At the end of the lifecycle of a company, you may need to wind up the company and require the company to be removed from the registers of the Registrar of Companies and close the company.
Factors which need to be considered prior to closing the company are as follows:
- The company has ceased to carry on business and there is no other reason for the company to continue in existence.
- The company has discharged in full its liabilities to its creditors and has distributed its surplus assets
- No creditor is seeking to liquidate your company. the company is not in receivership or liquidation or both.
- All outstanding taxes and other fees have been paid.
- The company is not a party to legal proceedings.
The procedures for removal of a company from the register of companies is defined in the Companies Act 2001 under Part XXVI.
A company may be removed from the register for one of the following grounds:
- As a result of an amalgamation
- The company has ceased to carry on business
- The company has failed to pay its registration fees
- The company has not filed its annual returned
- At the completion of a liquidation
An application to remove a company from the register is made to the Corporate and Business Registration Department (CBRD) on the grounds that:
i. the company has creased to carry on business
ii. the company has no surplus assets after paying its debts or no creditor has applied for liquidation.
The request that a company be removed should be accompanied by a written notice from the Mauritius Revenue Authority (MRA) stating that there is no objection to the company being removed from the registers.
On receipt of the application, the CBRD will give notice of request in the Gazette.
An objection to the removal shall be delivered to the Registrar not later than the date specified in the notice. Where a person delivers an objection, he shall file proof of the ground of objection with the Registrar within 1 week of the date of the objection and shall, at the same time, serve a copy thereof on the company.
Once the notice of intention to remove the company has been advertised, the public have a maximum 28 days and not later than the date specified in the notice to object to the removal of the company. The proof of the ground of objection shall be filed within 1 week of the date of the objection.
If there are no objections received within that 28 working days then the company will be removed from the register.
A company will be removed from the register of companies if a notice stating that the company is removed from the register, is signed by the Registrar.
The Insolvency Act 2009 is a legislation which helps better manage companies during periods of distress. It provides for a four-phased process: i) Restructuring and Work outs, ii) Administration, iii) Receiver/Manager and iv) Liquidation and ensures the following:
- Alternatives to liquidation such as workouts, restructuring and voluntary administration
- Sufficient protection for all the stakeholders involved
- Judicial or other supervision to ensure that the process is not subject to manipulation
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