MAURITIUS Law and Practice Contributed by: Professor Michael Katz, Laksha Juddoo Prayag, Anne-Sophie Lenette and Ayesha Rambajun, ENS
• documents relating to employees’ share schemes. The Registrar receives and registers documents, issues certificates of incorporation and maintains the corporate registry electronically through CBRIS or other approved systems. Global Business Licence holders must also file certain documents with the FSC, including changes in share - holding, financial statements and auditors’ reports. Availability of registry Filings with the Registrar are generally available for public inspection upon payment of the prescribed fee. Available information includes: • any document filed with, or contained in, a reg - ister kept by the Registrar (excluding residential addresses); • particulars of any registered document; and • the certificate of incorporation. For GBCs and ACs, inspection is restricted to share - holders, officers, management companies or reg - istered agents. However, basic information (name, registered office, company secretary, directors, incor - poration date, and company type) is available to any person upon fee payment. The Registrar does not disclose shareholder personal information. Beneficial ownership information is only disclosed to the beneficial owner, for investigations or by court order. Failure to file If a filing requirement is not met, the Registrar may require remedy within 14 days and apply to the court for a compliance order if the default continues. Penalties for filing defaults vary: • up to MUR100,000 for share register, company records, and general filing failures; • up to MUR200,000 for board failures regarding financial statements, annual returns, or annual reports; • up to MUR300,000 for beneficial ownership disclo - sure non-compliance;
• up to MUR400,000 plus two years’ imprison - ment for failure to keep proper accounting records revealed on investigation or winding-up; and • up to MUR1 million plus five years’ imprisonment for false or misleading statements under the CA. When convicted of failing to pay registration fees or file annual returns, courts must order compliance within a specified timeframe, and the Registrar may compound certain offences with the consent of the Director of Public Prosecutions. The Registrar holds broad supervisory powers under the CA, including: inspecting company books on 72 hours’ written notice (obstruction carries up to MUR200,000 fine); refusing to register non-compliant documents; rectifying typographical errors; requiring inspectors to investigate company affairs or own - ership; and bringing proceedings in the company’s name for recovery where investigation reveals fraud or misfeasance. The Registrar may also remove a com - pany from the register for persistent filing defaults or failure to carry on business (subject to statutory notice and objection), and must report suspected non-com - pliance or illicit use of GBCs or ACs to the FSC.CA 5.4 Global Anti-Money Laundering Under the Mauritian AML/CFT framework, reporting persons (financial institutions, banks, cash dealers and certain professionals) must monitor and report suspicious transactions to the Financial Intelligence Unit. A suspicious transaction includes any completed, attempted or proposed transaction reasonably indi - cating money laundering, proceeds of crime, terror - ist or proliferation financing, or that appears unusual, lacks economic or lawful purpose, involves unjustified complexity or unidentified parties, or otherwise gives rise to suspicion. The board of directors bears ultimate responsibility for AML/CFT compliance. It must identify, assess and manage money laundering and terrorist financ - ing risks, take ownership of the risk assessment and keep it current. The board must adopt and oversee a formal AML/ CFT strategy aligned with the institution’s risk pro -
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