Mauritius : Management Company

A Management Company ("MC") is licensed by the Financial Services Commission (“FSC”) under section 77 of the Financial Services Act 2007 (“FSA 2007”) to set up, manage and provide nominee and other services to a corporation (which proposes to apply for, or holds a Global Business Licence; and such class of corporation as may be prescribed) or act as corporate trustee or qualified trustee under the Trusts Act 2001.

Pursuant to section 76 of the FSA 2007, only a Management Company is allowed to act as a Registered Agent for Category 2 Global Business Companies (GBC 2). An MC may provide nominee services through nominee companies approved by the FSC under section 78 of the FSA 2007.

A Management Company may, with the approval of the FSC under the FSA 2007 or under relevant Acts, provide the following services:

• administration of collective investment companies set up in Mauritius or in other jurisdictions other than Mauritius,
  
• back office accounting and fiduciary services in respect of structures set up in jurisdictions other than Mauritius under an appropriate delegation agreement.

Application for a Management Licence

An application for a management licence is subject to the regulation of financial services under Part IV of the FSA 2007.

Information/Documents to be submitted to the FSC

1. Duly dated and signed Application Form.
2. Prescribed Processing and/or Annual Fee(s).
3. Details of any other licence(s)/registration(s) which the Applicant holds and name of the licence(s) and issuing authority, and any restriction(s) imposed.
4. Business Plan including:
   
   (i) – Introduction and Background;
   (ii) – Business objective, strategy and proposed activity;
   (iii) – Organisation Chart;
   (iv) – Target market(s) and client(s) profile;
   (v) – Mode(s) of financing;
   (vi) – Three year Financial Forecasts (Balance Sheet, Profit and Loss Account, and Cash Flow Statement); and
   (vii) – Any other relevant information.
   
   
5. Details of the arrangements to be put in place with respect to the day-to-day administration and management.
6. CV of senior officers, and Personal Questionnaire Form(s) for Directors, Managing Director/CEO, Compliance Officer, MLRO and Deputy MLRO (as applicable).
7. Confirmation that the Applicant shall implement a manual of internal control and compliance procedures, once it is licensed / authorised.
8. Certified true copy of the Certificate of Registration/Incorporation, Constitution/M&A (if any), Trust Deed, and/or other statutory documents submitted/required for the registration/incorporation of the Applicant.
9. Latest Annual Return and Audited Financial Statements, as available.
10. If Applicant’s Secretary is a firm or corporation, necessary approval from the Registrar of Companies to be submitted.
11. Details of professional indemnity insurance cover.
12. Financial/Capital Requirement under relevant regulations and rules.
13. In case of registration and continuation of an Applicant/Company incorporated outside Mauritius or a foreign company, additional documents as may be required under the Companies Act 2001 to be submitted.
14. Draft copy of standard material contract(s) and agreement(s) to be executed in connection with the operation of the business activity (including client(s) vetting forms, wherever applicable).
15. Details of measures to be put in place with regards to infrastructure, security and safety of securities/assets.
16. Name of law practitioner, qualified under the Law Practitioners’ Act 1984 in Mauritius, retained by Applicant to vet all applications for Category 1 and Category 2 Global Business Licences.
17. Details on whether the Applicant will operate as a stand alone and full-fledged Management Company or a managed operation with an existing Management Company.
18. Details of arrangements to ensure confidentiality, security and reliability of client(s) information.
19. Copy of any promotional material(s) to be used in connection with the proposed business of the Applicant.
20. Documentary evidence of formal working arrangements which exist with business partners of the Applicant.
21. Applicant to submit information about the relevant competence/experience of its Directors/Senior Officers in Company and Trust formation, Administration and Management. In the event that the Directors/Senior Officers also hold employment in another institution/company/professional activity, they should disclose, and provide details as to how they will avoid any potential conflict of interest.
22. Applicant must undertake that it will have a duty of compliance to fulfill vis-à-vis the FSC with regard to clients' network and operations, and any infringement thereto must be forthwith notified to the Commission. It has to undertake furthermore that it will, at all times, ensure that the 'Four-Eyes Principle' is adhered to in the conduct of its business.
23. Applicant to specify whether it intends to act also as corporate trustee or qualified trustee under the Trusts Act 2001. If, in the affirmative, it has to demonstrate awareness and acceptance of duties and responsibilities for acting in such capacity with respect to the relevant trust(s).
24. The applicant should submit evidence of the source of Capital/Fund to the contributed to the Company (whether proprietary, non-proprietary or others).
25. The directors, shareholders and officers of the Applicant may be required to submit a morality certificate.