WTH Corporate Structure
World Titane Holdings Ltd (WTH) is incorporated in Mauritius under registration number C116016645 with its registered office at Mauritius International Trust Company Limited, 4th Floor, Ebene Skies, Rue de l’Institut, Ebene 80817, Mauritius. The company was registered as a Global Business category 1 company on 27 December 2016. A copy of its Constitution and By-laws will be found here.
Global Business Companies
Global Business Companies (GBC) are companies registered under the Companies Act 2001 and licensed by the Financial Services Commission under the Financial Services Act 2007, to conduct international activities with non-residents. There are 2 types of GBC under Financial Services Act 2007 [FSA], namely those holding a Category 1 license and those holding a Category 2 license.
Global Business Company – Category 1
The Category 1 Global Business Company (GBC1) is tax resident of Mauritius and is therefore liable to tax in Mauritius, but at a concessionary rate. It is eligible for benefits from the network of Double Tax Treaties (DTTs) that Mauritius has ratified with several countries. It can thus be an effective corporate vehicle for international tax planning.
Some of the main features of a GBC 1 are as follows:
A GBC 1 is subject to a flat rate of corporate tax of 15%. But generous foreign tax credits are available up to 80% of the Mauritian tax liability so that a GBC 1 will pay a net effective tax of 3% only.
There is no minimum capital requirement for a GBC 1.
Class of shares and shareholders
Only registered shares are allowed. Shareholders may be both individual and body corporate.
A GBC 1 must, at all times, have a Resident Director, Resident Secretary and a Registered Office in Mauritius. It must also have a local accountant, auditor and bank account.
Annual Return and Accounting Requirements
A GBC 1 must file its audited accounts with the Financial Services Commission every year, within six months of the financial year end. No annual returns need to be filed.
Management and Annual Meeting (AM) of shareholders
Corporate Directors are not allowed. Shareholders must hold an AM in every calendar year
The names of the beneficial owners must be disclosed to the Financial Services Commission. However, such information is not available for public inspection.
There is a specific provision under the Financial Services Act 2007 relating to confidentiality (Section 83 of the Financial Services Act). Any Disclosure of confidential information without appropriate permission by any official of the Financial Services Commission on the GBC 1 is an offence punishable by imprisonment and fine. It may be stressed that all information is filed in full confidentiality with the Financial Services Commission for its use only and can only be disclosed under the strictly limited provisions of The Financial Intelligence and Anti Money Laundering and The Prevention of Corruption Act 2002 following submission of proof of drug trafficking, arms dealing and money laundering or terrorist financing.
A GBC 1 is resident in Mauritius for tax purposes and benefits from the advantages of the Double Taxation Treaties which Mauritius has signed with numerous countries.
It is essential for treaty relief purposes that the GBC 1 receives a Tax Residency Certificate and in order to obtain this certificate, a GBC 1 must demonstrate that central control and management is located in Mauritius. In particular, it has to:
- Exercise control and management from Mauritius.Have its registered office in Mauritius.
- Have at least 2 resident Directors (one of whom will chair the meetings).
- Have a local company secretary.
- Have a local auditor.
- Maintain a bank account with and routes banking through an offshore bank in Mauritius.
- Maintain all its accounting and records in Mauritius.
- Hold its Directors and Shareholders meeting in Mauritius (teleconference is acceptable, as long as the meeting is chaired from Mauritius).
New Substance Requirement
The FSC issued a communiqué on amendments made to the Guide to Global Business on 04 September 2013 which aim at enhancing the economic and physical substance of companies holding a GBC1 in Mauritius. To this effect, the following additional conditions have been introduced and companies holding GBC 1 are required to comply with inter alia at least one of them as from 01 January 2015:
Office premises to be available in Mauritius;
Mauritian resident employees of an administrative or technical level to be employed on a full-time basis;
The constitutive documents/partnership agreements to contain a clause whereby all disputes arising out of the constitution shall be resolved by way of arbitration in Mauritius.