GENERAL TERMS AND CONDITIONS on Customer- Company... · Web viewINFORMATION ON CUSTOMER COMPANY 1st...

INFORMATION ON CUSTOMER COMPANY

1st Floor, The Exchange, 18 Cybercity, Ebene, MauritiusTelephone: - (230) 454 3200 – Facsimile: + (230) 454 3202

AAA Global Services LtdInformation on Customer Form

Date

Customer type GBL1 GBL2 Trust

Kindly read attached Appendices prior to filling the Information on Customer Form.

DOCUMENTATION NEEDED

Please tick the boxes where applicable or write N/A where information is not required

Annual Report Consent of Director Client Mandate Form

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:

Office use only GB Licence No.

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I. Director(s) Identification Document

Type:

No:

Nationality:

Type:

No:

Nationality:

Type:

No:

Nationality:

Type:

No:

Nationality:

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J. Shareholder Identification Document

Type:

No:

Nationality:

Type:

No:

Nationality:

Type:

No:

Nationality:

Type:

No:

Nationality:

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K. Director(s) Name

Residential Address

Office Address

Email Address

Tel no.

Fax No.

Director(s) Name

Residential Address

Office Address

Email Address

Tel no.

Fax No.

Director(s) Name

Residential Address

Office Address

Email Address

Tel no.

Fax No.

Director(s) Name

Residential Address

Office Address

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 2002b) The prevention of Terrorism Act 2002 highlighting their essential features as shown in Appendix “D”

I/we confirm that all information provided are correct and that I/We undertake to comply witha) the laws of the Republic of Mauritiusb) the laws of the jurisdiction where the qualified Global Business will be carried outc) 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 usePrepared by:

Date:

Office useReviewed by:

Date:

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Appendix ‘A’

GENERAL TERMS AND CONDITIONS

The following details / documents are required for the incorporation of a Category 1 or

Category 2 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 Certifi -

cate” 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 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 state-

ment or credit card statement, not more than 3 months old). Any change in address of Di-

rectors 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 (Applicable for a GBC1).

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 intermedi-

ate ownership.

If necessary, 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 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 state-

ment or credit card statement, not more than 3 months old).

10. Should there be a corporate shareholder, its Certificate of Incorporation, its Company

profile (List of members, list of directors & secretary and registered office), 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 tar-

geted, amount of investment, estimated volume of business and sources of funds.

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The business plan should include (i) three years’ forecast of business (expected to be

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 ac-

tivity (if applicable);

13. Any Application form for a Category 1 or Category 2 Global Business licence must be

completed and signed.

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 Client Mandate Form

and Information on Customer Form 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 (Applicable for a GBC1);(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 shar-

ing, website etc).

20. All clients should provide AAA Global Services Ltd with an Indemnity Letter for accep-

tance 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, di-

rect transfer form one PC to another, file sharing, website etc. This should be supported

by an appropriate Board Resolution.

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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 Ser-

vices 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 Mauri-

tius.

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 ex-

ercise 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 Compa-

nies 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.

6. Every GBC holder shall cause accounting records to be kept in accordance with the pro-

visions 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

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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:

Payment of the annual licence fee after the due date shall be subject to charges as set

out below:

DetailsFees and charges payable in

USD for GBC 1

If annual fee paid on

Due date 1,750

Within 1 month of due date 1,925

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Quarter in which application is made USD

July – September 1,750

October- December 1,315

January-March 875

April- June 440


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 Compa-

nies:

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.

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 maxi-

mum 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 state-

ments and to pay tax in accordance thereof, if any. The APS quarter of a company de-

pends on its accounting year and is given in the table below:

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Quarter Income for period

First 3 months commencing on the first day of the accounting year

Second 3 months immediately following end of first quarter

Third 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.

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Appendix ‘C’

MEMORANDUM ON CATEGORY 2 GLOBAL BUSINESS LICENCE (“GBC2”)

1. Relevant Enactments

i. The Companies Act 2001 and the Financial Services Act 2007 govern global business companies. All procedures relating to incorporation and statutory filings shall be lodged with the Registrar of Companies (“ROC”) under cover to the Financial Services Commis-sion (“FSC”).

ii. Other regulatory matters shall be addressed to the FSC.

iii. The FSC must give its clearance to the ROC prior to the incorporation of global business companies.

2. Companies Act 2001

i. A GBC2 must be a private company but can be limited by shares and/or by guarantee or an unlimited liability company or a limited life company. A certificate of incorporation is issued by the ROC after the documents have been filed.

ii. A GBC2 must maintain its Registered Office in Mauritius and must at all times have a Registered Agent in Mauritius.

iii. A GBC2 must maintain:

A Share Register Minutes of directors’, members’, officers’ meetings and resolutions Accounts or other records to reflect the financial position of the GBC2

at the Registered Office of the GBC2 or, after notifying the Registered Agent, a place other than the Registered Office.

iv. The GBC2’s Constitution can be changed following incorporation.

3. Global Business

i. The Stated Capital of a GBC2 must be in foreign currency. The director(s) need not be necessarily resident in Mauritius.

ii. A GBC2 may benefit from the following provisions:

The Company Secretary need not be a resident in Mauritius, but there must be a registered office in Mauritius.

There is no need to file accounts with the ROC. The Company is only required to file a financial summary with the FSC.

The Company name can be in a foreign language and may dispense with the abbreviations "Limited", or "Ltd".

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iii. The issue of an Incorporation Certificate and a Global Business Licence are subject to fees payable, in advance, to the ROC and the FSC as follows:

FSC

The Processing fee for incorporation of a GBC2 is US$100.

Annual fees are payable in advance in respect of each financial year, i.e from 1 st July of a year to 30 June of the subsequent year.

The first annual fee will be based when the application is submitted as it is prorated depending on the quarter when the application is submitted.

Month in which application is made Fees and Charges payable for a GBC2 (US$)

July - September 235October - December 175January - March 120April - June 60

Any payment after the due date shall be subject to charges.

If annual fee paid on Fees and Charges payable for a GBC2 (US$)

Due date 235Within one month after due date 260After I month but within 3 months after due date 300After 3 months but within 6 months after due date 350After 6 months but within 12 months after due date 470

Where in any year following the issue of the Category 2 Global Business Licence, the annual fee and charges that accrue are not settled within the period specified and remains unpaid for 12 months as from the due date, the licence shall lapse. The Commission may consider an application for reinstatement on such terms and conditions as the Commission may determine. No application for reinstatement shall be considered later than 12 month from the date on which the licence has lapsed. An application for the reinstatement shall in addition to the fees and charges payable above, be accompanied by the corresponding reinstatement fees and charges.

Description US$Reinstatement fee 100Charges payable for the period starting from the date the licence lapsed to the date of application for reinstatement

50 per month*

* includes the month within which the application for reinstatement is made

Registrar of Companies:

Incorporation / Registration fee US$ 65

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Annual fee (payable by 20 January of each year) US$ 65

Annual fee payable to the ROC will increase to US$100 if payment is made after the due date.

4. Taxation

A GBC2 is exempted from paying any income tax in Mauritius. It is also exempted from submitting a tax return to the Mauritius Revenue Authority.

5. Duties of the Registered Agent (Mandatory)

i. Subscriber to the Constitution of the Category 2 Global Business Company (if any).ii. Responsible for liaising with the Registrar of Companies. iii. Responsible for all post-incorporation filings required under the Companies Act 2001.iv. Provision of Registered Office.v. Maintaining Register of Shares.

6. Duties of the Secretary (Optional)

i. Preparation of agendas, notices and minutes of meetings of shareholders and directors (limited to 1 board meetings per annum)

ii. Preparation of written resolutions of directors and shareholders (limited to 2 written resolution per annum)

iii. Attendance at meetings of shareholders and directors in Mauritius.iv. The preparation and authentication of certificates (if any) for Securities and the despatch

to the persons entitled thereto or to the order of such persons or to their agent.v. Preparation and despatch of dividend and other payment warrantsvi. Safekeeping of seal

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Appendix ‘D’

Essential Features of:

1. THE FINANCIAL INTELLIGENCE AND ANTI-MONEY LAUNDERING ACT 2002 (FI-AMLA); 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 terror-

ist financing offences; or

(iii) concerning the financing of any activities or transactions related to terrorism as speci-

fied 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 institu-

tion, 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

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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.

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 fi-

nancing 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 ter-

rorist 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.

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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.

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