Corporate Structure

World Titane Holdings Ltd (WTH) is incorporated in Mauritius under registration number C116016645 with its registered office at Mauritius International Trust Company Limited, 4th Floor, Ebene Skies, Rue de l’Institut,  Ebene 80817, Mauritius. The company was registered as a Global Business category 1 company on 27 December 2016. A copy of its Constitution and By-laws will be found here.

Global Business Companies

Global Business Companies (GBC) are companies registered under the Companies Act 2001 and licensed by the Financial Services Commission under the Financial Services Act 2007, to conduct international activities with non-residents. There are 2 types of GBC under Financial Services Act 2007 [FSA], namely those holding a Category 1 license and those holding a Category 2 license.

Global Business Company – Category 1

The Category 1 Global Business Company (GBC1) is tax resident of Mauritius and is therefore liable to tax in Mauritius, but at a concessionary rate. It is eligible for benefits from the network of Double Tax Treaties (DTTs) that Mauritius has ratified with several countries. It can thus be an effective corporate vehicle for international tax planning.

Some of the main features of a GBC 1 are as follows:

  • Taxation
    A GBC 1 is subject to a flat rate of corporate tax of 15%. But generous foreign tax credits are available up to 80% of the Mauritian tax liability so that a GBC 1 will pay a net effective tax of 3% only.

  • Capital Requirements
    There is no minimum capital requirement for a GBC 1.

  • Class of shares and shareholders
    Only registered shares are allowed. Shareholders may be both individual and body corporate.

  • Local Presence
    A GBC 1 must, at all times, have a Resident Director, Resident Secretary and a Registered Office in Mauritius. It must also have a local accountant, auditor and bank account.

  • Annual Return and Accounting Requirements
    A GBC 1 must file its audited accounts with the Financial Services Commission every year, within six months of the financial year end. No annual returns need to be filed.

  • Management and Annual Meeting (AM) of shareholders
    Corporate Directors are not allowed. Shareholders must hold an AM in every calendar year

  • Disclosure requirements
    The names of the beneficial owners must be disclosed to the Financial Services Commission. However, such information is not available for public inspection.

  • Confidentiality
    There is a specific provision under the Financial Services Act 2007 relating to confidentiality (Section 83 of the Financial Services Act). Any Disclosure of confidential information without appropriate permission by any official of the Financial Services Commission on the GBC 1 is an offence punishable by imprisonment and fine. It may be stressed that all information is filed in full confidentiality with the Financial Services Commission for its use only and can only be disclosed under the strictly limited provisions of The Financial Intelligence and Anti Money Laundering and The Prevention of Corruption Act 2002 following submission of proof of drug trafficking, arms dealing and money laundering or terrorist financing.

  • Tax Residency
    A GBC 1 is resident in Mauritius for tax purposes and benefits from the advantages of the Double Taxation Treaties which Mauritius has signed with numerous countries.

    It is essential for treaty relief purposes that the GBC 1 receives a Tax Residency Certificate and in order to obtain this certificate, a GBC 1 must demonstrate that central control and management is located in Mauritius. In particular, it has to:

    • Exercise control and management from Mauritius.Have its registered office in Mauritius.
    • Have at least 2 resident Directors (one of whom will chair the meetings).
    • Have a local company secretary.
    • Have a local auditor.
    • Maintain a bank account with and routes banking through an offshore bank in Mauritius.
    • Maintain all its accounting and records in Mauritius.
    • Hold its Directors and Shareholders meeting in Mauritius (teleconference is acceptable, as long as the meeting is chaired from Mauritius).
  • New Substance Requirement
    The FSC issued a communiqué on amendments made to the Guide to Global Business on 04 September 2013 which aim at enhancing the economic and physical substance of companies holding a GBC1 in Mauritius. To this effect, the following additional conditions have been introduced and companies holding GBC 1 are required to comply with inter alia at least one of them as from 01 January 2015:

Office premises to be available in Mauritius;
Mauritian resident employees of an administrative or technical level to be employed on a full-time basis;
The constitutive documents/partnership agreements to contain a clause whereby all disputes arising out of the constitution shall be resolved by way of arbitration in Mauritius.

Corporate secretarial services are provided to WTH by Mauritius International Trust Company Limited. (“MITCO”).

MITCO’s address and contact details are as follows:

Mauritius International Trust Company Limited
4th Floor • Ebene Skies • Rue de l’Institut • Ebene 80817 • Mauritius
T: +230 404 8000

These services comprise corporate secretarial services as required by law including provision of registered office, resident agent, company secretary, maintenance of statutory records (including the register of shareholders), filing of statutory returns and renewal of permits and licenses. MITCO is also responsible for ensuring “Know Your Customer” (“KYC”) compliance under Mauritian law.

In respect of those shareholders of World Titanium Resources Limited who became shareholders as part of the demerger effective 28/12/2016, MITCO have proceeded with registration of these shareholders as shareholders in WTH on the basis where KYC documents are not immediately available, WTH will take steps to secure the required KYC documentation from these shareholders within 3 months. Pending receipt of such documentation, these shareholders will not be able to exercise rights attaching to the WTH shares registered in their name.

For these shareholders, the following due-diligence documents will be required:

An eligible introducer certification (template can be found here) will be required from the brokers/ custodians.

For corporates and individuals directly registered as shareholders:

A certificate of incumbency on the corporate (template can be found here)
Certified copy of passport copy and utility bill for individuals. Certification should be made by a person and in the manner describe below.

In respect of anyone becoming a shareholder after the date of the demerger the following KYC requirements apply:

KYC for Individuals

  1. Passport copy or Identity Card (the document must be clear, pre-signed and should bear the photograph of the person);
  2. Recent utility bill or bank statement (not less than 3 months old and P.O box addresses are not accepted);
  3. Recent bank reference addressed to Mauritius International Trust Company Limited, 4th Floor, Ebene Skies, Rue de l’Institut, Ebene 80817, Mauritius, (see a sample document here); and
  4. Curriculum Vitae.

Documents 1 and 2 above should be certified by any one of the following:

  • Commissioner of Oaths (in South Africa);
  • Practicing lawyer;
  • Public notary;
  • Banker or
  • Qualified Accountant.

KYC for Corporates

  1. Structure chart
  2. Certificate of Incorporation;
  3. Memorandum and Articles of Association / Constitution;
  4. Details of registered office and place of business (in form of a letter on the letterhead of the company duly signed by director to confirm same);
  5. Register of Directors
  6. Register of Shareholders
  7. Latest audited financial accounts
  8. KYC on 2 directors (refer to our guide for individuals).

The documents 2, 3, 5, 6, 7 and 8 above should be certified by any one of the following:

  • Commissioner of Oaths (in South Africa);
  • Practicing lawyer;
  • Public notary
  • Banker or
  • Qualified Accountant.

The following should appear on any document to be certified:

“Certified as a true copy” (either handwritten or by way of a seal);
The certifier’s name, address, and position or capacity together with contact details (e.g. 61 Royal Road, Kensington SW4, UK), including his /her telephone number, signature of the certifier and date on which certified.

Please send the above documents for the attention of Mrs. Manjoola Biltoo-Chadee as follows:

Mauritius International Trust Company Limited,
4th Floor, Ebene Skies,
Rue de L’institut,
Ebene 80817,

Any transfer of shares shall be by a prescribed instrument in writing. Copies are available from MITCO on request.

Shareholders with less than 5% of the Company’s shares in issue (“Small Shareholders”) shall be subject to pre-emptive rights on transfer of its shares and the procedure to dispose shares held by a Small Shareholder is as follows:

  • A Small Shareholder must first notify MITCO of its intent to sell its shares by email on or call on +230 404 8077/ +230 404 8000,

  • MITCO will confirm to the Small Shareholder that it is a Small Shareholder;

  • The Small Shareholder must nominate a proposed sale price, which must be at fair market value, or, subject to Mauritius law, as reasonably determined by the Company in its discretion should there be any dispute as to value;

  • MITCO will notify all Shareholders holding 5% or greater of the Company’s shares in issue (“Large Shareholders”), who will all have the first right to purchase the Small Shareholder’s shares at the nominated or determined price in proportion to the Large Shareholders’ current shareholdings;

  • Should a Large Shareholder not respond or not purchase a Small Shareholder’s shareholding under this process, the other large Shareholders shall be entitled to purchase those shares at the nominated or determined price;

  • Should no Large Shareholder respond or purchase the Small Shareholder’s shareholding, that Small Shareholder shall be free to sell its shares to a third party at the proposed sale price;

  • In the event MITCO informs the Small shareholder that large Shareholder(s) wish to purchase the Small shareholder’s shareholding, MITCO will inform the Small Shareholder of the decision of Large Shareholder(s) to purchase the former’s holding or otherwise; and will send a share transfer form to be completed and signed by the Small Shareholder and the Large Shareholder and thereafter attend to necessary fillings with the authorities accordingly;

  • The Small Shareholder must return its original share certificate and the signed share transfer form to MITCO together with details of a bank account where the purchase monies are to be paid;

  • In the event the Small Shareholder has identified a third party buyer, the Small shareholder should provide MITCO the contact details of the buyer;

  • MITCO will liaise with the buyer on the required due diligence documents (see attached the guides on individuals and corporates in relation to due diligence required);

  • The Small Shareholder must return its original share certificate and the signed share transfer form to MITCO together with details of a bank account where the purchase monies are to be paid;

  • MITCO will ensure that all the due diligence documents and the share transfer form have been obtained from the third party buyer in certified copies or originals (as required);

  • The buyer will be informed by the Small Shareholder or MITCO of the price to be paid for the purchase of the shares

  • The buyer should pay the amount to the Small Shareholder and the latter must inform MITCO that it received these funds before proceeding;

  • MITCO will update the register of shareholders of the company;

  • MITCO will cancel the Small Shareholder’s share certificate; and

  • MITCO will issue the new share certificate(s) and send same to the new shareholder(s).

For any clarification or questions on the above, please contact Manjoola Chadee on or +230 404 8077