MAURITIUS Law and Practice Contributed by: Professor Michael Katz, Laksha Juddoo Prayag, Anne-Sophie Lenette and Ayesha Rambajun, ENS
months of the balance sheet date and sent to share - holders at least 21 days before the annual general meeting. This requirement does not apply to one- person companies. Private companies may dispense with the annual report by unanimous shareholder resolution, but this exemption is unavailable to PIEs under the FRA 04. If any shareholder requests compliance in writing within three months after the balance sheet date, the board must prepare the annual report for that year and sub - sequent years, unless shareholders again unanimous - ly resolve otherwise. Annual Return Every company must generally file an annual return with the Registrar once yearly, subject to certain exemptions. • Enterprises incorporated on or after 2 June 2015 and registered as SMEs are exempt for eight years from incorporation, provided net assets do not exceed MUR50 million and annual turnover does not exceed MUR20 million. • Small private companies with annual turnover not exceeding MUR100 million are also exempt unless there is a change in shareholding, board composi - tion or related particulars. Where required, the annual return must be filed with - in 28 days after the annual meeting, or within eight weeks for companies with a branch register outside Mauritius. A director or secretary must sign the return. A company need not file an annual return in its year of incorporation. PIEs and Listed Companies PIEs must ensure IFRS-compliant financial state - ments, report on corporate governance per the Code (including compliance statements to the Financial Reporting Council), and submit financial statements, annual reports, and governance reports to the FRC’s Chief Executive Officer within six months of year-end. SEM-listed equity issuers must also publish interim quarterly reports within 45 days, including an activities statement, profit/loss comparison to the prior year, and company prospects. Reports must appear in at
least one daily newspaper or on the issuer’s website (with notice in two other newspapers) and be sent electronically to the SEM without delay. 5.2 Corporate Governance Arrangement Disclosure The annual reports must include a “report on corporate governance referred to in the Financial Reporting Act” alongside financial statements, the auditor’s report, directors’ remuneration, interests register entries and other prescribed particulars. The FRA 04 also requires PIEs to adopt and report on corporate governance per the Code and submit a compliance statement to the Financial Report - ing Council. Non-compliant PIEs must disclose and explain areas of non-compliance. Financial state - ments, annual reports, and governance reports must be submitted to the FRC’s Chief Executive Officer within six months of year-end, and auditors must report on Code compliance. Companies with a Global Business Licence or operating as ACs are excluded from PIE classification. 5.3 Incorporation and Registration Company Registry and Filings Companies in Mauritius are incorporated and regis - tered with the Registrar. Companies are required to make numerous filings with the Registrar throughout their lifecycle. At the time of incorporation, an application must be submitted in the prescribed form, together with the supporting documents. On an ongoing basis, the principal filings include, but not limited to, the following: • the company’s constitution; • changes in shareholders, directors, secretaries and beneficial owners; • financial statements and annual reports; • resolutions approving certain transactions (for example, a change of name or amendments to the constitution); • changes in the registered office; • share transfer forms; • particulars of charges; and
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