Life Sciences, supported by more than 1,300 professionals and nearly 30 companies,
  • The manufacturing sector, with approximately 98,700 employees, more than 700 businesses and 11.8% of GDP in 2017,
  • The ocean economy, which accounts for 10.5% of Mauritius’ GDP and 20,000 employees,
  • Renewable energy, with projects that are working to support growing consumer demand

While experts had predicted a bleak future in Mauritius at the time of its independence, the island has proved to be a key economic player in this part of the world, to the extent that every year, many investors settle for this firmly embedded Republic.

Mauritius is attractive to investors and businesses for many reasons, amongst which is its business climate. Indeed, successive governments have worked to provide investors with an environment conducive to the expansion of their activities abroad. A welcoming, dynamic and stable country, it is a source of marvel and astonishment to the professionals, pensioners and entrepreneurs who have chosen to settle there. Here is what you need to know about the different types and statutes possible and an overview of the central partner for the procedures to be completed: the Economic Development Board Mauritius.

Business creation in Mauritius: the different types

The “Companies Act 2001” regulates the different types and categories of companies that can be established in Mauritius. As a foreign investor, you have the right to create:

  • A “One person company”: this is a compulsorily private, one-person company made up of a single partner (a natural person). This partner will be the one and only manager of the company, once created.
  • A “Private company”: this is a private company that does not have the right to use public savings. The number of partners must be less than 25.
  • A “Public company”: this is a public company that can use public savings and whose number of partners is unlimited.
  • An Offshore Company: this is a type of company specially adjusted for the offshore and divided into two categories, the Global Business Company and the Authorised Company.

Setting up a business in Mauritius: the different legal statutes

By choosing to set up a company in Mauritius, the foreign investor has the possibility to choose between three legal statutes:

The Company (Limited Liability by Share). Here, the liability of shareholders is limited to the amount of their contribution to the company.

The Company “Limited by Guarantee” (Limited Liability by Guarantee). Here, the liability of each partner is limited to the amount of the guarantee which he undertakes to contribute in the event of the liquidation of the company.

The Limited Liability Company by Share and by Guarantee. This refers to a merger of the first two statutes, “Limited by shares” and “Limited by Guarantee”.

How Fast can a company be set up in Mauritius?

A domestic company limited by shares can be set up in as fast as 48 hours.

Role of the Economic Development Board Mauritius in the creation of companies in Mauritius

Its vision: create a sustainable high-income economy for all citizens through economic planning and development

Its mission: to achieve the aim of the Mauritian economy through strategic economic planning and development

The Economic Development Board of Mauritius (EDB, replacing the BOI) is a merger of the Board of Investment, Enterprise Mauritius and the Financial Services Promotion Agency. It is a body operating under the aegis of the Prime Minister’s Office and has a role in economic planning, investment, development and investment facilitation in Mauritius.

Its main objective is to help the country achieve a high-income status through sustainable and inclusive growth while ensuring economic independence.

If you wish to start a business on the island of Mauritius, a domestic company is the most appropriate solution, provided the necessary permits are obtained. The domestic company, which can subsequently be transformed into GBCL, benefits in all cases from a stable, solid and dynamic environment.

The domestic company is the most common type in Mauritius; also, it makes it possible to conduct a commercial activity within the country and/or abroad. Its particularities are:

  • Similarly to other types of businesses, it is governed by the “Companies Act 2001” and the “Business Registration Act 2002”.
  • Incorporation of the company may occur in the absence of the shareholders.
  • The name of the domestic company ends with “Limited” or “Ltd.”, referring to the limitation of the liabilities of the shareholders. with regards to their capital contribution to the company.
  • No minimum capital required.
  • No mandatory written Statute (Constitution).
  • It is possible for investors to set up a domestic company to obtain an investor visa and, in such a case, the investor is required to pay 100,000 USD (approximately 89,500 euros) to the company’s current account.
  • The investor may hold all the shares in the capital of the company.
  • If the investor is a resident of Mauritius and has an annual turnover of less than Rs. 6,000,000 (approximately EUR 150,000), he is not required to appoint a Mauritian secretary or director.
  • If the investor is not a resident of Mauritius, he must appoint at least one Mauritian director to be a member of the Board of Directors.
  • 15%: this is the VAT on the turnover generated in Mauritius.
  • Profits are taxed at only 15%.
  • When the investor pays himself a salary, the latter will be exempt from Social Security contributions, however, it will be taxable at source, at 15%.
  • Income exceeding Rs. 3,500,000 (approximately EUR 87,500) is taxed at 5 %.
  • As a tax resident of Mauritius, the investor is exempt from capital gains taxes and inheritance taxes on its assets.
  • Up to Rs. 6 000 000 (approximately EUR 150 000) of turnover generated abroad is exempt from VAT.

Incorporation of the domestic company

The investor or a professional representative can undertake the procedures to incorporate the domestic company at the Registrar of Companies, located in Port-Louis, the capital city of the island:

  1. Reservation of the name of the company is free and paid if the reservation of the name postponed (7 days maximum after incorporation),
  2. If the investor wants a “Constitution”, the document must be endorsed by a Mauritian lawyer, notary or solicitor who will issue a certificate of legality.
  3. Provide only original and signed documents

Allow 2 to 3 working days between the submission of the complete application and the receipt of the certificate of incorporation.

Documents to provide:

  • Passport if the investor is a foreign national,
  • National identity card if the director or shareholder is a citizen of Mauritius,
  • Proof of residence of less than 3 months if the director is a Mauritian or a Mauritian resident

Incorporation costs

The costs amount to Rs. 3,200 + Rs. 200 for the “summary of the file”.