Mauritius has developed into a recognised international financial centre, offering a regulated environment for investment and financial services businesses. For companies seeking to establish an international investment operation, a Mauritius Investment Dealer Licence held through a Global Business Licence (GBL) can provide a flexible and internationally recognised structure.
One of the available licence categories is the Investment Dealer – Full-Service Dealer Excluding Underwriting, which permits a broad range of investment activities while excluding the underwriting or distribution of securities on behalf of an issuer or holder.
What is a Mauritius Investment Dealer Licence?
A Mauritius Investment Dealer Licence is issued by the Financial Services Commission (FSC) and authorises a company to conduct specified investment and securities activities in accordance with its approved licence conditions.
The principal regulatory framework is established under the Securities Act 2005 and the Securities (Licensing) Rules 2007, together with other applicable financial services legislation.
The Full-Service Dealer Excluding Underwriting licence may allow a company, subject to FSC approval, to deal in securities, manage client portfolios and provide investment advice ancillary to its business activities. It does not, however, permit the company to underwrite or distribute securities on behalf of an issuer or holder.
Permitted investment activities
Depending on the approved business model, the regulatory framework covers a broad range of securities and financial instruments, including:
- shares and stocks;
- bonds, debentures and other debt instruments;
- government securities and treasury bills;
- collective investment scheme interests;
- warrants and options;
- futures, forwards and other derivatives;
- depository receipts; and
- other transferable securities approved by the FSC.
The precise activities a company may undertake will depend on its application, business plan and licence conditions.
Why use a Mauritius GBL structure?
The Investment Dealer can be structured through a Mauritius company holding a Global Business Licence (GBL).
The GBL provides the framework for conducting qualifying global business activities from Mauritius, while the Investment Dealer Licence provides the specific regulatory authorisation for the investment activities.
Mauritius offers several advantages for international businesses, including:
- an established and regulated financial services sector;
- an extensive network of Double Taxation Agreements;
- a competitive corporate tax framework;
- access to international markets, particularly Africa and Asia; and
- participation in international financial regulatory cooperation.
A GBL company may also benefit from Mauritius’ tax treaty network, subject to satisfying the applicable requirements.
Mauritius Investment Dealer Licence Requirements
The FSC assesses the applicant’s business model, ownership, management, governance, financial resources, compliance framework and operational substance before granting an Investment Dealer Licence.
Capital and insurance
The minimum unimpaired stated capital for a Full-Service Dealer Excluding Underwriting is MUR 1 million, or its equivalent in a major currency. The capital must remain unimpaired while the company is licensed.
The company must also maintain appropriate Professional Indemnity Insurance, with the level of cover depending on the nature, volume and risk of its activities.
Directors and shareholders
The board must demonstrate an appropriate combination of experience, expertise, governance and independence. Directors and other key persons must satisfy the applicable fit and proper requirements.
Shareholders and beneficial owners are also subject to due diligence. The FSC will consider matters including their integrity, financial standing, source of funds and overall track record.
Qualified dealers
A Full-Service Dealer Excluding Underwriting must generally have at least two appropriately qualified dealers.
The relevant competency requirements generally include a degree in a relevant field and at least eight years of relevant experience in investment business.
MLRO and compliance
The company must appoint a suitably qualified Money Laundering Reporting Officer (MLRO) and an alternate/deputy MLRO.
The company must also maintain appropriate procedures addressing anti-money laundering and counter-terrorist financing, conflicts of interest, client confidentiality, risk management and the prevention of market abuse and misuse of inside information.
Mauritius office and substance
A licensed Investment Dealer must maintain an appropriate place of business in Mauritius from which its operations can be conducted.
Substance is an important consideration for both regulatory and tax purposes. The company should be able to demonstrate appropriate management and control, governance, personnel, infrastructure and decision-making in Mauritius.
The exact substance requirements will depend on the company’s activities and circumstances, but the structure should reflect genuine business operations rather than simply a registered entity.
Tax treatment of a Mauritius GBL
Mauritius generally applies a 15% corporate income tax rate.
The Partial Exemption Regime may provide an 80% exemption on qualifying categories of income, subject to meeting the applicable conditions and substance requirements. For qualifying income, this can result in an effective tax rate of 3%.
Mauritius also generally does not impose capital gains tax, while the treatment of dividends and interest paid to non-residents may be advantageous, subject to applicable legislation.
The actual tax position should always be reviewed based on the company’s activities, income, ownership structure, substance and the tax rules applicable in the relevant jurisdictions.
Application process
A Mauritius Investment Dealer Licence application generally involves the following stages:
1. Business and regulatory assessment
Review the proposed activities, target markets, products and clients and determine the appropriate licence structure.
2. Establishment of the GBC
Incorporate the Mauritius company and obtain the Global Business Licence.
3. Management and governance
Identify suitable directors, dealers, MLRO and other key personnel and complete the necessary due diligence.
4. Business plan and compliance framework
Prepare the business plan, financial projections, internal policies, AML/CFT procedures and other regulatory documentation.
5. Local substance
Establish the required office, management and operational infrastructure in Mauritius.
6. FSC application and review
Submit the Investment Dealer Licence application and respond to any questions or additional information requests from the FSC.
7. Licensing and commencement
Following approval, satisfy any licence conditions and commence operations in accordance with the approved business model.
Documents required
The FSC will require comprehensive information concerning the company, its proposed activities, shareholders, beneficial owners, directors and key officers.
Typical documentation includes the company’s constitutional documents, board resolutions, business plan, description of proposed activities, ownership structure, internal procedures, AML/CFT policies and relevant agreements.
Directors, shareholders and beneficial owners will generally need to provide due diligence documents such as CVs, certified passports, proof of address, academic and professional qualifications, employment and professional references and bank references.
Ongoing compliance
Obtaining the licence is only the first stage. A licensed Investment Dealer must continuously comply with its licence conditions and applicable Mauritius legislation.
Ongoing obligations include maintaining the required capital, qualified personnel, appropriate office and compliance functions, Professional Indemnity Insurance and proper accounting records.
The company must also submit its audited financial statements and tax and regulatory filings within the prescribed deadlines and maintain effective AML/CFT and internal control systems.
Regular monitoring of regulatory developments is therefore essential to ensure that the company remains compliant.
How long does it take?
The incorporation of a Mauritius GBC may generally take approximately 3–4 weeks, provided that the required documentation is complete.
The Investment Dealer – Full-Service Dealer Excluding Underwriting licensing process may take approximately 5–7 months, depending on the complexity of the proposed activities, the completeness of the application and the FSC’s review process.
Early preparation of the business plan, governance structure, compliance framework and due diligence documents can help minimise delays.
How The Aspen Trust Group can assist
We can assist with the establishment and ongoing administration of a Mauritius GBC and Investment Dealer structure, including:
- GBC and GBL structuring and incorporation;
- preparation and submission of the Investment Dealer Licence application;
- liaison with the FSC and relevant authorities;
- provision of registered office and Mauritius resident directors, where required;
- company secretarial services;
- assistance with bank account opening;
- accounting and financial statements;
- coordination with auditors;
- tax and statutory filings;
- regulatory compliance monitoring; and
- assistance with Mauritius substance and management-and-control requirements.