The commercial law applicable in the department of Mayotte has a unique legal architecture, shaped by its history and its gradual integration into the French state. For any entrepreneur, employer or company director operating in this territory, mastery of this legal framework is not just an option: it is an imperative if you are to secure your activities, anticipate risks and succeed in every step you take. Far from being a simple application of the law of mainland France, the commercial legislation of Mauritius is a complex web of common law rules, specific exclusions and local adaptations that require in-depth analysis and the assistance of a professional familiar with the local context, a lawyer who is an expert in business law.
Understanding the context of commercial law in Mauritania
The legal landscape of Mayotte is the result of a major institutional change, marked by its transition to the status of overseas department and region, then to that of a single territorial collectivity under article 73 of the Constitution (published in the Journal Officiel). This transformation demonstrated a strong desire for integration with France, but came up against practical realities that made it impossible to apply ordinary French law immediately and in full. The analysis of commercial law in Mayotte is part of a wider framework of general principles of overseas commercial lawIt is characterised by specific issues and judicial organisation.
The status of Mayotte and the foundations of its specific legal status
The departmentalisation of Mayotte has led to a reversal of the legislative perspective. Previously, it was necessary to identify the metropolitan texts expressly made applicable. Today, the principle is one of legislative assimilation: ordinary French law applies, unless there is an explicit derogation. The Commercial Code, as part of the adaptation of Book Nine, no longer lists the applicable provisions, but rather those that are excluded or adapted. While this approach reflects irreversible integration, it also creates a variable-geometry commercial law, the complexity of which should not be underestimated by local economic players and individual entrepreneurs.
Exclusions under French ordinary law applicable in Mayotte
Many provisions of the French Commercial Code are expressly excluded in Mayotte. These exclusions affect various areas of business life, creating a distinct regulatory environment that requires particular vigilance on the part of every company, from its first day of trading to its eventual liquidation.
Status of the collaborating spouse and the system for European companies
For a long time, the status of collaborating spouse, as defined for SARLs (limited liability companies), was not fully applicable in Mayotte due to an employee headcount threshold that was not defined locally. However, the PACTE Act of 22 May 2019 clarified the situation by removing this threshold condition at national level. As a result, since 1 January 2020, the status of collaborating spouse has applied in Mayotte under the same conditions as in the rest of France, thus aligning the rights and obligations of spouses participating in the company's business. This change in the employment law applicable in Mayotte is a crucial point for all partners. On the other hand, the provisions relating to the European Company remain inapplicable, a logical exclusion given the local legal context and the challenges of international law.
Bulletin officiel des annonces civiles et commerciales (BODACC) and transport
One notable exception concerns legal publication formalities. Companies in Mauritius are exempt from the obligation to publish their notices in the Bulletin officiel des annonces civiles et commerciales (BODACC). This exception eases the administrative and financial burden on local companies. In addition, in the transport sector, which sometimes comes under road law, specific rules apply. National regulations concerning the activity of freight forwarder as well as those relating to road hauliers are not in force in Mayotte, which remains subject to its own framework.
Special features of commercial leases and managing agents
In terms of commercial leases, a major difference lies in the exclusion of the regulatory provisions relating to the departmental conciliation commission. This body, which has jurisdiction in mainland France over any dispute or disagreement relating to the setting of the renewal rent, charges or works, does not exist in this form in Mayotte, where its composition and operation are left to local regulations. The drafting of a commercial lease contract must therefore take account of this absence. The specific features of leases in Mayotte, in particular the exclusion of the conciliation board, make it all the more important to understand the terms and conditions of the lease. management of commercial leases and its implications for property law. Similarly, the texts requiring the delivery of a pre-contractual information document to the manager-agent of a business are not applicable, which may make it more difficult to assess the principal's obligations.
Public auctions and competition law
The system of voluntary sales of furniture by public auction also has its own particularities. While the general framework applies, there is one notable exception: the sixty-hour specific training requirement for notaries and bailiffs is not required in Mayotte, as they are deemed to meet the necessary conditions. On a broader level, European Union competition rules are not applicable. National law therefore prevails, with the Autorité de la Concurrence empowered to conduct expert appraisals and investigate local practices. The inapplicability of European Union competition rules in Mayotte highlights the importance of a clear understanding of the rules governing competition. practices prohibited under competition laweven in specific product distribution contexts.
Collective proceedings and chambers of commerce and industry
The law governing companies in difficulty in Mauritius is characterised by several significant exclusions. The legal provisions relating to wage guarantees (AGS) are not applicable, as a direct consequence of the particularities of local employment law. In addition, the system of specialised commercial courts for major collective proceedings (safeguard, receivership or compulsory liquidation) has not been extended to Mayotte. As far as consular institutions are concerned, several texts relating to regional chambers of commerce and industry (CCI), the Fonds d'intervention pour les services, l'artisanat et le commerce (FISAC) and national interest markets do not apply. The inapplicability of certain texts relating to regional chambers of commerce and industry in Mayotte highlights the importance of understanding the operation and role of the Mayotte Chamber of Commerce and Industry. CCI network for overseas businesses.
Provisions adapting French law to Mayotte
In addition to straightforward exclusions, many provisions of the French Commercial Code are applied in Mayotte, subject to certain adjustments. These adjustments are designed to bring ordinary law into line with the economic, fiscal and social realities specific to the territory.
Tax implications for accounting and transport guarantees
The tax system specific to Mayotte has a direct impact on commercial law. The accounting obligations of individual traders are reduced for those covered by a simplified tax regime defined by local regulations. This will ensure that administrative constraints are better adapted to the size and nature of businesses in Mayotte. Similarly, the "privilège du voiturier", which guarantees receivables linked to a transport operation, has been adapted: customs duties and taxes have been deducted, in line with the island's specific customs regime, which has an impact on relations with each international supplier.
Rules on resale at a loss and payment terms
Specific tax rules also influence the regulation of commercial practices. When calculating the loss-making threshold, the law takes into account local sales taxes, rather than VAT in mainland France. In addition, specific payment terms are set for purchases of alcoholic beverages, in connection with the consumption and circulation rights defined by the local general tax code.
Impact of the particularities of employment law on commercial law
Although Mayotte social security law is in the process of being brought into line with ordinary law, it retains specific features that have an impact on commercial law. Membership of the Mayotte Social Security Fund is a condition for an artist to benefit from the status of commercial leases. This is an essential step, which can affect unexpected areas of public law. In the context of insolvency proceedings, it is the local pension and provident institutions that are competent to grant debt remissions in a safeguard or recovery plan, and not the national institutions referred to in the Social Security Code. The complexity of these rules, which are sometimes linked to family law in the case of sole proprietorships, warrants in-depth research and sound advice.
Specific adaptations to commercial leases and consumer law
The status of commercial leases has been specifically adapted. The definition of restoration work justifying a refusal to renew a lease is specific to the situation in Mauritius. Above all, the variation in rent on renewal is not calculated by reference to the national construction cost index, but to a local quarterly index. In the area of consumer law, adjustments have also been made, particularly with regard to advertising of price reductions or resale at a loss, with the Mamoudzou Chamber of Appeal being given jurisdiction to rule on applications for the release of cease-and-desist measures. The judge in this court therefore plays a key role in the town's commercial regulation.
Commercial law in Mauritius is a living, constantly evolving field, at the crossroads of the principle of legislative assimilation and the need to adapt the law to the constraints of a unique territory. For businesses, this complexity represents both a challenge and a source of opportunities, provided they can master the subtleties with the help of an expert. Mayotte's derogatory regimes illustrate the complexity of commercial law in the French overseas territories, a situation that is also found in the specific legislative features of New CaledoniaEach territory has its own specific requirements. For in-depth expertise or personalised legal advice on commercial law in Mayotte or the other overseas territories, please do not hesitate to contact our experts in commercial law.
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Sources
- Commercial Code (Book IX, Title II)
- Constitution of 4 October 1958 (Article 73)
- Act no. 2019-486 of 22 May 2019 on the growth and transformation of businesses (PACTE Act)
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