INFORMATION ON CUSTOMER COMPANY 1 st Floor, The Exchange, 18 Cybercity, Ebene, Mauritius Telephone: - (230) 454 3200 Facsimile: + (230) 454 3202
Date Customer type GBL1 GBL2 Trust Kindly read attached Appendices prior to filling the. DOCUMENTATION NEEDED Please tick the boxes where applicable or write N/A where information is not required Annual Report Consent of Director Service Agreement Audited A/cs Curriculum Vitae Trust Deed Bank Reference Passport copies directors Others Board Resolution Proof of resid. address of directors Business Plan Proof of resid. address of shareholders A. Company Name: B. Beneficial Owners: C. Nature of Business: D. Registered Office Address: E. Tel No. Fax No. F. Other companies in the name(s) of same promoter(s) G. Introduced by: Address: H. Bankers: Address: Bankers: Address: Bankers: Address: GB Licence No. Office use only 1
I. Director(s) Identification Document 2
J. Shareholder Identification Document 3
K. Director(s) Name Director(s) Name Residential Address Residential Address Office Address Office Address Email Address Tel no. Fax No. Director(s) Name Email Address Tel no. Fax No. Director(s) Name Residential Address Residential Address Office Address Office Address Email Address Tel no. Fax No. Email Address Tel no. Fax No. L. I/We confirm that I/we have received, read and understood the General Terms and Conditions of AAA Global Services (Appendix A) as well as the extracts of a) The Financial Intelligence and Anti Money laundering Act 2002 b) The prevention of Terrorism Act 2002 highlighting their essential features as shown in Appendix C I/we confirm that all information provided are correct and that I/We undertake to comply with a) the laws of the Republic of Mauritius b) the laws of the jurisdiction where the qualified Global Business will be carried out c) the terms of the licensing conditions of the Financial Services Commission (FSC) of any changes to our application. M. Signature and Company Stamp Signature and Company Stamp N. Office use Prepared by: Date: Office use Reviewed by: Date: 4
Appendix A GENERAL TERMS AND CONDITIONS The following details / documents are required for the incorporation of a Category 1 Global Business Licence Company: - 1. The name of the proposed company (please give 3 names in order of preference); 2. The stated capital and par value of shares; Note: Under the Companies Act 2001, it is possible to have no par value shares. 3. The names and residential addresses of the directors as well as a Consent and Certificate form (to fill in and sign) which can be faxed and the originals couriered to us for submission to the Financial Services Commission ( FSC ): 4. Authenticated (by a reputable bank) clear copies of the first three pages of a valid passport for each director and original documentary evidence of the residential address (e.g. utility bills, bank statement or credit card statement, not more than 3 months old). Any change in address of Directors must be notified to AAA Global Services Ltd. 5. Signed resumé or curriculum vitae (c.v.) and a bank reference letter on each director. 6. To qualify for Mauritian tax residency, the services of two local/resident directors are needed. Arrangement for these appointments may be discussed. 7. The names and residential addresses of the shareholders and the shareholding structure of the proposed company, including details of the ultimate ownership and any intermediate ownership. One nominee company will subscribe for the shares on incorporation and thereafter the shares will be transferred to the beneficial owners; 8. A signed resumé or c.v. (giving full name and residential address) and a bank reference letter on each shareholder. The bank reference which should be addressed to the FSC, must be in original and be no more than three months old. Any change in address of shareholders must be notified to AAA Global Services Ltd. 9. Authenticated (by a reputable bank) clear copies of the first three pages of a valid passport of each shareholder and original documentary evidence of the residential address (e.g. utility bills, bank statement or credit card statement, not more than 3 months old). 10. Should there be a corporate shareholder, a brief business track record, a copy of its latest annual report and audited accounts and, if available, any promotional material / brochures produced by the company and the group, if any, to which it belongs. 11. A detailed business plan i.e. notes on the proposed activities, market and sector targeted, amount of investment, estimated volume of business and sources of funds. The business plan should include (i) three years forecast of business (expected to be 5
achieved), revenue and expenditure on an annual basis, (ii) details of initial working capital, (iii) when the company will commence business, (iv) details on the previous experience of conducting Qualified Global Business for which the licence is sought of members of the company and (v) Organisation Chart showing all roles and the name of the person in each role. Any change in activities, purpose or working principle of the Company must be notified to AAA Global Services Ltd. 12. Authorisation of other Regulatory / Supervisory Body required in respect of proposed activity (if applicable); 13. Any Application form for a Category 1 Global Business licence must be filled in, signed and sent to us. 14. An Application form for incorporation, consent of shareholder form must be completed and signed. 15. The incorporation process will be initiated only after receipt of the service agreement and duly signed by the shareholders. 16. The following documents are provided for your information: (a) List of Charges; (b) The remittance advice with our payment instructions; (c) List of conditions to obtain a Tax Residency Certificate; (d) List of banks holding an offshore banking licence in Mauritius; and (e) Specimen of a bank reference letter. 17. AAA Global Services Ltd will arrange for the issue of the Mauritian Legal Certificate. 18. To allow compliance with The Financial Intelligence and Anti-Money Laundering Act 2002 and other relevant Acts, the applicant undertakes to produce such records or documents and to fully disclose all relative information on its bank accounts to AAA Global Services Ltd, as may be required for time to time. 19. Whenever practical, all exchange of information, documents and deliverables between AAA Global Services Ltd and its clients, would be effected in electronic formats other than e-mail (such as diskette, CD ROM, direct transfer from one PC to another, file sharing, website etc). 20. All clients should provide AAA Global Services Ltd with an Indemnity Letter for acceptance of instructions via facsimile not bearing an original signature or electronic mails not bearing any signature and other deliverables in electronic formats such as CD ROM, direct transfer form one PC to another, file sharing, website etc. This should be supported by an appropriate Board Resolution. 21. Confirmation must be received from the trustees to the effect that they are aware of the underlying principals i.e. the settlors / named beneficiaries and that there are no anonymous principals. 6
Appendix B MEMORANDUM ON CATEGORY 1 GLOBAL BUSINESS LICENCE ( GBC1 ) 1. GBC1 are governed by the Companies Act 2001 and are licensed by the Financial Services Act 2007. All Procedures must be channeled through the Financial Services Commission (FSC) and Registrar of Companies (ROC) namely:- Submission of Company s Constitution Change of shareholders Change in business plan Filing of annual accounts etc. 2. A GBC1 Company shall have at least 1 director who shall be ordinarily resident in Mauritius. 3. The public does not have access to information relating to a private company holding a Category 1 Global Business Licence unless the person requesting the information is a shareholder of that Company. 4. A GBC1 wishing to be tax resident in Mauritius must satisfy the following conditions: (a) The Company must have at least two resident directors of appropriate caliber to exercise independence of mind and judgement; (b) The Company Secretary must be resident in Mauritius; (c) The registered office must be in Mauritius; (d) The banking transactions must be channeled through a licenced bank in Mauritius; (e) Accounting records must be maintained in Mauritius in accordance with the Companies Act; (f) Board meetings must be held in or chaired from Mauritius; (g) All statutory records, such as minutes and members register, must be kept at the registered office; (h) The auditors must be Mauritian residents; and (i) For Investment Funds, there must be a local custodian of Mauritian assets and the Net Asset Value must be calculated in Mauritius. 5. The stated capital of GBC must be in foreign currency, not in Mauritian rupees. GBC are generally prohibited from dealing with local residents, except with the special approval from the Financial Services Commission on such terms and conditions as it thinks fit. 7
6. Every GBC holder shall cause accounting records to be kept in accordance with the provisions of the Companies Act and shall file duly approved audited financial statements with the FSC within 6 months after the balance sheet date. To keep proper accounting records, details on all bank transfers (e.g purpose, nature of transactions etc) must be sent to the Registered Office of the Company at the time the transfers are effected. Bank statements must be forwarded regularly, preferably monthly to AAA Global Services Ltd. The company is required to have a balance sheet date in each calendar year except in the year of incorporation provided that the first balance sheet date is no later than 18 months after its incorporation. Where a company has one or more subsidiaries, then it is a requirement to prepare group financial statements. However, if the company itself is a wholly or virtually wholly owned (>90%), it will be dispensed from doing so. 7. Annual Meetings must be held, not later than 6 months after the balance sheet date and not later than 15 months after the previous annual meeting. The first annual meeting may be held within 18 months of the incorporation date. 8. In order to obtain a Global Business Licence as well as an incorporation certificate, a GBC1 must pay its licence fee in advance to the FSC as follows: Processing Fee US$ 500 Annual Fee US$1,750 In the year of incorporation, the FSC fee is prorated on a quarterly basis until next June as follows: Quarter in which application is made USD July September 1,750 October- December 1,315 January-March 875 April- June 440 8
Payment of the annual licence fee after the due date shall be subject to charges as set out below: If annual fee paid on Details Fees and charges payable in USD for GBC 1 Due date 1,750 Within 1 month of due date 1,925 After 1 month but within 3 months of due date 2,190 After 3 months but within 6 months of due date 2,625 After 6 months but within 12 months of due date 3,500 Thereafter the FSC s annual licence fees shall become due for payment by 30 June at latest. If the GBC1 wishes to remain in business, an application for reinstatement in the name of the GBC1 will have to be submitted with appropriate fees (including all outstanding fees). Reinstatement costs include a reinstatement fee of USD 500 and USD 300 per month for the period starting from the date the licence lapsed to the date of application for reinstatement. FSC will not be bound to re-licence and if it agrees to re-licence, the licence conditions that applied to the original licence may be changed. 9. The following incorporation and annual registration fees shall be payable in advance, to the Registrar of Companies (ROC) by all Category 1 Global Business Licence Companies: Incorporation Fee Private Company MUR 2,000 (approx. US$ 70) Public / Foreign Company MUR 9,000 (approx. US$ 300) Annual Fee Private Company MUR 6,000 (approx. US$ 200) Public / Foreign Company MUR 9,000 (approx. US$ 300) The annual registration fee is payable no later than 20 January every year. A penalty is applicable on all late payments; thereby increasing the fee by 50%. To ensure that the annual registration fee is paid in a timely fashion, this payment must be received by AAA Global Services Ltd by 31 December of the current year, at latest. 9
10. A GBC1 is taxed at the flat rate of 15%, but it may however benefit from credits for taxes suffered at source, where this can be evidenced. If taxes suffered at source cannot be evidenced, a unilateral tax relief of 80% of the Mauritius tax charge is available under the Income Tax (Foreign Tax Credit) Regulation 1996, thus resulting in an effective maximum tax rate of 3%. 11. As from 1 July 2009, all companies would be subject to Advance Payment System (APS). APS is a system whereby every company is required to file quarterly APS statements and to pay tax in accordance thereof, if any. The APS quarter of a company depends on its accounting year and is given in the table below: Quarter First Second Third Income for period 3 months commencing on the first day of the accounting year 3 months immediately following end of first quarter 3 months immediately following end of second quarter 12. In addition to the APS, a GBC1 must file an annual tax return with the Mauritius Revenue Authority within six months from the end of its accounting year. 13. A GBC is exempt from the payment of any duty, levy, charge, fee or tax imposed by the following enactments: Land (Duties and Taxes) Act Licence Act Local Government Act Registration Duty Act 14. A GBC is liable to penalties for failure to comply with certain provisions of the Companies Act 2001. 10
Appendix C Essential Features of: 1. THE FINANCIAL INTELLIGENCE AND ANTI-MONEY LAUNDERING ACT 2002 (FIAMLA); Establishment of the Financial Intelligence Unit (FIU) Functions of the FIU: The FIU is the central agency in Mauritius responsible for receiving, requesting, analyzing and disseminating to the investigatory and supervisory authorities disclosures of financial information: (i) concerning suspected proceeds of crime and alleged money laundering and terrorist financing offences; (ii) required by this Act or under any enactment to counter money laundering and terrorist financing offences; or (iii) concerning the financing of any activities or transactions related to terrorism as specified in Part III of the Prevention of Terrorism Act 2002. REPORTING OBLIGATIONS OF BANKS, FINANCIAL INSTITUTIONS, CASH DEALERS AND MEMBERS OF RELEVANT PROFESSIONS: These include: (i) forthwith make a report to the FIU of any transaction which the bank, financial institution, cash dealer or member of the relevant profession or occupation has reason to believe may be suspicious transaction; (ii) verify, in such manner as may be prescribed, the true identity of all customers and other persons with whom they conduct transactions. (iii) keep such records, registers and documents as may be required under this Act or by Regulations; and (iv) Upon a Court order, make available such records, registers and documents as may be required by the order. Breaches of the Act can be heavily fined by a Court of Law including fine, imprisonment, assets forfeiture or licence revocation. Clients must inform their Management Company (MC) of any change in the company s activities and beneficial ownership allowing the MC to inform the FSC accordingly. The MC would also ensure that the conditions set out in the Global Business Licence are complied with at all times. For the purpose of the Act, Financial Institutions include MC s. 11
2. THE PREVENTION OF CORRUPTION ACT 2002 (POCA) Establishment of a Commission known as the Independent Commission Against Corruption (ICAC) which; amongst others, have also the following functions: (a) co-operate and collaborate with international institutions, agencies or organizations in the fight against corruption, money laundering and terrorist financing; (b) detect and investigate any matter that may involve money laundering and terrorist financing or suspicious transaction referred to it by the FIU; (c) execute any request for assistance referred to it by the FIU; (d) take such measures as may be necessary to counteract money laundering and terrorist financing in consultation with FIU; and (e) co-operate and collaborate with the FIU in fulfilling common objectives. The Commission shall not be under the control, direction of any person or authority. Any person who gives, agrees to give, or offers a gratification to a public official shall commit an offence and shall, on conviction, be liable to penal servitude for a term not exceeding 10 years. Co-operation with foreign States Where a request relating to a money laundering or terrorist financing offence is referred to the Commission under the Financial Intelligence and Anti Money Laundering Act 2002, the Commissioner shall execute the request by making an application to a Judge in Chambers to: (a) enter the premises belonging to any person named in the application; (b) search any person named in the application; (c) remove any document or material for the purpose of executing the request. The Commissioner may refuse to comply with the request where the actions ought contravenes or is likely to contravene the Constitution or cause prejudice to the national interest. 12
3. THE PREVENTION OF TERRORISM ACT 2002 (POTA); (i) Section 14 - Terrorist Funding: Any person who: (a) solicits, receives, provides or possesses money or other property; (b) enters into, or becomes concerned in, an arrangement as a result of which money or other property is made available or is to be made available, for the purposes of terrorism, or for a proscribed organization, shall commit an offence and liable to penal servitude for a term of not less than 3 years nor more than 20 years. (ii) Mutual Assistance and Extradition Requests from foreign States: Where a foreign State makes a request for assistance in the investigation or prosecution of an offence related to terrorism, the Minister responsible for foreign affairs, after consultation with the Prime Minister and the Attorney General, shall: (a) execute the request; or (b) inform the foreign State reasons for not executing or delaying the request. However, where the Minister decides to execute the request, he may apply to a Judge in Chambers for: (a) an attachment order; (b) a property tracking order; (c) an order for freezing or forfeiture of property; or (d) search of any specified person, premises or removal of and relevant document or material, or any other conditions as may be prescribed by the Court. 13