Companies from outside Mauritius

1. Carrying on business here

Part XXII applies to a foreign company only if it has a place of business in Mauritius or is carrying on business in Mauritius. A foreign company is a body corporate incorporated outside Mauritius that is required to be registered under that Part. A company that is incorporated in Mauritius, including Tamarind, is not a foreign company.

A foreign company must not carry on business in Mauritius unless its name is available. A foreign company already registered under this Part must not change its name unless the new name is available. The reservation in section 34, and the rules on names that cannot be registered, apply to that name with the necessary modifications.

An office in Ebène brings the company into this Part

A company incorporated in France keeps its management abroad and has no place of business in Mauritius and is not carrying on business here. Part XXII does not apply to it. The same company takes an office in Ebène and starts invoicing clients from that office. It then has a place of business in Mauritius, the Part applies, and it needs a name that is available before it carries on that business.

Companies Act, sections 34, 273 and 275.

2. Continuing as a Mauritius company

A company incorporated under the laws of another country may apply to the Registrar to be registered and to continue as a company in Mauritius, as if it had been incorporated under this Act, where the law of that country authorises it to do so. The application is accompanied by a certified copy of its certificate of incorporation, a copy of the resolution authorising the continuation, a certified copy of the documents that contain its constitution, and a statement of the charges on its property.

The Registrar must not register that continuation unless the conditions in section 297 are met. The company is authorised to transfer its incorporation under the law of the country where it is incorporated. It has complied with that law. Where that law does not itself require the shareholders, or a stated proportion of them, to consent, the transfer has been consented to by not less than 75 per cent of the shareholders entitled to vote and voting in person or by proxy at a meeting, and a notice specifying the intention to transfer was given to the shareholders at least 21 days before that meeting. Section 298 adds a further bar. The company must not be in winding up or liquidation, a receiver or manager must not have been appointed over its property, and no scheme or order must be in force that suspends or restricts creditors’ rights. Immediately after registration it must satisfy the solvency test.

120 votes out of 160, and 21 days’ notice

The French company’s home law allows a transfer of incorporation and does not itself require a shareholder vote. Seventy-five per cent of the shareholders entitled to vote and voting must still consent under the Mauritius Act, at a meeting held at least 21 days after notice of the intention was given to them. Suppose 160 shareholders vote. Not less than 75 per cent of 160 is 120. A consent of 120 of those 160 meets the line. A consent of 119 is 74.375 per cent and is short. A meeting held 10 days after the notice is also short of the 21 days. The company also has to have complied with the French formalities, and immediately after registration it must satisfy the solvency test. A company already in liquidation cannot use this route. The application still includes the certified certificate of incorporation, the authorising resolution, the certified constitution, and the statement of charges.

Continuation is not the amalgamation in the previous chapter. Tamarind does not become a foreign company by amalgamating with Palm. A company that is already incorporated in Mauritius does not use this Part to “continue” itself.

Companies Act, sections 296, 297 and 298.

What you should now be able to explain

A foreign company enters this Part when it has a place of business here or carries on business here, and its name must be available. A continuation into Mauritius needs authority from the home law, compliance with that law, and, where the home law is silent on shareholder consent, 75 per cent of the shareholders entitled to vote and voting.

Next: which Companies Act rules are switched off, or switched on, for a Global Business Licence and an Authorised Company.