Enhanced Substance Requirements and Core Income Generating Activities

The much-awaited enhanced substance requirements for Mauritius’ Global Business Corporations have been announced.

The Mauritius Financial Services Commission (Mauritius FSC) has, in Circular letters dated 12 October 2018 and 15 October 2018, respectively provided clarification on:

We have summarised the pertinent information below for your convenience.

Background

Announced in the Budget 2018/19, and given effect to in the Finance (Miscellaneous Provisions) Act 2018, reforms to the global business sector aim to further enhance Mauritius’ reputation as a jurisdiction of substance. As part of the reform, the Global Business Corporation (GBC) replaces the Category 1 Global Business Company and s. 71 of the Financial Services Act 2007 has been amended, including insertion of sub-s. 71(3)(a) requiring a holder of a Global Business Licence to at all times carry out its core income generating activities in, or from, Mauritius by:

  • employing, either directly or indirectly, a reasonable number of suitably qualified persons to carry out the core activities; and
  • having a minimum level of expenditure, which is proportionate to its level of activities.

Enhanced substance requirements

Circular CL1-121018, dated 12 October 2018, refers.

When assessing the enhanced substance requirements mentioned above, the Mauritius FSC will consider the nature and level of core income generating activities conducted (including the use of technology) by the GBC.

The below table sets out the indicative guidelines the Mauritius FSC will refer to when determining “reasonable number of suitably qualified persons” and “a minimum expenditure which is proportionate to its level of activities”. However, it should be noted that these are only indicative and that assessment will take into account the specific circumstances of each GBC on a case by case basis:

Category

 Sub-Category

 Minimum Annual Expenditure (USD)

 Minimum Employment in Mauritius (Direct or Indirect)

Non-Financial Investment Holding (excluding IP rights) 12,000 No minimum employment specified
Non-Investment Holding 15,000 If annual turnover is:

Less than USD 100m: minimum 1

More than USD 100m: minimum 2

Financial CIS Manager / Asset Manager 30,000 If assets under management are:

Less than USD 100m: minimum 1

Between USD 100m and USD 500m: minimum 2

More than USD 500m: minimum 3

Institutions 100,000 If annual turnover is:

Less than USD 50m: minimum 1

Between USD 50m and USD 100m: minimum 2

More than USD 100m: minimum 3

For Insurers

If annual gross premium is:

Less than USD 50m: minimum 1

Between USD 50m and USD 100m: minimum 2

More than USD 100m: minimum 3

Intermediaries 30,000 1
Others 25,000 1

To meet the above requirements, a person employed either directly or indirectly (for example, via Maitland (Mauritius) Limited as a Management Company) should be suitably qualified to conduct the core income generating activities of the GBC.

Note that with respect to licensees that are part of a Group, the FSC will assess the new enhanced substance requirements at Group level.

The Circular further provides clarity on the requirements to qualify for tax holidays under the following schemes:

  • Global Headquarter Administration;
  • Global Treasury Activities;
  • Overseas Family Office (Single);
  • Overseas Family Office (Multiple); and
  • Global Legal Advisory Services.

Core income generating activities

Circular CL151018, dated 15 October 2018, refers.

The below table sets out the indicative definitions the Mauritius FSC will refer to in assessing the core income generating capabilities of its licensees, per licence type:

Type of Licence Indicative Core Income Generating Activities
Collective Investment Scheme Investment of funds in portfolios of securities, or other financial assets, real property or non-financial assets; diversification of risks; redemption on the request of the holder.
Closed-end Fund Investment of funds collected from sophisticated investors, in portfolios of securities, or in other financial or non-financial assets, or real property.
CIS Manager Management of a Collective Investment Scheme; taking decisions on the holding and selling of investments; calculating risks and reserves; taking decisions on currency or interest fluctuations and hedging positions; and preparing relevant regulatory or other reports for government authorities and investors.
CIS Administrator Providing services with respect to the operations and administrative affairs of a collective investment scheme including accounting, valuation or reporting services.
Investment Advisor or
Asset Manager
Advise, guide or recommend other persons, or hold himself out to advise, guide or recommend other persons, whether personally or through printed materials or by other means, to enter into securities transactions;

Manage or hold himself out to manage, under a mandate, whether discretionary or not, portfolios of securities;

Give advice on corporate finance advisory matters concerning securities transactions.

Concluding comments

Please note that the content of these Circular Letters does not affect the obligation of any GBC to comply with the relevant Acts, FSC Rules, Codes and any guidelines issued by the FSC or any other enactments.

The following transitional provisions apply to existing GBC1s and GBC2s:

License issued on or before 16 October 2017: grandfathering provisions will prevail until 30 June 2021.

License issued after 16 October 2017: grandfathering provisions will prevail until 31 December 2018.

Maitland will be contacting impacted clients to ensure that appropriate action is taken prior to the expiry of the respective grandfathering periods.

An application to apply for a Global Business Licence needs to be facilitated via a suitably authorised Management Company. Furthermore the GBC should be administered by a Management Company. Maitland (Mauritius) is a licensed Management Company for these purposes.

Should you have any queries or require further information, please contact Graham Patrick.

Key Contacts

Graham Patrick

Senior Client Service Manager
Tel: +230 210 9334

The information and opinions herein are for information purposes only. They are not intended to constitute legal or other professional advice, and should not be relied upon as such or treated as a substitute for specific advice relevant to particular circumstances. Maitland accepts no responsibility for any errors, omissions or misleading statements in this publication, or for any loss which might arise from reliance on the material. No mention of any organisation, company or individual, whether on these pages or not, shall imply any approval or warranty as to the standing and capability of any such organisations, companies or individuals on the part of Maitland.

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