The Finance (Miscellaneous Provisions) Act 2022 came into force on 2 August 2022 and amended several statutory legislations to provide for the implementation of the measures announced in the financial budget 2022-2023. This note highlights some of the amendments or new additions made to the legal landscape of the corporate and financial services sector in Mauritius.

Companies Act 2001

Small private companies

With respect to their last preceding accounting period, private companies having a turnover of less than MUR 100 million are now qualified as “small private companies”. The threshold has increased from MUR 50 million to MUR 100 million in order for more private companies to benefit from the more favourable regime reserved for small private companies.

Removal of COVID-19 period provisions/exemptions/extensions

In line with the government’s strategy to ease sanitary restrictions, various COVID-19-specific provisions/exemptions/extensions have been removed, such that:

• the board of a company shall call for an annual meeting of shareholders to be held not later than six months or such other period determined by the Registrar of Companies (ROC) after the balance sheet date of the company;
• the board of a company shall ensure that financial statements of the company are prepared within six months or such other period as the ROC may determine after the balance sheet date of the company;
• financial statements must be filed with the ROC within 28 days or such other period as the ROC may determine after the signature of the financial statements; and
• the provisions with respect to the duties of directors on insolvency are reinstated.

Redomiciliation of companies in and out of Mauritius

• The ROC shall now issue a conditional certificate of registration in respect of domiciliation of a company from a foreign jurisdiction to Mauritius until such company is deregistered from its original place of incorporation/registration.
• The ROC will enter the name of the company on the register upon receipt of the certificate of registration. Subsequently, the ROC will issue a certificate of registration as from the date of such deregistration.
• The ROC will remove a company which has redomiciled from the register upon receipt of its certificate of registration from the foreign jurisdiction.

Removal from the registers of company

There are now two distinct grounds for the ROC to remove a company from the register:

• where a company has ceased to carry on business; or
• where there is no reason for a company to continue to exist.

Financial Services Act 2007

• Extended powers have been given to the Chief Executive of the Financial Services Commission (FSC), who may exercise his powers under the Financial Services Act 2007 (FSA) and refer any licensee to the Enforcement Committee for disciplinary proceedings if he is of the opinion that such licensee is operating in breach of the law.
• A new section has been added to introduce a settlement committee for the purpose of determining the likelihood of an early resolution of disciplinary proceedings with a licensee. The settlement committee may exercise disciplinary powers of the FSC under the relevant section of the FSA and may impose an administrative penalty on a licensee.
• A business whose primary function is to carry out the following global activities shall now apply to the FSC for a licence:
  • global headquarters administration;
  • global shared services; and
  • treasury activities.

The above activities are no longer defined as “financial services” and fall under the new definition of “global activities”.

• The definition of “licensee” has been amended to include any person who is a present or past licensee, or any person who is a present or past officer, partner, shareholder or controller of a licensee; or any person who is acting as an officer of a licensee but whose appointment is in contravention of section 24(1) of the FSA.

Financial Intelligence and Anti-Money Laundering Act 2002

The Finance Act has replaced the term “terrorism financing” to expand it to “terrorism financing and proliferation financing”.

Financial Reporting Act 2004

The definition of “professional services” has been amended to include the following:

• services relating to:
  • the preparation of financial and management accounts, and book-keeping services;
  • auditing, fund accounting, forensic accounting, cost accounting, fiduciary accounting, corporate accounting and insolvency services; and
  • taxation, providing tax advice to individual and corporate clients, and representing a client with tax authorities; and
• such other professional services related to accountancy as the Mauritius Institute of Professional Accountants may, through its rules, recognise or determine.

A public accountant will now need to be authorised by the relevant authority to provide professional services to the public in Mauritius.

Please note that not all the amendments have been listed above and this note does not constitute legal or other professional advice.