Anex Private Client Services

Anex Private Client Services

Anex Private Client Services Limited has a dedicated team positioned to provide clients with the appropriate structures for doing business into Africa. This is in response to a global focus on business opportunities within the continent as a whole. Anex Private Client Services are proficient in managing the logistical challenges that Africa presents, whilst successfully implementing structures that execute cross-border transactions. Our extensive network allows Anex Group to provide a turnkey solution to its clients.

Tax planning is a crucial part of any strategic African operation given the nature of the systems and legislation at play. Source-based taxation and generally high tax rates through careful cross-border planning. Anex Private Client Services plays the role of co-ordinating and executing cross border transactions by dealing with the legal and tax advisors of the investor or client and council in country where necessary. This saves time, money and allows investors to focus on the deals at hand. We have structures in over 30 countries in Africa and have a network of legal advisors in most countries on the continent.

Our range of services includes, amongst others:

  • Setting-up, licensing and administration of entitiessuch as GBC1, GBC2 and Trusts

  • Company listing services

  • Full range of services in relation to Funds (both Collective Investments and Closed Ended Funds)

  • Provision of a range of supporting services including, nominee shareholding, directorship, corporate secretarial, accounting, tax and fund accounting

GBL1 (Global Business Category 1 Company) company

Africa GBC 1 companies are governed by the Companies Act 2001 and are regulated by the Financial Services Commission.

A GBL 1 can be set up to carry out any legal global business activities or such financial business activities as may be approved by the Financial Services Commission. This may include asset management, licensing and franchising, aircraft financing and leasing, pension fund administration, captive insurance, logistics, marketing, treasury management, consultancy services and project management.

A GBL 1 is considered as tax resident in Africa and enjoys the benefits from the network of DTAs that Africa has ratified. The maximum effective tax rate of a GBL 1 company is 3%.

Click here to see the table listing the countries with which Africa has a DTA

A GBL 1 is also eligible to apply for a Tax Residence Certificate (TRC) with the Africa Revenue Authority (MRA), to prove its residency in Africa.

The TRC is issued for a period of one year after which it may be renewed. To be tax resident, the company has to meet certain conditions to demonstrate that the “effective management and control” is in Africa.

Click here for the conditions to be met for TRC purpose.

Conditions to be met for Tax Residence Purposes

  • Has at least two (or a quorum of ) directors resident in Africa on its board

  • Shall keep and maintain or keeps and maintains, at all times, its accounting records at its registered office in Africa

  • Provides for all meetings of directors to include at least two directors from Africa

  • Shall maintain or maintains at all times its principal bank account in Africa

  • Prepare or proposes to prepare its statutory financial statements and causes or proposes to have such financial statements to be audited in Africa

Company must meet at least one of the following criteria

  • The company’s constitution must contain a clause whereby all disputes arising out of the constitution shall be resolved by way of arbitration in Africa

  • The company has or shall have office premises in Africa

  • The company employs or shall employ on a full time basis at administrative/technical level, at least one person who shall be resident in Africa

  • The company’s shares are listed on a securities exchange licensed by the Financial Services Commission

  • It has or is expected to have a yearly expenditure in Africa which can be reasonably expected from any similar company which is controlled and managed from Africa.

  • The company holds or is expected to hold within the next 12 months, assets (excluding cash held in bank account or shares/interests in another corporation holding a Global Business Licence) which are worth at least USD 100, 000 in Africa

Double Taxation Agreements

Africa has an extensive network of tax treaties with countries in Asia, Mauritius, Middle East and Europe.

Ratified & in force Awaiting Ratification Treaties await signature Treaties being negotiated
Africa Botswana Gabon Burkina Faso Yemen
Congo Kenya Cape Verde Tanzania
Lesotho Nigeria Ghana Algeria
Madagascar Morocco Lesotho
Mozambique Malawi
Namibia
Rwanda
Senegal
Seychelles
South Africa
Swaziland
Tunisia
Uganda
Zimbabwe
Zambia
Australia Australia (Partial)
ASIA & CHINA China Vietnam
India Hong Kong
Malaysia
Nepal
Pakistan
Singapore
Sri Lanka
Thailand
People’s Republic of Bangladesh
EUROPE Belgium Russia Czech Republic
Croatia Malta Greece
Cyprus Portugal
France Montenegro
Germany
Monaco
Guernsey
Italy
Luxembourg
Sweden
UK
Middle East Kuwait Republic of Iran
Oman Saudi Arabia
State of Qatar
Egypt
UAE
North America Canada
West Indies Barbados St. Kitts & Newis

GBC2 (Global Business Category 2 Company)

GBC 2 companies are not resident for tax purposes, therefore do not pay any taxes and do not have access to Africa’s tax treaty network.

This type of vehicle is mostly used for investment holding and trading activities, due to its versatile and flexible characteristic period.

A GBC2 company must conduct business only with non-residents of Africa and in a currency other than the African currency.

The main features and requirements of the GBC 2 are:

  • At least one director which can also be a corporate director

  • There is no minimum or maximum capital requirement for a GBC 2

  • Maintain a registered office in Africa

  • Shall have a registered agent at all times in Africa

  • Par value and no par value shares allowed but bearer shares are not permissible

GLOBAL FUNDS

These are financial structures whose activities consist the investment of funds in a portfolio of securities, financial assets, or real estate and whose operations is based on the principle of diversified of risks.

The Securities Act 2005 allows for the creation of the following type of funds:

  • Expert Funds

  • Collective Investment Schemes (Open-Ended Funds)

  • Professional Collective Investment Schemes

  • Closed Ended Funds

  • Specialised Collective Investment Schemes

Attractiveness of Mauritius

  • Can have access to the double taxation treaties

  • Low tax regime

  • Information in respect of global funds not available for public inspection

  • Listing on the Stock Exchange of Africa (‘JSE’)

  • No Withholding Tax

  • No Capital Gains Tax

Our services

  • Fund Formation services

  • Company Secretarial

  • Advisory services

  • Shareholder servicing

  • Audit coordination and liaison

  • Business and facilitation services and transactional support

  • Independent Directorship

  • Provision of registered office facilities

  • NAV calculation

  • Financial Report preparation

  • Tax computation and filing services

  • Liaise with third party service providers (custodians, bank and advisors, etc)

Foundations

Key features of a Foundation

  • A Foundation can be established in Africa or elsewhere and registered in accordance with the Act

  • A foundation can apply for a Global Business Licence from the FSC

  • Property of a Foundation must be managed and administered in accordance with its charter

  • Foundation can elect to have legal personality provided that it is duly registered with the Registrar of Companies

  • In case a Foundation has a GBL1, a management company must be appointed as secretary

  • A Foundation shall have full capacity to carry on or undertake any business activity or enter into any transaction

  • Dividends paid to beneficiaries of Foundations are exempt from income tax and there are no withholding tax paid to foreign beneficiaries

  • A Foundation established under the law of another jurisdiction can make an application to redomicile in Africa

  • Every Foundation must have a Council (the “Council”) which will administer its property and carry out the object and at least one member must be resident in Africa

  • A Foundation can be either terminated by a winding up order of the court or by voluntary winding up

  • Inspection of a Foundation’s register holding a GBL is not open to the general public unless approval has been given by the secretary or the FSC

  • Foundations are liable to income tax at a rate of 15%. However, foundations holding a Global Business Licence are taxed at 3%. Foundations which have non-resident founders are tax exempt

Why listing in Mauritius?

The Stock Exchange of Africa is responsible for the operation of Africa’s primary stock exchange in Africa. SEM has won for two consecutive years the “Most Innovative African Stock Exchange of the Year Award” at the Institutional Investment Summit and Index Series Awards organised by Africa investor, a leading international research and communication group, in collaboration with the New York Stock Exchange. SEM is one of the leading exchanges in Africa which operates a fully automated stock market infrastructure.

The SEM currently operates two markets

  • The official Market, which lists some of the largest companies in Africa spanning across different sectors of activity

  • The Development & Enterprise Market, which comprises a number of medium-sized companies and also offers opportunities for start-ups

Stock Exchange

  • Companies including Category 1 Global Business licensed companies

  • Debt securities

  • Different types of investment funds, including investment companies, unit trust, CIS such as Global Schemes, Professional CIS, Specialised CIS, Expert Funds and Closed End funds

What advantages does listing offer you?

  • Enhanced market value of your business

  • Increased visibility and prestige

  • Liquidity for shareholders

  • Access to capital and future financing opportunities

  • Create employee incentive mechanisms

  • Institutional investment

  • Greater efficiency

  • A means of demonstrating substance in the African jurisdiction and can be particularly advantageous to foreign investors who channel their investments through Global Business corporations incorporated in Africa and who may benefit from tax advantages

What are the main requirements for listing on the Official List of the SEM?

  • The applicant should be duly incorporated or otherwise established according to relevant laws of its place of incorporation

  • The company (the ``applicant``) is required to issue a Listing Particulars which complies with the Rules of the SEM and, where applicable, the Securities Act 2005 and the Securities (Public Offers) Rules 2007

  • Relevant Accountant's report, as per the Listing Rules, should be obtained from appointed accountants

  • The applicant must have a track record of at least 3 years i.e. must have published or filed accounts covering at least 3 years and its latest accounts must be in respect of a period ended not more than 6 months before the date of the Listing Particulars

  • The expected aggregate market value of the equity securities for which application for listing has been made must be at least MRU 20 million. The SEM may admit securities of lower value if it is satisfied there will be an adequate market for the securities concerned

  • Where an application for listing has been made for a class of equity securities, at least 25% of that class must, no later than the date on which dealings commence, be in the hands of not less than 200 members of the public

How can Anex Management Services Ltd help you?

  •  Preparation of application and relevant forms/declarations

  • Ensuring compliance with the listing rules and the relevant laws

  • Preparation of annual accountant’s report, annual report and interim (quarterly) report

  • Drafting of listing particulars in line with the Listing Rules

  • Meeting and liaison with the SEM for the application

  • Publication in newspapers of certain information like interim (quarterly) report and closure of register of members