FROM SA TO GLOBAL
A structured transition from South African sole proprietorship to an international holding company, designed to protect IP and attract global investment.
CURRENT STATE
All intellectual property — including 300+ AI skills, 16 domain agents, platform code, and brand assets — is currently held within a South African sole proprietorship. This structure served the bootstrapping phase but limits international investment and IP protection.
TARGET STATE
WHY MAURITIUS
Double Taxation Avoidance
Mauritius has a DTA with South Africa. Withholding tax on royalties (IP licence fees) is reduced from 15% to 0% under certain treaty provisions.
IP Holding Regime
Category 1 GBC entities benefit from a partial exemption system. Effective tax rate on foreign-sourced income can be as low as 3%.
International Currency
Investor equity denominated in USD. Insulates international investors from ZAR volatility. Dividends and distributions in hard currency.
International Credibility
Mauritius is a recognised international financial centre with OECD-compliant regulations. It signals to investors that the corporate structure is professional and well-governed.
Africa Gateway
Mauritius has DTAs with 20+ African countries. As 2nth expands across the continent, the holding structure provides tax-efficient operations in multiple jurisdictions.
IP LICENSING MODEL
- • All 2nth source code and repositories
- • AI skill library (300+ skills)
- • Agent system prompts and training data
- • Brand assets (2nth.ai, 2nth.io, imbila.ai)
- • Domain names and trademarks
- • Platform architecture and documentation
- • Right to operate platforms commercially
- • Right to sub-licence to partners
- • Pays arm's-length royalty to HoldCo
- • Retains operating profit after royalty
- • Handles local employment and compliance
- • Transfer pricing documented per OECD guidelines
TIMELINE
Engage Mauritius Management Company
Select licensed management company. Begin GBC application process.
GBC Licence Granted
Entity incorporated. Bank accounts opened. IP transfer agreement drafted.
IP Transfer & Licence Agreement
IP assigned to Mauritius entity. Licence agreement with SA OpCo executed. Transfer pricing documentation completed.
Investment Ready
Structure operational. Cap table prepared. USD-denominated equity available for international investors.
PROFESSIONAL ADVISORS REQUIRED
- • Licensed management company
- • Corporate secretary
- • Mauritius tax advisor
- • Transfer pricing specialist
- • SA tax advisor (cross-border)
- • IP attorney
Important Notice: The corporate structure described on this page is under active development and subject to legal, regulatory, and tax approvals. Nothing on this page constitutes legal, tax, or investment advice. The information is provided for informational purposes only. Prospective investors should engage their own professional advisors and conduct independent due diligence before making any investment decisions.