Annual Returns


*IN THIS ISSUE:*	*SEPTEMBER* 2008 - VOL 3
WELCOME OFFSHORE Annual Returns for Mauritian Domestic Companies – What does it entail? Directors Responsibilities: A position not to be taken lightly INFRASTRUCTURE Corporate Tax Return and Advance Payment System – A more Sophisticated System AVIATION NEWS Aircraft Leasing and Finance in Mauritius - A clever structuring alternative OTHER NEWS New staff Readers’ Travel Awards 2008 LINKS www.air-tec.co.za www.inter-oceanmgt.com www.mauritiusrelocationservices.com www.irsmanagementservices.com Suite 320, 3rd Floor Barkly Wharf Le Caudan Waterfront Port Louis Republic of Mauritius Tel +230 210 9334 Fax +230 210 8524 brendon.jones @inter-oceanmgt.com www.inter-oceanholdings.com SUBSCRIBE / UNSUBSCRIBE		Annual Returns for Mauritian Domestic Companies – What does it entail? In Mauritius, all Mauritian Domestic companies are incorporated under the Companies Act 2001. Upon incorporation, the Registrar of Companies will issue a certificate of incorporation stating the date of incorporation of the domestic company. Amongst other parts of the legislation the Companies Act 2001 states that every domestic company shall file an annual return with the Registrar of companies. Below is a summary of the requirements in respect of annual returns for domestic Mauritian companies and also what we as IRS Management Services Ltd are required to submit. Annual Return Every company shall, once in every year, file with the Registrar of Companies for registration an annual return. The requirements include: That the annual return be completed and filed with the Registrar of Companies within 28 days of the date of the Annual General Meeting (AGM) of the company The annual return shall be signed by a Director or secretary of the company The annual return shall contain the matters specified in the Tenth schedule of the Companies Act 2001 The Tenth Schedule covers generally the statutory information of the company such as: Contact details of the company Share capital of the company Directors of the company Secretary of he company Auditor of the company Shareholders of the company A company may not make an annual return in the calendar year of its incorporation Annual General Meeting (AGM) In respect of the annual general meeting relating to the annual return, the following needs to be provided for: The Board of directors shall call an AGM of the shareholders to be held: Not more than once in a year Not later the 6 months after the balance sheet date of the company; and Not later than 15 months after the previous AGM A company may not hold its first annual meeting in the calendar year of its incorporation but shall hold that meeting within 18 months of its incorporation The company shall hold the AGM on the date on which it is called to be held The matters to be concluded at an AGM shall amongst others include: the consideration and approval of the financial statements the receiving of any auditor’s report the consideration of the annual financial statements the appointment of any directors whose appointment on an annual basis is required by the constitution of the company the appointment of any auditor Where the financial statements are not approved at the AGM, they shall be presented at a further special meeting called by the board Resolution in lieu of AGM In respect of the resolution relating to the AGM: It shall not be necessary for a private company to hold an AGM of shareholders where everything to be done at the AGM, is done by resolution The resolution in writing signed by not less than 75% or such other percentage as the constitution of the company may require for passing a special resolution, is as valid as if it had been passed at a meeting of the shareholders As a result of the legislated requirements, please be advised of the requirements to submit an annual return. In the event we are not responsible for your accounting requirements, please ensure that we will require a copy of all annual accounts in order to conclude the annual return. Please also note that a late submission of a return in respect of incomplete information will result in a fine of Rs 2,000. If you have any questions regarding this process please contact either Laval Law (lalaw@inter-oceanmgt.com) or Navin Nagawa (nnagawa@inter-oceanmgt.com) or call on +230 210 9334.
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