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More about PCCs and why Mauritius is the perfect jurisdiction for setting one up!

As advanced in a previous article, Protected Cell Companies are set up, as Global Business Corporations, under the legislation that the firm will remain a single entity with different segregated cells. This provides more opportunities, additional flexibility and security for international investment structuring since the assets and liabilities of each cell are legally separate from one another. A PCC has significant features with regards to factors such as its names, taxation rules, capital requirements or legal entity.

More important features of a PCC

Issuance of shares: A Protected Cell Company has the right to issue shares in the capital of its cells. These are known as cell shares. The income gained from the issuance of cell shares will be merged together with the cell’s assets.  If earning is derived from the issuance of shares other than the shares of its cell, this will form part of the non-cellular assets of the PCC.

Core shares are going to carry voting rights of the PCC. On the other hand, cellular shares have all voting rights pertaining to a specific cell. This will ensure maximum protection to the investors of each cell regarding its corporate governance issues.

Dividend: Dividends to the shareholders of each cells are paid independently from one another. They are payable only by reference to the profits made by each cell. However, the PCC will be taxed as a single organisation. It is worthwhile noting that dividends from a local resident company in Mauritius, are not subject to any tax.

Why is Mauritius the ideal jurisdiction to establish a PCC?

Several factors should be taken into consideration when setting up a PCC. Its establishment is a matter that should be taken very seriously since a PCC has different strategies, different internal rules for different cells. There are also several group of investors/ stakeholders involved. Additionally, a PCC will have to conduct cross-border and global transactions. As such, it is essential for your PCC to carry out operations in an International Financial Centre (IFC) that can communicate with other jurisdictions efficiently and in a timely manner. The Mauritius IFC boasts interesting features such as:

  • A flexible and appropriate legislation,
  • Exchange liberalisation,
  • Free repatriation of profits and capital,
  • No capital duty on issued capital,
  • Confidentiality and banking secrecy and
  • Strong regulatory framework.

Advantages of setting up a PCC in Mauritius

  • The firm would be able to enjoy the Double Taxation Avoidance Agreements the country has with many emerging and developed economies around the globe. They would also benefit from Investment Promotion and Protection Agreements (IPPA),
  • There are no capital gains or inheritance tax involved,
  • No withholding tax on distributions made to any country and
  • The island is at a strategic location with a convenient time zone.

If you wish to learn more about PCCs or you want to set up one in Mauritius, feel free to get in touch with us.

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Everything about Protected Cell Companies in Mauritius

The Protected Cell Company (PCC) was introduced in 2000 under the Protected Cell Companies Act 1999 of Mauritius. It can be set up only as a Global Business Company. The concept of this legislation allows a firm to remain a single entity while creating different segregated cells. As such, the assets and liabilities of each cell are legally separate from one another regardless of the fact that the company is corporately or individually owned. This implies that the PCC protects one cell from contagion from others, a form of legal segregation called ringfencing.

The main benefit of PCCs

Because each cell is isolated from the other, the liability of the PCC arising from transaction attributable to one cell will impact on its assets only. For instance, in case of bankruptcy of one specific cell, creditors will leverage the assets of that particular cell only to honour its liabilities. Thus, the PCC provides more opportunities, additional flexibility and security for international investment structuring.

Setting up of PCCs

 A PCC set up as a Global Business Company (GBC) will be able to benefit from the Double Taxation Avoidance Agreements executed by Mauritius with more than 40 countries across the globe. Additionally, even companies which have already been established in Mauritius may apply and convert into PCCs, on the condition that their constitution authorises this conversion. Lastly, through continuation, a company incorporated in a foreign jurisdiction can be registered as a PCC and carry on its activities in Mauritius.

While Protected Cell Companies are able to generate an unlimited number of cells, their creation is subject to the authorisation of the Financial Services Commission (FSC) of Mauritius.

Important features of a PCC

Distinct name or designation: All PCCs must have the word “PCC” or “Protected Cell Company” at the end of its name. Additionally, each cell must have its own designation or name. It could be the name of that particular cell’s share holder or it could be an alphabet to maintain anonymity.

A foreign company can continue to operate as a PCC in Mauritius using the name designated in its article of continuation and ending it with “Protected Cell Company” or “PCC”.

Single legal entity: PCCs can have several cells. However, each one must have its own distinct name or designation. Even if each cell is legally independent from others, it is not a legal entity and is created within the larger framework of a PCC. Moreover, the activities of each cell must be consistent with the overall activity of the PCC.

Capital requirement: There is no minimum capital requirement for a PCC or for each one of its cells. However, based on the nature of the business of the PCC, for instance, insurance businesses, the FSC is authorised to recommend certain capital requirements.

Taxation: Protected Cell Companies are liable to tax as a single legal entity. As a GBC, a PCC is liable to an income tax at the rate of 15%. Nonetheless, certain categories of income, such as dividend from foreign sources and interest from foreign sources, are subject to an 80% exemption rendering the effective tax payable to 3%Moreover, there are no withholding taxes on interests and dividends. As such, PCCs may also claim credits for actual taxes suffered against the nominal tax payable, such as for withholding taxes that are retained in their source countries.

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Mauritius: the fastest growing wealth market in Africa

This island of Mauritius has been attracting hundreds of investors because of several factors. It offers several advantages, both on a personal and on a professional level, so much so that it is now the fastest growing wealth market in Africa. This was revealed by a study from the intelligence firm New World Wealth. The country earned this title because of the number of millionaires who have decided to establish a business and to move to the country. In the year 2017 alone, this number grew by 20%.

The report looked at the performance of high-net-worth-individuals (HNWIs) in selected African countries between 2006 and 2016. These are individuals with a wealth of $1 million or more. The study placed Mauritius at the top in the continent for HNWIs. The strong growth of millionaires in the island can be attributed to several factors. These are:

  • Migration: a large number of wealthy individuals have moved to the island throughout the past ten years, especially from countries such as France and South Africa. 280 millionaires from the latter alone have migrated to Mauritius since 2006.
  • The jurisdiction’s strong economic growth and its thriving and expanding financial sector, especially in relation to offshore banking, fund management and private banking services.
  • Residency permits are given to a foreigner purchasing a home that is worth US$500,000 or more.
  • Secure ownership rights: This is the most important factor defining successful wealth creation across the globe. Ownership rights are very strong in Mauritius and this motivates people to invest in property and businesses in the country.
  • Low taxes: Related regulations both encourage business formation and appeal to retirees. Company and personal income tax rates are at only 15%, with no inheritance or capital gains tax.
  • Low level of government interference in the business sector, in contrast to other countries such as South Africa which has exchange controls, high taxes, big trade unions and BEE hiring requirements.
  • Ease of doing business in the country: Mauritius is ranked first in Africa in Ease of Doing Business Rankings in 2019 and it is at the 20th position worldwide among 190 countries surveyed by the World Bank.
  • A well-developed banking system and stock exchange program. This motivates people to invest their money in the country and to expand their wealth locally. It also ensures that economic growth taking place filters through wealth creation.
  • Those living in Mauritius are free to invest in foreign countries with no exchange controls. As such, the country can be leveraged as a business and investment hub.
  • It is a convenient base for investing and doing business in Southern and Eastern Africa.
  • It has a well-developed free media infrastructure.
  • Good lifestyle with several facilities. Residents can enjoy modern amenities as well as the beaches, golf courses and breath-taking scenery. They can also access first-class food & produce and top schools such as such as Northfields and International Preparatory School (IPS).
  • Safety: Besides its low crime rate, Mauritius has been rated by New World Wealth as the safest country in Africa.
  • Low jobless rate and low inflation rate.

Thanks to all these factors and further developments, it is expected that millionaires will keep moving to the country. According to analysts, there will be a 130% increase over the next decade.

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Mauritius: the property hot spot in the African continent

For many, Mauritius may just be a small country of only 1.2 million people. However, the island is becoming increasing popular among foreign investors. It is recognised by experts in the offshore sector as one of the leading African markets for business-owners. The country has recently seen a sudden rise in interest from expatriates. This is due to an amendment in the laws related to the purchase of property on the island. The change sets a low threshold for obtaining residency on the island. The minimum amount is now at $500,000. Following this, the government has reported a significant increase in the number of foreign investors purchasing local properties, in particular along the country’s coastline.

Why set up your business and reside in Mauritius?


By several measures, Mauritius is already the leading African economy. According to a report by New World Wealth, it has the highest GDP per capita of $25,700. Moreover, The World Economic Forum ranks the island as the most competitive market in Africa. Besides being one of the continent’s fastest-growing economies, the country is also at the 25th position internationally on the World Bank’s table for ease of doing business.

An expert from a local property agency advanced that Mauritius is an “idyllic Indian Ocean Island destination, close to the continent and is arguably the top offshore property attraction”. When opting for the island, foreign investors will be able to benefit from a perfect living environment, from the advantages offered by its financial regime and from a dynamic bi-lingual workforce. The government has recently changed the property legislation and is working on an aggressive economic and investment strategy to establish itself as the new luxury destination in the African continent. Thanks to the new laws, it is easier for non-Mauritian citizens to obtain residency permits. They are eligible for these when purchasing a property under the government’s Property Development Scheme (PDS) with a minimum investment value of $500,000. The country has no Capital Gains Tax, dividends or inheritance tax and a universal tax rate of 15%.

According to the chief executive officer of residency and citizenship at an investment facilitator firm, foreign investors can get into the market for as little as $176,000 (this is approximately 6m Mauritian rupees), excluding taxes and legal fees, for a beach property that would be popular for rentals. For a commercial office, the amount quite less. It is at around R2.3m. Nonetheless, if they want to obtain permanent residency, higher levels of investment would be required.

Permanent residency permits

For details about Permanent residency permits, you can have a look at our previous articles. With so many benefits for foreign investors, both on professional and personal levels, it is not a surprise that investors are becoming increasingly interested in Mauritius and that it has become the new property hot spot in the African continent

Feel free to get in touch with us for any piece of advice regarding how to set up a company in Mauritius or how to apply and obtain any of the above-mentioned permits.

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Why choose Mauritius: an IFC of excellence

The Government of Mauritius has been trying to turn the country into an International Financial Centre (IFC) of choice in Africa. IFCs are defined as locations with a collection of financial services providers and facilities. They involve a substantial amount of international activity. Mauritius is home to a lot of foreign businesses. It is considered as a location of excellence in the African continent.

The Mauritius International Financial Centre (IFC) is an essential part of the Mauritian economy. It contributes almost US$1 billion to GDP (8% of total) and US$180 million in tax revenues (8% of total). The IFC is currently based on three pillars. These are

  1. Cross-border investment: This is its core area of specialisation. It involves the facilitation of cross-border investments and related fund administration activities. These operations make up 60% of the IFC’s economic value add and approximately 88% of IFC tax revenues.
  2.  Cross-border corporate banking: includes deposits from investment vehicles and accrued revenue from re-investment of these deposits. It accounts for 32% of the IFC’s economic value add.
  3. Private banking and wealth management: Local and regional banks report high growth in these operations for foreign customers. This is being driven by the divestment of African high net worth individual (HNWI) portfolios by European banks.

The Mauritian Government has the vision to double the size of its financial sector by 2030 and the IFC is aiming to grow its contribution to GDP, in real terms, to US$1.9 billion. This will increase tax revenue to US$0.3 billion in real terms and will lead to the creation of more jobs. These macro-economic ambitions is dependent on further training of Mauritians in the financial services industry and on an expat talent pool that would help develop the domestic financial and nonfinancial sectors.

The Mauritius IFC is currently very successful. Its status can be assessed by five competitiveness factors that the Financial Centre Futures Programme use to compile the Global Financial Centres Index (GFCI). These are

  1. Business environments: Mauritius is one of the most stable and attractive locations for doing business in Africa. This is because of its stable political and economic regime, tax attractiveness, internationally compliant and enabling regulatory framework, robust legal and judicial framework, and foreign currency availability with free capital flows.
  2. Human capital: Investors in Mauritius can benefit from a highly literate, low-cost and multi-lingual workforce. Moreover, relevant firms are currently focussed on attracting expatriate professionals, developing local talent in the relevant skills, and retaining skilled and experienced staff.
  3. Infrastructure: Some examples of excellent commercial property hubs in Mauritius are Port-Louis and Ebene. Many international financial services and IFC-relevant firms are based in these locations.
  4. Financial sector development: Mauritius is an investment grade jurisdiction having two strong local and three international banks that account for the whole market. Moreover, the Mauritius Stock Exchange is technically advanced and innovative.
  5. Reputation and other: The country has made considerable improvements with regards to transparency compliance with the highest international standards and attractiveness as a jurisdiction with deep specialisation in certain financial services.
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Authorised Companies: what are those and how to set up one?

In the 2018/2019 Budget, the Prime Minister and Minister of Finance announced several reforms to support and strengthen the Global Business Sector in Mauritius and to ensure that developments in the country are in accordance to international standards.

One of the decisions announced is that the FSC will stop issuing Category 2 Global Business licences (GBC2). This was implemented in January 2019. To replace this, the Financial Services Act was amended to introduce a new section 71A. It is titled ‘Authorised Companies’. This is a new type of company whose business activities and places of Management are outside of Mauritius. This implies that the company’s (other than a bank) majority of shares, voting rights or its the legal or beneficial interests are shared or controlled by someone who is not a citizen of Mauritius. This type of company, henceforth known as an Authorised one, is considered as a foreign company for tax purposes. Such a company will therefore not be subject to tax on foreign derived income. However, it does not have access to the Double Tax Avoidance Agreements networks of Mauritius.

If foreign investors wish to set up an Authorised company in Mauritius, they should apply for an authorisation from the FSC via a Management company. The latter is commissioned to act as a permanently-registered agent that is responsible for the administration of the company. What is its duty towards the non-Mauritian investor? The Management company is responsible for

  • filing of any return or document required under relevant Acts in Mauritius,
  • receiving and forwarding of any communication from and to the Financial Services Commission, the Mauritius Revenue Authority or the Registrar,
  • undertaking measures on combating money laundering and the financing of terrorism and related offences as required by guidelines issued by the Commission,
  • keeping of records, including board minutes and resolutions, transaction records and other such documents that the FSC may require,
  • and dealing with other services that the FSC might need.

Additionally, besides from having a registered agent to deal with the above-mentioned operations, the holder of an Authorised Company License must file a financial summary with the Commission once every year. It should also file the Company Tax Return with the Mauritius Revenue Authority every year (Authorised companies are tax-exempt in Mauritius but annual return has to be filed with the Tax Authority).  

What are the activities carried out by an Authorised Company?

The FSC has already delivered more than 859 Authorised Company Licences. What are these firms appropriate for? If you implement an Authorised Company in Mauritius, you will be able to carry out operations such as

  • investment holding,
  • property holding,
  • international trade,
  • management and consultancy,
  • IT services,
  • logistics,
  • marketing,
  • shipping and ship management or
  • One-off transaction using a Special Purpose Vehicle.

Nonetheless, the Financial Services Act state that Authorised Companies cannot perform financial services like banking; they cannot hold, manage or deal with a Collective Scheme (or Fund) as a professional administrator; they cannot provide registered office facilities, nominee, directorship or secretarial services and they are not allowed to provide trusteeship solutions. Moreover, they cannot conduct operations that may harm Mauritius’ reputation as an International Financial Centre and that are in contradiction to public interest.

Should you be interested in knowing more about Authorised Companies, feel free to contact us.

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Fintech: what you should know before establishing a company in Mauritius

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.
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Setting up a company in Mauritius: the different types and statutes possible

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.

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Investing in Mauritius by creating a domestic company

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”.

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