経済的実質要件は、毛里求斯のグローバルビジネスカンパニーにとって最も重要なコンプライアンス義務の一つです。OECDのBEPSイニシアティブを受けて毛里求斯が強化した実質要件は、毛里求斯税務居住権の恩恵を主張する事業体—租税条約ネットワークへのアクセスや部分免除制度を含む—が毛里求斯から真に経営管理されていることを確保するためのものです。実質要件の不履行は、条約恩恵の喪失、税務居住権申告の再評価、FSCの制裁、および評判上のダメージをもたらす可能性があります。
Core elements of economic substance
Management and Control in Mauritius
The most fundamental substance requirement is that the central management and control of the GBC must be exercised in Mauritius. This means that the board of directors must make genuine strategic and operational decisions at board meetings held in Mauritius, the majority of board members must be present in Mauritius, and the company's strategic direction must demonstrably emanate from Mauritius — not from a foreign parent, shareholder or adviser.
Resident Director Participation
At least two resident directors are required for a GBC, and their participation must be genuine. The FSC assesses substance by reviewing board minutes, which must reflect real deliberation — including review of financial information, consideration of strategic options, risk assessment and informed decision-making — not merely ratification of pre-determined instructions. Thin or formulaic minutes are a red flag.
Adequate Infrastructure and Expenditure
A GBC must maintain adequate infrastructure in Mauritius commensurate with its activities. For a holding company with limited activity, this may be a modest office arrangement and a small management fee. For a fund manager or active trading company, a higher level of local expenditure, staffing or contracted services will be expected. The principle is proportionality: the substance must be real, not simulated.
Core Income-Generating Activities
For entities claiming the partial exemption on specific income streams (such as income from collective investment schemes, qualified IP income or peer-to-peer lending income), Mauritius applies sector-specific substance tests. These require that the relevant core income-generating activities are conducted in Mauritius by people with appropriate expertise. Outsourcing these activities to a third party in Mauritius is permitted, provided adequate oversight is exercised.
Implementing a substance programme
Substance gap analysis
We review the GBC's current governance arrangements, board composition, decision-making processes and documentation to identify any gaps between the current position and the requirements for genuine substance. We assess the risk profile and prioritise the most material areas for improvement.
Governance and documentation framework
We design and implement a governance framework that ensures all strategic and material operational decisions are made at board level in Mauritius. This includes a board charter, meeting calendar, decision-making protocols and a template for comprehensive board minutes that properly evidence deliberation.
Infrastructure and expenditure review
We assess whether the GBC's current level of local expenditure, office arrangements and staffing is proportionate to its activities and income levels, and recommend practical enhancements where needed — including office space, contracted local services or additional director hours.
Ongoing substance monitoring
We monitor the GBC's substance position on an ongoing basis, reviewing board minutes for quality, tracking meeting frequency, maintaining records of local expenditure and preparing the annual substance assessment that may be required by the FSC or the Mauritius Revenue Authority.
What genuine substance requires
- At least two resident directors actively participating in board decisions
- Board meetings held in Mauritius (in person or by video conference with quorum in Mauritius)
- Detailed, substantive board minutes evidencing real deliberation
- Registered office and adequate physical infrastructure in Mauritius
- Local expenditure proportionate to the scale of the GBC's activities
- Core income-generating activities conducted in or from Mauritius
- Annual Tax Residency Certificate application supported by substance evidence
- Compliance with FSC monitoring and reporting requirements
Indicative costs
| Item | Indicative range |
|---|---|
| Substance gap analysis and implementation plan | USD 1,500 – 3,500 |
| Resident director service (per director per annum) | USD 2,500 – 5,500 |
| Board meeting facilitation and substantive minutes | USD 500 – 1,500 per meeting |
| Annual Tax Residency Certificate application | USD 500 – 1,200 |