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 returns
- 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 ceased to carry on business
On receipt of the application, the CBRD will give notice of request in the Gazette.
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.
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 to 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.