Earlier during the year Mauritius introduced reforms intended to remove the distinction between its ...
Earlier during the year Mauritius introduced reforms intended to remove the distinction between its 'onshore' and 'offshore' activities. This would mean that all the regulatory bodies would be merged. A proposal to combine three regulatory bodies has been approved; the Mauritius Offshore Business Activity (MOBA) Authority, the Stock Exchange Commission and the Insurance Division are to be combined to form the Financial Services Commission (FSC). The changes made meant that the 1984 Companies Act has had to be altered.
As a result, a new Companies Bill 2001 is expected to come into effect in October. Moreover, a new act has been introduced to replace most of the Companies Act of 1984, other than sections dealing with insolvency and public companies, which will remain in force until new legislation is brought forward in separate bills. The 1984 Act was the first major revision of companies' legislation in Mauritius and provided a virtually complete restatement of the law relating to companies.
The core company law contained in the new Act provides the basic framework for the incorporation, internal management and receivership of all companies, with provisions for the termination of the company being contained in the Insolvency Bill which has yet to be published. The incorporation and management of exempt offshore companies continues to be governed by the separate International Business Companies Act 1994 that deals with the special needs of that group of companies. This leaves the Companies Act as a vehicle for providing the core company law provisions for domestic companies, including companies described in the Mauritius Offshore Business Activities Act 1992 as 'offshore companies'.
The Act introduces a simple form of incorporation enabling a company to be incorporated on the filing of a single application together with the necessary consents from the proposed directors and secretary and a notice of reservation of the proposed company name. It will not be necessary to submit a constitution at the time of incorporation.
If a company wants to depart from the standard requirements set out in the Act 1, then, either on incorporation or subsequently, it needs to file a separate constitution setting out the departures from the standard form. The new legislation also recognises the reality of 'nominee' shareholders by allowing companies to operate with just one shareholder.
It replaces the Memorandum and Articles of Association by a single constitution, which is no longer required to be notarised. Private companies will continue to be prohibited from offering shares or debentures to the public, will be able to dispense with the holding of company meetings by passing resolutions by means of entry in the company minute book, and exempt private companies will not be required to appoint a qualified auditor or a qualified secretary and will be entitled to file only a summary statement of accounts with the Registrar.
The new legislation makes provision for a company to provide in its constitution for the company to have power to indemnify or insure its directors, secretary or employees in accordance with the limitations provided by the act.
The act contains a requirement that public companies and non-exempt private companies are required to prepare and present their accounts in accordance with international accounting standards and that exempt private companies are required to present their accounts in accordance with accounting practices and principles that are reasonable in the circumstances and having regard to any requirements set out in regulations made under the act.
Offshore Companies are brought under the Companies Act and redesignated as 'external companies'. New provisions allow for the continuation in Mauritius of companies that are incorporated elsewhere and also provides for the incorporation of limited life companies.
Location: Mauritius is an independent island republic in the western Indian Ocean, east of Madagascar
Regulatory Contact: Mauritius Offshore Business Activities Authority, 5th Floor, Block A, Barkly Wharf, Le Caudan Waterfront, Old Pavillion Street, Port Louis, Mauritius
Tel: +230 210 7000
Fax: +230 212 9459 / 211 3398
E-mail: [email protected]
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