Obligations

A Management Company must:

- Report confidentially to the Commission any suspicious dealings by any of their clients.

- Ensure that their business is at all times in conformity with the stipulated conditions, norms of honorable conduct and within the laws of Mauritius.

- Take all reasonable measures and exercise due diligence to ensure that their clients are sound and reputable.

- Keep books and records in connection with their business of company management that reflect accurately their affairs and business.

- Keep separate set of accounts for each company they manage.

- Keep separate funds, assets and property of each of the companies they manage.

- Keep in one bank account, separate from their own bank account all moneys held on behalf of their clients.

Services provided by Management Companies

* Company and trust formation and administration

* Trusteeship services

* Professional advice on company law, trusts and tax related issues

* Provision of directors, secretary and nominee shareholders

* Registered Agents for Category 2 Global Business Licensees

* Registered Office for Category 1 and Category 2 Global Business Licensees

* Preparation of incorporation and application documents for Global Business Licence.

* Ensuring post-statutory compliance with company and tax laws (filing of changes on Directors, Shareholders, etc.).

* Preparation of documents for applications for residence and work permits, visa, duty exemption, etc.

* Maintenance of books and accounting records

* Fund administration services such as NAV calculation, preparation of quarterly reports, etc.

Management Companies and other Service Providers

A Management company incorporation in mauritius is specially licensed by the Financial Services Commission under section 24 of the Financial Services Development Act 2001 to set up, manage and provide nominee and other services to a corporation (which carries on or intends to carry on any qualified global business and such class of corporation as may be prescribed) or act as corporate trustee or qualified trustee under the Trusts Act 2001.

As the Commission requires that all applications for a Global Business license be channeled through a Management Company, the latter has the responsibility of initial vetting of the client and needs to exercise due diligence.

Management Companies therefore act as intermediaries between clients and the Commission and they operate under the Guidance Notes for Management Companies issued by the Commission. While performing their Customer Due Diligence (CDD) duties, they are under the obligation of collecting and verifying all necessary information about their clients and keeping this information for any request by the Commission.

Most of the Licensed Management Companies form part of reputable international consultancy firms network thereby providing high standard professional services to clients.

Procedure for investment fund company incorporation in Mauritius.

An application for registration must be made through a licensed Management Company. The click to see the Know Your Client Documents that are required for company incorporation in Mauritius are:

* Constitution (3 copies)

* Notice of First Directors, Secretary and location of registered office

* Consent forms of Directors and Secretary

* Other information that is necessary for the establishment of a Company:

* Letters of reference from banker, lawyer, accountant (Letters of reference may be dispensed with if the promoter is itself a fund manager authorized in another jurisdiction. In such cases, the letters of reference may be replaced by proof of authorization in the other territory and a copy of the promoter’s latest accounts.

* Short CVs are needed of the persons to be involved in key positions in the Mauritian company).

* Certificate from local law practitioner

* Name and address of local representative

* Set of constitutive documents of the scheme (i.e, Prospectus, Custodian Agreements, sub Custodian Agreement, Investment Management Agreement, Administration Agreement, Investment Advisory Agreement, Secretarial and Registrar Agreement, etc.)

* Name and particulars of expatriate staff if required

* Brief track record of applicant and detailed business plan

Listing

Global Business Funds can be listed on the Stock Exchange of Mauritius.

Supervision

The Commission may request from the investment fund company incorporation in mauritius other information in addition to the published reports and reporting requirements. It also has the right to inspect the books and records of the Fund.

Reports

Funds are required to file with the Commission an unaudited half-year report and an audited annual report. These reports must include, at least, the following:

- a statement of assets and liabilities, including the net asset value;

- the number of shares outstanding;

- the net asset value per share;

- details of the investment portfolio and the movements in the period, disclosed by types of securities and types of market analysed as a percentage of the Fund’s net assets.

- The Annual Report must be audited in accordance with International Accounting Standards or with other internationally recognized accounting standards.

- In addition to the above report, quarterly accounts have to be submitted to the Commission, and these will include NAV at the end of each month, the change in the NAV, the proceeds from issue of shares and payments for shares redeemed.

Prospectus

Investment Funds operating from Mauritius must lodge a prospectus (or a placement memorandum). The information requirements of the prospectus include, inter alia:

- the basis of the net asset value circulation;

- the borrowing policies;

- the type and the legal status of the fund;

- the investment policy (by class of fund if an umbrella fund is opted for), including the use of financial instruments;

- the remuneration of investment advisors and directors, investment managers, custodian and administrators;

- the conditions for the issuance and redemption of shares, including their frequency, and the different rights attached to them;

- the tax status;

- the name and details of the custodian bank, the independent auditor, the investment manager, the investment adviser (if any), the directors and the registrar/administrator.

Custodian

* All Funds registered with the Commission as GBC 1 must entrust the custody of their assets to an approved custodian, generally a banking institution.

* The custodian carries out operations concerning the day-to-day administration of the assets of the Fund, and is responsible for ensuring that the sale, issue, redemption, and cancellation of shares are done in accordance with the investment management regulations of the Fund.

* The main custodian can delegate certain of its activities to an approved third party, but retains its responsibilities.

Taxation

* A company incorporation in Mauritius holding a Category 1 Global Business Licence for fund business in Mauritius is liable to Mauritian taxation at a rate of 15% but after application of the provisions on foreign tax credit, the rate may be reduced to 3%.

* Funds which are centrally controlled and managed in Mauritius can, with the approval of the Commissioner of Income Tax accede to the benefits of Double Taxation Agreements.

* Furthermore, it should be noted that there is no withholding tax on dividends, capital gains and interests.


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