Corporate Law at Mayotte (France)
Certainly! Here’s an overview of Corporate Law in Mayotte, which is an overseas department and region of France, so its corporate law framework aligns closely with French corporate law.
Corporate Law in Mayotte (France): Overview
1. Legal Framework
Mayotte follows French law, including French corporate law governed mainly by the French Commercial Code (Code de commerce) and the French Civil Code. There are no separate corporate laws specifically for Mayotte; French corporate law applies directly.
2. Types of Business Entities
The same corporate forms that exist in mainland France are available in Mayotte, including:
SARL (Société à Responsabilité Limitée) – Limited Liability Company
Very common for small and medium businesses, with limited liability for partners.
SA (Société Anonyme) – Public Limited Company
For larger businesses, especially those seeking to raise capital publicly.
SAS (Société par Actions Simplifiée) – Simplified Joint Stock Company
Popular for its flexibility in management and structure.
SNC (Société en Nom Collectif) – General Partnership
Other forms: Sole proprietorships, branches of foreign companies, cooperative companies, etc.
3. Formation of Companies
Companies must be registered with the Registre du Commerce et des Sociétés (RCS), the French Trade and Companies Register.
Minimum capital requirements vary by company type:
SARL: Minimum capital of €1 (practically no minimum).
SA: Minimum capital €37,000.
SAS: Minimum capital €1 (flexible).
Founders can be individuals or legal entities, French or foreign.
4. Management and Governance
SARL: Managed by one or more managers (gérants).
SA: Managed by a Board of Directors and a CEO, or a Supervisory Board and Management Board.
SAS: Managed by a President, with great freedom to define governance rules in the bylaws.
5. Shareholders’ Rights and Liability
Shareholders’ liability is limited to their capital contribution.
Shareholders have rights to dividends, voting, and access to company information.
6. Reporting and Compliance
Companies must prepare and file annual financial statements with the RCS.
Certain companies are subject to statutory audits.
Accounting standards follow French GAAP or IFRS for certain entities.
7. Corporate Governance
Annual general meetings (AGMs) are mandatory.
Shareholders make decisions on significant matters (e.g., changes to statutes, capital increase, mergers).
8. Mergers, Acquisitions, and Restructuring
Regulated under French Commercial Code.
Formal procedures and filings are required for mergers, acquisitions, and restructuring.
9. Insolvency and Liquidation
Governed by French insolvency law.
Procedures include judicial liquidation, receivership, and reorganization.
Additional Notes:
Since Mayotte is part of the EU via France, EU regulations also apply where relevant.
Local commercial courts in Mayotte handle corporate disputes.
Taxation follows French tax law, with some local adaptations.
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