経済的実体要件は、グローバル・ビジネス・カンパニー（GBC）がモーリシャスで真の経済活動を行っていることを証明することを義務付けるものであり、実態のない所在地だけの法人であることを防ぎます。経済的実体要件は、OECDのBEPSへのコミットメントとEUの行動規範グループの基準に従い、モーリシャスで正式化され、2007年金融サービス法に基づくGBCライセンスのフレームワークを通じて金融サービス委員会（FSC）によって施行されています。経済的実体要件を満たすことは単なる規制上の義務ではなく、GBCライセンスの維持、1995年所得税法に基づく外国源泉所得への部分的免除の適格性、二重課税回避協定（租税条約）の特典へのアクセス、およびMRAからの税務居住証明書の取得に不可欠です。FSCは、GBCの業務の総合的な審査に基づいて経済的実体を評価します：地元従業員の数と資格、物理的な事務所の適切さ、地元経費の水準、モーリシャスで開催される取締役会の頻度、取締役会が真に機能し単なる形式的承認機関ではないかどうか、そしてGBCの主要な所得創出活動がモーリシャスまたはモーリシャスから真に行われているかどうかです。求められる経済的実体のレベルは、GBCの活動の性質、規模、および複雑さに比例します。当社チームは、現在の取り決めの評価とギャップの特定から、FSCへの経済的実体を証明する強固なエビデンスファイルに裏付けられた事務所スペース、スタッフ、資格のある地元取締役、および取締役会議管理を含む実際的な解決策の提供まで、包括的な経済的実体のアドバイスと実施サービスを提供します。.
Key Features of Economic Substance in Mauritius
Management and Control in Mauritius
The GBC must be managed and controlled from Mauritius, meaning key strategic and operational decisions must be made by the board in Mauritius. Board meeting minutes must reflect genuine deliberation and decision-making, not just approval of decisions made elsewhere.
Qualified Local Employees
The GBC must employ a sufficient number of qualified persons in Mauritius, commensurate with its activities. The qualifications and experience of local employees must be relevant to the GBC's business — administrative staff alone are generally not sufficient for substantive activities.
Physical Office Premises
A physical office with adequate facilities — not merely a registered address — must be maintained in Mauritius. The office must be equipped for the GBC's operations and have space for employees and management to work effectively.
Adequate Local Expenditure
The GBC must incur expenditure in Mauritius proportionate to its activities and income. This includes office rent, salaries and benefits of Mauritius-based employees, professional fees, utilities, and other operating expenses in Mauritius.
Board Meetings Held in Mauritius
Board meetings must be held in Mauritius with a quorum of directors physically present. The frequency of board meetings should be appropriate to the GBC's business — quarterly board meetings are common for an actively managed GBC.
Core Income-Generating Activities in Mauritius
The core income-generating activities of the GBC — the activities that generate its primary revenue — must be conducted in or from Mauritius. The specific activities depend on the nature of the business, and the FSC assesses substance in the context of the GBC's stated activities.
Tax Residency Certificate Eligibility
A GBC that meets substance requirements can obtain a Tax Residency Certificate (TRC) from the MRA, confirming its tax resident status in Mauritius. The TRC is required to claim benefits under DTAs and is reviewed annually by the MRA.
Partial Exemption Linkage
Eligibility for the 80% partial exemption on qualifying foreign-source income is contingent on the GBC meeting the applicable substance requirements. The FSC and MRA assess substance as part of the exemption qualification process.
Substance Evidence File
We prepare and maintain a substance evidence file for each GBC, compiling documentation of all substance indicators — employment records, office lease, board minutes, local expenditure records — for presentation to the FSC or MRA on request.
Outsourced Substance Solutions
Certain substance functions can be outsourced to a licensed management company such as ourselves, including provision of office space, local directors, administrative staff, and company secretarial support. However, core decision-making must remain genuinely in Mauritius.
How to Meet Substance Requirements in Mauritius
Substance Assessment
We conduct a detailed assessment of the GBC's business activities, income streams, and current operational arrangements to identify the substance requirements applicable to its specific business model and the FSC's guidelines for entities with similar activities.
Gap Analysis
We compare the GBC's current substance arrangements against the applicable requirements, identifying specific gaps — insufficient local employees, no dedicated office space, board meetings not held in Mauritius — and ranking them by risk and priority.
Substance Implementation Plan
We prepare a practical implementation plan to address identified gaps, specifying the actions required, the responsible parties, the timeline, and the expected cost. We present options and recommendations for each gap.
Office Space and Infrastructure
We provide or assist in sourcing dedicated office space in Mauritius — at our own premises or through our network of property contacts — equipped for the GBC's operations with appropriate IT infrastructure, meeting room access, and a professional business environment.
Staff Recruitment and Deployment
Where the GBC requires local employees, we assist with recruitment, employment contracts, and onboarding. We can also provide qualified, experienced staff on a shared or dedicated basis as part of our substance solutions service.
Local Director Services
We provide qualified, experienced local directors who attend and participate genuinely in board meetings, review management reports, exercise independent judgment, and contribute substantively to the governance of the GBC.
Board Meeting Management
We manage the logistics of board meetings in Mauritius, prepare board packs and agenda, attend meetings, prepare detailed minutes reflecting genuine deliberation and decision-making, and maintain the GBC's board minute book.
Substance Evidence File and FSC Reporting
We compile and maintain a comprehensive substance evidence file covering all key substance indicators and provide the FSC with accurate substance-related information in the GBC's annual renewal and other regulatory filings.
Requirements for Economic Substance in Mauritius
- Description of the GBC's business activities and core income-generating activities
- Current details of local employees: names, qualifications, roles, employment status
- Office lease agreement or evidence of office arrangements in Mauritius
- Records of local expenditure: payroll, rent, professional fees, utilities
- Board meeting schedule and minutes for the past two years
- Details of all directors: resident vs. non-resident, qualifications, availability
- Evidence of management and control: decisions made, policies approved, strategies endorsed at Mauritius board level
- Tax Residency Certificate issued by the MRA (most recent)
- Details of any FSC queries or substance-related correspondence
- Annual financial statements showing Mauritius operating expenditure
Estimated Costs of Economic Substance in Mauritius
| 項目 | 概算範囲 |
|---|---|
| Substance assessment and gap analysis | USD 1,500 – 3,000 |
| Local director service (per director, annual) | USD 3,000 – 8,000 |
| Office space provision (annual) | USD 3,000 – 12,000 |
| Board meeting management (per meeting) | USD 500 – 1,500 |
| Substance evidence file preparation (annual) | USD 800 – 2,000 |
| Staff provision / shared employees (annual) | USD 8,000 – 30,000+ |
Frequently Asked Questions About モーリシャスの経済的実体要件
What happens if substance requirements are not met?
Failure to meet substance requirements can have serious consequences: the FSC may revoke the GBC licence, the MRA may refuse to issue a Tax Residency Certificate, DTA partner countries may deny treaty benefits, the partial exemption on foreign-source income may be lost, and the GBC may face additional tax assessments and penalties. Maintaining adequate substance is one of the most important compliance obligations for a GBC.
Can substance requirements be outsourced?
Yes, to a significant extent. A licensed management company can provide office space, administrative staff, local directors, company secretarial support, and board meeting management services that contribute to the GBC's substance. However, the GBC must demonstrate that its core income-generating activities are genuinely conducted in or from Mauritius — outsourcing administration does not substitute for genuine economic activity.
How does the FSC assess substance?
The FSC assesses substance holistically, considering the number and qualifications of local employees, the adequacy of office premises, the level of local expenditure, the frequency and quality of board meetings held in Mauritius, evidence that the board genuinely manages and controls the GBC, and whether the core income-generating activities are conducted locally. The assessment is proportionate to the nature and scale of the GBC's business.
How many employees does a GBC need?
There is no fixed minimum number. The FSC requires a level of local employment commensurate with the GBC's activities. A GBC conducting simple holding and treasury activities may require fewer local employees than one conducting active trading, investment management, or operational functions. We advise on the appropriate staffing level for each GBC based on its specific business.
What is a Tax Residency Certificate and why is it important?
A Tax Residency Certificate (TRC) is issued by the MRA and confirms that the GBC is tax resident in Mauritius. It is required by counterparties and tax authorities in DTA partner countries as evidence that the GBC qualifies for DTA benefits — reduced withholding tax rates on dividends, interest, royalties, and capital gains. Without a valid TRC, DTA claims may be denied. The MRA reviews substance as part of the TRC renewal process annually.
How often should board meetings be held in Mauritius?
The FSC expects GBCs to hold board meetings in Mauritius with a frequency appropriate to their business. Quarterly board meetings are common for actively managed GBCs. The quality of board meetings is as important as the frequency — minutes must reflect genuine deliberation on substantive business matters, not merely rubber-stamping decisions made elsewhere. We manage the full board meeting process to ensure both frequency and quality.
What is the minimum Mauritius expenditure for a GBC?
There is no prescribed minimum expenditure amount. The requirement is that the GBC incurs expenditure in Mauritius proportionate to its activities and income. The FSC assesses whether the level of local expenditure reflects the genuine operation of a substantive business in Mauritius. We advise on the appropriate level of Mauritius expenditure for each GBC's specific profile.
Does a local director need to be resident in Mauritius?
Local directors should be based in Mauritius and physically present at board meetings held in the country. They must be genuinely independent, qualified, and able to exercise substantive oversight of the GBC's affairs. A director who merely attends meetings without understanding or engaging with the business does not contribute meaningfully to substance. Our local directors are qualified, experienced professionals who participate genuinely in GBC governance.