LexisNexis Foreign Investment Law Guide Law Guide 2017-2018 2017-2018 - BLC Robert
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The ultimate complimentary guide to
understanding foreign investment practices
around the world with an Asia-Pacific focus
LexisNexis Foreign ®
LexisNexis
InvestmentCompany
Law Guide ®
Law Guide 2017-2018
2017-2018
Including
Including articles
articles from
from featured
featured contributors:
contributors:
Jurisdictional
LexisNexis Q&As
®
Company
Law Guide 2017-2018
Jurisdiction: Mauritius
Firm: BLC Robert & Associates
Author: Jason Harel, Fayaz Hajee
Abdoula and
Javed Niamut
1. What are the main reasons foreign safeguard confidentiality. The International
investors invest in your jurisdiction? Arbitration Act offers a simple and ready-made
mechanism for the incorporation of arbitration
Viewed as a sound model of socio-political clauses in the constitution of Global Business
stability and economic prosperity, Mauritius companies based in Mauritius. In addition,
has firmly established itself as a unique invest- investors can also have the additional comfort
ment destination, with good fundamentals of the availability of a pool of international
for growing wealth. The island has built up a arbitrators for settling disputes. Arbitration
strong financial services sector with an efficient is preferred across sectors for the f lexible
regulatory regime, well-established banking approach over the rigidity of courts.
institutions and a stock exchange which is
Mauritius combines the traditional advantages
one of the leading exchanges in Africa. The
of being an offshore financial centre (no capital
latest OECD report confirms once again that
gains tax, no withholding tax, no capital duty
Mauritius is largely compliant with global
on issued capital, confidentiality of company
requirements and that it can be compared to
information, exchange liberalisation and free
countries such as the UK, US, Singapore and
repatriation of profits and capital) with the
Hong Kong.
distinct advantages of being a treaty based
The Mauritian legal system is a hybrid system jurisdiction with a substantial network of
which draws legal principles from both French double taxation avoidance treaties and invest-
civil law and British common law traditions; ment promotion and protection agreements.
its procedures are largely derived from the The combination of fiscal and non-fiscal
English system, while its substance is based advantages together with the diverse prod-
in the Napoleon Code of 1804. Commercial uct-base have been the key ingredients of the
and contractual law is also based on the Civil Mauritius success story. Although Mauritius is
Code. The Supreme Court is the highest judicial better known as a gateway for the structuring of
authority and the country has maintained the investments into India and increasingly Africa,
right of appeal against final judgments of the it has also grown to become a leading jurisdic-
Supreme Court to the judicial committee of tion for private client services in the region. To
the Privy Council of England. Mauritius is a date, Mauritius has concluded 45 tax treaties.
member of the International Court of Justice.
Other factors making Mauritius an ideal
Mauritius is also known as an International investment hub are its strategic geographical
Arbitration Centre for the region. It embraced location in the Indian Ocean and favourable
this new model of dispute settlement as it offers time zone (GMT+4), its large multilingual
a tailor-made option for investors which cater pool of highly capable and skilled workforce,
for a cheaper and fast out-of-court alternative the state-of-the-art infrastructure with high
to settle commercial disputes which would
76 LexisNexis Foreign Investment Law Guide 2017-2018
internet connectivity and modern port and business in Mauritius, registration of business
airport facilities. names, allocation of a single business registra-
The key growth sectors in 2016 were real estate tion number and issue of a business registration
activities; financial and insurance activities; card.
manufacturing and wholesale & retail trade;
3. What restrictions are placed on
and accommodation and food service activities;
foreign investment? Does this differ at
information and communication technology.
local levels of government?
According to the data release report of the
Bank of Mauritius for 2016, Foreign Direct In general there are no restrictions on foreign
Investment (FDI) inflows to the tune of MUR investment in Mauritius, except for foreign
13.6 bn have been recorded for the four quarters ownership in Mauritian sugar companies listed
of 2016 as compared to MUR 9.7 bn in 2015. on the stock exchange. Not more than 15% of
Real estate and financial services remain the the voting capital of a sugar company can be
most attractive sectors which were the main held by a foreign investor without written con-
recipients of FDI. Real Estate activities recorded sent from the Financial Services Commission.
FDI to the tune of MUR 9.9 bn of which IRS/
Investments made by foreign investors in
RES/IHS accounted for MUR 7.9 bn. Direct
immovable property (whether freehold or
investment flows of MUR 2.1 bn were recorded
leasehold), or in a company holding freehold
in the financial services sector while the man-
or leasehold immovable property in Mauritius,
ufacturing sector registered MUR 511 million.
require approval from the Prime Minister’s
2. What foreign investment legislation is Office under the Non-Citizens (Property
in place in your jurisdiction (e.g. Foreign Restriction) Act 1975.
Investment Law or Foreign Investment
4. What are the most common business
Catalogue)? Please provide a brief
vehicles for foreign investors? How long
overview of such legislation.
do they take to be set up? What are the
The following foreign investment legislations key requirements for the establishment
are in place in Mauritius: and operation of these vehicles?
The Investment Promotion Act of 2000 sets There are various vehicles used to structure a
out the legal framework and makes provision business including:
for the promotion and facilitation of investment
(a) Companies;
in Mauritius including the establishment of the
Board of Investment. (b) Societés (derived from French law) often
described in Mauritius as civil or
The Business Facilitation (Miscellaneous
Provisions) Act 2017 provides for amendments (c) commercial partnerships;
to the legislative framework that are necessary (d) Limited partnerships;
for the removal of constraints in relation to (e) Limited Liability Partnership;
permits, licences, authorisations and clearances
(f) Trusts; and
to further facilitate the doing of business, and
for related matters. (g) Foundations.
The Companies Act of 2001 sets out the legal Companies
framework for the setting up and operation of Companies can be incorporated or registered
companies in Mauritius. under the Companies Act 2001 and can be
The Business Registration Act 2002 provides
for the registration of persons carrying on
Jurisdictional Q&A – Mauritius 77
either private or public. A private company liable only up to the maximum amount of its
is limited to 25 shareholders and cannot offer commitment.
shares to the public. Companies can have a A limited partnership can elect to have a
limited or unlimited life. separate legal personality. Irrespective of
Companies can be: whether a limited partnership has elected legal
(a) Limited by shares. The liability of its personality, the partners are still liable for the
members is limited to any amount unpaid partnership’s debts (general partners have
on the shares held by the shareholder. unlimited liability whereas limited partners
are liable to the extent of their contribution or
(b) Limited by guarantee. The liability of its
other agreement). A limited partnership can be
members is limited to the amount that
incorporated within 3 working days.
the members undertake to contribute to
the assets of the company in the event of it Limited Liability Partnership
being wound up. Limited liability partnership (LLP) intro-
(c) Limited by shares and by guarantee. duced by the Limited Liability Partnerships
(d) Unlimited. Where there is no limit on the Act is the new type of partnership vehicle. It
liability of its shareholders. combines features of both a company and a
limited partnership. It can be used for offering
A company is the most common form of busi-
professional or consultancy services and also
ness vehicle for structuring funds in Mauritius.
legal services through the holding of a Global
The majority of Mauritius-established entities Legal Advisory Services Licence issued by the
are set up as companies and regulators are Financial Services Commission.
familiar with the structure of a company as a
An LLP can be set up by two or more partners.
business vehicle. A company can be incorpo-
The LLP Act also provides for the conversion
rated within 3 working days.
of an existing entity or unincorporated body
Sociétés to an LLP and the re-domiciliation of foreign
Sociétés are set up under the Civil Code or LLPs or Mauritian LLPs to and from Mauritius.
Commercial Code. The participants’ interests There are no restrictions on the residency of the
are referred to as “parts sociales”. Sociétés are partners and a partner can be an individual, an
fiscally transparent and the liability of the entity or an unincorporated body.
“limited partners” can be limited. A société The LLP is required to appoint a manager resi-
commerciale must be registered with the dent in Mauritius at all times which should be
Registrar of Companies. a local management company if the LLP holds a
The disadvantage of sociétés are that they are Category 1 Global Business Licence or a person
based on a form of French partnership law and qualified as a secretary if such is not the case.
French legal concepts and terminology are not The LLP should be registered with the Registrar
understood by all investors. of LLP. A partnership agreement should be put
Limited partnerships in place by the partners which will provide
for the governance of the LLP and the rights
A limited partnership is set up under the
and duties of the partners. The LLP can hold a
Limited Partnerships Act 2011. A limited
Category 1 Global Business Licence if it would
partnership can elect to have legal personality
conduct a major part of its business outside
and must have at least one general partner who
Mauritius. In such case, the LLP Act provides
is liable for all the debts and obligations of the
for public records of the LLP not to be available
partnership, and one limited partner who is
78 LexisNexis Foreign Investment Law Guide 2017-2018
Jason acts for public and private compa-
nies, banks, hotels and real estate on a
range of acquisitions and other corporate
transactions.
Jason sits on a number of boards of directors
including JP Morgan Investments Ltd and
African Legal Network (ALN) and IBL Ltd.
He is also chairman of a family controlled
hotel group.
Prior to joining BLC Robert and after
completing his pupillage with Grays’ Tax
Chambers, the leading tax chambers in the
UK, Jason was a senior associate within the
Trade Finance and Project Finance Group
of Denton Wilde Sapte LLP in London from
2000 to 2005. Jason is also a Chartered
Accountant and worked for Kingston
Jason Harel Smith in their corporate insolvency and
Co-Founding Partner, BLC Robert & restructuring divisions. He is qualified as
Associates a Barrister both in England and Wales and
the Republic of Mauritius.
Jason Harel is a co-founding partner
The Chambers Global Guide describes Jason
of BLC Robert and boasts substantial
as someone who “blends accounting knowl-
experience in corporate M&A, workout
edge with an in-depth knowledge of private
transactions as well as taxation. He gener-
international law” and client feedback in the
ally practises in the areas of corporate and
Chambers Global Guide describes him as
commercial law, mergers and acquisitions,
“extremely responsive, applying a western
corporate insolvency, real estate, tax but
work ethic and with world class experience.”
also advises on litigation matters.
Consistently identified as a ‘leading prac-
titioner’ in his field by legal directories,
for inspection, and its audited financial state- registration, incorporation or corporate filings.
ments to be filed with the FSC. However, the lack of formality and reporting
requirements make a trust less transparent
Trusts
than a company. In addition, trusts do not have
Trusts are formed under the Trusts Act 2001. corporate personality and trustees are subject
They can be created either as a “purpose” or to fiduciary duties. A trust can be set up within
“beneficiaries” trust. Participants are issued 1 working day.
with units in the trust. Trusts are easy to
set up because a trust does not require any Foundations
Jurisdictional Q&A – Mauritius 79A foundation is set up under the Foundations requires the authorisation of the Prime
Act 2012. A foundation can be set up for any Minister’s Office (PMO).
purpose specified in its charter provided its A written application must be made to the
objects are not contrary to the laws of Mauritius. PMO, detailing the precise location of the
Purposes can be charitable, non-charitable or property, a site plan showing its extent, the
both and for the benefit of a person or a class nature of the interest intended to be purchased
of persons to carry out a specified purpose, or or otherwise acquired or held, and the reasons
both. A foundation can be incorporated within for which the application is made. The PMO
3 working days. may, at its entire discretion, request such other
Global Business Licence information it may require.
Mauritius offers two types of Global Business It may take 3 to 6 months to obtain approval of
Licence: the PMO. A certificate of authorisation, setting
out any particular conditions that must be
a) Category 1 Global Business Licence (GBL 1).
respected by the applicant, is issued where the
b) Category 2 Global Business Licence (GBL 2). PMO authorises the application.
Any corporation, whether company, trust,
société, limited partnership, limited laiblility 6. What sectors are heavily regulated or
partnership or foundation can apply for a GBL restricted in your jurisdiction, if any?
1. A GBL 1 entity is resident for tax purposes Conversely, what are some of the more
and so can take advantage of double tax open or unrestricted sectors, if any?
treaties with countries that have them with
There are no restricted sectors as such in
Mauritius. The main characteristic of a GBL 1
Mauritius. However, the banking, non-bank-
is that it must be managed and controlled from
ing financial services sector, the ICT sector,
Mauritius. A GBL 1 can be incorporated within
Freeport activities and tourism activities are
3 working days.
heavily regulated. Licences are required prior to
A private company can also be licensed as a start of operation and the following regulatory
GBL 2. A GBL 2 is not considered resident for bodies are in place to supervise the activities:
Mauritius tax and is therefore not liable to tax
a) The Bank of Mauritius for banking services;
in the country.
b) The Financial Services Commission (FSC)
A GBL 2 does not benefit from double tax
for the non-bank financial services sector;
treaties. There are also certain restrictions on
the activities permitted by a GBL 2 under the c) The ICTA for the ICT sector and Postal
Financial Services Act 2007 A GBL 2 can be Services in Mauritius;
incorporated within 5 working days. d) The Board of Investment for Freeport; and.
e) The Tourism Authority for the overall
5. Under what circumstances are foreign
operations of tourist enterprises.
investments subject to government
approvals? What is the process and f) Investment is more open and encouraged
timeline for such approvals? in the following sectors: Ocean Economy
Renewable Energ y, Sma r t Cit ies,
Investments made by foreign investors in Education, Healthcare, Life Sciences, Water
immovable property (whether freehold or Management, Fishing, Seafood Processing
leasehold) or in a company holding freehold and Aquaculture, Hospitality and Property
or leasehold immovable property in Mauritius Development, Film Industry, Agro-
Industry, Manufacturing and Logistics.
80 LexisNexis Foreign Investment Law Guide 2017-20187. Are there any restrictions on doing goods destined for re-export and provides an
business with certain countries or ideal place for warehousing, processing and
territories in your jurisdiction? (For distribution of goods.
example, sanctions.) To operate in the Freeport zones, a company
must be registered under the Companies Act
There are no restrictions on doing business
2001 (CA2001). A foreign company registered
with certain countries or jurisdictions, except
under CA2001 can also apply for a Freeport
for countries banned by UN sanctions.
certificate. There is no minimum capital for
However, there are product-specific restrictions foreigners wishing to invest in a Freeport
on imports from certain countries. company. In order to set up a company in the
Mauritius Freeport, application for a Freeport
8. What grants or incentives are on offer
certificate should be made to the Board of
to foreign investors, if any?
Investment (BOI), Freeport Unit, by a private
Investment incentives are applied uniformly to Freeport developer or Freeport operator. An
both domestic and foreign investors. Mauritius annual fee of MUR 20,000 must be paid by the
is a low tax jurisdiction and offers a number of Freeport Operator at time of issue of Freeport
other fiscal incentives such as: certificate to BOI. An annual fee of MUR 200,
000 applies in case of Freeport developer.
a) Flat corporate and income tax rate of 15%.
The government of Mauritius is still in the
b) 100% foreign ownership is permitted in
process of establishing special economic zones
certain circumstances.
that will help expand investment opportunities
c) No minimum foreign capital is required. between the countries in the African region.
d) No tax on dividends. There are several industrial zones around the
e) No capital gains tax. island that cater for manufacturing industries
f) Free repatriation of profits, dividends and mainly with all the necessary amenities and
capital. infrastructure in place.
g) Accelerated depreciation on the acquisition 10. What are the main taxes that could
of plant, machinery and equipment. apply to foreign investors in your
h) Exemption from customs duty on jurisdiction? (For example, Personal
equipment. Income Tax, Corporation Tax, Value
i) Direct cash incentives for employers Added Tax and Social Security Payments.)
involved in recruiting and training.
Personal Income Tax
j) Enhanced investment tax credit for invest-
ments in the textile sector. Income is taxable when either:
k) Extensive network of double tax avoidance (a) It was earned in Mauritius (whether the
treaties. employee was resident in Mauritius or
elsewhere).
9. Are there any free trade, special (b) It was earned at a time when the employee
economic or industrial zones in your was resident in Mauritius (whether earned
jurisdiction and what are their in Mauritius or elsewhere).
requirements?
The Mauritius Freeport (free trade zone)
established in 1992 is a customs-free zone for
Jurisdictional Q&A – Mauritius 81Employees are subject to monthly tax under Withholding Tax
the pay-as-you-earn (PAYE) scheme at the flat Dividends – there is no withholding tax on
rate of 15%. An employee whose emoluments dividends
do not exceed MUR23,078 a month is exempt
Interest – A 15% withholding tax generally
from PAYE. A tax resident employee is entitled
applies to interest paid by any person, other
to an income exemption threshold, which is
than a bank or non-bank deposit-taking
deducted from income to arrive at the charge-
institution, to any person other than a com-
able amount (if any).
pany resident in Mauritius, unless specifically
Corporate Taxation exempted.
Tax resident business Royalties – The general rate of withholding
Income derived from Mauritius or elsewhere tax on royalties paid to non-residents is 15 %,
by business vehicles resident in Mauritius are although specified non-residents are exempted.
subject to tax in Mauritius, subject to certain A 10% withholding tax generally applies to
exceptions. royalties paid to residents.
Non-tax resident business Value Added Tax (VAT)
Income derived from Mauritius by business VAT applies to goods and services. It is charge-
vehicles that are not resident in Mauritius will able on taxable supplies of goods and services
be taxed in Mauritius, subject to the business made in Mauritius by taxable persons in the
vehicle qualifying for relief under a double course any business. VAT is also payable on
tax treaty between Mauritius and the country importation of goods into Mauritius, irrespec-
where the business vehicle is resident. tive of whether the importer is taxable or not.
The rate of VAT is 15% on a taxable supply or
A GBL 1 company is taxed at a flat corporate
0% on a zero-rated supply. Goods and services
rate of 15% on business profits, although for-
which are exported and certain goods and
eign tax credits will be allowed to the full extent
services which are supplied on the local market
on the Mauritius tax for taxes paid at source
are zero rated supplies.
(where this can be evidenced). Alternatively, a
system of foreign tax credits of 80% effectively Social Security Payment
reduces the income tax rate to 3% on the qual- Employees’ contributions are set out in the
ifying income of the company. The tax payable National Pensions Act 1976 and the National
in Mauritius can be less than 3% (and can be Savings Fund Act 1995 as follows:
reduced to nil), where the actual foreign taxes
(a) National pensions fund: 3%.
are more than 12%.
(b) National savings fund: 1%.
A GBL 2 company is not resident in Mauritius
for the purposes of qualifying for relief under Contributions to the funds must be calculated
a double tax treaty except for exchange of on the employee’s basic wage (not exceeding
information purposes, if the treaty provides MUR16,655 a month).
for it. It cannot benefit from relief under the From 2016, employees must file an annual tax
networks of Double Tax Avoidance Agreements return by 30 September for the employment
(DTAAs) to which Mauritius is a party. A GBL period 1 July to 30 June.
1 company is a resident in Mauritius for tax
Employers
purposes, but a GBL 2 company is an exempt
body and is therefore not liable to pay tax in Employers’ contributions are set out in the
Mauritius. National Pensions Act 1976 and the National
Savings Fund Act 1995 as follows:
82 LexisNexis Foreign Investment Law Guide 2017-2018of the sale of a majority stakeholder of a
company listed on the Stock Exchange of
Mauritius and counselled various sophisti-
cated and expert investors in the acquisition
of companies incorporated in Mauritius. He
has also advised Courts Asia, a company
listed on the Singapore Stock Exchange,
in respect of the proposed acquisition of
the one of biggest furniture business in
Mauritius. Currently Fayaz is also the
advisor to General Electric, a multinational
conglomerate corporate, RIU Hotel and
Resort Group, one of the renowned names
in the hotel industry.
In terms of Employment law, he is one of
the lead Employment Lawyer in the firm
advising several high profile banks, hotels
Fayaz Hajee Abdoula and other large players in the local indus-
Senior Associate, BLC Robert & try. Fayaz has also advised on cross border
Associates employment matters, offshore companies
employing staffs in Mauritius and advises
Fayaz Hajee Abdoula is a Senior on all aspects of employment laws to our
Associate at BLC Robert with Mergers foreign clients in Mergers and Acquisitions
and Acquisitions, Company Law and transactions.
Employment Law as his area of expertise. Fayaz joined BLC Robert as a pupil under
Since joining BLC Robert in 2009, he has Mr. Iqbal Rajahbalee, Senior Counsel,
obtained a wide range of experience in and was thereafter admitted to the Bar of
Mergers and Acquisitions transactions. Mauritius in January 2010. Fayaz read law
Fayaz has advised on some major transac- at the University of Manchester (United
tions which would include but not limited Kingdom) and was called to the Bar of
to, representing a financial conglomerate England and Wales at the Honourable
in the potential purchase of a Mauritius Society of Lincoln Inns.
real estate fund; a purchase bid in respect
(a) National pensions fund: 6%. 11. What are some of the employment
regulations in your jurisdiction that
(b) National savings fund: 2.5%.
foreign investors should be aware of? Is
(c) Monthly training levy of 1.5% of basic wage it possible to secure residency permits or
of every employee. work visas for foreign nationals under
Employers must file a return with details of investment?
employees by 15 August.
The main piece of legislation governing employ-
ment law in Mauritius is the Employment
Jurisdictional Q&A – Mauritius 83Rights Act 2008 which covers: employment An application for occupation permit can be
contracts; minimum age for employment; made by foreign professionals or investors. An
hours of work; remuneration; and other basic occupation permit is a combined work and res-
terms and conditions of employment. idence permit that allows a foreign professional
Other legislation includes: to reside and work in Mauritius. Applications
for an occupation permit can be submitted in
(a) the Employment Relations Act 2008 which
any the following three categories:
governs trade unions, fundamental rights
of workers and employers, collective bar- Investor
gaining, dispute resolution and related The business activity should generate a turno-
matters; ver exceeding MUR 4 million annually with an
(b) the Sex Discrimination Act 2002 which initial investment of USD 100,000 per investor
prohibits discrimination on the ground of or its equivalent in freely convertible foreign
sex in various circumstances; currency.
(c) the Investment Promotion Act 2000 which In case there is more than one investor, the
provides for the issue of occupation permits turnover criteria should apply in respect of
to foreign professionals; each applicant (i.e. MUR 8 million for two
(d) Remuneration Orders issued by the applicants, MUR 12 million for three appli-
Ministry of Labour, Industrial Relations cants, and so on);
and Employment. Sets out the additional Professional
rules of employment in industries operating
Basic salary should exceed MUR 60,000
with specific needs;
monthly. However, the basic salary for the
(e) the Additional Remuneration Act 2016 category of Professional in the ICT Sector
which is amended annually and provides should exceed MUR 30, 000 per month. For
for payment of additional remuneration all applications submitted prior to 31 October
to employees of the private sector to com- 2015, the salary threshold of MUR 45,000 still
pensate for the rise in the cost of living/ applies;
inflation;
Self Employed
(f) the Private Pensions Schemes Act 2012
which provides a regulatory framework Income from the business activity should
for the operation of private pensions in exceed MUR 600,000 annually for the first two
Mauritius; years of activity with an initial investment of
USD 35,000 or its equivalent in freely converti-
(g) the End of Year Gratuity Act 2001 which
ble foreign currency. The annual income for the
provides for payment of an end of year
third year must exceed MUR 1,200,000.
gratuity to employees of the private sector;
The process takes approximately ten working
(h) the Non-citizens (Employment Restriction)
days. When approved, the foreign professional
Act 1975 which provides work permits for
is registered with the Board of Investment and
expatriates;
the Passport and Immigration Office issues the
(i) the Occupational Safety and Health Act 2005 occupation permit.
which governs safety, health and welfare of
employees at work; and
(j) the Recruitment of Workers Act 1993 which
governs private recruitment agencies.
84 LexisNexis Foreign Investment Law Guide 2017-2018advised a subsidiary of the World’s largest
paper company by volume in corporate law
matters.
He is well versed in domestic and inter-
national aspects of taxation. He regularly
advises in the development of tax opti-
misation structures and the application
of tax treaties and investment promotion
and protection agreements. As part of his
assignments, he has advised a multinational
conglomerate in developing a tax optimisa-
tion structure for its Africa operations.
Javed has also been involved in a number
of employment law related matters. He
regularly advises on employment contracts,
staff policy handbooks, labour relations,
employee transfer, immigration and
Javed Niamut work permits, issues of recruitment and
Associate, BLC Robert & Associates termination and the implementation and
structuring of employee share ownership
Javed Niamut is a barrister at BLC Robert schemes and options plans. He has recently
and is mainly involved in corporate, tax advised one of the top ten largest phar-
and employment law matters. maceutical companies in the world on the
Since joining BLC Robert in March 2012, restructuring of its workforce in Mauritius.
he has acted for various international Javed read law at Oxford Brookes University
clients on corporate restructurings, joint and completed the Bar Vocational Course at
ventures and mergers and acquisitions. the University of the West of England. He
He has recently acted for one of the was called to the Bar of England & Wales
most established independent private in 2011 at the Honourable society of the
equity firms in Asia in connection with Middle Temple. He is also a member of the
the acquisition of a leading provider of Bar Association in Mauritius since January
company formations, trust, corporate and 2013.
fund administration services. He has also
12. Can foreign investors acquire real Certain statutory exceptions to the requirement
property and land in your jurisdiction? of obtaining the authorisation of the PMO
Are there any restrictions or limitations? include:
(a) Holding immovable property for commer-
The holding of interests in real property
cial purposes under a lease agreement not
(whether freehold or leasehold) by foreign
exceeding 20 years; and/or
entities requires the authorisation of the Prime
Minister’s Office (PMO).
Jurisdictional Q&A – Mauritius 85(b) Purchasing luxury villas, apartments, 17. Does your jurisdiction have any
penthouses or other similar properties bilateral or multilateral investment
under the Invest Hotel Scheme, Property protection treaties with Asia-Pacific
Development Scheme and Smart City jurisdictions that are commonly used for
Scheme. investing into the country?
13. Are there any processes in your Mauritius has signed Investment Promotion
jurisdiction that can block foreign and Protection Agreements with the following
investment under specific circumstances? Asia Pacific countries: China, India, Indonesia,
Pakistan, Republic of Korea and Singapore.
There are no such processes in Mauritius that
can block foreign investment. 18. What intellectual property rights
protections are available in your
14. What foreign currency or exchange jurisdiction to foreign investors?
controls should foreign investors be
aware of? Intellectual property is protected under two
branches – industrial property and copyright.
There is no exchange control in Mauritius.
The Industrial Property Office’s (IPO) responsi-
No approval is required for the repatriation of
bilities include handling and administration of
profits, dividends, or capital gains earned by a
foreign investor in Mauritius. applications for the protection of patents, indus-
trial designs and trademarks. Applications
15. Are there any restrictions, approval are made using prescribed forms and paying
requirements or potential penalties if a statutory fees. The duration of protection for:
foreign investor withdraws their (a) patents is 20 years; (b) industrial designs is
investment in your jurisdiction? 5 years; and (c) trademarks is 10 years.
An Industrial Property Tribunal (IPT) exists to,
There are no such restrictions, approval
inter alia, hear appeals of persons aggrieved by
requirements or potential penalties if a for-
certain IPO decisions and confirm, amend or
eign investor withdraws his investment from
cancel such decisions. The IPT is also empow-
Mauritius
ered to invalidate decisions as to whether
16. What contract enforcement and patents should have been granted, or industrial
investor protection mechanisms are in designs or trademarks been registered.
place in your jurisdiction, if any? The Copyright Act 2014 (CA 2014) provides for
effective protection of copyright and related
Contract enforcement can be done either rights. An author who registers his artistic,
through the court or through arbitration. literary or scientific work with the Rights
Effective mechanisms are in place for arbitra- Management Society (RMS) secures economic
tion in Mauritius. rights (reproduction, adaptation, distribution)
Mauritius has entered into numerous and moral rights (claiming authorship, object-
Investment Promotion and Protection ing to distortion or alteration) that subsist in
Agreements (“IPPAs”). IPPAs promote and the copyright material, and reinforces the claim
protect the interests of investors from one of authorship by depositing such material with
country in the territory of the country where the RMS. The RMS may represent and defend
the investment is being made. the interests of its members in Mauritius.
86 LexisNexis Foreign Investment Law Guide 2017-201819. Are there any environmental policies requirements. BOI acts as the single interface
and regulations that (potential) foreign with all investors and liaises with relevant
investors should be aware of prior to or authorities for the granting of work permits,
throughout the investment process in residence permits and other relevant permits
your jurisdiction? required by the investor to operate in Mauritius.
www.investmauritius.com
Prior to undertaking certain development activ-
Financial Services Promotion Agency (FSPA)
ities in Mauritius, foreign investors are required
has the mandate to promote Mauritius as a
to carry out a Preliminary Environment Report
premier financial centre and as a platform for
(PER) or an Environment Impact Assessment
structuring cross border investments in key
(EIA) on such project and obtain a PER
markets. www.mauritiusifc.mu
approval or EIA licence (as applicable). Projects
of a lesser scale and which by their very nature, Non-governmental bodies
are not highly polluting require a PER while a Mauritius Chamber of Commerce and
full EIA is required where significant adverse Industry (MCCI) is a not-for-profit private
environmental impacts will likely result from sector institution in Mauritius which provides
development of the project. The Environment a wide array of services through dedicated
Protection Act 2002 provides for a list of activ- resources across the business spectrum such
ities which require a PER or an EIA. A PER as trade facilitation, economic analysis, trade
or an EIA may be required for any non- listed negotiations, advocacy, advisory services, net-
activity, which, by reason of its nature, scope, working, arbitration and market intelligence.
scale and sensitive location could have an www.mcci.org
impact on the environment.
COMESA Regional Investment Agency aims
Some of the relevant regulations and guidelines to liberalise and promote trade facilitation in
are: the region.www.comesaria.org
The Environment Protection (Applications for The Mauritius Africa Fund was set up as a
PER Approval and EIA Licence) (Processing public company limited by shares and will
Fees) Regulations 2011. encourage domestic enterprises to invest in
A proponent’s guide to Environmental Impact Africa. www.mauritiusafricafund.com
Assessment (EIA)
21. Have there been any recent proposals
A Proponent’s guide to preliminar y
for reforms or regulatory changes that
Environmental Report (PER) (Yvette note this
will impact foreign investment in your
hyperlink too)
jurisdiction?
20. Are there any government agencies
The Business Facilitation (Miscellaneous
or non-governmental bodies that
Provisions) Act 2017 is introducing the follow-
(potential) foreign investors can turn to
ing key amendments:
for more information on investment in
your jurisdiction? Amendments to existing legislations such as
the Companies Act, the Local Government
Government agencies Act and the Business Registration Act will be
made in order to facilitate the setting-up of a
The Board of Investment (BOI) is the gov-
business within less than one working day and
ernment agency responsible for promoting
registration of businesses and incorporation of
investment in Mauritius, and it also helps
companies will be made within two hours.
guide investors through legal and regulatory
Jurisdictional Q&A – Mauritius 87The Investment Promotion Act is being (IP Box). The preferential tax regime of
amended to implement a national electronic the IP box will complement the Regulatory
licensing platform which will provide a single Sandbox License.
point of entry for application, processing and h) GBC1 will be required to fulfil at least two
determination for permits and licenses. This (currently one) of the six FSC criteria to
project also includes the setting up of a cen- demonstrate substance.
tralized Electronic Registry of licenses which
will hold and provide critical data on licensing 22. Are there any other features
requirements. regarding foreign investment in your
The following are some of the measures pro- jurisdiction or in Asia that you wish to
posed on 8 June 2017 during the 2017- 2018 highlight?
budget speech by the Government of Mauritius:
Doing business in Mauritius is both easy and
a) The creation of an Economic Development smooth and complies with best practices in
Board (EDB) integrating BOI, Enterprise terms of transparency, good governance and
Mauritius, t he Fina ncia l Ser v ices ethics. Mauritius is top ranked in Africa and
Promotion Agency and the Mauritius 49th globally in the World Bank’s Ease of Doing
Africa Fund to ensure greater coherence Business 2016 Report. In 2016, Mauritius again
and effectiveness in implementing policies topped the list of African Countries in the Mo
and actions. Ibrahim Index of Corporate Governance. The
b) The EDB will collaborate in the creation of a country adopted internationally accepted
Regional Fintech Association to create links anti-money laundering and terrorist financing
with other international institutions such legislations and is listed in the OECD white list
as Innovate Finance London and Fintech of offshore jurisdiction.
Circle. Mauritius has the right scheme and framework
c) An Innovator Occupation Permit will be to position itself as the key Financial Centre,
introduced for innovative start-ups with a Trading hub and Doing Business Platform.
minimum operational expenditure of 20% This platform rests on two fundamental pillars
for Research and Development purposes. namely: a credible and substantive interna-
d) High tech machines and equipment brought tional financial centre and a good regional
by investors from abroad will be considered logistics platform.
as part of the minimum investment of USD The open and business friendly economy of
100,000 required to obtain an Occupation Mauritius combined with its modern infra-
Permit. structures makes it an attractive place for
e) An 8-year income tax holiday on the income investors. A new business can be set up and
derived from the totality of Intellectual be operational within 3 working days. The
Property Assets will be given for new country’s Investment regulations are in line
companies involved in innovation-driven with the WTO’s agreement on Trade Related
activities. Investment Measures.
f) 8-year income tax holiday will be given for
new companies engaged in the manufac-
turing of pharmaceutical products, medical
devices and high-tech products.
g) The introduction of an Innovation Box
Regime for Intellectual Property assets
88 LexisNexis Foreign Investment Law Guide 2017-2018About the Authors:
Jason Harel, BLC Robert & Associates W: www.blc.mu
Co-Founding Partner A: 2nd Floor, The AXIS
E: jason.harel@blc.mu 26 Bank Street, Cybercity
Ebene 72201
Fayaz Hajee Abdoula Mauritius
Senior Associate, BLC Robert & T: + 230 403 2400
Associates F: + 230 403 2401
E: fayaz.Abdoula@blc.mu
Javed Niamut
Associate, BLC Robert & Associates
E: javed.Niamut@blc.mu
Jurisdictional Q&A – Mauritius 89BANKING & FINANCE · CORPORATE & COMMERCIAL · CAPITAL MARKETS & FUNDS · DISPUTE RESOLUTION · INTELLECTUAL PROPERTY & TMT
Fiduciary intelligence.
Legal backbone.
A strategic alliance that puts you first.
BLC Robert, the leading legal firm of Mauritius, strengthens
your chances of success through its long-term and productive
integration with AXIS, its high-performance corporate arm.
Together we assist with the setting up of companies, trusts,
funds and other legal entities along with full corporate
secretarial, accounting and other ancillary services.
Seamlessly located in one premises, this powerful, proven
alliance between leading legal and corporate professionals
will give you a formidable advantage in the Mauritius
jurisdiction and well beyond into Africa.
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