Session 5 A key player in the development of the offshore sector

1. The Companies Registry
A key player in the development of
the offshore sector
by
D. Prabha Chinien
Registrar of Companies
Republic of Mauritius

2. Corporate Registers Forum,
Hong Kong, March 2006
Mauritius – Location

3. Corporate Registers Forum,
Hong Kong, March 2006
Map of Mauritius

4. Corporate Registers Forum,
Hong Kong, March 2006
Mauritius - History
15th Century - Discovered by the Dutch
18th Century - Colony of France
1812 - Became British
1968 - Independence
1992 - Republic within the Commonwealth

5. Corporate Registers Forum,
Hong Kong, March 2006
Mauritius – General Info
Over 95% Literacy Rate
Population of 1.2M
Bilingual + 3rd language
Convenient Time Zone (GMT +4, HKG -4)
Westminster Style Democracy
Easy Access to Asia and Europe

6. Corporate Registers Forum,
Hong Kong, March 2006
Legal System
• Written constitution that guarantees fundamental
civil rights.
• Criminal & Company Law – English
• Civil Law – French
• Anti - terrorism Act
• Highest Court of Appeal - Judicial Committee of
the Privy Council in London
• Human Rights Commission

7. Corporate Registers Forum,
Hong Kong, March 2006
Tourism

8. Corporate Registers Forum,
Hong Kong, March 2006
Historical background to the development of
the financial services sector - 1990s

9. Corporate Registers Forum,
Hong Kong, March 2006
Historical background to the development of
the financial services sector - 1990s (ctd)
• Diversification of the economy-
• Financial services – fourth pillar of the
economy
• Development of the sector as far back as
1990’s
• Start of a new era

10. Corporate Registers Forum,
Hong Kong, March 2006
Choice of a financial centre
Main factors to be considered
• Quality of business regulation
• Institutions enforcing and regulating it.
• Adequate pool of professionals
• Political and social stability reinforced by
an independent judiciary

11. Corporate Registers Forum,
Hong Kong, March 2006
Why choose Mauritius?
Two pronged approach
1. Enacting new laws –
Package of legislative reforms in 2001 –
a. Companies Act
b. Financial Services Development Authority
c. Securities Act
d. Money laundering law etc.
2. Government ‘s commitment to act as a facilitator-

12. Corporate Registers Forum,
Hong Kong, March 2006
Financial Services Sector
Started in 1992
Preferred Route for Indian Investments
1994 to 2004: Mauritius ranked No 1 for
investments into India
Very Good Double Tax Treaties with PRC,
Singapore, Thailand, South Africa

13. Corporate Registers Forum,
Hong Kong, March 2006
Companies Act
• CA 2001 - new philosophy – enabling
law
• one law - no favourable treatment to
offshore (global ) cos.
• No ring fencing
• Clear guidance in the law

14. Corporate Registers Forum,
Hong Kong, March 2006
Salient features of the Act conducive
to business development
Flexible procedures for Incorporation
– Incorporation by application
– No need for Constitution
– No need for objects clause in Constitution
– Better disclosure requirements and transparency.
– Shareholders’ rights
– Offshore Companies known as Global Business Companies
• Incorporation through Management Companies in Mauritius
• Confidentiality provisions

15. Corporate Registers Forum,
Hong Kong, March 2006
Categories of Companies
Domestic Companies
One Person Company
Small Private
Dormant
Offshore Companies
Category 1 Global Business Company
Category 2 Global Business Company

16. Corporate Registers Forum,
Hong Kong, March 2006
Global Business Company
Category 1
Tax Resident in Mauritius
Benefit of Tax Treaty Network
Investment Protection Agreements
Advantages to Expats in Mauritius
Migration / Redomiciliation

17. Corporate Registers Forum,
Hong Kong, March 2006
Global Business Company
Category 2
Similar to BVIs
Tax Exempt
Low Cost & Flexible Companies
Availability of Names
Incorporated in 2 days
Migration / Redomiciliation
Conversion into GBC Category 1
Investment Protection Agreement

18. Corporate Registers Forum,
Hong Kong, March 2006
Annual Filing Requirements
Global Business Company Category 1
(Audited Accounts to be filed with the FSC
within 6 months of year end)
Global Business Company Category 2
None

19. Corporate Registers Forum,
Hong Kong, March 2006
Access to Information
Information available to the Public
– Name and Registered Address of Companies
– Name and Address of Management Company /
Registered Agent
Other information will only be provided if
requested by
– Shareholder
– Officer
– Management Company or Registered Agent

20. Corporate Registers Forum,
Hong Kong, March 2006
Indemnity of Directors
Subject to Constitution, Company may
indemnify a Director in respect of:
– Liability to any person for any act or
omission
– Costs incurred in defending or settling any
claim or proceedings related to any such
liability
Does not cover criminal liability or breach
of Directors’ duties

21. Corporate Registers Forum,
Hong Kong, March 2006
Facilitating businesses
Indicators for easing businesses
• Mauritius has been ranked 23 in the upper
middle income group out of 155 countries
• Companies Registry – a major player in
the economy as evidenced by statistics.

22. Corporate Registers Forum,
Hong Kong, March 2006
Statistics
Total No of Companies Incorporated in 2005
GBC 2
27% Domestic
39%
GBC 1
11%
Partnership
23%

23. Corporate Registers Forum,
Hong Kong, March 2006
65350Total
17596GBC 2
7026GBC 1
15325Partnership
25403Domestic
Total No of Companies Incorporated in 2005
GBC 2
27% Domestic
39%
GBC 1
11%
Partnership
23%

24. Corporate Registers Forum,
Hong Kong, March 2006
106,490,150Total Revenue
3,710,805Other Fees
10,426,545Incorporation Fee
92,352,800Annual Registration Fee
Total Revenue for Year 2004
Incorporation
Fee
10%
Other Fees
3%
Annual
Registration
Fee
87%

25. Corporate Registers Forum,
Hong Kong, March 2006
92,352,800Total
18,067,500GBC 2
28,349,000GBC 1
4,271,000Partnership
41,665,300Domestic
Annual Registration Fee 2004
Domestic
44%
Partnership
5%
GBC 1
31%
GBC 2
20%

26. Corporate Registers Forum,
Hong Kong, March 2006
112,204,755Total Revenue
3,679,830Other Fees
13,587,645Incorporation Fee
94,937,280Annual Registration Fee
Total Revenue for Year 2005
Annual
Registration
Fee
85%
Other Fees
3%
Incorporation
Fee
12%

27. Corporate Registers Forum,
Hong Kong, March 2006
94,937,280Total
20,223,600GBC 2
26,783,000GBC 1
4,265,000Partnership
43,665,680Domestic
Annual Regisration Fee for Year 2005
Domestic
47%
Partnership
4%
GBC 1
28%
GBC 2
21%

28. Corporate Registers Forum,
Hong Kong, March 2006
Government Fees
1351,500Financial Services Commission
(Annual)
N/A500Financial Services Commission
(Processing)
N/A300Registrar of Companies (Public &
Branches)
65200Registrar of Companies (Private)
GBC2
US$
GBC 1
US$
Regulatory Body

29. Corporate Registers Forum,
Hong Kong, March 2006

30. Corporate Registers Forum,
Hong Kong, March 2006
Approach adopted by CR
• Procedures streamlined and improved
• More user/ customer friendly approach
• No penalty and fines imposed for late filings
• Help desk, Hotline
• Opening hours extended
• Office layout restructured – better conditions
• Transparency and accessibility

31. Corporate Registers Forum,
Hong Kong, March 2006
Commitment to Customers
• Participation in National Competition
2003
• Awarded the Grand Prize for the
Excellent Customer Service award and
prize of the jury
• Active Participation in forums
• Staff training
• Upskilling of staff – university course
• IS0-9001 certification

32. Corporate Registers Forum,
Hong Kong, March 2006
Excellent Customer Service Award
Competition 2003

33. Corporate Registers Forum,
Hong Kong, March 2006
Excellent Customer Service Award
Competition 2003 (ctd)

34. Corporate Registers Forum,
Hong Kong, March 2006
Forum – Salon de L’Industrie 2005

35. Corporate Registers Forum,
Hong Kong, March 2006
Workshop – Team Building

36. Corporate Registers Forum,
Hong Kong, March 2006
Conclusion
“We are in competition with the world... It is
up to us to maintain our market leadership
by providing a professional service of
integrity and keeping up our world class
standards and reputation as a properly
regulated jurisdiction”
CEO, Financial Services Commission, Mauritius