Mauritius Authorised Company, formerly known as GBC2, is a private company which conducts business with persons all resident outside Mauritius and in a currency other than the Mauritian rupee. This type of company provides a greater flexibility and is a suitable vehicle for holding and managing private assets.

It is a tax-exempt company therefore has no access to the network of Double Taxation Agreements of Mauritius. It cannot carry out business of company formation, administration and management, or provide professional nominee or trusteeship services. It is furthermore restricted from raising capital from the public and offer of providing financial services or other services as fiduciary in any investment fund or any collective investment scheme. However, it may be locally incorporated or registered as a branch of a foreign company.

Activities that may be carried on by an Authorised Company include:

• Non financial consultancy
• IT Services
• Logistics
• Marketing
• Shipping
• Ship Management
• Trading
• Passive Investment Holding
• One off transaction using a Special Purpose Vehicle
• Such other activity as may be approved by the Financial Services Commission (FSC) 

The advantages of an Authorised Company are as follows:

1.       Confidentiality

Confidentiality is strictly observed in terms of The Financial Services Development Act (FSD Act). Unless ordered by a Court of Law on application by the Director of Public Prosecution for inquiry into the trafficking of narcotics and dangerous drugs, arms trafficking or money laundering as defined under existing legislation, no person or body is authorised to disclose information or present documentation to any court, tribunal, committee of inquiry or other authority in Mauritius.

The identity of the beneficial owner needs to be disclosed only to the Registered Agent and to the banker if a bank account is required in Mauritius. The records kept by the Registrar of Companies may only be inspected by the shareholders of the company.

2.       Capital and Shares

(1)	There is no minimum capital requirement but at least one share must be issued and paid up;
(2)	Registered shares, preference shares, redeemable shares and shares with or without voting rights;
(3)	Par value shares may be stated in more than one currency;
(4)	Fractional shares are allowed;
(5)	Bearer shares are not allowed;
(6)	Shares may be subscribed by nominees;
(7)	Shareholders may be individual or corporate;
(8)	An Authorised Company may acquire, redeem, reissue or purchase its own shares; and
(9)	The Directors are required to ensure that the company meets the solvency test after making distributions. The solvency test is satisfied where the company is able to pay its debts as they become due and the value of the company’s assets is greater than the sum of the value if its liabilities and its stated capital.

3.      Taxation

(1)	An Authorised Company is not taxable on its world-wide income (except in Mauritius) to the Mauritius Authorities;
(2)	No withholding tax on dividends; and
(3)	No capital gains tax.

The tax cost of an Authorised Company is effectively the foreign tax suffered. It can trade and/or invest in a Category 1 Global Business Companies (GBC1) and vice versa.

 
4.       Mobility

(1)	A foreign company may transfer its seat to Mauritius and continue as an Authorised Company, provided that this is allowed under the Laws of the country in which it was incorporated;
(2)	An Authorized Company may transfer its statutory seat to another jurisdiction; and
(3)	An Authorized Company can be converted into a GBC1.

5.       Incorporation Process

Following the name reservation with the Registrar of Companies, application documents including a brief business plan are submitted to the FSC. Upon meeting all licensing conditions, the Registrar of Companies proceeds with the incorporation of the company. The incorporation and licensing generally take 24 hours upon receipt of required information and instructions.

6.       Documentation

The following information/ documents are required for the incorporation of the company:

(1)	Desired company name. A fee is payable to the Registrar of Companies for name reservation;
(2)	Particulars of Members and Directors (nationality, address, country of residence, profession, etc.);
(3)	Passport copies of Members and Directors;
(4)	Bank reference letter;
(5)	Brief business plan; and
(6)	Duly filled in and signed statutory Application Form.

7.       Government Fees

There are two parts for the Government Fee: an annual fee of USD65 to the Registrar of Companies and an annual fee to FSC with an amount of USD135.

8.       Constitution

The Constitution has replaced the Memorandum and Articles of Association. There is no requirement for a company to have a Constitution. Where a company does not have a Constitution, the company shall be governed by the provisions as set out in the FSD Act or the shareholders may adopt one through special resolution.

9.       Directors

The director may be a natural person or a body corporate and could be of any nationality. The minimum number of directors is one.

10.     Administration

(1)	An Authorised Company is required to maintain financial statements to reflect their financial position with the Registered Agent and file accounts with the authorities. Yet, auditing is not necessary, and the account will be inaccessible by the public;
(2)	Filing is required for change of directors, shareholders, and secretary;
(3)	Meetings may be held anywhere in the world; and
(4)	Company Secretary optional.