AUTHORISED COMPANY

Information and documents required by TMF Mauritius Limited (“TMF”) for incorporation of
the Authorised Company:
TICK WHERE
COMPLETED
1. PROPOSED NAME OF COMPANY i.
Please provide three alternative names in order of ii.
preference iii.

2. CORPORATE DIRECTOR Please provide name of TMF will generate

proposed corporate director: the form after
If a corporate director is appointed, the due diligence company name in
documents listed in 9(II) below will be required to be section 1 above has
submitted on the company acting as corporate ........................................... been reserved and
director. after receipt of
corporate due
A Consent and Certificate of Director form signed by diligence
an authorised signatory must be sent to TMF for information.
submission to the authorities. The signed Consent
form must be accompanied by a list of authorised
signatories.

Note: An Authorised Company cannot act as

corporate director.

3. INDIVIDUAL DIRECTORS Name of Director 1 a)

b)
If individual directors are appointed, the c)
following due diligence documents are required d)
on each director:
a) Certified copy of passport*
b) Original bank reference letter addressed to
the FSC ** Name of Director 2 a)
c) Profile of the director b)
d) Proof of residential address, in the form of a c)
utility bill or a bank statement not more than d)
3 months old.
TMF will generate
A Consent and Certificate of Director form must be the form after
signed by each director and sent to TMF for company name in
submission to the authorities. section 1 above has
been reserved and
after receipt of
Directors’ due
diligence.

4. SECRETARY (optional) Please provide name of TMF will generate

A Consent and Certificate of Secretary form must be proposed secretary: the form after
signed by the Secretary and sent to TMF for company name in
submission to the authorities. ........................................... section 1 above has
been reserved and
Nomination of Secretary If required, TMF Mauritius can after receipt of
Where the company has one individual being both act as secretary. Secretary’s due
the sole director and sole shareholder and no other diligence
person is ‘appointed’ as secretary, an individual or information.
corporation must be ‘nominated’ to be the secretary
of the company in the event of the death of sole
shareholder and director

TMF MAURITIUS LIMITED – INCORPORATION QUESTIONNAIRE - AUTHORISED COMPANIES

5. REGISTERED ADDRESS 3rd Floor, Standard Chartered a
Tower, 19 Cybercity, Ebène,
Republic of Mauritius

6. PROPOSED STATED CAPITAL US$ TMF will generate

A Consent of Shareholder form must be signed and the form after
sent to TMF for submission to the authorities. If a company name in
corporate shareholder, the Consent form must be section 1 above has
accompanied by a list of authorised signatories. been reserved and
after receipt of
For incorporation purposes, the company will be Shareholders due
incorporated with 1 share only and any further share diligence
issue may be dealt with after incorporation. information.

7. a) DETAILS ON THE RATIONALE FOR WHICH THE • a)

BUSINESS IS BEING ESTABLISHED.
b) JURISDICTION(S) WHERE ENTITY WILL CARRY OUT • b)
OPERATIONAL ACTIVITIES
c) JURISDICTION(S) OF CLIENTS THAT WILL ENGAGE • c)
WITH THE COMPANY
d) PROPOSED FINANCIAL YEAR END • d)
e) NAME OF PROPOSED BANK IN MAURITIUS (Optional) • e)
f) LIST OF BANK SIGNATORIES • f)

8. BUSINESS PLAN AND STRUCTURE CHART Please attach detailed

Please provide a structure chart and a detailed business plan and structure
business plan of the proposed activities including: chart, including all
• Name and track record of proposed beneficial intermediary holding
owner companies, if any, up to the
• Detailed description of proposed activities Ultimate Beneficial Owner.
• Markets, countries and sectors targeted
• Proposed date of commencement of activities
• Estimate for a 3-year period of:
- amount to be invested
- expected income and expenses

9. SHAREHOLDERS/BENEFICIAL OWNER

Please provide the following:

I. Where the proposed company is to be owned

by an individual:

a) Certified true copy of passport*

b) Original bank reference addressed to the FSC **
c) Profile including experience and track record
d) Jurisdiction of tax residence, Nationality and Tax
Identification Number
e) Details of current and permanent address and
proof of current residential address, in the form of
a utility bill or a bank statement not more than 3
months old.
f) Confirmation that Individual(s) acting in personal
capacity and not on behalf of another. If acting on
behalf of another person, provide proof of
authorisation.
g) Details of Source of Funds for financing the
company/project
h) Net worth of the individual(s) and details of
Source of Wealth of the individual(s), being the
manner in which the individual’s wealth has been
generated. 1

1
Description in generic terms like investment process, business proceeds, savings, life savings and or surplus funds are not
sufficient and must be supplemented by a description as to the activities and in line of business that generated the funds. Full
details of source are required, (e.g exercise of stock options earned from employment (state its name and business), work
bonus, sale of company (state its name and business), etc. In case of inheritance, the description should include information
on the deceased from when the funds were acquired.
TMF MAURITIUS LIMITED – INCORPORATION QUESTIONNAIRE - AUTHORISED COMPANIES
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II. Where it is owned by a private company:

a) Details of the nature of the business and

Corporate Profile
b) Details of ownership and control structure
c) Certified copy of Certificate of Incorporation
d) Certificate of Good Standing
e) Registers of Directors and Members
f) Copy of Constitution/ Memorandum and Articles
of Association.
g) Original bank reference addressed to the FSC**
h) Latest Audited accounts of the company
i) Due diligence documents on the members/
beneficial owners of the private company as per
9.I above
j) All former trading names used over last 7 years
k) Names of the relevant persons having a senior
management position
l) Registered address and principal place of
business (if different)

III. Where it is owned by a public listed company:

a) Provide Listing location, company Listing Code

and Company website link
b) Profiles of chairman/president and executive
director (s)
c) Latest Annual Reports
d) Certified copy of Certificate of Incorporation

IV. Where it is owned by a Limited Partnership:

a) Certificate of Registration and Certificate of Good

Standing of the Limited Partnership and its
General Partner
b) Latest audited financial statements of the Limited
Partnership and its General Partner
c) Corporate Profile
d) Due diligence documents as per (I) or (II) on all
the General Partners in the structure up to the
ultimate GPs and on each Limited Partner owning
or controlling 10% or more of the Limited
Partnership
e) All former trading names used over last 7 years

V. If it is owned by a Trust

a) Name of Trust, its date and place of registration –

Provide Trust deed/Declaration of Trust
b) An indication of assets value held by trust
c) Due diligence documents on settlor or contributor
and trustee as per 9. I.
d) Due diligence documents on the beneficiaries
e) For a discretionary trust, a confirmation, from the
trustee, to submit due diligence documents on the
beneficiaries at the time of distributions.

*: passport copies must show legible photographic

image, validity date and signature; acceptable
certification by either banker, lawyer, notary,
actuary, accountant, police officer, member of the
judiciary, civil servant or embassy/consulate of
country of issue of passport. The certifier should
sign and date the copy, clearly indicating his/her
name, contact details, and capacity in which
he/she is signing.

**: see model bank reference letter in Appendix III.

Please note that FSC requires the bank reference
from a recognised banking institution which has
TMF MAURITIUS LIMITED – INCORPORATION QUESTIONNAIRE - AUTHORISED COMPANIES
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 known the person for at least the last two years.

10 ADDITIONAL INFORMATION REQUIRED

(a) Appendix I sets out a list of confirmation to be given (a)
by the Beneficial Owner required by the FSC. Please
provide details and tick accordingly.
Appendix II provides a memorandum on Authorised
(b) Company setting out general notes on the statutory (b)
requirements.
(c) Appendix III provides a sample of a bank reference
letter. (c)

11 DECLARATION Name:
I/We confirm that the particulars provided above Designation:
and in Appendix I are true and correct. I/We Beneficial Owner/
confirm having received, read, and understood Authorised Representative*
the contents of Appendix II.
Date:

Signature:
* : delete as required

Upon receipt of the requisite information and documents, TMF will prepare and submit the application for incorporation. Please
note that additional information may be required from the beneficial owners prior to the authorities issuing the Certificate of
Incorporation and Licence. The time frame for the incorporation is approximately 1-2 weeks.

TMF MAURITIUS LIMITED – INCORPORATION QUESTIONNAIRE - AUTHORISED COMPANIES

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 Appendix I (page 1 of 4)

CONFIRMATION OF DETAILS OF BENEFICIAL OWNER’S BUSINESS RECORD

1. State all the former trading names (if any) used by the Beneficial
Owner during the last 7 years. Please indicate the dates
of the change of names. <<<<<<<<.

2. Is the Beneficial Owner regulated in another jurisdiction or has

the Applicant applied for a licence from any regulatory authority  Yes  No
in any other jurisdiction?
If yes, please provide details.

3. Has the Beneficial Owner at any time in the previous 7 years

been criticised, censured, disciplined, suspended, or fined by  Yes  No
any regulatory body in Mauritius or by any regulatory body in
any other jurisdiction?
If yes, please supply details

4. At any time in the previous 7 years, has an application been made

for the bankruptcy or compulsory winding up of the Beneficial  Yes  No
Owner or has the Beneficial Owner’s property been seized or
or forfeited or relinquished by any other similar means?
If yes, please supply details

5. Has the Beneficial Owner at any time in the previous 7 years

had a Receiver or an Administrator appointed or failed to  Yes  No
satisfy a debt adjudged due, or come to a compromise or similar
arrangement with any of its creditors?
If yes, please supply details

6. Has the Beneficial Owner been engaged in any civil proceedings

or arbitration at any time in the previous 7 years in which a debt Yes  No
was adjudged due from, or judgement given against, the
the Beneficial Owner in relation to any financial service?
If yes, please supply details.

TMF MAURITIUS LIMITED – INCORPORATION QUESTIONNAIRE - AUTHORISED COMPANIES

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 Appendix I (page 2 of 4)

7. Has the Beneficial Owner at any time been convicted of any

offence involving fraud, or other dishonesty, or any other
offence such as an economic offence or money laundering or been  Yes  No
subject to penalties for tax evasion (whether or not in Mauritius)
relating to companies carrying out financial services business?
If yes, please supply details.

8. Has any Director, Officer or Partner of the Beneficial Owner (if

a company) been convicted in any Court of Law for a criminal
offence of penalised or sanctioned, or is currently or has ever been  Yes  No
under investigation for professional negligence or malpractice by
any Regulatory Authority in any country?
If yes, please supply details

I/We confirm that the particulars provided above are true and correct.

Signature: ............................................................................

Name: .................................................................................

Designation: Beneficial Owner / Authorised Representative

Date: .................................................................................

TMF MAURITIUS LIMITED – INCORPORATION QUESTIONNAIRE - AUTHORISED COMPANIES

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 Appendix I (page 3 of 4)

BENEFICIAL OWNER’S UNDERTAKING AND CONFIRMATION

In accordance with the Mauritius Financial Services Act 2007, I request TMF Mauritius Limited to
apply to the Financial Services Commission (“FSC”) for an Authorised Company status to be
granted to the proposed company under application herein (“the Company”) to conduct business
activities as set out in section 8 of the Incorporation Questionnaire, and in accordance with the laws
of Mauritius.

I hereby confirm as Beneficial Owner that:

1. that I have obtained professional advice in my country of residence in connection with my

beneficial ownership of the Company and as per information and details provided in the
attached Incorporation Questionnaire;

2. that none of my or the Company’s assets, net worth, income or activities relate in any
manner to money laundering, or any activity that I know to be or have reason to believe
are illegal in my country of residence or in Mauritius;

3. that the funds to be injected into the Company originate from me, belongs to me and
does not belong to any third party;

4. where the proposed application is for an existing corporation that has been formed
already, its financial position shown in the audited accounts and/or other financial
statements has not materially changed since the date thereof except to the extent (if any)
disclosed in the Application;

5. that, if a licence is granted, the Company shall conduct only that business for which it is
licensed - unless otherwise authorised by the FSC;

6. that, the Company will comply with the laws of Mauritius and with the laws of the
jurisdiction where the global business will be carried out and in particular will not
undertake any licensable activity anywhere without the appropriate authorisation;

7. that, I will notify TMF Mauritius Limited of any further information which is relevant to the
Application and of any material changes in the information forming part of this Application
(or its supporting documents) which comes to my attention during the period in which this
Application is being considered or at any time thereafter;

TMF MAURITIUS LIMITED – INCORPORATION QUESTIONNAIRE - AUTHORISED COMPANIES

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 Appendix I (page 4 of 4)

8. that, to allow compliance with the Financial Intelligence and Anti Money Laundering Act
2002 and other relevant Acts, I undertake to produce to TMF Mauritius Limited, such
records or documents as may be required from time to time, and will fully disclose all
relative information on the Company’s bank account(s);

9. that, I will ensure that a signed financial summary in the standardised EXCEL template form
as per the link below, be submitted to TMF Mauritius Limited for onward submission to the
FSC within six months of the Company’s financial year end. Link for standardised EXCEL
template:
http://www.fscmauritius.org/media/152291/gbc_2_-
_financial_summary_submission_template_final_-_30_july_2014.xls

10. that, I will apply for removal in compliance with the Companies Act where the Company
has ceased to carry on business and where there is no reason for the Company to
continue in existence.

Signature: ............................................................................

Name: .................................................................................

Designation: Beneficial Owner / Authorised Representative

Date: .................................................................................

TMF MAURITIUS LIMITED – INCORPORATION QUESTIONNAIRE - AUTHORISED COMPANIES

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 Appendix II (page 1 of 3)

MEMORANDUM ON AUTHORISED COMPANY

1. The fees payable to the Financial Services Commission (FSC) by an Authorised Company are as
follows:

FSC Processing Fee USD 150

FSC Annual Fee USD 350

The due date for the payment of the FSC annual licence fees is 1 July every year. Late payment of
FSC annual fees attract additional charges as follows:

 USD 40 if paid within 1 month after due date;

 USD 100 if paid after 1 month but within 3 months after due date;
 USD 175 if paid after 3 months but within 6 months after due date;
 USD 355 if paid after 6 months but within 12 months after due date.

Where the annual fees and late payment charges are not settled within the period specified and
remain unpaid for 12 months as from the date it is due and payable, the licence will lapse.

2. ROC Annual Registration Fee USD 100

The annual registration fee is payable to the Registrar of Companies (ROC) no later than the 20th
January every year. An amount of USD 150 is payable after the due date.

3. An Authorised Company shall at all times have a registered agent in Mauritius who shall be a
management company, such as TMF Mauritius Limited. A registered agent shall be responsible
for providing such services as the company may require in Mauritius, including:

(a) Filing of any return or document required under the Financial Services Act 2007, the Income
Tax Act 1995 or the Companies Act 2001
(b) Receiving and forwarding of any communication from and to the Commission, the Mauritius
Revenue Authority or the Registrar
(c) Undertaking measures on combating money laundering and the financing of terrorism and
related offences as required by any enactment or guidelines issued by the FSC
(d) Keeping of records, including board minutes and resolutions, transaction records and such
other documents as the Commission may require
(e) Such other services as the Commission may require

4. An Authorised Company:

(a) Shall have at least 1 director who need not be ordinarily resident in Mauritius
(b) May appoint a corporation to be a director of the company
(c) Shall conduct business principally outside Mauritius or with such category of persons as may
be specified in FSC Rules
(d) Shall have its place of effective management outside Mauritius
(e) Is exempt for tax purposes in Mauritius but it shall be required to file an annual tax return with
the Mauritius Revenue Authority within 6 months of its financial year end.
 Appendix II (page 2 of 3)

5. An Authorised Company is prohibited from conducting the following business activities:

- Banking;
- Financial Services;
- Carrying out the business of holding or managing or otherwise dealing with a collective
investment fund or scheme as a professional functionary;
- Providing of registered office facilities, nominee services, directorship services, secretarial
services or other services for incorporations;
- Providing trusteeship services by way of business.

6. An Authorised Company shall keep its accounting records, minutes of all meetings, its share
register and register of directors and officers, and register of mortgages and charges at the
registered office of the company in Mauritius or at such other place as the directors may determine.

7. TMF Mauritius Limited shall be notified by the Authorised Company, of the full address of the place,
being a place other than the registered office of the Authorised Company, where the accounting
records, minutes and the register of directors and officers are kept.

8. TMF Mauritius Limited shall be provided on a quarterly basis, with the following on the Authorised
Company:

(a) Copies of all bank statements, duly translated if not already in English; and
(b) Copies of all supporting documents in respect of transactions made through the bank account
of the Authorised Company.

9. Where the Authorised Company is required by its constitution to have a common seal, an imprint
of the seal shall be kept at the registered office of the company.

10. Except for the person named in the application for incorporation as a shareholder who shall be
deemed to have been issued with the number of shares specified in the application, a share in an
Authorised Company shall not be issued until the consideration in respect of the share is fully paid;
or when issued, be deemed for all purposes to be fully paid.

11. Annual Meetings of shareholders must be held not more than once every year and not later than 6
months after the financial year end 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.

12. An Authorised Company must ensure that a signed financial summary in the standardised
EXCEL template be submitted to the FSC within six months of the Company’s financial year end.
Link for standardised EXCEL template: http://www.fscmauritius.org/media/152291/gbc_2_-
financial_summary_submission_template_final_-_30_july_2014.xls. Late filing of the financial
summary will attract a penalty of USD10 per each business day of non-compliance.

13. An Authorised Company shall also provide with sufficient information on its overall business
activities, including information about relevant sister companies, associates, subsidiaries,
investees and other relevant parties, to enable TMF to conduct an adequate due diligence process
and assess risks.
 Appendix II (page 3 of 3)

14. An Authorised Company shall also provide TMF Mauritius Limited with half yearly management
accounts, including relevant notes.

15. An Authorised Company shall promptly notify TMF Mauritius Limited of the following:

(i) any change in directors, shareholders and relevant principals, including change in their
particulars;

(ii) any change in the place where original records are being kept;

(iii) any change in business activities, conduct of additional business activities, variations in
the business activities, including jurisdiction of operation, product/services client base,
types of product/services offered, jurisdictions where such products/services are offered
as well as their delivery channels and any other relevant changes relating to the Authorised
Company.

In relation to the above, the Authorised Company may be requested to provide such relevant
supporting documentation as may be required.

16. An Authorised Company shall on an annual basis, complete the TMF Annual Compliance Update
Form and promptly submit such updated due diligence documents as may be required.

17. An offence of money laundering carries a fine not exceeding 2 million rupees (approximately USD
60,000) and a term of imprisonment not exceeding 10 years under the Financial Intelligence and
Anti-Money Laundering Act 2002.

18. Due diligence documents required in view of the incorporation and licensing of the Authorised
Company are provided to TMF Mauritius Limited as per local statutory requirement and TMF Group
Compliance requirement.

The beneficial owner acknowledges that TMF Mauritius Limited and its related entities within TMF
Group worldwide will be entitled to process, transfer, and retain in safe custody copies of all
documents provided to it in order to establish and verify the identity of various parties named herein.
Such information contained in this questionnaire and any additional information which shall be kept
and transferred within TMF Mauritius Limited and its related entities within TMF Group worldwide
is deemed confidential and shall not be disclosed to third parties unless as required by law or with
the consent of the beneficial owner named herein.
 Appendix III (page 1 of 1)

DRAFT BANK REFERENCE LETTER FROM A REPUTABLE BANK

Dated this <<<<<<.

The Chief Executive

Financial Services Commission
Global Business Division
54 Cybercity
Ebene
Mauritius

Dear Sir/madam

This is to confirm that Mr./Ms. [ ] of [<full residential address <] holds an account at our branch
for business and personal purposes since [ ].

We confirm that the above account has been active and well managed.

We wish to state that this opinion is not a representation or guarantee, and is given by the Bank
without prejudice and on the condition, that you hold the Bank and its employees free from all liability
in respect of it and indemnified against any liability to any customer or other person to whom you
shall communicate it. This opinion is to be treated as private and confidential.

Yours faithfully

<<<...............................
[< Name of bank officer<]

[<Position<]

TMF MAURITIUS LIMITED – INCORPORATION QUESTIONNAIRE - AUTHORISED COMPANIES

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