Substance for a Global Business Company in Mauritius: the Six Conditions

Substance for a Global Business Company in Mauritius is not a matter of opinion, and it is published. The Mauritius International Financial Centre page on global business, read on 30 September 2026, states that a GBC is required to establish substance and be effectively managed and controlled in Mauritius, and then lists what that means: at least two resident directors of sufficient calibre, the principal bank account in Mauritius, accounting records at the registered office, board meetings including at least two directors from Mauritius, administration by a management company, and core income generating activities carried out in or from Mauritius. Five of those six are countable. The sixth is the one that decides a file.

Where we sit. B Hub Consulting is a management consultancy and advisory firm. We do not hold a Financial Services Commission licence, we do not administer companies, we do not file returns and we do not sign audit opinions. Those are the management company’s work and the auditor’s work, and they are not ours. What we are asked to do is the part before and around them: whether the structure answers the commercial question at all, whether the operating model behind it is real, and whether a board can evidence what it has signed.

The six conditions, and what evidences each one

Read as a list the conditions look like a checklist, and that is how they are usually presented by the people selling the structure. Read as an evidence problem they divide cleanly: most of them are satisfied by a document that either exists or does not, and one of them is satisfied by a pattern of behaviour over a year.

The first five are the management company’s working list and a competent one will have them in order before anybody asks. They are not where files go wrong. They go wrong on the last row, and on the gap between the fourth row and the reality of who decides things.

Core income generating activities has no number attached to it

The wording on the Mauritius IFC page is precise about the test and deliberately silent about the threshold. A GBC must carry out its core income generating activities in, or from, Mauritius by employing, either directly or indirectly, a reasonable number of suitably qualified persons to carry out the core activities, and by having a minimum level of expenditure which is proportionate to its level of activities.

employing either directly or indirectly, a reasonable number of suitably qualified persons to carry out the core activities, and having a minimum level of expenditure, which is proportionate to its level of activities

No headcount is published. No expenditure figure is published. Both words that carry the test, reasonable and proportionate, are relative to your own activity, which means the same two employees can be ample for one company and thin for another holding the same licence. Anyone who quotes you a fixed number of staff or a fixed annual spend as the requirement is describing their own house policy, not the published condition.

The practical consequence is that the honest question is not how little will pass. It is what the company actually does to earn its income, and whether that activity happens in Mauritius. A holding structure whose income is dividends does very little; a company running a treasury function, a trading desk or a regional service centre does a great deal, and its substance ought to look correspondingly different. Designing the second and documenting it as the first is where files become fragile.

An Authorised Company is not a cheaper Global Business Company

The two vehicles are frequently discussed as though they sat on a price ladder. They do not. They sit on opposite sides of the residence question, and choosing between them on cost is choosing a tax position by accident.

The Mauritius IFC page on authorised companies, read on 30 September 2026, describes an Authorised Company as the vehicle typically used for entrepreneurial companies and for international trading, private asset holding and consulting activities. Its central management and control must be outside Mauritius. A company satisfying the criteria will be treated as non-resident and is therefore not liable to income tax in Mauritius, and it must still file a return of income to the Mauritius Revenue Authority within six months of its year end. It must have a registered agent in Mauritius which shall be a management company, and the application to the Financial Services Commission is made through a management company.

The sentence worth reading twice is that an Authorised Company must be managed and controlled from outside Mauritius. If your intention is to establish that decisions are taken in Mauritius, the Authorised Company is not the cheaper option; it is the wrong one, and a structure set up that way and then operated as though it were resident has a problem no filing can resolve.

The five things a board should be able to produce without notice

This is the test we run when we are asked whether an existing structure will survive scrutiny. It is deliberately about evidence rather than intention, and it is answerable in an afternoon by a company that is operating as it says it is.

1. 01Show the last four sets of minutes. Read them for decisions rather than for attendance. A board that ratifies is not a board that manages, and the difference is visible on the page.
2. 02Name what the two resident directors are qualified to decide. The published condition says sufficient calibre to exercise independence of mind and judgment. Calibre relative to what the company does is the question, and it is answered with a curriculum vitae and a mandate, not a title.
3. 03Trace one year of income to the activity that earned it. Then say where the people who performed that activity sat. If the answer is another jurisdiction, the core income generating activities condition is the open item.
4. 04Open the accounting records at the registered office. Not the copies, and not the portal. The condition names the place.
5. 05Follow the money through the principal bank account. Principal is a comparative word. If a larger flow runs through an account elsewhere, that is a fact somebody will eventually ask about.

None of those five requires a professional opinion to attempt. They require somebody senior to ask them of their own company before a counterparty, a bank onboarding team or a revenue authority asks them first, which is the difference between a finding and a surprise.

Where files usually fail, and it is rarely the paperwork

The administrative conditions are the ones everybody photographs. The failures we are called into are almost always about the operating model behind them.

• Decisions taken elsewhere and minuted here. The most common single problem. The board meets in Mauritius and approves what was settled in a group meeting three weeks earlier.
• Resident directors without a mandate. Two names that satisfy the count and have no authority to refuse anything. The published condition asks for independence of mind and judgment, which presupposes the ability to exercise it.
• Substance sized for the licence rather than for the activity. Two staff because two felt safe, on a company running a function that plainly needs more. Proportionate is measured against what you do.
• A vehicle chosen on cost. An Authorised Company selected to save a line in the budget, then operated as though decisions were taken in Mauritius.
• No one accountable for the annual evidence. Every condition holds at all times, which means somebody has to own the file between year ends rather than assembling it after one.

That last point is the reason this sits in a consulting article rather than a compliance one. The conditions are administrative; keeping them true is an operating question about who decides what, where, and with what authority, and that is an organisational design problem wearing a regulatory hat.

Who should be answering this, and who should not

A management company should answer the first five conditions, because they are its work and it does them daily. An auditor should answer the accounting ones. Tax counsel should answer whether a treaty position is available on your facts, which this article deliberately does not address, because nobody should take a treaty answer from a page that has not seen the transaction.

Where it is the wrong choice: B Hub does not hold a Financial Services Commission licence, does not administer companies, does not file tax returns, does not sign audit opinions and does not compete on the lowest hourly rate. If your question is any of those, we are the wrong call and will say so. Where we are useful is the question underneath: whether the structure answers the commercial purpose, whether the operating model behind it is real, and how a board evidences what it has signed. Our practice areas set out what that covers.

One more thing worth saying plainly, because it is the question most often asked in the same conversation. Whether Mauritius appears on a European Union or Financial Action Task Force list is a separate matter from whether your own company satisfies these conditions, and the two are routinely confused. The lists are checked by name and by date, and we set out what they actually said when we last read them.

For the list question that usually arrives in the same conversation, read what the European Union and Financial Action Task Force lists actually say, and before you appoint anyone, how to check a consultancy in Mauritius. Our practice areas set out the mandates we take on, and you are welcome to put the question to us in confidence.