How International Businesses Use Holding Companies in Mauritius

A Mauritius holding company can simplify global ownership, but its management and exit strategy must work together.

A holding company is useful when it solves an existing business problem. A group with subsidiaries in several countries may want a single parent company through which shareholders hold their interests. New investors may prefer to invest at group level, while founders may want to separate ownership from the companies responsible for day-to-day operations.

Mauritius may be worth considering for this role in an international structure. However, a holding company is not a separate statutory company type. The more important questions are which legal vehicle will hold the investments, where it will be managed and controlled, and how money will flow through the structure.

Start With What the Parent Is Supposed to Do

Placing several subsidiaries beneath one parent can make a group’s ownership structure easier to understand. It may also create a single level at which shareholder rights, financing arrangements and future investments can be negotiated. That does not mean an additional company automatically improves the group.

A Mauritius holding company brings its own governance, regulatory, accounting and tax obligations. Before restructuring an existing ownership arrangement, the commercial benefit should be clear. A parent company that simplifies future investment or an eventual sale may be useful. One that merely adds another layer may not be.

This is different from ordinary company incorporation in Mauritius. The proposed entity is intended to perform a specific role within a wider group, so the structure as a whole should be assessed before the company is established.

A GBC and an Authorised Company Are Not Interchangeable

For many international structures, the distinction between a Global Business Company (GBC) holding a Global Business Licence and an Authorised Company is important.

A GBC must be managed and controlled from Mauritius and administered by a licensed Management Company. It must also meet the applicable substance requirements, including carrying out its core income-generating activities in or from Mauritius.

In assessing whether management and control are genuinely exercised in Mauritius, the statutory framework allows the Financial Services Commission (FSC) to consider factors including whether the company has at least two suitably qualified Mauritius-resident directors, maintains its principal bank account in Mauritius, keeps its accounting records at its registered office in Mauritius, prepares and audits its statutory financial statements in Mauritius, and holds board meetings attended by at least two Mauritius-resident directors.

An Authorised Company follows a different model. Its business must be conducted principally outside Mauritius, and its central management and control must remain outside the country. It must have a registered agent in Mauritius, which must be a Management Company. In addition, the majority of its shares or voting rights, or its legal or beneficial interest, must be held or controlled by a person who is not a citizen of Mauritius.

Investment holding may be undertaken through an Authorised Company, subject to the applicable statutory conditions and restrictions. Certain regulated activities are excluded from this regime. An Authorised Company meeting the relevant conditions is generally treated as non-resident for Mauritius income-tax purposes.

The choice is therefore not simply about which route makes incorporation easier. The two structures have different management, control and regulatory requirements, and the appropriate vehicle depends on the activities and objectives of the group.

Dividend Treatment Depends on Where the Income Comes From

Mauritius generally applies a standard corporate income-tax rate of 15%, although exemptions, partial exemptions and other applicable provisions may affect the final tax liability.

For a holding company, dividends require particular attention.

Foreign-source dividends derived by a company may qualify for an 80% partial exemption, subject to the prescribed conditions. These include the requirement that the dividend has not been allowed as a deduction in the country of source, compliance with the company’s relevant filing obligations under the applicable legislation, and adequate resources for holding and managing share participations.

Dividends received from a Mauritius-resident company are generally exempt from income tax.

For a group planning to establish a Mauritius holding company, the relevant question is therefore not simply whether dividends will flow to the parent. The source of the dividends and the conditions governing any exemption must be assessed before the structure is implemented.

Management Has to Work in Practice

For a GBC, substance cannot be established merely by completing paperwork after the company has begun operating.

The location of board meetings, the maintenance of company records, banking arrangements and the people actually making investment decisions all matter.

Banking arrangements also changed in 2026. Under the FSC’s new authorised bank-signatory regime, the authorised signatories for each bank account operated by a GBC must include at least one officer of its Management Company. That individual must be an approved officer under section 24 of the Financial Services Act. The requirement took effect on June 19, 2026.

GBCs should confirm the applicable transitional deadline and compliance arrangements with the FSC or their Management Company before relying on a particular deadline.

This makes the management model a practical issue rather than a box-ticking exercise. Before significant assets are placed under the company, the group should establish who can authorise investments, sign financing documents and operate bank accounts.

Treaty Planning Still Has to Be Done Country by Country

Mauritius has concluded a number of tax treaties with other jurisdictions. The current treaty list and the status of each agreement should be checked against official sources when a structure is being planned.

The existence of a treaty does not mean every Mauritius holding company will receive the same tax treatment.

A GBC seeking treaty benefits may need a Tax Residence Certificate. For a company holding a Global Business Licence, the Mauritius Revenue Authority’s process requires a recommendation from the FSC before the application proceeds.

The relevant treaty must then be examined in detail. Anti-abuse provisions, residence requirements, the nature of the income and the rules applying in the subsidiary’s jurisdiction can all affect the outcome.

A coordinated cross-border advisory team should assess each relevant ownership corridor separately. The same approach is necessary when international law firms coordinate a restructuring involving subsidiaries in several jurisdictions.

Plan the Sale Before Building the Structure

A useful test is to imagine the group five years from now. Suppose one subsidiary is sold. Can that business be separated without disturbing the rest of the group? If a new investor wants exposure to only one division, can the investment be made at subsidiary level? If the investment instead comes into the parent, what rights will the investor receive across the wider group?

These questions influence the company’s constitution, shareholders’ agreement, board powers, reserved matters and financing arrangements.

They can also expose problems that are difficult to identify from a simple ownership chart. A structure may work smoothly while all shareholders agree but become much more complicated after a funding round or a disagreement between founders.

For very large multinational groups, Mauritius’s qualified domestic minimum top-up tax (QDMTT) regime may also need to be considered. The regime applies to in-scope multinational enterprise groups meeting the relevant revenue threshold of at least €750 million in consolidated annual revenue in at least two of the four fiscal years immediately preceding the relevant fiscal year.

The applicable rules, including the treatment of constituent entities located in Mauritius, should be examined for each group. The regime applies to fiscal years ending on or after January 1, 2025, corresponding to the year of assessment commencing on July 1, 2025, and subsequent years.

Conclusion

The fact that Mauritius permits international holding structures is only the starting point. The parent company must fit the ownership plan, management arrangements, expected dividend flows and anticipated exit. These elements are easier to align before subsidiaries are transferred than after the new structure is already in place.

Through its international alliance, Kaden Boriss facilitates coordination between independent member firms and appropriately qualified professionals on corporate structuring, governance and cross-border commercial arrangements. Legal and regulated professional services are provided by the relevant member firm or appropriately licensed professional in the applicable jurisdiction.

For businesses comparing structures, the task for leading law firms is not simply to establish a holding company. It is to determine whether the structure will continue to work when the group raises capital, distributes profits, changes ownership or eventually sells an asset.

Frequently Asked Questions