Companies Act 2021 (Amended) PDF
Companies Act 2021 (Amended) PDF
Companies Act 2021 (Amended) PDF
I assent
CASSAM UTEEM
6 June 2001 President of the Republic
ARRANGEMENT OF SECTIONS
Section
PART I - PRELIMINARY
1. Short title
2. Interpretation
3. Meaning of “holding company” and “subsidiary”
4. Meaning of “subsidiary” - matters to be disregarded
5. Meaning of “control”
6. Meaning of “solvency test”
7. Stated capital
8. Public notice
9. Act binds the State
1
PART III - INCORPORATION
63. Dividends
64. Shares in lieu of dividends
65. Shareholder discounts
66. Recovery of distributions
67. Reduction of shareholder liability treated as distribution
Sub-Part G - Cross-holdings
120. Shareholders entitled to receive distributions, attend meetings and exercise rights
143. Duty of directors to act in good faith and in best interests of company
144. Exercise of powers in relation to employees
145. Use of information and advice
146. Approval of company
Sub-Part E - Transactions involving self-interest
Sub-Part G - Secretaries
163. Secretary
164. Registrar may approve firm or corporation for appointment as secretary
165. Qualifications of secretary
166. Duties of secretary
167. Notice to be given of removal or resignation of secretary
Sub-Part A - Injunctions
169. Injunctions
PART XV - INVESTIGATIONS
229. Qualifications of inspector
230. Declared companies
231. Investigation of declared companies
232. Investigation of other companies
233. Inspector’s reports
234. Investigation at company’s request
235. Investigation of related corporation
236. Investigation of financial or other control of corporation
237. Procedure and powers of inspector
238. Costs of investigations
239. Report of inspector admissible as evidence
240. Suspension of proceedings in relation to declared company
241. Power to require information as to person interested in shares or debentures
242. Power to impose restrictions on shares or debentures
243. Inspectors appointed in other countries
244. Amalgamations
245. Amalgamation proposal
246. Approval of amalgamation proposal
247. Short form amalgamation
248. Registration of amalgamation proposal
249. Certificate of amalgamation
250. Effect of certificate of amalgamation
251. Registers
252. Powers of Court in other cases
343. Provisions of Act not applicable to company holding Category 1 Global Business
Licence or Category 2 Global Business Licence
344. Provisions of Company Act 1984 not applicable to company holding Category 1
Global Business Licence or Category 2 Global Business Licence
345. Effect of Act on company applying for or holding Category 1 Global Business
Licence or Category 2 Global Business Licence
PART I - PRELIMINARY
1. Short title
2. Interpretation
“agency deed” -
“annual return” means the annual return required to be filed under section
223 and includes any document attached to or intended to be read with the
return;
“articles” -
Authorised Company” has the same meaning as in the Financial Services Act;
Amended Act no.11 of 2018, Government Gazette No. 71 of 9 August 2018
“balance sheet date” has the meaning set out in section 216;
“banking company” means a bank licensed under the Banking Act 2004;
(a) includes a fee, percentage or other payment, and the money value
of any consideration, allowance or perquisite, given directly or
indirectly, to him in relation to the management of the affairs of the
company or of a related company, whether as a director or
otherwise; and
“Board” and “directors” have the meanings set out in section 128;
“book” includes any account, deed, writing or document, and any other
record of information however compiled, recorded or stored;
“certified” means -
“charge” -
(a) means -
(i) a mortgage;
(vi) a lien over plant and equipment under Articles 2112 to 2129
of the Code Civil Mauricien(Du gage sans déplacement sur
l'outillage et materiel d'equipement professionnel, industriel
ou agricole);
(a) the filing of particulars, financial statements and other documents; and THE
FINANCE (MISCELLANEOUS PROVISIONS) ACT 2020, Act No. 7 of 2020, G.Gazette No.98 of 7 August 2020
(b) the payment of fees; “microenterprise” has the same meaning as in the
Small and Medium Enterprises Development Authority Act; “small
enterprise” has the same meaning as in the Small and Medium
Enterprises Development Authority Act;
(c) registration as a registered person under the Value Added Tax Act; THE
FINANCE (MISCELLANEOUS PROVISIONS) ACT 2020, Act No. 7 of 2020, G.Gazette No.98 of 7 August 2020
“Companies Special Deposit Account” means the account referred to in section 315(3A);
“Conservator of Mortgages” means the Conservator of Mortgages
appointed under the Registrar-General Act;
“contributory” -
“corporation” -
(a) means a body corporate, including a foreign company or any other
body corporate incorporated outside Mauritius or a partnership
formed or incorporated or existing in Mauritius or elsewhere; but
“debenture” -
(b) includes -
“debenture stock” -
(a) the direct or indirect transfer of money or property, other than the
company's own shares, to or for the benefit of the shareholder; or
“document” -
(b) includes -
(b) a person upon whom the constitution confers any of the rights and
powers of a shareholder;
“filing” means lodging a document with the Registrar and having the
document accepted for registration by the Registrar;
“FIU” has the same meaning as in the Financial Intelligence and Anti-
Money Laundering Act;
Amended Act no. 15 of 2021, Government Gazette No. 121 of 5 August
2021
“floating charge” has the same meaning as in the Code Civil Mauricien;
“Global Business Licence” has the same meaning as in the Financial Services Act;
Amended Act no.11 of 2018, Government Gazette No. 71 of 9 August 2018
“group financial statements” has the meaning set out in section 217;
“law firm” has the same meaning as in the Law Practitioners Act;
“law practitioner” has the same meaning as in the Law Practitioners
Act 1984;
“legal consultant” has the same meaning as in the Law Practitioners Act;
“limited company” means a company limited by shares or by guarantee or
a company limited both by shares and by guarantee;
“manager” means -
(a) in relation to a receivership, a person appointed under Part IX of
the Companies Act 1984 to carry on a company's activities and
dispose of its undertaking;
“member” means -
“minority interest” is that part of the net results of operations and of net
assets of a subsidiary attributable to interests which are not owned directly
or indirectly through subsidiaries by the parent;
“nominee” means a person who, in exercising a right in relation to a share, debenture or other
property, is entitled to exercise that right only in accordance with instructions given by
some other person either directly or “a person is the nominee of another” “indirectly” and “legal
or natural”, THE ANTI-MONEY LAUNDERING AND COMBATTINGTHE FINANCING OF
TERRORISM (MISCELLANEOUS PROVISIONS) ACT 2020 Act No. 5 of 2020, G. Gazette No. 85
of 9 July 2020
through the agency of one or more persons, and a person is the nominee of
another person where he is entitled to exercise such a right only in
accordance with instructions given by that other person;
(a) means a private company in which the only shareholder is also the
sole director of the company; and
“property” -
“registered” means registered under this Act, the Companies Act 1984, the
International Companies Act 1994 or the Companies Act 1913;
“Registrar General” -
“reporting issuer” has the same meaning as in the Securities Act 2005.
“secured creditor”, in relation to a company, means a person entitled to a
charge on or over property owned by that company;
“service address” -
“signed” -
(a) means subscribed by a person under his hand with his signature;
and
“suspicious transaction” has the same meaning as in theFinancial Intelligence and Anti-Money
Laundering Act;
“suspicious transaction report” means a report made under section 14 of the Financial
Intelligence and Anti-Money Laundering Act;
Amended Act no. 15 of 2021, Government Gazette No. 121 of 5 August 2021
“trade union” has the same meaning as in the Industrial Relations Act;
“wholly owned subsidiary” has the meaning set out in section 3(5);
“writing” includes -
(c) more than half of the issued shares, other than shares that carry no
right to participate beyond a specified amount in a distribution of
either profits or capital, is held by members of the other company
(whether directly or indirectly, but other than in a fiduciary
capacity);
(d) the businesses of the companies have been so carried on that the
separate business of each company, or a substantial part of it, is not
readily identifiable; or
(3) For the purposes of subsection (2), a company within the meaning of
section 2 of the Companies Act 1984 is related to another company if, were it a company
within the meaning of subsection (1), it would be related to that other company.
(a) in relation to an individual, the full address of the place where that
person usually lives; or
(b) in relation to a body corporate, its registered office or, if it does not
have a registered office, its principal place of business.
(6) (a) In the application of subsection (5) to any period which is an accounting
period for a company but not in fact a year, the maximum figure for
turnover in subsection 5(a) above shall be proportionately adjusted.
(7) A private company which is incorporated after the commencement of this Act
shall qualify as a small private company in respect of its first accounting period .
(2) For the purposes of this Act, a company shall be a subsidiary of another
company where -
(3) For the purposes of this Act, a company shall be another company's
holding company only where that other company is its subsidiary.
(a) shares held or a power exercisable by that other company only as a trustee
are not to be treated as held or exercisable by it;
(b) subject to paragraphs (c) and (d), shares held or a power exercisable -
(i) by a person as a nominee for that other company, except where that
other company is concerned only as a trustee; or
(d) shares held or a power exercisable by, or by a nominee for, that other
company or its subsidiary, not being held or exercisable in the manner
described in paragraph (c), shall not be treated as held or exercisable by
that other company where -
(i) the ordinary business of that other company or its subsidiary, as the
case may be, includes the lending of money; and
(ii) the shares are held or the power is exercisable by way of security
only for the purposes of a transaction entered into in the ordinary
course of that business.
5. Meaning of “control”
(2) For the purposes of section 3, without limiting the circumstances in which
the composition of a Board shall be taken to be controlled by another company, the
composition of the Board shall be taken to be so controlled -
(b) where the parent owns one half or less of the voting power of a
company when there is -
(i) power over more than one half of the voting rights by virtue
of an agreement with other investors;
(3) For the purposes of subsection (1), the other company shall be taken as
having power to make such an appointment where -
(1) For the purposes of this Act but subject to subsection (5), a company shall
satisfy the solvency test where -
(a) the company is able to pay its debts as they become due in the
normal course of business; and
(b) the value of the company's assets is greater than the sum of -
(2) For the purposes of this Act, other than sections 246 and 247, in
determining whether the value of a company's assets is greater than the value of its
liabilities, the Board may take into account -
(3) For the purposes of sections 246 and 247, in determining whether the value
of the amalgamated company's assets is greater than the sum of the value of its lia bilities
and its stated capital, the directors of each amalgamating company -
(2) Subject to section 62, stated capital, in relation to a class or classes of par
value shares issued by a company, means the total of all amounts received by the
company or due and payable to the company in respect of -
(b) the share premiums paid to the company in relation to those shares
and required to be transferred to the share premium account under
section 48.
(3) Where a share is issued for consideration other than cash, the Board shall in
accordance with section 57 determine the cash value of that consideration for the
purposes of subsection (1) or (2), as the case may be.
(4) Where a share has attached to it an obligation other than an obligation to
pay calls, and that obligation is performed by the shareholder -
(a) the Board shall determine the cash value, if any, of that
performance; and
8. Public notice
Where, pursuant to this Act, public notice is required to be given of any matter
affecting a company, that notice shall be given by publishing a notice of the matter -
(2) The Registrar may delegate any of his duties under this Act to any public
officer appointed to assist him in the execution of his functions.
(3) The Registrar and all staff appointed to assist him in carrying out the
Registrar’s functions shall take the oath specified in the First Schedule.
11. Registers
(1) The Registrar shall keep such registers as he considers necessary in such
form and in such manner as he thinks fit.
(2) The registers referred to in subsection (1) may be kept in such manner as
the Registrar thinks fit including, either wholly or partly, by means of a device or facility -
(1) On receipt of a document for registration under this Act, the Registrar
shall -
(a) subject to subsection (2), register the document; and
(b) issue to the person, from whom the document was received, a
written acknowledgement of receipt of the document.
(2) The Registrar may refuse to register a document submitted to him for
registration under this Act where the document -
(b) is not in accordance with this Act or any regulations made under
this Act;
(3) Where the Registrar refuses to register a document under subsection (2), the Registrar
shall, within 7 5 working (Amended Act 18 of 2016) days of the day on which the document
was submitted for registration, in that behalf, in writing or by using such means of
communication as may be determined by him, notify the person who submitted the document
and may require -
on payment of the prescribed fee and within such time limit as may be decided by the
Registrar.
(4) A document submitted under subsection (3) within the time limit imposed
thereunder shall, in all circumstances, be deemed to have been filed on the day the
document was first submitted under subsection (1).
(4A) Where a document is not collected for the purposes of
subsection (3)(a) or is not resubmitted within the time limit specified in
a notice under subsection (3)(b), the document shall -
The Registrar may, for the purposes of this section, issue such directions as
(6) For the purposes of this Act, a document shall be registered when -
(8) The Registrar may, from time to time, issue Practice Directions or guidelines
setting out-
Amended Act no. 15 of 2021, Government Gazette No. 121 of 5 August 2021
(a) the form of notices required to be given to the Registrar under this
Act; or
Amended Act no. 15 of 2021, Government Gazette No. 121 of 5 August 2021
(c) the time limit for filing any document under this Act; or
(d) the manner in which any meeting under this Act may be held.
Amended Act no. 15 of 2021, Government Gazette No. 121 of 5 August 2021
(9) Any Practice Directions issued under subsection (8) shall be published in
the Gazette and shall remain in force unless amended or revoked by
publication in the
Gazette.
12A. Rectification on Registrar’s initiative or on request
(1) The Registrar may, on his own initiative or on request, rectify in his registers any
typographical or grammatical mistake.
(2) The Registrar shall proceed with a rectification under subsection (1) without any
further filing.
(c) the submission of the annual return and the filing of any notice,
financial statements”; or document; or
(d)
the performance of any act or thing which is required to be done in
relation to paragraphs (a) to (c), to be made, submitted or done
“through CBRIS or such other electronic system and in such manner”; as may be approved by
the Registrar.
(2) With effect from such date as may be notified in the Gazette, the Registrar
may direct that any matter, act or thing referred to in subsection (1) shall be made,
submitted or done electronically or otherwise.
(3) The Minister may make regulations for the purposes of this section -
(c) otherwise giving full effect to and ensuring the efficient operation
of any device or facility of the kind referred to in subsection (1).
(1) Subject to the other provisions of this section, a person may, on payment of
the prescribed fees and during such time as the Registrar may decide, inspect -
(b) the particulars of any registered document other than the usual
residential address in case there is a service address, that have been
entered on any device or facility referred to in section 11(2) of this
Act;
(c) any registered document the particulars of which have been entered
in any such device or facility.
(2) A person may, subject to the other provisions of this section, apply to the
Registrar for -
(a) a certificate of incorporation of a company;
(4) Unless otherwise ordered by the Court, the Registrar shall not be required
by any process of the Court to produce -
(b) evidence of th
and the Court shall not issue such an order where it is not satisfied that the evidence is
necessary for the purposes of the proceedings.
(i) (7) This section shall not apply to a private company holding a “Global Business
Licence or an Authorised Company” unless the person is a shareholder, officer, management
company or registered agent, of that company.
Amended Act no.11 of 2018, Government Gazette No. 71 of 9 August 2018
(9) The payment of the prescribed fees under subsections (1), (3) and (8) shall
not apply to a Ministry or Government Department.
(10)Subject to this Act, the Registrar may, on written request, provide such
data and information from records stored in the CBRIS or any other electronic
system, on payment of the prescribed fee. (Amended Act 18 of 2016)
(11) Unless –
shall commit an offence and shall, on conviction, be liable to a fine not exceeding
200,000 rupees.
(3) For the avoidance of any doubt, this section shall also apply to a foreign
company.
(2) The Court may confirm, reverse or vary the Registrar's decision or may
give such directions as the Court thinks fit.
(1) Where a person fails to comply with any requirement of this Act or the
Companies Act 1984 relating to the filing of a document or the giving
of a notice, the Registrar may require the person to make good the
default within 14 days of the service
on the person of a notice requiring him to do so.
(3) Any order under subsection (2) may provide that all costs
of and incidental to the application and the order thereon shall be borne
by the company or by any officers
of the company responsible for the default.
Where a person is required by this Act to do any act within a specified time, the
Court may, on good cause being shown, extend the time within which the act is required
to be done.
(2) Where the Registrar gives his approval under subsection (1), the Registrar
may direct that a notice to that effect be given to such person and in such manner as the
Registrar may decide.
(iii) that the copy of the document produced to him is a correct copy,
certify on that copy that the Registrar is so satisfied and direct that the copy be filed in the
same manner as the original document.
(4) The copy shall, on being filed, from such date as is mentioned in the
certificate as the date of the filing of the original, have the same force and effect as the
original.
(1) Where the constitution or any other document relating to a company which
has been filed with the Registrar has been lost or destroyed, the Registrar may require the
company to submit certified copies of the document within such time as the Registrar may
decide.
(2) The copy shall, on being registered by the Registrar, have the same force
and effect as the original.
THE COVID-19 (MISCELLANEOUS PROVISIONS) ACT 2020, Act No. 1 of 2020, G. Gazette No. 57 of 16 May 2020
REPEALED BY THE FINANCE (MISCELLANEOUS PROVISIONS) ACT 2020, Act No. 7 of 2020, G.Gazette
No.98 of 7 August 2020 (SHALL COME INTO OPERATION ON 01 JANUARY 2021)
PART III - INCORPORATION
(a) a name;
commercial company.
Any person may, subject to the other provisions of this Act, apply for
incorporation of a company under this Act.
23. Application for incorporation
(1) An application for incorporation of a company under this Act shall be sent
or delivered to the Registrar, and shall be -
(c) accompanied by -
(b) the present full name, any former name, the usual residential
address and the service address; of every director and of any
secretary of the proposed company;
(d) the full name, the usual residential address and the
service address
of every shareholder of the proposed company, and
the number of
shares to be issued to every shareholder and the
amount to be paid
or other consideration to be provided by that
shareholder for the issue of those same shares;
(da) the full name and the usual residential address of the
beneficial owner or ultimate beneficial owner, if any; THE ANTI-MONEY LAUNDERING
AND COMBATTINGTHE FINANCING OF TERRORISM (MISCELLANEOUS PROVISIONS)
ACT 2020 Act No. 5 of 2020, G. Gazette No. 85 of 9 July 2020
24. Incorporation
Where the Registrar is satisfied that the application for incorporation of a company
complies with this Act, the Registrar shall upon payment of the prescribed fee -
(b) assign a unique number to the company as its company number; and
(a) all the requirements of this Act as to incorporation have been complied
with; and
(b) on and from the date of incorporation stated in the certificate, the company
is incorporated under this Act.
(1) Subject to this Act and to any other enactment, a company shall have, both
within and outside Mauritius -
(a) Full capacity to carry on or undertake any business or activity, do
any act, or enter into any transaction; and
(b) for the purposes of paragraph (a), full rights, powers, and
privileges.
(2) Without in any way derogating from the generality of subsection (1),
and notwithstanding the provisions of any other enactment, a company,
although not formed under authentic deed, shall be capable of giving and
entering into and being bound by and claiming all rights under a deed or
mortgage or other instrument.
(1) Where the constitution of a company sets out the objects of the company,
there is deemed to be a restriction in the constitution on
carrying on any business or activity that is not within
those objects, unless the constitution expressly
provides otherwise.
(a) the capacity and powers of the company shall not be affected by
that restriction; and
(a) this Act, in so far as it provides for matters of company meetings and
internal procedure, or the constitution of the company, has not been
complied with;
(iii) does not have authority to exercise a power which a director of or secretary of
a company carrying on business of the kind carried on by the company
customarily has authority to exercise;
(2) Subsection (1) shall apply even though a person of the kind referred to in
paragraphs (b) to (e) of that subsection acts fraudulently or forges a document that appears to
have been signed on behalf of the company, unless the person dealing with the
company or with a person who has acquired property, rights, or interests from the
company has actual knowledge of the fraud or forgery.
30. No constructive notice
A person is not affected by, or deemed to have notice or knowledge of the contents
of, the constitution of, or any other document relating to, a company merely because -
The Registrar shall not register a company under a name or register a change of
the name of a company, unless the name is available.
32. Name of company where liability of share holders limited
(2) The Registrar may issue a direction under subsection (1) in relation to a company which has
already been registered if the Registrar (Amended Act No. 4 of 2017 – Govt Gazette no. 50 of 20.05.17)
is satisfied that the company complies with the conditions prescribed under subsection (1).
(3) A direction under this section may be granted on such conditions (including the maximum
area of land the company may hold) as the Registrar thinks fit, and those conditions shall be binding on
the entity, and shall, if the Registrar (Amended Act No. 4 of 2017 – Govt Gazette no. 50 of 20.05.17) so directs, be inserted
in the memorandum and articles, or in one of those documents or in the constitution of the entity.
(4) The entity shall, on incorporation, enjoy all the privileges of limited companies, and be
subject to all their obligations, except those of using the word “Limited” or “Limitée” or
the abbreviation "Ltd" or "Ltée" as any part of its name, and of publishing its name, and of
sending lists of members and directors and managers to the Registrar.
(5) A direction under this section may at any time be revoked by the Registrar (Amended Act No. 4 of 2017 – Govt Gazette
no. 50 of 20.05.17) , and upon revocation the Registrar shall enter the word “Limited” at the end of the name of the
company in the register, and the company shall cease to enjoy the exemptions and
privileges granted by this section.
(6) No direction under this section may be revoked unless the Minister has given to the company
notice in writing of his intention and has afforded the company an opportunity of being heard in opposition to the
revocation.
(7) Where, as a result of a direction given under subsection (1) the memorandum, article
or constitution includes a provision that the memorandum, article or constitution shall not be altered except with
the consent of the Minister, the company shall not by special resolution alter any provision of the
memorandum, or article or constitution.
(8) Where an authorisation under this section is revoked, the memorandum,article or constitution
may be altered by special resolution so as to remove any provision in or to the effect that the memorandum,
article or constitution may be altered only with the consent of the Registrar .
(c) that is identical to a name that the Registrar has already reserved
under this Act or the Companies Act 1984 and that is still available
for incorporation; or
(a) whether or not the Registrar has reserved the name; and
(b) if the name has been reserved, that unless the reservation is sooner
revoked by the Registrar, the name is available for incorporation of a
company with that name or registration of a change of name,
whichever be the case, for 2 months after the date stated in the
notice.
(4) The reservation of a name under subsection (3) shall not by itself entitle
the proposed company, company or foreign company to be registered under that name,
either originally or on a change of name.
(3) Except with the consent of the Court no company including a foreign
company shall be registered by a name, which in the opinion of the Registrar is
undesirable or misleading.
(2) Where the Registrar is satisfied that a company has complied with
subsection (1), the Registrar shall -
(a) take effect from the date of the certificate issued under subsection
(2); and
(1) Where the Registrar is satisfied that a company should not have been
registered under a name, the Registrar may serve written notice on the company to change
its name by a date specified in the notice, being a date not less than 28 days after the date
on which the notice is served.
(2) Where the company does not change its name within the period specified in
the notice, the Registrar may register the company under a new name chosen by the
Registrar, being a name under which the company may be registered under this Part.
(3) Where the Registrar registers a new name under subsection (2), he shall
record the new name on the certificate of incorporation of the company and section 36(3)
shall apply in relation to the registration of the new name as if the name of the company
had been changed under that section.
(a) the person who issued or signed the document proves that the
person in whose favour the obligation was incurred was aware at
the time the document was issued or signed that the obligation was
incurred by the company; or
(b) the court before which the document is produced is satisfied that it
would not be just and equitable for the person who issued or signed
the document to be so liable.
(3) For the purposes of subsections (1) and (2) and section 181, a company
may use a generally recognised abbreviation of a word or words in its name if it is not
misleading to do so.
(4) Where, within the period of 12 months immediately preceding the giving
by a company of any public notice, the name of the company was changed, the company
shall ensure that the notice states -
(a) that the name of the company was changed in that period; and
Any company may, but does not need to, have a constitution.
(1) Where a company has a constitution, the rights, powers, duties, and
obligations of the company, the Board, each director, and each shareholder of the
company shall be those set out in this Act except to the extent that they are restricted,
limited or modified by the constitution of the company in accordance with this Act.
Where a company does not have a constitution, the rights, powers, duties, and
obligations of the company, the Board, each director, and each shareholder of the
company shall be those set out in this Act.
(1) For the purposes of this Act, the constitution of a company shall -
(b) in the case of a private company incorporated under Part III, be,
subject to section 40, the constitution set out in the Second
Schedule;
(2) Subject to this Act, the constitution of a company shall have the effect of a
contract -
(3) All money payable by any member to the company under the constitution
shall be a debt due from him to the company.
(1) The shareholders or members of a company may, where the company does
not have a constitution, by special resolution, adopt a constitution for the company.
(2) Subject to subsection (3) and sections 67, 80 and 114, the shareholders of a
company may, by special resolution, alter or revoke the constitution of the company.
(3) An existing company which has, under section 42(1)(c) retained its
memorandum of association and articles of association as its constitution, shall not alter
any of the provisions in its existing memorandum of association or articles of association
unless it replaces its memorandum of association and its articles of association by a single
document into which it consolidates its constitution.
(4) The company may apply to the Registrar for dispensation from the
requirement of subsection (3) and where the Registrar is satisfied that undue hardship
would be caused to the company by requiring compliance with subsection (3) and that it is
necessary that the alteration be made promptly, the Registrar may grant the dispensation
on such terms and conditions as the Registrar thinks fit.
(2) The Registrar may, where he considers that by reason of the number of
amendments to a company's constitution it would be desirable for the constitution to be
contained in a single document, by notice in writing, require a company to deliver to the
Registrar a single document that incorporates the provisions of a document referred to in
section 42(1)(f), together with any amendments.
(3) Where a notice has been served under subsection (2), the Board shall,
within 28 days of receipt by the company of the notice, cause to be delivered to the
Registrar -
(4) On receipt of the document referred to in subsection (3), the Registrar shall
register the document.
(a) the right to one vote on a poll at a meeting of the company on any
resolution;
(c) the right to an equal share in the distribution of the surplus assets of
the company.
(3) Subject to section 59, the rights specified in subsection (2) may be
restricted, limited, altered, or added to by the constitution of the company or in
accordance with the terms on which the share is issued under section 51 or 52, as the case
may be.
(4) Subject to the constitution of the company, different classes of shares may
be issued in a company.
(1) Any shares created or issued after the commencement of this Act shall be
shares of no par value.
(2) Subject to subsection (3), the par value shares of an existing company on
the register of companies under the Companies Act 1984 or the International Companies
Act 1994 at the date of the commencement of this Act shall continue to be shares having a
par value with the par value attached to those shares being the par value carried by those
shares immediately before the commencement of this Act.
(3) Any existing company under sub-section (2) may at any time, convert any
class of shares of the company into shares of no par value provided that -
(a) all the shares of any one class of shares of the company consist of
either par value shares or no par value shares; and
(i) are of the one class, the conversion of the shares is approved
by special resolution or by consent in writing of 75 per cent
of the shareholders; or
(ii) comprise more than one class, the conversion of the shares
is approved by the holders of each class to be converted by
special resolution or by consent in writing of 75 per cent of
the holders of that class; and
(c) notice of the terms of the conversion is given to the Registrar for
registration within 14 days of the approval of the conversion under
paragraph (b).
(5) Upon registration of the notice under subsection (3)(c), the shares in
question shall, subject to subsection (6), be deemed to have been converted into shares of
no par value.
(6) The shares converted under subsection (3) shall not affect the rights and
liabilities attached to such shares and in particular, without prejudice to the generality of
this section, such conversion shall not affect -
(b) there are good grounds for the shares to be issued at par value,
the Registrar may, subject to subsection (8), grant a dispensation from subsection (1) and
permit the issue of a class or classes of par value shares.
(8) A dispensation under subsection (7) shall be granted on such terms and
conditions as the Registrar may consider fit provided that all the shares of any class sha ll
be at par value and any premiums received on any issue of shares shall be transferred into
the share premium account in accordance with section 48(5).
(1) A company shall maintain a stated capital account for each class of shares
it issues in which it shall enter the stated capital in relation to that class of shares.
(2) A company shall not reduce its stated capital except as provided under
section 62.
(3) The provisions of this Act relating to stated capital shall not apply to a
company which is an investment company including an authorised mutual fund.
(5) Where shares having a par value are issued at a premium, whether for cash
or otherwise, a sum equal to the aggregate amount or value of the premiums on those
shares shall be transferred to an account to be called “the share premium account” and the
provisions of this Act relating to the stated capital of the company and relating to the
reduction of share capital of the company shall apply.
(6) Where shares having a par value are issued for a consideration other than
cash and the value of that consideration is more than the par value of such shares, th e
difference between the par value of the shares and the value of the shares so acquired shall
be transferred to the share premium account.
(7) In the case of shares having a par value, the share premium account may,
notwithstanding anything contained in subsection (5) be applied by the company to
paying up shares of the company to be issued to shareholders of the company as fully paid
shares.
(8) The stated capital account, including in the case of shares having a par
value, the share premium account, notwithstanding anything contained in subsection (5)
may, provided the directors are satisfied that the company will immediately after the
application satisfy the solvency test, be applied by the company in writing off -
(b) the expenses of, or the commission paid on, the creation or issue of
any such shares.
(3) Subject to section 87, the heir of a deceased member or the Curator may
transfer a share even though the heir or Curator is not a shareholder at the time of transfer.
(1) Subject to subsection (2), any share having a par value issued under section
47(7) shall be denominated in Mauritius currency.
(2) Any share of par value issued under section 47(7) may, with the approval of
the Registrar, be designated in any foreign currency but shall otherwise be designated
in Mauritius currency.
(3) Where a company has denominated its share capital in accordance with
subsection (2), it shall, within 14 days of the date of such denomination, file with the
Registrar a notice to that effect.
(1) Upon incorporation of the company under section 24 any person named in
the application for incorporation as a shareholder shall be deemed to have been issued
with the number of shares specified in the application.
(2) Following the issue of a certificate of amalgamation under section 249, the
amalgamated company shall forthwith issue to any person entitled to a share or shares
under the amalgamation proposal, the share or shares to which that person is entitled.
52. Issue of other shares
(1) Subject to this Act and the Securities Act 2005, and in particular to
subsection (2), and to the constitution of the company, the Board may issue shares at any
time, to any person, and in any number it thinks fit.
(2) Where the shares confer rights other than those set out in section 46(2), or
impose any obligation on the holder, the Board shall, subject to -
approve the terms of issue which set out the rights and obligations attached to the shares.
(3) The terms of issue approved by the Board under subsection (2) -
(a) shall be consistent with the constitution of the company, and to the
extent that they are not so consistent, shall be invalid and of no
effect;
(4) Subject to subsection (5), within 14 days of the issue of shares under this
section, the company shall -
(ii) the amount of the consideration for which the shares have
been issued, or its value as determined by the Board under
section 56;
(iv) the name and description of the persons to whom the shares
are issued together with the number and class of shares
issued to each person;
(b) deliver to the Registrar a certified copy of
(b) Paragraph (a) shall apply to a transfer of shares in the same way as
it applies to an issue of shares.
(a) divide or subdivide its shares into shares of a smaller amount if the
proportion between the amount paid, and the amount, if any, unpaid
on each reduced share remains the same as it was in the case of the
share from which the reduced share is derived;
(b) consolidate into shares of a larger amount than its existing shares.
(2) Where shares are consolidated, the amount paid and any unpaid liability
thereon, any fixed sum by way of dividend or repayment to which such shares are
entitled, shall also be consolidated.
(3) Where a company has altered its share capital in a manner specified in
subsection (1), it shall within 14 days of the date of the alteration file a notice to that
effect with the Registrar.
(4) A notice under subsection (3) shall include particulars with respect to the
classes of shares affected.
(1) Subject to its constitution, where a company issues shares which rank
equally with, or in priority to existing shares as to voting or distribution rights, those
shares shall be offered to the holders of existing shares in a manner which would, if the
offer were accepted, maintain the relative voting and distribution rights of those
shareholders.
(2) An offer under subsection (1) shall remain open for acceptance for a
reasonable time, which shall not be less than 14 days.
56. Consideration for issue of shares
(1) Before it issues any shares the Board shall determine the amount of the
consideration for which the shares shall be issued and shall ensure that such consideration
is fair and reasonable to the company and to all existing shareholders.
(2) The consideration for which a share is issued may take any form including
payment in cash, promissory notes, contracts for future services, real or personal property,
or other securities of the company.
(3) The amount of consideration for which a share with par value is issued in
accordance with any dispensation given by the Registrar under section 47, shall not be
less than the par value.
(1) Shares shall be deemed not to have been paid for in cash except to the
extent that the company has actually received cash in payment of the shares at the time of
or subsequently to the agreement to issue the shares.
(2) Before shares that have already been issued are credited as fully or partly
paid up other than for cash, the Board shall determine the reasonable present cash value of
the consideration and shall ensure that the present cash value of the consideration is -
(a) fair and reasonable to the company and to all existing shareholders;
and
(b) not less than the amount to be credited in respect of the shares.
(3) A certificate shall be signed by one of the directors or his agent authorised
in writing describing the consideration in sufficient detail to identify it and state -
(a) the present cash value of the consideration and the basis for
assessing it;
(b) that the present cash value of the consideration is fair and
reasonable to the company and to all existing shareholders; and
(c) that the present cash value of the consideration is not less than the
amount to be credited in respect of the shares.
(4) The Board shall deliver a copy of a certificate issued under subsection (3)
to the Registrar for registration within 14 days of its signature.
(5) Nothing in this section shall apply to the issue of shares in a company on -
(6) Where the Registrar is dissatisfied with the value mentioned in the
certificate delivered to the Registrar under subsection (4), the Registrar may refer the
matter to the Registrar-General who may assess the value in accordance with section 17 of
the Registration Duty Act and section 28 of the Land (Duties and Taxes) Act 1984 and the
provisions of those sections including the right of appeal under those sections shall
mutatis mutandis apply to a valuation for the purposes of this section.
(7) An officer who fails to comply with subsection (3) shall commit an offence
and shall, on conviction, be liable to a fine not exceeding 200,000 rupees.
(8) Where the Board fails to comply with subsection (4), every officer of the
company shall commit an offence and shall, on conviction, be liable to a fine not
exceeding 100,000 rupees.
(a) the amount of the call or its value as determined by the Board under
section 57 (2); and
(b) the amount of the stated capital of the company following the
making of the call.
shall be void where that person, or his agent who is authorised in writing, does not
consent in writing to becoming the holder of the share before it is issued.
Notwithstanding section 51(1), a share is issued when the name of the holder is
entered on the share register.
(1) A company shall not make any distribution to any shareholder unless that
distribution -
(a) has been authorised by the Board under subsection (2); and
(2) The Board may authorise a distribution at such time and of such amount as
it thinks fit, if it is that the company shall, upon the distribution being made, satisfy the
solvency test.
(3) The directors who vote in favour of a distribution shall sign a certificate
stating that, in their opinion, the company shall, upon the distribution being made, satisfy
the solvency test.
(4) Where, after a distribution is authorised and before it is made, the Board
ceases to be satisfied that the company shall, upon the distribution being made, satisfy the
solvency test, any distribution made by the company shall be deemed not to have been
authorised.
(1) Subject to subsection (3), a company may by special resolution reduce its
stated capital to such amount as it thinks fit.
(3) A company may agree in writing with a creditor of the company that it
shall not reduce its stated capital -
(a) below a specified amount without the prior consent of the creditor;
or
(b) unless specified conditions are satisfied at the time of the reduction.
(4) A resolution to reduce the stated capital passed in breach of any agreement
referred to in subsection (3) shall be invalid and of no effect.
(b) to reduce its stated capital for any purpose (other than the purpose
of declaring that its stated capital is reduced by an amount that is
not represented by the value of its assets), unless there are
reasonable grounds on which the directors may determine that,
immediately after the taking of such action, the company will be
able to satisfy the solvency test.
(6) Where -
and the Board is satisfied that as a consequence of the redemption or purchase, the
company would, but for this subsection, fail to satisfy the solvency test -
(i) the Board shall resolve that the stated capital of the
company shall be reduced by the amount by which the
company would so fail to satisfy the solvency test; and
(ii) the resolution of the Board shall have effect notwithstanding
subsections (1) to (3).
(7) A company which has reduced its stated capital shall within 14 days of the
reduction give notice of the reduction to the Registrar, specifying the amount of the
reduction and the reduced amount of its stated capital.
63. Dividends
(c) unless it is paid out of retained earnings, after having made good
any accumulated losses at the beginning of the accounting period.
(3) The Board shall not declare a dividend unless it is satisfied that, on payment
of that dividend, the company shall continue to satisfy the solvency test.
(4) Where the Board declares a dividend, it shall ensure that that dividend is paid
not later than 12 months after the date on which the dividend is declared.
(Amended by the Business Facilitation (Miscellaneous Provisions) Act 2019 -Act No 14 of 2019)
Subject to the constitution of the company, the Board may issue shares to any
shareholders who have agreed to accept the issue of shares, wholly or partly, in lieu of a
proposed dividend or proposed future dividends provided that -
(a) the right to receive shares, wholly or partly, in lieu of the proposed
dividend or proposed future dividends has been offered to all shareholders
of the same class on the same terms;
(b) where all shareholders elected to receive the shares in lieu of the proposed
dividend, relative voting or distribution rights, or both, would be
maintained;
(c) the shareholders to whom the right is offered are afforded a reasonable
opportunity of accepting it;
(d) the shares issued to each shareholder are issued on the same terms and
subject to the same rights as the shares issued to all shareholders in that
class who agree to receive the shares; and
(1) The Board may resolve that the company shall offer shareholders discounts
in respect of some or all of the goods sold or services provided by the company.
(2) The Board shall not approve a discount scheme under subsection (1) unless
it has previously resolved that the proposed discounts are -
(a) fair and reasonable to the company and to all shareholders; and
(3) A discount scheme shall not be approved, or where it had previously been
approved shall not be continued by the Board unless it has reasonable grounds to believe
that the company satisfies the solvency test.
(5) Where -
(b) after the scheme is approved or the discount was offered, the Board
ceases to be satisfied on reasonable grounds that the company
would satisfy the solvency test,
section 66 shall apply in relation to the discount with such modifications as may be
necessary as if the discount were a distribution that is deemed not to have been authorised.
(1) A distribution made to a shareholder at a time when the company did not,
upon distribution being made, satisfy the solvency test may be recovered by the company
from the shareholder unless -
(a) the shareholder received the distribution in good faith and without
knowledge of the company's failure to satisfy the solvency test;
(a) the procedure set out in section 61 has not been followed; or
(b) reasonable grounds for believing that the company would satisfy
the solvency test in accordance with section 61 or 81, as the case
may be, did not exist at the time the certificate was signed,
a director who failed to take reasonable steps to ensure the procedure was followed or
who signed the certificate, as the case may be, shall be personally liable to the company to
repay to the company so much of the distribution which cannot be recovered from
shareholders.
(a) ceases after authorisation but before the making of the distribution
to be satisfied on reasonable grounds for believing that the
company would satisfy the solvency test upon the distribution
being made; and
(b) fails to take reasonable steps to prevent the distribution being made,
shall be personally liable to the company to repay to the company so much of the
distribution which cannot be recovered from shareholders.
an amount equal to the value of any distribution that could properly have been made.
in a manner which would cancel or reduce the liability of a shareholder to the company in
relation to a share held prior to that alteration, acquisition, or redemption, the cancellation
or reduction of liability shall be treated for the purposes of section 61 as if it were a
distribution and for the purposes of section 63(2) as if it were a dividend.
the reduction of liability effected by the amalgamation shall be treated for the purposes of
section 66(1) and (3) as a distribution by the amalgamated company to that shareholder,
whether or not that shareholder becomes a shareholder of the amalgamated company of
the amount by which that liability was reduced.
(d) in accordance with an order made by the Court under this Act.
(4) A company shall not make any payment in whatever form to acquire or
redeem any share issued by the company where there are reasonable grounds for believing
that the company is, or would after the payment, be unable to satisfy the solvency test.
(5) A company shall not acquire or redeem its own shares where, as a result of
such acquisition or redemption, there would no longer be any shares on issue other than
convertible or redeemable shares.
(6) Except where dispensation has been granted under section 52(5), the
company shall immediately following the acquisition or redemption of shares by the
company, give notice to the Registrar of the number and class of shares acquired or
redeemed.
(7) Where a company fails to comply with subsection (4), the company and
every officer of the company who is in default shall commit an offence and shall, on
conviction, be liable to a fine not exceeding 200,000 rupees.
69. Purchase of own shares
(2) The company shall not offer or agree to purchase or otherwise acquire its
own shares unless -
(iii) in any case where the offer is not made to, or the agreement
is not entered into with, all shareholders, the offer or the
agreement, as the case may be, is fair to those shareholders
to whom the offer is not made, or with whom no agreement
is entered into;
(3) Any offer by a company to purchase or otherwise acquire its own shares on
a securities exchange shall be made in accordance with such conditions as may be
prescribed under the Securities Act 2005.
(3) A disclosure document issued under this section shall set out -
(a) the nature and terms of the offer, and if made to specified
shareholders only, the names of those shareholders;
(b) the nature and extent of any relevant interest of any director of the
company in any shares the subject of the offer; and
(c) the text of the resolution required by section 69(2), together with
such further information and explanation as may be necessary to
enable a reasonable shareholder to understand the nature and
implications for the company and its shareholders of the proposed
acquisition.
(4) A reporting issuer may issue or transfer shares held by the reporting issuer
itself subject to the provisions of the Securities Act 2005.
(2) For the purposes of subsection (1), shares are acquired on the date on
which the company would, in the absence of this section, become entitled to exercise the
rights attached to the shares.
(1) Section 71(1) shall not apply to shares acquired by a company pursuant to
section 69 or 110 where -
(b) the Board of the company resolves that the shares concerned shall
not be cancelled on acquisition; and
(2) Any share acquired by a company pursuant to section 69 or 110 and, which is
held by the company pursuant to subsection (1) shall be held by the company in itself.
(3) A share that a company holds in itself under subsection (2) may be
cancelled by the Board resolving that the share is cancelled and the share shall be deemed
to be cancelled on the making of such a resolution.
73. Rights and obligations of shares that company holds in itself suspended
(1) The rights and obligations attaching to a share that a company holds in
itself pursuant to section 72 shall not be exercised by or against a company while it holds
the share.
(2) Without limiting subsection (1), while a company holds a share in itself
pursuant to section 72, the company shall not -
(1) Subject to subsection (2), section 56 shall apply to the transfer of a share
held by a company in itself as if the transfer were the issue of the share under section 52.
(2) Subsection (1) shall not apply unless it is specifically provided in the
constitution that the company may transfer the shares so held.
(3) A company shall not make an offer to sell any share it holds in itself or
enter into any obligations to transfer such a share where the company has received notice
in writing of a take-over scheme.
(1) A contract with a company for the acquisition by the company of its shares
shall be specifically enforceable against the company except to the extent that the
company would, after performance of the contract, fail to satisfy the solvency test.
(2) The company bears the burden of proving that performance of the contract
would result in the company being unable to satisfy the solvency test.
(3) Subject to subsection (1), where the company has entered into a contract
for the acquisition by the company of its shares, the other party to the contract shall, on
the conclusion of the contract, become a creditor and shall -
(b) prior to the removal of the company from the register of companies,
be ranked subordinate to the rights of creditors but in priority to the
other shareholders.
(b) the shares are fully paid up at the time of redemption; and
(c) the constitution or the terms of issue of the share makes provision for the
redemption of the share -
(A) specified;
(a) an acquisition by the company of the share for the purposes of section
69(2) and 70; and
(1) Where a share is redeemable at the option of the holder of the share, and
the holder gives proper notice to the company requiring the company to redeem the share,
(a) the company shall redeem the share on the date specified in the
notice, or if no date is specified, on the date of receipt of the notice;
(a) shall not be a distribution for the purposes of sections 61 and 63;
but
(a) shall not be a distribution for the purposes of sections 61 and 63;
but
(1) A company shall not give financial assistance directly or indirectly for the
purpose of or in connection with the acquisition of its own shares, other than in
accordance with this section.
(b) the terms and conditions on which the assistance is given are fair
and reasonable to the company and to any shareholders not
receiving that assistance; and
(c) immediately after giving the assistance, the company shall satisfy
the solvency test.
(a) the person has inquired into the state of affairs of the company; and
(b) there is nothing to indicate that the opinion of the Board that the
company shall, immediately after giving the assistance, satisfy the
solvency test, is unreasonable in all the circumstances.
(4) The amount of any financial assistance under this section shall not be a
distribution for the purposes of sections 61 and 63.
(5) For the purposes of this section, the term “financial assistance” includes
giving a loan or guarantee, or the provision of security.
(e) where the ordinary business of a company includes the lending of money
by the company in the ordinary course of business.
(1) Subject to this section, a subsidiary shall not hold shares in its holding
company.
(3) A transfer of shares from a holding company to its subsidiary shall be void.
(b) the exercise of any voting rights attaching to those shares shall be
of no effect.
(5) Nothing in this section shall prevent a subsidiary holding shares in its
holding company in its capacity as a personal representative or a trustee unless the
holding company or another subsidiary has a beneficial interest under the trust other than
an interest that arises by way of security for the purposes of a transaction made in the
ordinary course of the business of lending money.
(6) This section applies to a nominee for a subsidiary in the same way as it
applies to the subsidiary.
Sub Part H - Statement of shareholders’ rights
(a) the class of shares held by the shareholder, the total number of
shares of that class issued by the company, and the number of
shares of that class held by the shareholder;
(2) The company shall not be under any obligation to provide a shareholder
with a statement if -
(b) the shareholder has not acquired or disposed of shares since the
previous statement was provided;
(c) the rights attached to shares of the company have not been altered
since the previous statement was provided; and
(3) The statement shall not be evidence of title to the shares or of any of the
matters set out in it.
(4) The statement shall state in a prominent place that it is not evidence of title
to the shares or of the matters set out in it.
(2) In the case of a company, other than a public company, the constitution
may provide for a privilege or lien of the same kind as referred to in subsection (1) over
fully paid shares and dividends on those shares for all money owing by the shareholders
to the company.
(3) Subject to subsection (4), a company may, in such manner as the directors
think fit, sell any share on which the company has a privilege or lien.
(a) a sum in respect of which the lien exists is presently payable; and
(b) until the expiry of 14 days after a written notice, stating and
demanding payment of such part of the amount in respect of which
the privilege or lien exists as is presently payable, has been given to
the registered holder for the time being of the share, or the person
entitled to the share by reason of the death or bankruptcy of the
registered holder.
(5) The directors may, to give effect to any sale under subsection (3), authorise
some person to transfer the shares sold to the purchaser of the shares.
(6) The purchaser referred to in subsection (5) shall be registered as the holder
of the share comprised in any such transfer, and shall not be bound to see to the
application of the purchase money, nor shall the title of the purchaser to the share be
affected by any irregularity or invalidity in the proceedings relating to the sale.
(7) The proceeds of the sale shall be received by the company and applied for
the payment of such part of the amount in respect of which the lien exists as is presently
payable, and any residue shall, subject to a like lien for sums not presently payable as
existed upon the share before the sale, be paid to the person entitled to the share at the
date of the sale.
(8) The directors may, where the constitution so provides, decline to register
the transfer of a share on which the company has a lien.
86. Pledges
(1) Any share or debenture may be given in pledge in all civil and commercial
transactions in accordance with the Code Civil Mauricien and any other applicable law.
(2) Every company shall keep a register in which -
(b) it shall be stated that the pledgee holds the share or debenture not as
owner but in pledge of a debt the amount of which shall in the case
of a civil pledge be mentioned.
(4) The transfer shall be signed by the pledger and by the pledgee and by the
secretary of the company.
87. Instrument of transfer
(1) (a) Subject to subsection (5) and notwithstanding any provision in its
constitution, a company shall enter a transfer of shares or debentures in the
share register or the register of debenture holders where -
(4) Before entering a transfer made under subsection (3) in the share register
or the register of debenture holders, the directors of the company may require production
of proper evidence of the title of the heir or, in the case of the Curator, of the vesting
order.
(5) Subsection (1) shall not apply to securities traded on a securities exchange.
(1) On the written request of the transferor of any share, debenture or other
interest in a company, the company shall enter in the appropriate register the name of the
transferee in the same manner and subject to the same conditions as if the application for
the entry were made by the transferee.
(4) The Court may order the person summoned under subsection (3) to deliver a
document referred to in subsection (2) to the company on such terms or conditions as
the Court thinks fit.
(5) A list of all share certificates or debentures called for under this section
and not delivered shall be exhibited at the registered office of the company and shall be
advertised in such newspapers and at such times as the company thinks fit.
(1) A company shall maintain a share register which shall record the shares
issued by the company and which shall state -
(b) the place where any document that contains the restrictions or
limitations may be inspected.
(3) The share register under subsection (1) shall state, with respect to each
class of shares -
(a)(i) the names, in alphabetical order, and the last known address of each
person who is, or has within the last 7 years been, a shareholder;
(ii) where the shares are held by a nominee, the names in alphabetical
order and the last known addresses of the persons the beneficial
owners or the ultimate beneficial owners (Amended Act No. 10 of 2017
Government Gazette No. 70 of 24.07.17) giving to the shareholder
instructions to exercise a right in relation to a share either directly or
through the agency of one or more persons;
(b) the number of shares of that class held by each shareholder within
the last 7 years; and
each shareholder within the last 7 years, and in relation to the transfer, the name of the
person to or from whom the shares were transferred.
(3A) The information referred to in subsection (3)(a)(ii) shall be lodged with the Registrar
within 14 days from the date on which any entry or alteration is made in the share register.
(Amended Act No. 10 of 2017 Government Gazette No. 70 of 24.07.17)
(3A) (a) A company shall keep an updated record of –
(i) the information referred to in subsection (3)(a)(ii);
(ii) action taken to identify a beneficial owner or an ultimate beneficial owner in
accordance with subsection (8). THE ANTI-MONEY LAUNDERING AND
COMBATTINGTHE FINANCING OF TERRORISM (MISCELLANEOUS PROVISIONS)
ACT 2020 Act No. 5 of 2020, G. Gazette No. 85 of 9 July 2020
(b) Where a company ceases to carry on business, the last directors of the company shall keep the
information of paragraph (a) for a period of at least 7 years from the date of such cessation of
business.
(c) The information referred to in subsection (3)(a)(ii) shall be lodged with the Registrar
within 14 days from the date on which any entry or alteration is made in the share
register. (Amended by the Finance (Miscellaneous Provisions) Act 2019 -Act No 13 of 2019)
THE ANTI-MONEY LAUNDERING AND COMBATTINGTHE FINANCING OF TERRORISM
(MISCELLANEOUS PROVISIONS) ACT 2020 Act No. 5 of 2020, G. Gazette No. 85 of 9 July
2020
(c) The information referred to in subsection (3)(a)(ii) shall be lodged with the Registrar through CBRIS
or such other electronic system or in such other manner as the Registrar may approve –
(i) at the time of incorporation of a company;
(ii) at the time of registration of a foreign company;
(iii) at the time of registration by way of continuation of a company;
(iv) on filing of the annual return of the company;
(v) in the case of a foreign company, on filing the financial
statements of the company;
(vi) upon any change, including transfer, in the shareholding of a company;
(vii) at the time of an issue of shares.
THE ANTI-MONEY LAUNDERING AND COMBATTINGTHE
FINANCING OF TERRORISM (MISCELLANEOUS PROVISIONS) ACT
2020 Act No. 5 of 2020, G. Gazette No. 85 of 9 July 2020
(d) The information referred to in paragraph (c)(vi) and (vii) shall be filed with the
Registrar within 14 days from the date by which any entry or alteration is made in the
share register. THE ANTI-MONEY LAUNDERING AND COMBATTINGTHE FINANCING OF
TERRORISM (MISCELLANEOUS PROVISIONS) ACT 2020 Act No. 5 of 2020, G. Gazette No. 85 of
9 July 2020
(3B) The share register referred to in subsection (1) shall be kept by a company for a period of at least 7 years
from the date of the completion of the transaction, act or operation to which it relates.
(3C) A company, other than a small private company, which fails to comply with subsection (3)(a)(ii), (3A) or
(3B) shall commit an offence and shall, on conviction, be liable to a fine not exceeding 300, 000 rupees.
Amended Act no.11 of 2018, Government Gazette No. 71 of 9 August 2018
(3C) (a) A company other than a small private company, which fails to comply with subsection (3)(a)(ii), (3A)(a)
and (c) or (3B) shall commit an offence and shall, on conviction, be liable to a fine not exceeding
300,000 rupees.
(b) A director or former director of a company, other than a director or former director of
a small private company who fails to comply with subsection (3A)(b) shall commit an
offence and shall, on conviction, be liable to a fine not exceeding 300,000 rupees.
(Amended by the Finance (Miscellaneous Provisions) Act 2019 -Act No 13 of 2019)
(c) The Court shall, in addition to any penalty imposed under paragraph (a), order the
company to comply with subsection (3)(a)(ii), (3A) or (3B), as the case may be. THE
ANTI-MONEY LAUNDERING AND COMBATTINGTHE FINANCING OF TERRORISM
(MISCELLANEOUS PROVISIONS) ACT 2020 Act No. 5 of 2020, G. Gazette No. 85 of 9 July
2020
(4) An agent may maintain the share register of the company provided that the agent is
qualified to be the secretary of a public company in accordance with section 165.
(a) unless the share register is in such a form as to constitute in itself an index, keep an index of the
names of the shareholders of the company; and
(b) within 14 days from the day on which any alteration is made in the share
register, make any necessary alteration in the index.
(7) The index shall contain sufficient indication to enable the particulars of
each shareholder to be readily found in the register.
(8) “Beneficial owner” or “ultimate beneficial owner” means a “natural” (Amended Act no.11 of 2018,
Government Gazette No. 71 of 9 August 2018) person who holds by himself or his nominee, a share or an
interest in a share which entitles him to exercise not less than 25 per cent of the aggregate voting power
exercisable at a meeting of shareholders. Amended Act No. 10 of 2017 Government Gazette No. 70 of 24.07.17
(8) “beneficial owner” or “ultimate beneficial owner” –
(a) means any natural person who ultimately owns or controls a company or the natural person on
whose behalf a transaction or activity is being conducted in relation to a company;
(b) includes –
(i) the natural person who ultimately owns or controls a company through –
(A) direct or indirect ownership of such shares in such percentage as may be prescribed;
(B) voting rights;
(C) ownership interest; or
(D) control by other means;
(ii) where no natural person under paragraph (i) is identified, or if there is any doubt that the person
identified is the beneficial owner, the natural person who controls the company in the manner one
company controls another company under section 5;
(iii) where no person under paragraphs (i) and (ii) is identified, the natural person who acts as executive
director or has equivalent executive powers; (Amended by the Finance (Miscellaneous Provisions) Act
2019 -Act No 13 of 2019)
THE ANTI-MONEY LAUNDERING AND COMBATTINGTHE FINANCING OF TERRORISM
(MISCELLANEOUS PROVISIONS) ACT 2020 Act No. 5 of 2020, G. Gazette No. 85 of 9 July 2020
(1) Subject to subsection (2), the share register may, if expressly permitted by
the constitution, be divided into 2 or more registers kept in different places.
(3) Where a share register is divided into 2 or more registers kept at different
places -
(a) the company shall, within 14 days of the date on which the share
register is divided, by notice in writing inform the Registrar of the
places where the registers are kept;
(b) in case the place where a register is kept is altered, the company
shall, within 14 days of the alteration, by notice in writing inform
the Registrar of the alteration;
(c) a copy of every branch register shall be kept at the same place as
the principal register; and
(a) in case the share register is not divided, the share register;
(1) Subject to section 95, the entry of the name of a person in the share register
as holder of a share shall be prima facie evidence that legal title to the share is vested in
that person.
(d) exercise the other rights and powers attaching to the share.
(1) The secretary shall take reasonable steps to ensure that the share register is
properly kept and that share transfers are promptly entered on it in accordance with
section 88.
(2) A secretary who fails to comply with subsection (1) shall commit an
offence and shall, on conviction, be liable to a fine not exceeding 200,000 rupees.
95. Power of Court to rectify share register
(1) Where the name of a person is wrongly entered in, or omitted from, the
share register of a company, the person aggrieved, or a shareholder, may apply to the
Court -
(1) Subject to subsection (2), a public company shall, within 28 days after the
issue, or registration of a transfer, of shares in the company, as the case may be, send a
share certificate to every holder of those shares stating -
(2) Subsection (1) shall not apply in relation to a company the shares of which
have been deposited under a system conducted by a central depository and settlement
company approved under the Securities (Central Depository, Clearing and Settlement)
Act 1996.
(4) On receipt of an application for a share certificate under subsection (3), the
company shall, within 28 days after receiving the application -
(a) if the application relates to some but not all of the shares, separate
the shares shown in the register as owned by the applicant into
separate parcels, one parcel being the shares to which the share
certificate relates, and the other parcel being any remaining shares;
and
(5) Notwithstanding section 87, where a share certificate has been issued, a
transfer of the shares to which it relates shall not be registered by the company unless the
instrument of transfer required by that section is accompanied -
(7) This section shall not apply to an investment company either on issue of a share
certificate or on registration of a transfer of shares
98. Loss or destruction of certificates
(1) Subject to subsections (2) and (3), where a certificate or other document of
title to a share or a debenture is lost or destroyed, the company shall on application being
made by the owner and on payment of a fee specified in item 1 of the Third Schedule
issue a duplicate certificate or document to the owner.
(3) Where the value of the shares or debentures represented by the certificate
or document is greater than 10,000 rupees, the directors shall, before accepting an
application for the issue of a duplicate certificate or document, require the applicant to
furnish such indemnity as the directors consider to be adequate against any loss following
on the production of the original certificate or document.
In this Part -
“shareholder” means -
(a) a person whose name is entered in the share register as the holder for the
time being of one or more shares in the company;
(b) until the person's name is entered in the share register, a person named as a
shareholder in an application for the registration of a company at the time
of incorporation of the company;
(c) until the person's name is entered in the share register, a person who is
entitled to have his name entered in the share register, under a registered
amalgamation proposal, as a shareholder in an amalgamated company.
(1) Subject to subsection (2), where a share renders its holder liable to calls, or
otherwise imposes a liability on its holder, that liability shall attach to the holder of the
share for the time being, and not to a prior holder of the share, whether or not the liability
became enforceable before the share was registered in the name of the current holder.
(2) Where -
(b) the person to whom the share was issued no longer holds that share,
liability in respect of that unsatisfied consideration shall not attach to subsequent holders
of the share, but shall remain the liability of the person to whom the share was issued, or
of any other person who assumed that liability at the time of issue.
(3) Subject to the constitution of a company, the procedure for making calls in
respect of any money unpaid on shares and the procedure for forfeiture of shares in the
event of non-payment of calls shall be the procedure set out in the Fourth Schedule.
(1) Subject to this Act and the constitution of a company, a power reserved to
shareholders may be exercised by an ordinary resolution.
(b) reduce the stated capital of the company under section 62;
(c) approve a major transaction;
(i) cast all the votes, attached to shares registered in his name and for
which he is the beneficial owner, against the resolution; or
(ii) where the resolution to exercise the power was passed under
section 117, did not sign the resolution.
109. Notice requiring purchase of shares
(b) where the resolution was passed under section 117, the date on
which notice of the passing of the resolution is given to the
shareholder,
give a written notice to the company requiring the company to purchase those shares.
(2) Upon receipt of a notice under subsection (1), the Board may -
(c) apply to the Court for an order under section 112 or 113; or
(3) The Board of directors shall, within 28 days of receipt of a notice under
subsection (1), give written notice to the shareholder of its decision under subsection (2).
(1) Where the Board of directors agrees under section 109(2)(a) to the
purchase of the shares by the company, it shall, within 7 days of issuing notice under
section 109(3) -
(a) state a fair and reasonable price for the shares to be acquired; and
(2) A shareholder who considers that the price stated by the Board is not fair
and reasonable, shall forthwith, but at any rate, not later than 14 days of receipt of notice
under subsection (1) give written notice of objection to the company.
(3) Where the shareholder does not raise an objection under subsection (2), the
company shall, on such date as the company and the shareholder agree or, in the absence
of any agreement, as soon as practicable, purchase all the shares at the stated price.
(4) Where the shareholder gives notice of an objection under subsection (2),
the company shall -
(b) within 7 days, pay a provisional price in respect of each share equal
to the price stated by the Board.
(5) At the time of payment of the provisional price under subsection (4), the
shareholder shall -
(b) otherwise take all steps required to transfer the shares to the
company.
(a) exceeds the provisional price, the company shall forthwith pay the
balance owing to the shareholder;
(b) is less than the provisional price paid, the company may recover the
excess paid from the shareholder.
(8) The arbitrator shall expeditiously determine a fair and reasonable price for
the shares on the day prior to the date on which the vote of the shareholders authorising
the action was taken or the date on which written consent of the shareholders without a
meeting was obtained excluding any appreciation or depreciation directly or indirectly
induced by the action or its proposal, and that price shall be binding on the company and
the shareholder for all purposes.
(9) In the case of shares which are listed on a securities exchange, the
arbitrator shall determine the price for the shares as being the price at which such shares
are traded on the securities exchange as at the close of business on the day prior to the
date on which the vote of shareholders authorising the action was taken or the date on
which written consent of shareholders without a meeting was obtained, excluding any
appreciation or depreciation directly or indirectly induced by the action or its proposal,
and that value shall be binding on the company and the shareholder for all purposes.
(10) The arbitrator may award interest on any balance payable or in excess to be
repaid under subsection (6) at such rate as he thinks fit having regard to whether the
provisional price paid or the reference to arbitration, as the case may be, was reasonable.
(11) Where -
(b) the arbitrator to whom the matter is referred by the company is not
independent of the company, or is not suitably qualified to conduct
the arbitration,
the shareholder who has given a notice of objection under subsection (2) may apply to a
Judge in Chambers to appoint an arbitrator, and the Judge may appoint such person as it
thinks fit to act as arbitrator for the purposes of this section.
(12) A purchase of shares by a company under this section -
(1) Section 110 shall apply to the purchase of shares by a person with whom
the company has entered into an arrangement for purchase in accordance with section
109 (2) (b) subject to such modifications as may be necessary, and, in particular, as if
references in that section to the Board and the company were references to that person.
(2) Every holder of shares that are to be purchased in accordance with the
arrangement shall be indemnified by the company in respect of loss suffered by reason of
the failure by the person who has agreed to purchase the shares to purchase them at the
price nominated or fixed by arbitration, as the case may be.
(1) A company to which a notice has been given under section 109 may apply
to the Court for an order exempting it from the obligation to purchase the shares to which
the notice relates, on the grounds that -
(2) On an application under this section, the Court may make an order
exempting the company from the obligation to purchase the shares, and may make any
other order it thinks fit, including an order -
(b) directing the company to take, or refrain from taking, any action
specified in the order;
(3) The Court shall not make an order under subsection (2) on the grounds set
out in subsection (1)(a) or (b) unless it is satisfied that the company has made reasonable
efforts to arrange for another person to purchase the shares in accordance with section
109(2)(b).
113. Court may grant exemption where company insolvent
(1) The company shall apply to the Court for an order exempting it from the
obligation to purchase its shares, where -
(b) the Board has resolved that the purchase by the company of the
shares to which the notice relates would result in it failing to satisfy
the solvency test; and
(c) the company has, following reasonable efforts to do so, been unable
to arrange for the shares to be purchased by another person in
accordance with section 109(2)(b).
(2) Where the Court is satisfied that the purchase of the shares would result in
the company failing to satisfy the solvency test and the company has made reasonable
efforts to arrange for the shares to be purchased by another person in accordance with
section 109(2)(b), the Court may make -
(c) such other order as it thinks fit, including any order referred to in
section 112(2).
(3) For the purposes of this section, the stated capital of a company shall not
be taken into account in determining whether the company shall, after the purchase, fail to
satisfy the solvency test.
(4) Notwithstanding subsection (3), where the company has entered into an
agreement with a shareholder under section 110(3), the stated capital shall be taken into
account to the extent required by the agreement unless the shareholder's prior consent is
obtained.
(1) Where the share capital of a company is divided into different classes of
shares, a company shall not take any action which varies the rights attached to a class of
shares unless that variation is approved by a special resolution, or by consent in writing of
the holders of 75 per cent of the shares of that class.
"class" means a class of shares having attached to the shares the same
rights, privileges, limitations and conditions;
(5) The company shall within one month from the date of the consent or
resolution referred to in subsection (1) file with the Registrar in a form approved by him
the particulars of such consent or resolution.
(1) Subject to subsection (2), the Board of directors shall call an annual
meeting of shareholders to be held -
(b) not later than 6 months after the balance sheet date of the company;
And
(b) after the balance sheet date of the company not later than 9 months, or not later than such further
period as the Registrar may, after the COVID-19 period lapses, determine; and
THE COVID-19 (MISCELLANEOUS PROVISIONS) ACT 2020, Act No. 1 of 2020, G. Gazette No. 57 of 16 May 2020
(b) not later than 6 months after the balance sheet date of the company or such other period as the
Registrar may determine; and
THE FINANCE (MISCELLANEOUS PROVISIONS) ACT 2022 - Act No. 15 of 2022 Gazette No. 109 of 2 August 2022
Shall come into operation on 3 October 2022
(c) not later than 15 months after the previous annual meeting.
(1A) (a) Subsection (1)(a) and (c) shall not apply during the COVID-19 period and such further
period, as the Registrar may determine, after the COVID-19 period lapses.
(b) The Registrar may issue such Practice Directions as may be necessary to determine the manner in which
a meeting is to be held during the COVID-19 period and such further period, as the Registrar may determine,
after the COVID-19 period lapses.
THE COVID-19 (MISCELLANEOUS PROVISIONS) ACT 2020, Act No. 1 of 2020, G. Gazette No. 57 of 16 May 2020
THE FINANCE (MISCELLANEOUS PROVISIONS) ACT 2022 - Act No. 15 of 2022 Gazette No. 109 of 2 August 2022
(2) 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.
(3) The company shall hold the meeting on the date on which it is called to be
held.
(5) Where the financial statements are not approved at the annual meeting,
they shall be presented at a further special meeting called by the Board.
(b) shall be called by the Board on the written request of shareholders holding
shares carrying together not less than 5 per cent of the voting rights entitled
to be exercised on the issue.
it shall be deemed to be made in accordance with this Act or the constitution of the
company.
(3) For the purposes of subsection (2)(b), the shareholders shall be the
shareholders referred to in subsection (1).
(4) For the purposes of subsection (2), any resolution may consist of one or
more documents in similar form (including letters, facsimiles, electronic mail, or other
similar means of communication) each signed or assented to by or on behalf of one or
more of the shareholders specified in subsection (3).
(5) It shall not be necessary for a private company to hold an annual meeting
of shareholders under section 115 where everything required to be done at that meeting,
by resolution or otherwise, is done by resolution in accordance with subsections (2)
and (3).
(6) Within 7 days of a resolution being passed under this section, the company
shall send a copy of the resolution to every shareholder who did not sign the resolution or
on whose behalf the resolution was not signed.
(7) A resolution may be signed under subsection (1) or (2) without any prior
notice being given to shareholders.
the Court may order a meeting of shareholders to be held or conducted in such manner as
the Court directs.
(2) For the purposes of subsection (1), an application to the Court may be
made by a director, a shareholder or a creditor of the company.
(3) The Court may make an order on such terms as it thinks fit with regard to
the costs of conducting the meeting and security for the costs.
(4) Subject to subsection (3), the Court may in addition give such directions as
it thinks fit, including the direction that the heir of any deceased member may exercise all
or any of the powers that the deceased member could have exercised if he were present at
the meeting.
The provisions specified in the Fifth Schedule shall govern the proceedings at
meetings of shareholders of a company except to the extent that the constitution of the
company makes provision for the matters that are expressed in that Schedule to be subject
to the constitution of the company.
(c) to exercise any other right or receive any other benefit under this
Act or the constitution,
shall be -
(i) where the Board fixes a date for that purpose, those
shareholders whose names are registered in the share
register on that date; or
(ii) where the Board does not fix a date for that purpose, those
shareholders whose names are registered in the share
register on the day on which the Board passes the resolution
concerned.
(2) Where a date is fixed under subsection (1), that date shall not precede by
more than 28 days the date on which the proposed action is taken.
(a) where the Board of directors fixes a date for the purpose, those
shareholders whose names are registered in the share register on
that date;
(b) where the Board of directors does not fix a date for the purpose,
those shareholders whose names are registered in the share register
at the close of business on the day immediately preceding the day
on which the notice is given.
(4) Where a date is fixed under subsection (3), that date shall not precede by
more than 30 days or less than 15 days the date on which the meeting is held.
(1) Where a company issues or agrees to issue debentures of the same class to
more than 25 persons, or to any one or more persons with a view to the debentures or any
of them being offered for sale to more than 25 persons, the company shall before issuing
any of the debentures -
(a) sign under its seal (Amended Act No. 4 of 2017 – Govt Gazette no. 50 of 20.05.17) an agency deed; and
(b) procure the signature to the deed by a person qualified to act as a
debenture holders' representative.
(2) For the purposes of this section, debentures shall not be deemed to be of
the same class where -
(a) they do not rank equally for repayment when any security created
by the debenture is enforced or the company is wound up; or
(a) the agency deed shall not cover more than one class of debentures;
The Court may compel any person to take up and pay for any debenture which he
has contracted with the company to take up or pay for.
(1) Every company which issues debentures shall at its registered office keep a
register of debenture holders which shall contain -
(2) The register shall, except when duly closed pursuant to subsection (3), be
open to the inspection of a debenture holder or a member.
(3) For the purposes of this section a register shall be deemed to be duly closed if
closed in accordance with a provision contained in the articles, the debenture, the
debenture stock certificate, the agency deed or any other document relating to or securing
the debenture, during such period, not exceeding in the aggregate 30 days in any year, as
is specified in the document.
(b) The copy need not include any particulars as to a debenture holder
other than his name and address and the debenture held by him.
(1) Where a company has, whether before or after the commencement of this
Act, redeemed a debenture, it shall subject to subsection (2) -
(2) The reissue of a debenture or the issue of one debenture in place of another
under subsection (1), shall not be regarded as the issue of a new debenture for the purpose
of any provision in the constitution or in any contract entered into by the company
limiting the amount or number of debentures that may be issued by the company.
(3) After the reissue the person entitled to the debentures shall have and shall
be deemed always to have had the same priorities as if the debentures had never been
redeemed.
(4) Where, whether before or after the commencement of this Act, a company
has given a debenture to secure advances on current account or otherwise, the debenture
shall not be deemed to have been redeemed by reason that the account of the company
with the debenture holder has ceased to be in debit while the debenture remains
unsatisfied.
(1) Where a company has decided to issue debentures and to secure their
payment by a mortgage or floating charge, the inscription of such mortgage or floating
charge shall be valid where the first and last serial numbers of the said debentures are
mentioned.
(2) Subject to section 121 and to the Sixth Schedule, the appointment of a
debenture holders' representative, with power to require the inscription of a mortgage with
an election of domicile and renewal or erasure of such inscription, and generally to take
all measures for the protection of the rights of the debenture holders, shall be made in
such manner as the company may at the time of the issuing of the said debentures
determine.
(1) Every company shall, within 28 days of the creation by the company of any charge
or of making any issue of debentures charged on or affecting any property of the
company, file with the Registrar, a statement of the particulars specified in subsection (3)
and a certified copy of the instrument of charge, in a form approved by the Registrar.
THE FINANCE (MISCELLANEOUS PROVISIONS) ACT 2022 - Act No. 15 of 2022 Gazette No. 109 of 2 August 2022
(2) Where -
the company shall, within 28 days after the date on which the acquisition is
completed or the date of the registration of the company in Mauritius, as the case
may be, cause to be filed with the Registrar a statement of the particulars
specified in a form approved by the Registrar
(a) if the charge is a charge created by the company, the date of its
creation, and if the charge was a charge existing on any property
acquired by the company, the date of the acquisition of the
property;
any prohibition or restriction contained in the instrument creating the charge, or in any
agency deed, on the power of the company to create any other charge or issue debentures
ranking in priority to or equally with the charge or debentures in respect of which the
application is made.
(2) For the purposes of sections 143 to 157 and 160 to 162, "directors"
includes -
(d) a person to whom a power or duty of the Board has been directly
delegated by the Board with that person’s consent or acquiescence,
or who exercises the power or duty with the consent or
acquiescence of the Board.
(3) For the purposes of sections 143 to 157, a director includes a person in
accordance with whose directions or instructions a person referred to in subsections (1)
and (2) may be required or is accustomed to act in respect of his duties and powers as a
director.
(a) the making of any decision that the power should or should not be
exercised; or
as the case may be, shall be deemed, in relation to the making any such decision, to be a
director for the purposes of sections 143 to 146.
(6) Subsection (2) shall not include a person to the extent that the person acts
only in a professional capacity.
(a) the directors of the company where the number is not less than the
required quorum acting together as a Board of directors; or
(b) where the company has only one director, that director.
(1) The business and affairs of a company shall be managed by, or under the
direction or supervision of, the Board.
(2) The Board shall have all the powers necessary for managing, and for
directing and supervising the management of, the business and affairs of the company.
(3) Subsections (1) and (2) shall be subject to any modifications, adaptations,
exceptions, or limitations contained in this Act or in the company’s constitution.
130. Major transactions
(1) A company shall not enter into a major transaction unless the transaction
is -
(c) a transaction that has or is likely to have the effect of the company
acquiring rights or interests or incurring obligations or liabilities the
value of which is more than 75 per cent of the value of the
company’s assets before the transaction;
(3) A company shall not enter into a transaction of the kind referred to in
subsection (1) which involves the acquisition or disposition or the acquiring of rights,
interests or incurring obligations of, in any case, more than half the value of the
company’s assets unless the transaction is -
and the description of a major transaction in subsection (2)(a)(b) and (c) shall, in all
respects, apply when determining the nature of such transaction except that “half of the
value” shall be applied instead of “75 per cent of the value”.
(1) Subject to any restriction in the constitution of the company, the Board of a
company may delegate to a committee of directors, a director or
employee of the company, or any other person, any one or more of its
powers other than its powers under any section specified in the Seventh
Schedule.
A company shall have at least one director who shall be ordinarily resident in
Mauritius.
(c) The Board of directors of a public company shall at all times include at least 2 independent directors. THE FINANCE
(MISCELLANEOUS PROVISIONS) ACT 2020, Act No. 7 of 2020, G.Gazette No.98 of 7 August 2020
(Shall come into operation on January 2021)
(2) No person shall be appointed, or hold office, as a director of a company if
he is a person who -
(b) subject to section 138(4) to (7), is, in the case of a public company,
over 70 years of age;
(3) A person who is disqualified from being a director but who acts as a
director shall be deemed to be a director for the purposes of a provision of this Act that
imposes a duty or an obligation on a director of a company.
A person shall not be appointed a director of a company unless that person has
consented in writing to be a director and certified that he is not disqualified from being
appointed or holding office as a director of a company.
(2) All subsequent directors of a company shall, unless the constitution of the
company otherwise provides, be appointed by ordinary resolution.
(1) Where -
a shareholder or creditor of the company may apply to the Court to appoint one or more
persons as directors of the company, and the Court may make an appointment if it
considers that it is in the interests of the company to do so.
(2) An appointment shall be made on such terms and conditions as the Court
thinks fit.
137. Appointment of directors to be voted on individually
(3) Subsection (2) shall not limit the operation of section 141.
(5) Nothing in this section shall prevent the election of 2 or more directors by
ballot or poll.
(3) The notice of meeting shall state that the purpose of the meeting is the
removal of the director.
(5) Where the office of director has become vacant under subsection (4), no
provision for the automatic reappointment of retiring directors in default of another
appointment shall apply to that director.
(8) The provisions of the constitution of a company relating to the rotation and
retirement of directors shall not apply to a director who is appointed or
re-appointed pursuant to subsections (5) to (7) but such provisions of the constitution shall
continue to apply to all other directors of the company.
(1) The office of director of a company shall be vacated if the person holding
that office -
(e) dies; or
(3) A notice under subsection (2) shall be effective when it is received at that
address or at a later time specified in the notice.
(1) Where a company has only one director, that director shall not resign
office until that director has called a meeting of shareholders to receive notice of the
resignation, and to appoint one or more new directors.
(2) A notice of resignation given by the sole director of a company shall not
take effect, notwithstanding its terms, until the date of the meeting of shareholders called
in accordance with subsection (1).
(3) Every company which for a continuous period of 6 months has been a one
person company shall, if it has not already made the nomination at the time of
incorporation, file with the Registrar a notice nominating a person to be the secretary of
the company in the event of the death of the sole shareholder and director.
(4) A notice under subsection (3) shall state the full name, usual residential
address, service address and occupation of the person nominated and shall be
accompanied by the consent to act in writing signed by that person.
(5) The person nominated by a one person company pursuant to subsection (3)
shall assume office as secretary of the company upon the death of the sole shareholder
and director with the responsibility of calling as soon as practicable a meeting of the heirs
or other personal representative of the deceased for the purpose of appointing a new
director or directors.
(6) The secretary shall resign from office at the meeting referred to in
subsection (5) and during the interim period until the meeting is called, shall attend to the
filing of any returns that may be required from the company.
(8) Where a person who is the only director and shareholder of a private
company dies, the heirs, or where he leaves no heir, the Curator of Vacant Estates, subject
to the Curatelle Act, may appoint a director.
(9) Where the heirs fail to appoint a director within 3 months of the death of
the last director, the Registrar may apply to the Court for the appointment of a fit and
proper person to act as director, until the appointment of a director by the heirs.
(10) Where a person who is the only director and shareholder of a private
company is unable to manage the affairs of the company by reason of his mental
incapacity, the guardian appointed under the Code Civil Mauricien may act as director or
appoint a person as director.
(1) The Board shall deliver or cause to be delivered to the Registrar for
registration notice in an approved form of -
(b) any change in the name, the usual residential address, the service
address or other particulars of a director or secretary of a company
or person nominated pursuant to section 140(3).
(b) include the full name, the usual residential address, the service
address of every person who is a director or secretary of the
company or person nominated under section 140(3) from the date
of the notice;
(3) Where the Board fails to comply with this section, every director and any
secretary of the company shall commit an offence and shall, on conviction, be liable to a
fine not exceeding 200,000 rupees.
Sub-Part D - Duties of directors
143. Duty of directors to act in good faith and in best interests of company
(a) exercise their powers in accordance with this Act and with the
limits and subject to the conditions and restrictions established by
the company’s constitution;
(e) not agree to the company incurring any obligation unless the
director believes at that time, on reasonable grounds that the
company shall be able to perform the obligation when it is required
to do so;
(f) account to the company for any monetary gain, or the value of any
other gain or advantage, obtained by them in connection with the
exercise of their powers, or by reason of their position as directors
of the company, except remuneration, pensions provisions and
compensation for loss of office in respect of their directorships of
any company which are dealt with in accordance with section 159;
(j) not use any assets of the company for any illegal purpose or
purpose in breach of paragraphs (a) and (c), and not do, or
knowingly allow to be done, anything by which the company’s
assets may be damaged or lost, otherwise than in the ordinary
course of carrying on its business;
(k) transfer forthwith to the company all cash or assets acquired on its
behalf, whether before or after its incorporation, or as the result of
employing its cash or assets, and until such transfer is effected to
hold such cash or assets on behalf of the company and to use it only
for the purposes of the company;
(n) at all times act in a manner which is not oppressive, unfairly discriminatory or unfairly
prejudicial to shareholders. THE FINANCE (MISCELLANEOUS PROVISIONS) ACT 2020, Act
No. 7 of 2020, G.Gazette No.98 of 7 August 2020
(2) A director of a company that is a wholly-owned subsidiary may, when
exercising powers or performing duties as a director, if expressly permitted to do so by the
constitution of the company, act in a manner which he believes is in the best interests of
that company’s holding company even though it may not be in the best interests of the
company.
(5) (a) Subject to paragraph (b), the duties imposed by this section shall be
owed to the company, and not to the shareholders, debenture
holders or creditors of the company.
(b) Without prejudice to any other action with regard to the same
matter that is lawfully available, including an action under section
170, any member or debenture holder, as the case may be, may
apply to the Court for -
( 6) Any director who fails to comply with subsection (1), (2), (3), (4) or (5) shall commit an offence and shall, on
conviction, be liable to a fine not exceeding 100,000 rupees and to imprisonment for a term not exceeding 12 months.
THE FINANCE (MISCELLANEOUS PROVISIONS) ACT 2020, Act No. 7 of 2020, G.Gazette No.98 of 7
August 2020
144. Exercise of powers in relation to employees
Section 143 shall not limit the power of a director to make provision for the
benefit of employees of the company in connection with -
(a) the company ceasing to carry on the whole or part of its business; or
(1B) A copy of the employees’ share scheme shall be filed with the Registrar within
28 days of its approval by the board of directors.
(2) In subsection (1) -
(c) other director or committee of directors upon which the director did
not serve in relation to matters within the director’s or committee’s
designated authority.
(2) Subsection (1) shall apply to a director only where the director -
(b) makes proper inquiry where the need for inquiry is indicated by the
circumstances; and
(1) The approval of the company for the purposes of section 143(1)(h) and of
section 153(1)(d) shall require that after full disclosure of all material facts, including the
nature and extent of any interest of the director, the transaction has been specifically
authorised by either -
(a) a form of resolution which has been circulated to all the members
and is signed by three-fourths of all members entitled to attend and
vote at a meeting of shareholders; or
(d) is the parent, child or spouse of another party to, or person who
shall or may derive a material financial benefit from, the
transaction; or
(1) A director of a company shall, forthwith after becoming aware of the fact
that he is interested in a transaction or proposed transaction with the company, cause to be
entered in the interests register where it has one, and, where the company has more than
one director, disclose to the Board of the company -
(a) where the monetary value of the director’s interest is able to be
quantified, the nature and monetary value of that interest; or
(5) Any director who fails to comply with subsection (1) shall commit an offence and shall,
on conviction, be liable to a fine not exceeding 100, 000 rupees and to imprisonment for a term not
exceeding one year.
(2) A transaction shall not be avoided where the company receives fair value
under it.
The avoidance of a transaction under section 149 shall not affect the title or
interest of a person in or to property which that person has acquired where the property
was acquired -
(c) without knowledge of the circumstances of the transaction under which the
person referred to in paragraph (a) acquired the property from the
company.
(1) Subject to subsection (2) and to the constitution of the company, a director
of a company who is interested in a transaction entered into, or to be entered into, by the
company, may -
(a) in the case of a public company, not vote on any matter relating to
the transaction, and if he does vote, his vote shall not be counted;
(b) in the case of a private company, vote on any matter relating to the
transaction provided he discloses his interest under section 148;
subject to the director entering the particulars of the authorisation and the name of the
person to whom it is disclosed in the interests register where it has one.
(3) The Board may authorise a director to disclose, make use of, or act on
information where it is satisfied that to do so is not likely to prejudice the company.
(4) Any monetary gain made by a director from the use of information which a
director has in his capacity as a director shall be accounted for to the company.
(1) For the purposes of section 155, a director of a company has a relevant
interest in a share issued by a company (whether or not the director is registered in the
share register as the holder of it) if the director -
(b) has the power to exercise any right to vote attached to the share;
(c) has the power to control the exercise of any right to vote attached to
the share;
(e) has the power to control the acquisition or disposition of the share
by another person; or
(f) under, or by virtue of, any trust, agreement, arrangement or
understanding relating to the share (whether or not that person is a
party to it) -
(i) may at any time have the power to exercise any right to vote
attached to the share;
(ii) may at any time have the power to control the exercise of
any right to vote attached to the share;
(iii) may at any time have the power to acquire or dispose of, the
share; or
(iv) may at any time have the power to control the acquisition or
disposition of the share by another person.
(2) Where a person would (if that person were a director of the company) have a
relevant interest in a share by virtue of subsection (1) and -
(b) a director of the company has the power to exercise the right to
vote attached to 20 percent or more of the shares of that person;
(c) a director of the company has the power to control the exercise of
the right to vote attached to 20 percent or more of the shares of that
person;
(e) a director of the company has the power to control the acquisition
or disposition of 20 percent or more of the shares of that person,
(3) A person who has, or may have, a power referred to in any of the
paragraphs (b) to (f) of subsection (1), has a relevant interest in a share regardless of
whether the power -
(a) is expressed or implied;
(1) For the purposes of section 156, no account shall be taken of a relevant
interest of a person in a share if -
(a) the ordinary business of the person who has the relevant interest
consists of, or includes, the lending of money or the provision of
financial services, or both, and that person has the relevant interest
only as security given for the purposes of a transaction entered into
in the ordinary course of the business of that person;
(b) that person has the relevant interest by reason only of acting for
another person to acquire or dispose of that share on behalf of the
other person in the ordinary course of business of licensed
investment dealer;
(c) that person has the relevant interest solely by reason of being
appointed as a proxy to vote at a particular meeting of members, or
of a class of members, of the company and the instrument of that
person’s appointment is produced before the start of the meeting in
accordance with paragraph 6(4) of the Fifth Schedule or by a time
specified in the company’s constitution, as the case may be;
(e) the person has the relevant interest by reason only that the person is
a bare trustee of a trust to which the share is subject.
(3) For the purposes of subsection (1)(e), a trustee may be a bare trustee
notwithstanding that he is entitled as a trustee to be remunerated out of the income or
property of the trust.
and who has a relevant interest in any shares issued by the company shall forthwith -
(i) the number and class of shares in which the relevant interest
has been acquired or the number and class of shares in
which the relevant interest was disposed of, as the case may
be;
(b) ensure that the particulars disclosed to the Board under paragraph
(a) are entered in the interests register.
157. Restrictions on share dealing by directors
(2) For the purposes of subsection (1), the fair value of shares or securities is to
be determined on the basis of all information known to the director or publicly
available at the time.
(3) Subsection (1) shall not apply in relation to a share or security that is
acquired or disposed of by a director only as a nominee for the company or a related
company.
Subject to the constitution of a company, the provisions set out in the Eighth
Schedule shall govern the proceedings of the Board.
(c) the directors may be paid all travelling, hotel and other expenses
properly incurred by them in attending any meetings of the Board
or in connection with the business of the company.
(2) Subject to subsections (5) to (10), the constitution may provide that the
Board, instead of the meeting of shareholders of a company, may, where the Board
considers that it is fair to the company, approve -
(3) Where the Board approves any payment under subsection (2), the Board
shall forthwith enter, or cause to be entered, in the interests register, if the company has
one, and in the minutes of directors’ meetings particulars of any such payment.
(4) Where a payment is made under subsection (2), any shareholders who -
(a) consider that the payment was not fair to the company; and
(b) hold between them not less than 10 per cent of the company’s
voting share capital,
may, within one month of the date on which the existence of the payment or other benefit
was first made known to shareholders, whether through the annual report, production of
the interests register to a shareholders meeting or otherwise, require the directors to call a
meeting of shareholders to approve the payment by way of ordinary resolution and to the
extent to which the payment is not approved by ordinary resolution, it shall constitute a
debt payable by the director to the company.
(b) enter into any guarantee or provide any security in connection with
a loan made by any person to any person referred to in
paragraph (a).
(7) Where a loan is made in breach of subsection (5) the loan shall be voidable
at the option of the company and the loan shall be immediately repayable upon being
avoided by the company, notwithstanding the terms of any agreement relating to the loan.
(a) the director shall be liable to indemnify the company for any loss or
damage resulting from the transaction; and
(i) the company has been indemnified under paragraph (a) for
any loss or damage suffered by it; or
(10) For the purposes of this section, “a related entity of a director” means a
company or corporation in which the director and any relative or relatives of the director
between them hold, by themselves or through nominees, voting interests that equal or
exceed 50 per cent or the Board or managing body of which is otherwise controlled by
such persons within the meaning of section 5.
(b) the degree of care, diligence and skill that a reasonably prudent
person would exercise in comparable circumstances.
(2) Where a director of a public company also holds office as an executive, the
director shall exercise that degree of care, diligence and skill which a reasonably prudent
and competent executive in that position would exercise.
(3) Subject to section 149 and without limiting any liability of a director
under section 143, where an officer commits a breach of any duty under this Part -
(a) the officer and every person who knowingly participated in the
breach shall be liable to compensate the company for any loss it
suffers as a result of the breach;
(b) the officer shall be liable to account to the company for any profit
made by the officer as a result of such breach; and
(c) any contract or other transaction entered into between the officer
and the company in breach of those duties may be rescinded by the
company.
(b) does not have a material personal interest in the subject matter of
the judgment;
(c) informs the company of the subject matter of the judgment to the
extent he reasonably believes to be appropriate; and
(d) reasonably believes that the judgment is in the best interests of the
company.
(5) The director’s or officer’s belief that the judgment is in the best interests of
the company shall be taken to be a reasonable one unless the belief is one that no
reasonable person in his position would hold.
(6) In this section “business judgment” means any decision to take or not take
action in respect of a matter relevant to the business operations of the company.
(a) that relates to liability for any act or omission in his capacity as a
director or employee; and
(5) Subsection (4) shall not apply to criminal liability or liability in respect of a
breach, in the case of a director, of the duty specified in section 143(1)(c).
(6) Subject to its constitution, a company may with the prior approval of the
Board, effect insurance for a director or employee of the company or a related company in
respect of -
(a) liability, not being criminal liability, for any act or omission in his
capacity as a director or employee;
the particulars of any indemnity given to, or insurance effected for, any director or
employee of the company or a related company.
“director” -
(1) A director of a company who believes that the company is unable to pay its
debts as they fall due shall forthwith call a meeting of the Board to consider whether the
Board should appoint a liquidator or an administrator.
(2) Where a meeting is called under this section, the Board shall consider
whether to appoint a liquidator or an administrator, or to carry on the business of the
company.
(3) Where -
(b) at the time of that failure the company was unable to pay its debts
as they fell due; and
(c) the company is subsequently placed in liquidation,
the Court may, on the application of the liquidator or of a creditor of the company, make
an order that the director shall be liable for the whole or any part of any loss suffered by
creditors of the company as a result of the company continuing to trade.
(4) Where -
(a) at a meeting called under this section the Board does not resolve to
appoint a liquidator or an administrator;
(b) at the time of the meeting there were no reasonable grounds for
believing that the company was able to pay its debts as they fell
due; and
the Court may, on the application of the liquidator or of a creditor of the company, make
an order that the directors, other than those directors who attended the meeting and voted
in favour of appointing a liquidator or an administrator, shall be liable for the whole or
any part of any loss suffered by creditors of the company as a result of the company
continuing to trade.
(5) This section shall not apply during the COVID-19 period and such further period, as the Registrar
may determine, after the COVID-19 period lapses.
THE COVID-19 (MISCELLANEOUS PROVISIONS) ACT 2020, Act No. 1 of 2020, G. Gazette No. 57 of 16 May 2020
(5) This section shall not apply during such period as may be prescribed.
THE FINANCE (MISCELLANEOUS PROVISIONS) ACT 2022 - Act No. 15 of 2022 Gazette No. 109 of 2 August 2022
Sub-Part G - Secretaries
163. Secretary
(1) Every company, other than a small private company or a company holding a
Category 2 Global Business Licence “an Authorised Company”, shall have one or more
secretaries each of whom shall, subject to section 164 be a natural person of full age
and capacity who shall
ordinarily be resident in Mauritius.
Amended Act no.11 of 2018, Government Gazette No. 71 of 9 August 2018
(b) certified that the person has the qualifications specified under
section 165.
(3) A person named as a secretary of the company in an application for
incorporation or in an amalgamation proposal shall hold office as a secretary from the
date of the incorporation of the company or the date the amalgamation proposal is
effective, until that person ceases to hold office in accordance with this Act or the
constitution of the company.
(4) Subject to the constitution of a company, the Board may appoint or remove
a secretary of the company.
(5) The office of the secretary shall not be left vacant for more than 3 months
at any time.
(6) Where the directors fail to appoint a secretary within the period of
3 months referred to in subsection (5), the Registrar or the Court may, on application by a
shareholder or director, order the company or its directors to appoint a secretary.
(8) The directors may, during any period that the office of secretary is vacant,
authorise any officer of the company to carry out all or any of the secretary’s duties.
(1) The Registrar may approve the appointment of a firm or corporation to act
as secretary provided that -
(a) at least one member of the firm or one director of the corporation is
ordinarily resident in Mauritius;
(b) the members of the firm, or the director of the corporation who
accepts responsibility for the work of the firm or corporation as
secretary are qualified to act as a secretary under section 165; and
(c) the Registrar is satisfied that the firm or corporation is a fit and
proper person to be appointed a company secretary.
(2) The Registrar may approve the firm or corporation for appointment as
secretary -
(3) The Registrar may revoke an approval given under subsection (2) but shall
not do so without first providing the firm or corporation with an opportunity to make
representations on the matter.
(3A) Subsections (1) to (3) shall not apply to a corporation which is a Foundation
registered under the Foundations Act.
(4) Any firm which is approved by the Registrar for the purposes of this
section shall keep the Registrar promptly informed of the names of all partners in the firm
and of any changes.
(a) a law practitioner, a legal consultant, a law firm, a member of one of the bodies
referred to in section 198(1);, a member of the Institute of Chartered Secretaries
and Administrators of the United Kingdom or a member of the Chartered Institute of
Management Accountants of United Kingdom; or
(b) a member of a professional association of company secretaries
approved by the Minister under section 111(2) of the Companies Act
1984 or by the Minister under subsection (2).
(2) The Minister may, for the purposes of subsection (1)(b), approve an
association of company secretaries and notify such approval in the Gazette.
(3) Subject to subsection (4) the Minister may revoke an approval granted
under subsection (2), or any approval given by the Minister under the Companies Act
1984, where he is satisfied that the association is not maintaining satisfactory standards in
the admission of its members or is failing to exercise effective supervision and discipline
of its members.
(4) The Minister shall not revoke the approval of any association which has
been approved under subsection (2) without first providing that association with an
opportunity to make representations.
(a) providing the Board with guidance as to its duties, responsibilities and
powers;
(d) certifying in the annual financial statements of the company that the
company has filed with the Registrar all such returns as are required of the
company under this Act;
(1) Where, during any accounting period of the company, the secretary resigns
or is removed from office, the company shall notify the Registrar within 28 days of such
resignation or removal.
(2) Where the secretary is removed, the secretary may require the company in
its annual financial statements relating to that accounting period, to include a statement
not exceeding a reasonable length, setting out the secretary’s statement as to the
circumstances that resulted in the removal.
(3) Where the secretary wishes to exercise the power referred to in subsection
(2), the secretary shall give written notice to that effect to the company not later
than the end of the accounting period in which the removal took place and
such notice shall include the statement referred to in subsection (2).
(5) Where, on the application of the company or any other person who claims to be
aggrieved by the secretary’s statement under subsection (2) being provided to
shareholders, the Court is satisfied that the rights conferred by this section are
being abused to secure needless publicity of defamatory matter, the Court may
order that the statement need not be included in the annual report or financial
statements and need not be provided to shareholders or be read out at the meeting,
and the Court may further order that the costs of the application be paid in whole or
in part by the secretary.
(1) No person shall provide any of the following services, as a business, unless he is
registered as a company service provider with the Registrar –
(a) acting as a formation agent of a legal person with a view to assisting another person to incorporate,
register or set up, as the case may be, a company, a foundation, a limited liability partnership or
such other entity as may be prescribed;
(b) acting, or causing for another person to act, as a director, as a secretary, as a partner or in any other
similar position, as the case may be, of a legal person such as a company, a foundation, a limited
liability partnership or such other entity as may be prescribed;
(d) acting, or causing for another person to act, as a nominee shareholder for another person.
(2) The Registrar may register a person as a company service provider, provided that –
(a) the person is ordinarily resident or has a place of business in Mauritius; and
(b) the Registrar is satisfied that the person is a fit and proper person to be a company service
provider.
(3) The Registrar shall not deregister a person as a company service provider unless the Registrar has given
the person an opportunity to make representations on the matter.
(4) Any company service provider shall keep the Registrar promptly informed of any change in its status.
(5) A Secretary referred to in section 164 and the holder of a management licence under section 77 of the
Financial Services Act that provides, as a business, any of the services specified in subsection (1) shall
not be required to be registered under this section. (Act No. 9 of 2019) Amended by the anti-money laundering and
combatting The financing of terrorism and proliferation (miscellaneous provisions) act 2019)
(7) A company service provider may, upon authorisation by the company for which it acts, provide to a
competent authority under section 190(6), the information specified in that section.
Amended Act no. 15 of 2021, Government Gazette No. 121 of 5 August 2021
PART XII - ENFORCEMENT
Sub-Part A - Injunctions
169. Injunctions
(1) The Court may, on an application under this section, make an order
restraining a company that, or a director of a company who, proposes to engage in
conduct that would contravene the constitution of the company or this Act from engaging
in that conduct.
(4) An order may not be made under this section in relation to a conduct or a
course of conduct that has been completed.
(5) The Court may, at any time before the final determination of an application
under subsection (1), make, as an interim order, any order that it is empowered to make
under that subsection.
(a) bring proceedings in the name and on behalf of the company or its
subsidiary; or
(c) any action already taken by the company or its subsidiary to obtain
relief;
(a) the company or related company does not intend to bring, diligently
continue or defend, or discontinue, the proceedings, as the case
may be; or
(4) Notice of the application shall be served on the company or its subsidiary.
The Court shall, on the application of the shareholder or director to whom leave
was granted under section 170 to bring or intervene in the proceedings, order that the
whole or part of the reasonable costs of bringing or intervening in the proceedings,
including any costs relating to any settlement, compromise, or discontinuance approved
under section 170, shall be met by the company unless the Court considers that it would be
unjust or inequitable for the company to bear those costs.
The Court may, at any time, make any order it thinks fit in relation to proceedings
brought by a shareholder or a director or in which a shareholder or director intervenes, as
the case may be, with leave of the Court under section 170, and without prejudice to the
generality of this section may -
(a) make an order authorising the shareholder or any other person to control
the conduct of the proceedings;
(d) make an order directing that any amount ordered to be paid by a defendant
in the proceedings shall be paid, in whole or part, to former and present
shareholders of the company or its subsidiary instead of to the company or
the related company.
(2) An action may not be brought under subsection (1) to recover any loss in
the form of a reduction in the value of shares in the company or a failure of the shares to
increase in value by reason only of a loss suffered, or a gain forgone, by the company.
(3) For the purposes of subsection (1), the duties set out in sections 94, 148
and 156 are duties owed to shareholders while the duties of directors set out in sections
143(1)(c), (e), (f), (h), (j), (k) and (m), 153, 160, 162, 193 and 194 are duties owed to the
company and not to shareholders.
Any shareholder of a company may bring an action against the company for
breach of a duty owed by the company to him as a shareholder.
(2) Where, on an application under this section, the Court considers that it is
just and equitable to do so, it may make such order as it thinks fit including, without
prejudice to the generality of this subsection, an order -
(h) setting aside action taken by the company or the Board in breach of
this Act or the constitution of the company.
(3) (a) No order may be made against the company or any other person under
subsection (2) unless the company or that person is a party to the proceedings in which the
application is made.
(3) (b) Where an order is made under this section the Court shall record on the
order the date and time at which the order is made.
(1) Notwithstanding this Act but subject to the order, where the Court makes
an order under section 178 altering or adding to the constitution of a company, the
constitution shall not, to the extent that it has been altered or added to by the Court, again
be altered or added to without the leave of the Court.
(3) The Board of the company shall, within 14 days of the making of an order
under section 44 altering, or adding to, the constitution of a company, ensure that a copy
of the order and the constitution as altered or added to is filed with the Registrar for
registration.
Sub-Part D - Ratification
(2) The purported exercise of a power that is ratified under subsection (1) shall
be deemed to be, and always to have been, a proper and valid exercise of that power.
of the company; or
(2) Nothing in subsection (1) shall limit or prevent a company from entering
into a contract or other enforceable obligation in writing under a common seal, where it
has one. (Amended Act No. 4 of 2017 – Govt Gazette no. 50 of 20.05.17)
(b) whether or not the law governing the contract or obligation is the
law of Mauritius.
182. Attorneys
(2) An act of the attorney in accordance with the instrument binds the
company.
(3) The law relating to powers of attorney shall apply, with the necessary
modifications, in relation to a power of attorney executed by a company to the same
extent as if the company was a natural person and as if the commencement of the
liquidation or, if there is no liquidation, the removal from the register, of the company was
the death of a person within the meaning of Part XI of the Companies Act 1984 and
Part XXVI of this Act.
(1) In this section and in sections 184 and 185, “pre-incorporation contract”
means-
(3) A contract that is ratified is as valid and enforceable as if the company had
been a party to the contract when it was made.
(a) that the company shall be incorporated within such period as may
be specified in the contract, or if no period is specified, then within
a reasonable time after the making of the contract; and
(b) that the company shall ratify the contract within such period as may
be specified in the contract, or if no period is specified, then within
a reasonable time after the incorporation of the company.
(3) Where, after its incorporation, a company enters into a contract in the same
terms as, or in substitution for, a pre-incorporation contract, not being a contract ratified
by the company under section 180, the liability of a person under subsection (1), including
any liability under an order made by a court for the payment of damages, shall be
discharged.
(1) A party to a pre-incorporation contract that has not been ratified by the
company after its incorporation may apply to the Court for an order -
(b) for any other relief in favour of that party relating to that property;
or
(2) The Court may, if it considers it just and equitable to do so, make any
order or grant any relief it thinks fit and may do so whether or not an order has been made
under section 184(2).
(a) observe the utmost good faith towards the company in any
transaction with it or on its behalf; and
(b) shall compensate the company for any loss suffered by it by reason
of his failure to exercise such good faith.
(1) (a) have a registered office in Mauritius to which all communications and notices
may be addressed and which shall constitute the address for service of legal
proceedings on the company; and
(b) cause its name and the word “Registered Office” to be permanently displayed
in a conspicuous place in legible romanised letters on the outside of its registered
office.
(2) Subject to section 188, the registered office of a company at a particular time is the
place that is described as its registered office in the register of companies at that time.
(3) The description of the registered office shall -
(b) where the registered office is at the offices of any firm of chartered
accountant, attorney at law, or any other person, state-
(1) Subject to the company’s constitution and to subsection (3), the Board of a
company may, at any time, change the registered office of the company.
(2) Notice, in a form approved by the Registrar, of the change shall be filed
with the Registrar for registration.
(3) The change of the registered office shall take effect on a date stated in the
notice not being a date that is earlier than 7 days after the notice is registered.
(1) Subject to the other provisions of this section, a company shall change its
registered office where it is required to do so by the Registrar.
(2) The Registrar may require a company to change its registered office by
notice in writing delivered or sent to the company at its registered office.
(a) state that the company is required to change its registered office by
a date specified in the notice, not being a date that is earlier than 28
days after the date of the notice;
(c) state that the company has the right to appeal to the Court under
section 16;
(4) A copy of the notice shall also be sent to each director of the company.
(b) where it appeals to the Court and the appeal is dismissed, within
7 days of the date of the decision of the Court.
(6) Where a company fails to comply with this section, every director and the
secretary of the company shall commit an offence and shall on conviction, be liable to a
fine not exceeding 200,000 rupees.
Sub-Part D - Company records
(1) Subject to subsection (4) and to sections 91(1) and 194, a company shall
keep at its registered office the records specified in subsection (2).
(e) certificates given by directors under this Act within the last 7 years;
(i) the accounting records required by section 193 for the current
accounting period and for the last 7 completed accounting periods
of the company;
(j) the share register required to be kept under section 91; and
(2A) The directors of a company shall, at all times and even where the company is removed from the register, ensure
that the records referred to in subsection (2) are kept for a period of at least 7 years from the date of the completion of
the transaction, act or operation to which it relates.
(3) The number of years specified in subsection (2)(b), (d), (e) and (g)
and the completed accounting periods specified in subsection (2)(h) and (i)
include such lesser number of years or accounting periods, as the case may be, as
the Registrar may approve
by notice in writing to the company.
(4) The documents specified in subsection (2) may be kept at any other
place in Mauritius, notice of which shall be given to the Registrar in
accordance with subsection (5).
(5) Where the company changes the place at which its records are
kept, it shall, within 14 days of the change, notify the Registrar in writing of the
place at which
the records are kept.
(6) (a) Notwithstanding any other enactment, a company shall authorise at least one officer, who
shall be ordinarily resident in Mauritius, to provide, upon request by any competent authority, all basic
information and beneficial ownership information of the company.
(b) A company shall, within 14 days of an authorisation under paragraph (a) or of any change of an
officer under paragraph (a), notify the Registrar, in such form as the Registrar may approve, the name and
particulars of the officer.
(c) In this subsection –
“basic information”, in relation to a company means –
(a) the company name, proof of incorporation, legal form and status, the address of its registered
office, basic regulating powers, a list of its directors; and
(b) a register of its shareholders or members, containing the names of the shareholders and
members and number of shares held by each shareholder and categories of shares, including the nature of the
associated voting rights;
“competent authority” –
(a)means a public body responsible to combat money laundering or terrorist financing; and
(2) The Board shall ensure that adequate measures exist to-
direct that the records need not be made available for inspection or restrict the inspection
of them in any manner it thinks fit.
(1) Subject to the other provisions of this section, the Board of a company
shall cause accounting records to be kept that -
(b) shall at any time enable the financial position of the company to be
determined with reasonable accuracy;
(a) entries of money received and spent each day and the matters to
which it relates;
(i) a record of goods bought and sold, except goods sold for
cash in the ordinary course of carrying on a retail business,
that identifies both the goods and buyers and sellers and
relevant invoices;
(b) where not kept in the English or French language, then the directors
shall cause to be made a true translation in the English or French
language of such accounting records at intervals of not more than 7
days and the translation shall be kept with the original accounting
records for so long as the original accounting records are required
to be retained under this Act.
(1) A company shall keep its accounting records in Mauritius, except where
the directors determine that the accounting records may be kept outside Mauritius and in
that event the provisions of subsection (2) shall apply.
(a) the company shall ensure that the accounts and returns for the
operations of the company that -
Sub-Part B - Auditors
(1) Subject to section 209 and to this section, a company shall, at each annual
meeting, appoint an auditor to-
(a) hold office from the conclusion of the meeting until the conclusion
of the next annual meeting; and
(b) audit the financial statements of the company and, if the company is
required to complete group financial statements, those group
financial statements, for the accounting period next after the
meeting.
(2) The Board of a company may fill any casual vacancy in the office of
auditor, but while the vacancy remains, the surviving or continuing auditor, if any, may
continue to act as auditor.
(3) Where -
(b) a casual vacancy in the office of auditor is not filled within one
month of the vacancy occurring,
(4) A company shall, within 7 days of the power becoming exercisable, give
written notice to the Registrar of the fact that the Registrar is entitled to appoint an auditor
under subsection (3).
(b) all or some of the partners including the partner who is ordinarily
resident in terms of paragraph (a) are qualified for appointment
under section 198;
(3) Where a partnership that includes persons who are not qualified to be
appointed as auditors of a company is appointed as auditor of a company, the persons who
are not qualified to be appointed as auditors shall not act as auditors of the company.
(4) Where a firm has been appointed as auditor of a company and the members
constituting the firm change by reason of the death, retirement, or withdrawal of a
member or by reason of the admission of a new member, the firm as newly constituted
shall, if it is not disqualified from acting as auditor of the company by virtue of
subsection (1), be deemed to be appointed under this section as auditor of the company
and that appointment shall be taken to be an appointment of all persons who are members
of the firm as newly constituted.
(1) A person shall not be appointed or act as auditor of a company other than a
small private company unless the person is -
(a) a member of -
(b) a person who possesses such qualifications as are, in the opinion of the
Minister, equivalent to those of a member of any body specified in
paragraph (a), hereinafter referred to as an “approved auditor” and
who is licensed under section 33 of the Financial Reporting Act; or
(2) (a) The Minister may delegate all or any of its powers under subsection
(1) to any person or body of persons charged with the responsibility
for the registration or control of accountants in Mauritius.
(b) Any person who is aggrieved by the decision of any person or body
of persons to whom the Minister has delegated all or any of its
powers under this section may appeal to the Minister who may, in
his discretion, confirm, reverse or vary the decision.
inquire into the conduct of an auditor and the Minister may, where he is satisfied that the
conduct of the auditor is such as to render him unfit to continue to discharge the function
of a qualified auditor, declare by notice in the Gazette that such person is no longer a
qualified auditor and on publication of the notice he shall cease to be a qualified auditor
under this Act.
(c) a small private company passes a resolution under section 209 that
no auditor shall be appointed; or
(d) the auditor has given notice to the company that he does not wish to
be reappointed.
(2) Where the directors do not appoint an auditor under subsection (1), the
company shall appoint the first auditor at a meeting of the company.
(1) A company shall not remove or appoint a new auditor in the place of an
auditor who is qualified for reappointment, unless-
(2) An auditor shall be entitled to be paid by the company reasonable fees and
expenses for making the representations to the shareholders.
(3) Where, on the application of the company or any other person who claims
to be aggrieved by the auditor’s representations being sent out or being read out at the
meeting of shareholders, the Court is satisfied that the rights conferred by subsection (1)
are being abused to secure needless publicity of defamatory matter, the Court may -
(a) order that the auditor’s representations shall not be sent out or shall
not be read at the meeting of shareholders;
(b) order the costs of the application to the Court to be paid in whole or
in part by the auditor.
(1) Where an auditor gives the Board of a company written notice that he does
not wish to be reappointed, the Board shall, if requested to do so by that auditor -
(2) An auditor may resign prior to the annual meeting by giving notice to the
company calling on the Board to call a special meeting of the company to receive the
auditor’s notice of resignation.
(3) Where a notice is given by an auditor under subsection (2), the auditor
may, at the time of giving his notice to the Board, request the Board to distribute a written
statement providing him or his representative with the opportunity to give an explanation
on the same terms as are set out in subsection (1).
(5) Where a notice of resignation is given by an auditor under this section, the
appointment of the auditor shall terminate at that meeting and the business of the meeting
shall include the appointment of a new auditor to the company.
(6) An auditor shall be entitled to be paid by the company reasonable fees and
expenses for making the representations to shareholders.
(1) The auditor of a company shall make a report to the shareholders on the
financial statements which have been audited.
(c) the existence of any relationship (other than that of auditor) which
the auditor has with, or any interests which the auditor has in, the
company or any of its subsidiaries, other than dealings with the
company in the ordinary course of business not involving
indebtedness to the company or a related company in an amount
exceeding 10,000 rupees;
(d) whether the auditor has obtained all information and explanations
that the auditor has required;
(f) whether, in the auditor’s opinion, the financial statements and any
group financial statements give a true and fair view of the matters
to which they relate, and where they do not, the respects in which
they fail to do so and whether the financial statements have been
prepared in accordance with the International Accounting
Standards; and
(g) whether, in the auditor’s opinion, the financial statements and any
group financial statements comply with section 211 or 214, as the
case may be, and where they do not, the respects in which they fail
to do so.
(2A) (a) Where an auditor practising on his own account makes the report
under subsection (1), he shall, under his signature, specify -
(b) Where an audit firm makes the report under subsection (1), its
signing partner shall, under his signature, specify-
(c) In paragraphs (a) and (b), “FRC” means the Financial Reporting
Council established under the Financial Reporting Act.
(3) The audit of the financial statements shall, in the case of a public company
or a private company other than a small private company, be carried out in accordance
with the International Standards on Auditing, and it shall be sufficient compliance with
this section if the auditor’s report complies with the International Standards on Auditing.
(1) The Board of a company shall ensure that an auditor of the company has
access at all times to the accounting records and other documents of the company.
(3) Where the Board of a company fails to comply with subsection (1), every
director shall commit an offence and shall, on conviction, be liable to a fine not exceeding
200,000 rupees.
(4) A director or employee who fails to comply with subsection (2) shall
commit an offence and shall, on conviction, be liable to a fine not exceeding
200,000 rupees.
(a) he did not have the information required in his possession or under
his control; or
(c) may be heard at a meeting of the shareholders which he attends on any part
of the business of the meeting which concerns him as auditor.
(1) The auditor of a borrowing company shall, within 7 days after furnishing
the company with any financial statements or any report, certificate or other document
which the auditor is required by this Act or by the agency deed to give to the company,
send a copy to every debenture holder’s representative.
(3) The auditor of a borrowing company shall at the request of the debenture
holder’s representative, furnish to the representative such further information relating to
the borrowing company as are within the auditor’s knowledge and which, in the opinion
of the auditor, are relevant to the exercise of the powers or duties conferred or imposed on
the representative by this Act or by the agency deed.
(1) Subject to subsection (5), a small private company need not appoint an
auditor or where it does appoint an auditor under subsection (5), that person need not be a
qualified auditor unless the resolution referred to in that subsection requires this.
(3) An auditor of a small private company may resign by written notice to the
directors.
(4) Where the auditor gives written notice to resign under subsection (3), the
directors shall call a meeting of shareholders or circulate a resolution to the shareholders
under section 116 as soon as practicable for the purpose of appointing an auditor in the
place of the auditor who desires to resign and on the appointment of another auditor, the
resignation shall take effect.
(5) Where at, or before the time required for the holding of the annual meeting
of a small private company, notice is given to the Board of the company, signed by a
shareholder who holds at least 5 per cent of the shares of the company, the company shall
appoint an auditor and such resolution shall cease to have effect at the next annual
meeting, and the auditor shall thereupon be re-appointed under section 200 unless the
shareholders by unanimous resolution agree not to appoint the auditor.
(1) The Board of every company shall ensure that, within 6 months “9 months or such further
period, as the Registrar may determine, after the COVID-19 period lapses” “6 months or such other period as
the Registrar may determine” after the balance sheet date of the company, financial statements that
comply with section 211 are –
THE COVID-19 (MISCELLANEOUS PROVISIONS) ACT 2020, Act No. 1 of 2020, G. Gazette No. 57 of 16 May 2020
THE FINANCE (MISCELLANEOUS PROVISIONS) ACT 2022 - Act No. 15 of 2022 Gazette No. 109 of 2 August 2022
shall come into operation on a date to be fixed by Proclamation.
(a) completed in relation to the company at its balance sheet date; and
(2) The Registrar may, where he considers it appropriate to do so, extend the
period of 6 months specified in subsection (1).
(1) Subject to the other provisions of this section, the financial statements of a
company shall present fairly the financial position, financial performance and where
stated the cash flow of the company.
(2) The financial statements shall, in the case of public companies and private
companies -
(3) The financial statements of a small private company shall comply with any
regulations made under this Act or any accounting standards issued or any regulations
made under the Financial Reporting Act 2004 which prescribe the form and content of
financial statements for small private companies.
The Board of a company that has, on the balance sheet date of the company, one or
more subsidiaries, shall, in addition to complying with section 210, ensure that, within 6
months after the balance sheet date, it complies with IFRS in relation to the presentation of
group financial statements.
(1) Subject to the other provisions of this section, a company shall present its
financial statements in Mauritius currency.
(2) The Registrar may approve the presentation by a company of its financial
statements in a foreign currency where the Registrar is satisfied -
(3) Where approval is given by the Registrar under subsection (2), the
company shall provide in a note to the balance sheet a statement of the average exchange
rate on balance sheet date as provided by the Bank of Mauritius.
(4) A company which, with the approval of the Registrar, presents its financial
statements in a foreign currency shall not revert to presentation of its financial statements
in Mauritius currency, or any other foreign currency without first obtaining the further
approval of the Registrar and where such approval is given, the company shall state in a
note to the accounts the reason for the change in the currency in which the financial
statements are presented.
(1) Subject to the other provisions of this section, the group financial
statements of a group shall present fairly the financial position, financial performance and
where stated the cash flow of the group.
(2) The financial statements of a group shall, in the case of public companies
and private companies -
(b) comply with any requirements which apply to the group financial
statements of public companies and private companies under any
other enactment.
(3) The financial statements of the group shall, in the case of a small private
company, comply with any regulations made under this Act or any accounting standards
issued or regulations made under the Financial Reporting Act 2004 which prescribe the
form and content of group financial statements of small private companies.
(a) in the case where the balance sheet date of a subsidiary company is
different from the balance sheet date of its parent company, the
financial statements of the subsidiary company may be
incorporated into the group financial statements provided that the
difference between the reporting dates does not exceed 3 months;
or
(b) in any other case, the group financial statements shall incorporate
the interim financial statements of the subsidiary completed in
respect of a period that is the same as the accounting period of the
company.
(6) Subject to subsections (2) and (4), group financial statements shall
incorporate the financial statements of every subsidiary of the company.
(2) The copies filed with the Registrar under this section shall be certified to
be correct copies by two directors of the company, or, where the company has only one
director, by that director.
(3) Subject to subsections (3A) and (3B), a small private company”;shall file with
the Registrar for registration with the annual return required to be registered under section 223
, a financial summary
containing the information set out in the Ninth Schedule or the financial statements in accordance with
section 211
(3A) An enterprise, not having net assets or having net assets not exceeding 50 million rupees
or such other amount as may be prescribed, and which has an annual turnover not
exceeding 20 million rupees, incorporated as a company under this Act and registered
under the Small and Medium Enterprises Development Authority Act on or after
2 June 2015
–(a) shall be exempt from filing with the Registrar for registration its financial summary
for a period of 8 years from the date of its incorporation;
(b) after the expiry of the period referred to in paragraph (a), may file with the Registrar
for registration a financial summary prepared on a cash basis showing a profit and loss
statement only.
(3B) A small private company which has an annual turnover not exceeding
20 million rupees “100 million rupees” may file with the Registrar for registration a financial
summary prepared on a cash basis showing a profit and loss statement only.
THE FINANCE (MISCELLANEOUS PROVISIONS) ACT 2022 - Act No. 15 of 2022 Gazette No. 109 of 2 August 2022
(4) A company holding a Category 1 Global Business Licence shall file its
financial statements and auditors’ report with the Commission.
Amended Act no.11 of 2018, Government Gazette No. 71 of 9 August 2018
(5) Where the audited financial statements are filed with the Commission
under subsection (4), the Commission shall give notice to that effect to the Registrar.
(6) Every company required to file with the Registrar financial statements and the
auditor’s report under subsection (1) shall, at the same time, file a copy of the annual report
required to be sent to shareholders.
(1) In this Act, the term “balance sheet date”, in relation to a company, means
such date as the Board of the company has adopted as the company’s balance sheet date
and notified to the Registrar under subsection (7).
(2) Subject to subsections (3) and (4), a company shall have a balance sheet
date in each calendar year.
(3) A company may not have a balance sheet date in the calendar year in
which it is incorporated where its first balance sheet date is in the following calendar year
and is not later than 18 months after the date of its formation or incorporation.
(4) Where a company changes its balance sheet date, it may not have a balance
sheet date in a calendar year if -
(a) the period between any two balance sheet dates does not exceed 18
months; and
(b) the Registrar approves the change of balance sheet date before it is
made.
(5) The Registrar may approve a change of balance sheet date for the purposes
of subsection (4) with or without conditions.
(6) Where a company changes its balance sheet date, the period between any
two balance sheet dates shall not exceed 18 months.
(7) Where a company adopts a balance sheet date other than the 30th day of
June, or changes its balance sheet date, it shall forthwith give notice of the balance sheet
date of the company to the Registrar and upon receipt of that notice by the Registrar, the
adoption or change of the balance sheet date shall have effect.
(8) The Board of a company shall ensure that, unless in the Board’s opinion
there are good reasons against it, the balance sheet date of each subsidiary of the company
is the same as the balance sheet date of the company.
(9) Where the balance sheet date of a subsidiary of a company is not the same
as that of the company, the balance sheet date of the subsidiary for the purposes of any
particular group financial statements shall be that preceding the balance sheet date of the
company.
(1) In this Act, the term “financial statements”, in relation to a company and
its balance sheet date, means -
(a) a balance sheet for the company as at the balance sheet date; and
together with any notes or documents giving information relating to the balance sheet or
income statement, including a statement of accounting policies.
(2) The financial statements shall, in the case of companies which are required
to comply with the International Accounting Standards, also include -
(a) a statement of changes in equity between its last two balance sheet
dates; and
(3) In this Act, the term “group financial statements”, in relation to a group
and its balance sheet date, means -
(a) a consolidated balance sheet for the group as at that balance sheet
date; and
together with any notes or documents giving information relating to the balance sheet or
income statement including a statement of accounting policies.
(4) The group financial statements shall, in the case of companies which are
required to comply with the International Accounting Standards, also include -
(1) Subject to subsections (2) and (3), the Board of every company shall,
within 6 months after the balance sheet date of the company, prepare an annual report on
the affairs of the company during the accounting period ending on that date.
(1) Subject to subsection (2), the Board of a company shall cause a copy of the
annual report to be sent to every shareholder of the company not less than 14 days before
the date fixed for holding the annual meeting of the shareholders.
(2) The Board of a company shall not be required to send an annual report to a
shareholder where -
(a) the shareholder has given notice in writing to the company waiving
the right to be sent a copy of the annual report or copies of annual
reports of the company generally; and
(3) A public company shall deliver a copy of its annual report to the Registrar
for registration at the same time as it delivers its financial statements to the Registrar
under section 215.
(a) the financial statements for the most recent accounting period completed and signed in
accordance with section 210 and any group financial statements for the most recent
accounting period completed and signed in accordance with section 210 and 212
respectively;
(b) any auditor’s report on those financial statements and any group
financial statements.
221. Contents of annual report
(1) Every annual report for a company shall be in writing and be dated and,
subject to subsection (3) shall –
Amended Act no. 15 of 2021, Government Gazette No. 121 of 5 August 2021
(ba) include a report on corporate governance referred to in the Financial Reporting Act;
(bb) where a parent company, other than an investment entity as defined in the International
Financial Report Standards (IFRS) has not presented a consolidated financial statement in
Mauritius on grounds of an exemption under the IFRS, include a statement that the
consolidated financial statements in Mauritius of the intermediate parent company or ultimate
beneficial owner are in compliance with the IFRS and are available for public use; (Amended
Act No. 10 of 2017 Government Gazette No. 70 of 24.07.17)
(d) state particulars of entries in the interests register made during the
accounting period;
(e) state, with respect to the accounting period, the amount which
represents the total of the remuneration and benefits received, or
due and receivable, from the company by -
(ii) in a separate statement, non-executive directors of the company, (Amended by the Business
Facilitation (Miscellaneous Provisions) Act 2019 -Act No 14 of 2019)
non-executive directors of the company, in a separate statement; and
(Amended by the Business Facilitation (Miscellaneous Provisions) Act 2019 -Act No 14 of 2019)
(iii) each director individually; (Amended by the Business Facilitation (Miscellaneous Provisions) Act 2019 -Act
No 14 of 2019)
(ea) state, in the case of a holding company, with respect to the accounting
period, the amount which represents the total of the remuneration and
benefits received, or due and receivable, from the holding company and
from its subsidiaries by -
(f) state the total amount of donations made by the company and any
subsidiary during the accounting period;
(g) state the names of the persons holding office as directors of the company
as at the end of the accounting period and the names of any persons who
ceased to hold office as directors of the company during the accounting
period;
(h)
state the amounts payable by the company to the person or firm holding
office as auditor of the company as audit fees and, as a separate item, fees
payable by the company for other services provided by that person or
firm; and
Amended Act no.11 of 2018, Government Gazette No. 71 of 9 August 2018
(j) disclose any major transaction as defined under section 130 (2).
Amended Act no.11 of 2018, Government Gazette No. 71 of 9 August 2018
(a) the term of the director’s service contract with its date of expiry;
(2A) A company that is required to include group financial statements in its annual report shall include, in
relation to each of its subsidiaries, the information specified in subsection (1)(d), (f), (g), (h) and (j).
THE FINANCE (MISCELLANEOUS PROVISIONS) ACT 2022 - Act No. 15 of 2022 Gazette No. 109 of 2 August 2022
shall come into operation on a date to be fixed by Proclamation
(4) The annual report of a company need not comply with any of the
paragraphs (a), and (d) to (i) of subsection (1) where all the shareholders agree that the
report need not do so and any such agreement shall be noted in the annual report.
(5) Subsection (4) shall not apply to an entity specified in the First Schedule to the Financial Reporting
Act.
Amended Act no. 15 of 2021, Government Gazette No. 121 of 5 August 2021
(b) registered under the Small and Medium Enterprises Development Authority Act,
on or after 2 June 2015, for a period of 8 years from the date of its incorporation.
(1B) A small private company which has an annual turnover not exceeding 20
million rupees “100 million rupees” shall not be required to file with the
Registrar an annual return, unless there is a change in its shareholding or in
the composition of the board of directors or any other particulars in relation
thereto.
THE FINANCE (MISCELLANEOUS PROVISIONS) ACT 2022 - Act No. 15 of 2022 Gazette No. 109 of 2 August 2022
(2) Subject to subsection (3), the annual return shall be completed and filed with the Registrar
within 28 days of the date of the annual meeting of the company or where section 117
applies, the date by which the company is required to complete the entries in its minute
book relating to the matters which are required to be done at an annual meeting.
(3) A company which keeps a branch register outside Mauritius shall comply with the
requirements of subsection (2) within 8 weeks after the dates referred to in subsection
(2).
(5) The annual return shall contain the matters specified in the Tenth Schedule provided that where
the matters required to be stated are in each case unchanged from the last preceding annual return,
the company may present a “No change Return” in which it is certified by a director or secretary
of the company that there is no change with respect to any of the matters stated from the last
preceding annual return.
(6) A company may not make an annual return in the calendar year of its
incorporation.
shall not, unless the Registrar otherwise directs, be required to include a list of members
with the annual return where a certificate by the secretary is included that the company is
of a kind to which this subsection applies.
(1) The Board of a company may make a written application to the Registrar
for an order relieving the directors from any requirement of sections 211, 214, 215, 221
and 223 relating to the form or content of financial statements or consolidated or group
financial statements or to the form or content of the annual report and the form and
content of the annual return, and the Registrar may, subject to subsection (3), make an
order subject to such conditions as the Registrar thinks fit to impose, including a condition
that the directors shall comply with such other requirements relating to the form or
content of the accounts, reports or statements as the Registrar thinks fit.
(2) The Registrar may, where he thinks fit, make an order in respect of a
specified class of companies relieving the directors of a company in that class from
compliance with any requirement of the provisions specified in subsection (1) and the
order may be made subject to any condition specified in that subsection.
(3) The Registrar shall not make an order under subsection (1) unless the
Registrar is of the opinion that compliance with the requirements of this Act would render
the accounts or consolidated accounts or report, as the case may be, misleading or
inappropriate to the circumstances of the company, or would impose unreasonable
burdens on the company, or any officer of the company.
(1) A company shall keep the records specified in subsection (2) and make
them available for inspection in the manner specified in section 227 by a person who
serves written notice on the company of his intention to inspect the records.
(e) the registered office and address for service of the company; and
(1) A company shall, in addition to the records available for public inspection,
keep the records specified in subsection (2) and make them available for inspection, in the
manner specified in section 227, by a shareholder of the company, or by a person
authorised in writing by a shareholder for the purpose, who serves on the company written
notice of intention to inspect the records.
(2) The records to be made available for inspection under subsection (1)
shall be -
(1) Documents which may be inspected under section 225 or 226 shall be
available for inspection at the place at which the company’s records are kept between the
hours of 9.00 a.m. and 5.00 p.m. on each working day during the inspection period.
(2) In this section, the term “inspection period” means the period commencing
on the third working day after the day on which notice of intention to inspect is served on
the company by the person or shareholder concerned and ending with the eighth working
day after the day of service.
A person may require a copy of, or extract from, a document which is available for
inspection by that person under section 225 or 226 to be sent to him -
(a) within 7 days after he has made a request in writing for the copy or extract;
and
(b) where that person has paid a reasonable copying and administration fee
prescribed by the company.
PART XV - INVESTIGATIONS
he may, by notice published in the Gazette, designate the company or foreign company to
be a declared company.
(1) The Registrar shall require an inspector to investigate the affairs of every
declared company and to make a report on his investigation in such form and manner as
the Registrar may direct.
(3) Where the Minister is of the opinion that the whole or any part of the
expenses of and incidental to the investigation should be paid or refunded -
(4) Where a direction is made for the payment of the whole or part of the
expenses by a company and the company is in liquidation or subsequently goes into
liquidation the expenses shall, for the purposes of section 283 of the Companies Act 1984,
be part of the costs and expenses of the winding up.
require an inspector to investigate the affairs of a company or such aspects of the affairs
of a company as are specified in the instrument of appointment and in the case of a
debenture agency deed, the conduct of the debenture holders' representative, and to make
a report on his investigation in such form and manner as the Registrar may direct.
(1) An inspector who makes an investigation under section 231 or 232 may,
and if so directed by the Registrar shall, make interim reports to the Registrar.
(2) Subject to section 236(3), a copy of the inspector's final report shall be
forwarded to the Registrar and to the registered office of the company, and a further copy
shall, at the request of the authority who requested the designation for the declared
company under section 230(c) or an applicant under section 232, be delivered to the
authority or the applicant, as the case may be.
(3) The Registrar may, where he is of the opinion that it is necessary in the
public interest to do so, cause the report to be published.
(b) for the recovery of any property of the company which has been
misapplied or wrongly retained,
the Registrar may bring proceedings for that purpose in the name of the company.
(5) Where from a report of an inspector it appears that any qualified auditor -
the Registrar shall refer that matter to the Minister who may take action under
section 199(3).
(6) Where from a report of an inspector it appears to the Registrar that in the
case of any public company or private company other than a small private company -
(2) On the conclusion of the investigation, the inspector shall report his
opinion in such manner and to such persons as the company in meeting of shareholders
directs.
Where an inspector thinks it necessary for the purposes of the investigation of the
affairs of a company to investigate the affairs of a related corporation, he may, with the
Registrar's written consent, investigate the affairs of that corporation.
(ii) any other matter relating to the corporation for the purpose
of determining the true persons who are or have been financially
interested in the success or failure, real or apparent, of a
corporation or able to control or materially
influence its policy, and to make a report on his investigation in such form and
manner as the Registrar may direct.
(3) Where the Registrar is of opinion that there is good reason for not
divulging the contents of the report or of any part thereof, he shall not be bound to furnish
the corporation or any other person with a copy of a report by an inspector making an
investigation under this section.
(2) An inspector may by written notice require any person concerned to appear
for examination on oath in relation to the business of a corporation and the notice may
require the production of every book in the custody, control or possession of the person
concerned.
(b) may retain the book for such time as he considers necessary for the
purpose of the investigation; and
(c) shall, where the book is in his possession, permit the corporation to
have access, at all reasonable times to the book.
(b) Where the person concerned claims that the answer to a question
might incriminate him and, but for this subsection, he would have
been entitled to refuse to answer the question, the answer to the
question shall not be used in any subsequent criminal proceedings,
except in the case of a charge against him for making a false
statement in answer to that question.
(6) An inspector may cause notes of any examination under this Part to be
recorded and reduced to writing and to be read to or by and signed by the person
examined and the notes may, subject to subsection (5)(b), thereafter be used in evidence
in any legal proceedings against that person.
(7) Any person who fails to comply with subsection (1) or (2) shall commit an
offence and shall, on conviction, be liable to a fine not exceeding 100,000 rupees.
(2) Where a company fails to pay the whole or any part of the sum which it is
liable to pay under subsection (1), the applicant shall make good the deficiency up to the
amount by which the security given by him under this part exceeds any amount which he
has been directed to pay under subsection (1).
(3) Any balance of the expenses not paid either by the company or the
applicant shall, following reasonable steps to recover the same, be paid out of the
Consolidated Fund.
A copy of the report of an inspector certified as a true copy by the Registrar shall
be admissible in any legal proceedings as evidence of the opinion of the inspector and of
the facts on which his opinion is based in relation to any matter contained in the report.
(b) by the holder or any other person in respect of any bill of exchange or
promissory note made, drawn or accepted by or issued, transferred,
negotiated or endorsed by or to the company unless the holder or other
person -
(ii) was not at the time of the negotiation, transfer, issue, endorsement
or delivery or at any time within three years before that time a
member, officer, person concerned or employee or the wife or
husband of a shareholder, officer, person concerned or employee.
(1) Subject to subsection (2), where the Registrar is of opinion that there is
reasonable ground to investigate the ownership of any shares or debentures of any
corporation including a banking company, but that it is unnecessary to require an
inspector to make an investigation for that purpose, he may require any person whom he
has reasonable ground to believe-
to give him any information which he has or can reasonably be expected to obtain as to
the present and past interests in those shares or debentures and the names and addresses of
the persons interested and of any persons who act or have acted on their behalf in relation
to the shares or debentures.
(2) Nothing in subsection (1) shall, subject to the Banking Act 2004 , require a
banking company to disclose to the Registrar any information as to the affairs of a
customer other than a company of which it is the banker.
(a) any transfer of those shares or any exercise of the right to acquire
or dispose of those shares or in the case of unissued shares any
transfer of the right to be issued therewith and any issue thereof,
shall be void;
(b) no voting rights shall be exercisable in respect of those shares;
(2) Where the Registrar directs that shares shall cease to be subject to the
restrictions specified in subsection (1) and the notice is expressed to be made with a view
to permitting a transfer of those shares, he may direct that subsection (1)(c) and (d) shall
continue to apply in relation to those shares, either in whole or in part, so far as those
paragraphs relate to a right acquired or an offer made before the transfer.
Where -
(b) the Registrar is of the opinion that, in connection with that investigation, it
is expedient that an investigation be made in Mauritius,
the Registrar may, by public notice, direct that the inspector so appointed shall have the
same powers and duties in Mauritius in relation to the investigation as if the corporation
were a declared company.
244. Amalgamations
Two or more companies may amalgamate, and continue as one company, which
may be one of the amalgamating companies, or may be a new company.
(1) An amalgamation proposal shall set out the terms of the amalgamation, and
in particular -
(a) the name of the amalgamated company where it is the same as the
name of one of the amalgamating companies;
(c) the full name, the usual residential address and the service address
of the director or directors and the secretary of the amalgamated
company;
(f) the manner in which the shares of each amalgamating company are
to be converted into shares of the amalgamated company;
(3) Where the shares of one of the amalgamating companies are held by or on
behalf of another of the amalgamating companies, the amalgamation proposal -
(a) shall provide for the cancellation of those shares without payment
or the provision of other consideration when the amalgamation
becomes effective;
(b) shall not provide for the conversion of those shares into shares of
the amalgamated company.
(2) The directors who vote in favour of a resolution under subsection (1) shall
sign a certificate stating that, in their opinion, the conditions set out in that subsection are
satisfied, and the grounds for that opinion.
(3) The Board of each amalgamating company shall send to each shareholder
of the company, not less than 28 days before the amalgamation is proposed to take effect -
(e) a statement setting out the rights of shareholders under section 108;
(4) The Board of each amalgamating company shall, not less than 28 days
before the amalgamation is proposed to take effect -
(1) A company and one or more other companies that is or that are directly or
indirectly wholly owned by it may amalgamate and continue as one company (being the
company first referred to) without complying with section 245 or 246 where -
(3) The Board of each amalgamating company shall, not less than 28 days
before the amalgamation is proposed to take effect, give written notice of the proposed
amalgamation to every secured creditor of the company.
(6) A director who fails to comply with subsection (5) shall commit an offence
and shall, on conviction, be liable to the penalty set out in section 330(1).
(1) On receipt of the documents under section 248, the Registrar shall
forthwith -
(2) Where the name is the same as one of the amalgamating companies, the
amalgamated company shall have the name specified in the amalgamation proposal.
(3) Subject to subsections (4) and (5), the Registrar shall remove from the
register all the amalgamating companies, other than the amalgamated company retained
under subsection (2).
(4) The property, rights, powers, and privileges of each of the amalgamating
companies which have been removed from the register under subsection (3) shall continue
to be the property, rights, powers and privileges of the amalgamated company.
(5) The amalgamated company shall continue to be liable for all the liabilities
and obligations of each of the amalgamating companies and all pending proceedings by,
or against, an amalgamating company shall be continued by, or against, the amalgamated
company.
(7) Any provisions of the amalgamation proposal that provide for the
conversion of shares or rights of shareholders in the amalgamating companies shall have
effect according to their tenor.
251. Registers
(2) Subject to subsection (3), the presentation to the Registrar or any other
person referred to in subsection (1) of any instrument, whether or not comprising an
instrument of transfer, by the amalgamated company -
shall, in the absence of evidence to the contrary, be sufficient evidence that the property
has become the property of the amalgamated company.
(3) Where any security issued by any person or any rights or interests in
property of any person become, by virtue of this Part of this Act, the property of an
amalgamated company, that person, on presentation of a certificate signed on behalf of
the Board of the amalgamated company, stating that, that security or any such rights or
interests have, by virtue of this Part, become the property of the amalgamated company,
shall, notwithstanding any other enactment or rule of law or the provisions of any
instrument, register the amalgamated company as the holder of that security or as the
person entitled to such rights or interests, as the case may be.
(1) Where the Court is satisfied that giving effect to an amalgamation proposal
would unfairly prejudice a shareholder or creditor of an amalgamating company or a
person to whom an amalgamating company is under an obligation, it may, on the
application made by the person at any time before the date on which the amalgamation
becomes effective, make any order it thinks fit in relation to the proposal, and may,
without limiting the generality of this subsection, make an order -
(2) An order made under subsection (1) may be made on such conditions as
the Court thinks fit.
In this Part -
“creditor” includes -
(a) a person who, in a liquidation, is entitled to claim in accordance
with section 282 of the Companies Act 1984 that a debt is owing to
that person by the company; and
(1) Any of the persons specified in subsection (2) may propose a compromise
under this Part where he has reason to believe that a company is, or is likely to be, unable
to pay its debts within the meaning of section 2(11) of the Companies Act 1984.
(d) with the leave of the Court, any creditor or shareholder of the
company.
(3) Where the Court grants leave to a creditor or shareholder under subsection
(2) (d), the Court may make an order directing the company to supply to the creditor or
shareholder, within such time as may be specified, a list of the names and addresses of the
company’s creditors showing the amounts owed to each of them or such other information
as may be specified to enable the creditor or shareholder to propose a compromise.
(1) The proponent shall compile, in relation to each class of creditors of the
company, a list of creditors known to the proponent who would be affected by the
proposed compromise, setting out-
(2) The proponent shall give to each known creditor, the company, any
receiver or liquidator, and deliver to the Registrar for registration -
(b) a statement -
(i) containing the name and address of the proponent and the
capacity in which the proponent is acting;
(ii) containing the address and telephone number to which
inquiries may be directed during normal business hours;
(iii) setting out the terms of the proposed compromise and the
reasons for it;
(b) where there is more than one class of creditors, on all creditors of
that class to whom notice of the proposal was given under
section 255.
(4) The proponent shall give written notice of the result of the voting to each
known creditor, the company, any receiver or liquidator, and the Registrar.
(2) The provisions of this Part shall apply to any compromise that is varied in
accordance with this section.
(1) On the application of the proponent or the company, the Court may -
(b) order that, during a period specified in the order, beginning not
earlier than the date on which notice was given of the proposed
compromise and ending not later than 14 days after the date on
which notice was given of the result of the voting on it -
(2) Nothing in subsection (1)(b) affects the right of a secured creditor during
that period to take possession of, realise, or otherwise deal with, property of the company
over which that creditor has a charge.
(c) in the case of a creditor who voted against the compromise, the
compromise is unfairly prejudicial to that creditor, or to the class of
creditors to which that creditor belongs,
the Court may order that the creditor shall not be bound by the compromise or make such
other order as it thinks fit.
(4) An application under subsection (3) shall be made not later than 14 days
after the date on which notice of the result of the voting was given to the creditor.
(c) with the leave of the Court, any creditor or shareholder of the
company,
make such order as the Court thinks fit with respect to the extent, if any, to which the
compromise shall, where the company is put into liquidation, continue in effect and be
binding on the liquidator of the company.
(2) Where a compromise is approved under section 256 and the company is
subsequently put into liquidation, the Court may, on the application of -
(c) with the leave of the Court, any creditor or shareholder of the
company,
make such order as the Court thinks fit with respect to the extent, if any, to which the
compromise shall continue in effect and be binding on the liquidator of the company.
Unless the Court orders otherwise, the costs incurred in organising and conducting a
meeting of creditors for the purpose of voting on a proposed compromise -
(c) where incurred by any other person, are a debt due to that person by the
company and, where the company is put into liquidation, are payable in the
order of priority required in the liquidation.
In this Part -
“company” means-
(a) a company within the meaning of section 2;
“creditor” includes -
(2) Before making an order under subsection (1), the Court may, on the
application of the company or any shareholder or creditor or other person who appears to
the Court to be interested, or of its own motion, make any one or more of the orders
specified in subsection (3).
(e) an order specifying the persons who shall be entitled to appear and
be heard on the application to approve the arrangement or
amalgamation or compromise.
(4) An order made under this section shall have effect on and from the date
specified in the order.
(5) The Board of the company shall, within 14 days of an order made by the
Court, ensure that a copy of the order is filed with the Registrar for registration.
(1) Subject to section 262, the Court may, for the purpose of giving effect to
any arrangement or amalgamation or compromise approved under that section, either by
the order approving the arrangement or amalgamation or compromise, or by any
subsequent order, provide for, and prescribe terms and conditions relating to -
(e) the provisions to be made for persons who voted against the
arrangement or amalgamation or compromise at any meeting called
in accordance with any order made under subsection (2) of that
section or who appeared before the Court in opposition to the
application to approve the arrangement or amalgamation or
compromise; or
(f) such other matters that are necessary or desirable to give effect to
the arrangement or amalgamation or compromise.
(2) Within 14 days of an order being made by the Court, the Board of the
company shall ensure that a copy of the order is filed with the Registrar for registration.
(b) approve a compromise under section 262 even though the compromise
could be approved under Part XVII;
The provisions of section 259 shall apply with such modifications as may be
necessary in relation to any compromise approved under section 263.
(b) all its members agree in writing to the conversion and to the
voluntary surrender to the company for cancellation of all the
shares held by them immediately before the conversion;
(d) the total liability of the members to contribute to the assets of the
company, in the event of its being wound up, is not less than 10,000
rupees.
(2) Where -
are filed, the Registrar shall, subject to the other provisions of this Act, issue a certificate
of the conversion.
(b) operate so that all shares are deemed to have been validly
surrendered and cancelled notwithstanding anything in Part VII;
(c) have effect so that every member who has not agreed to contribute
to the assets of the company in the event of its being wound up
shall cease to be a member; and
(3) Where a company has complied with subsection (1) or (2), the Registrar
shall, subject to the other provisions of this Act, issue to the company a new certificate
confirming the conversion and cancel the previous certificate of incorporation.
(b) not affect the identity of the company or any right or obligation of
the company or render defective any proceedings by or against the
company.
(1) A public company that has not for the time being more than 25 members 50 members
may convert to a private company by filing with the Registrar –
Amended Act no. 15 of 2021, Government Gazette No. 121 of 5 August 2021
(3) Where a company has complied with subsection (1) or (2), the Registrar
shall issue to the company a new certificate , in such form as the Registrar may
determine,”;confirming the conversion and cancel the previous certificate of incorporation.
(b) not affect the identity of the company or any right or obligation of
the company or render defective any proceedings by or against the
company.
(1) (a) Subject to subsection (2), Part VII, sections 91(3)(b) and (c), 92(1) and
(3), 95, 108 to 113, 154 to 157, Part XVI and section 223(5) shall not apply to a
company limited by guarantee without a share capital.
(b) Section 270(a) shall not apply to a company limited by guarantee or
a company limited byboth shares and guarantee.
Amended Act no. 15 of 2021, Government Gazette No. 121 of 5 August 2021
(2) The provisions of this Act other than those referred to in subsection (1)
shall apply to a company limited by guarantee without a share capital with all necessary
modifications, as if -
(5) (a) A company limited by shares and guarantee may apply to the
Registrar to be converted into a company limited by shares.
(6) The Registrar may undertake outreach and educational programmes to raise and deepen
awareness among companies limited by guarantee and the donor community on the potential
vulnerabilities of the sector to terrorism financing abuse and terrorism financing risks and the measures
that they can take to protect themselves against such abuse.
(7) The Registrar may share, with Mauritian and foreign law enforcement agencies and
institutions involved in the prevention of money laundering and combating of terrorism financing
and proliferation financing, information which he obtains on companies limited by guarantee
pursuant to this Act.
Amended Act no. 15 of 2021, Government Gazette No. 121 of 5 August 2021
(a) shall not have more than 25 50, (Amended by the Finance (Miscellaneous
Provisions) Act 2019 -Act No 13 of 2019) shareholders provided that where two or more
of its shareholders hold one or more shares jointly they shall be deemed to be one
shareholder and provided further that, in computing the number of 25 50, (Amended by
the Finance (Miscellaneous Provisions) Act 2019 -Act No 13 of 2019), no account shall be
taken of persons who are in the employment of the company, and who, having been
formerly in the employment of the company were while in that employment and
have continued, after the determination of that employment, to be members of the
company;
(b) shall not make any offer to the public to subscribe for its shares or
debentures;
(c) may provide in its constitution that the right to transfer its shares is
restricted;
(g) which is a small private company shall not, pursuant to section 209,
be required to appoint an auditor;
(i) which is a small private company shall not, pursuant to section 211,
be required to prepare and present its accounts in accordance with
the International Accounting Standards;
(2) The provisions of this Act which require any matter to be entered in the
interests register shall not apply to a private company while a resolution under subsection
(1) is in force.
(3) A resolution under subsection(1) shall cease to have effect where any
shareholder gives notice in writing to the company that he requires the company to keep
an interests register.
272. Unanimous agreement by shareholders
(b) the provisions of this Act referred to in the Eleventh Schedule shall
not apply in relation to that action.
(2) Without limiting the matters which may be agreed to or concurred in under
subsection (1), that subsection shall apply where all the shareholders of a private company
agree to or concur in -
(d) the giving of financial assistance by a company for the purpose of,
or in connection with, the purchase of shares in the company;
(h) the ratification after the event of any action which could have been
authorised under this section.
(3) Where -
(a) the shareholder received the distribution in good faith and without
knowledge of the company's failure to satisfy the solvency test;
(b) the shareholder has altered his position in reliance on the validity of
the distribution; and
(5) Where reasonable grounds did not exist for believing that the company
would satisfy the solvency test after the making of a distribution which is deemed not to
have been validly made, each shareholder who agreed to or concurred in the making of
the distribution is personally liable to the company to repay to the company so much of
the distribution as is not able to be recovered from the shareholders to whom the
distribution was made.
an amount equal to the value of any distribution that could properly have been made.
(7) Notwithstanding any other provisions of this Act, all the shareholders or
members of a private company may, by agreement in writing, restrict in whole or in part
the discretion and powers of the directors of the company to manage the business and
affairs of the company and may confer on any person who is a party to such agreement,
whether or not a shareholder, a member or director of the company, such powers and
discretions as they think fit.
(9) Where a person who is a holder or registered owner of all the issued shares
of a private company makes a declaration in writing that restricts in whole or in part the
discretion and powers of that director to manage the business and affairs of the company,
the declaration shall be deemed to be a unanimous shareholder agreement.
(10) A unanimous shareholder agreement under subsection (7) shall not have
effect until all the directors of the company, and in the case of a company holding a
Category 1 Global Business Licence, its management company and in the case of a
company holding a Category 2 Global Business Licence “an Authorised Company”;, its
registered agent shall have been notified of its contents, and notice of the entry into of
the agreement and its effect has been given to the Registrar.
Amended Act no.11 of 2018, Government Gazette No. 71 of 9 August 2018
(11) Nothing in subsections (7) to (10) shall operate to relieve persons who are
directors of the company of their obligations to file any return or notice with the Registrar
required by this Act.
This Part shall apply to a foreign company only if it has a place of business or is
carrying on business in Mauritius.
(1) A foreign company shall not carry on business in Mauritius on or after the
commencement of this Act unless the name of the foreign company is available.
(2) Subsection (1) shall not apply to a foreign company that, immediately
before the commencement of this Act, is registered under Part XII of the Companies Act
1984.
(3) A foreign company registered under this Part that carries on business in
Mauritius shall not change its name unless the name is available.
(4) Sections 33, 34 and 35 shall apply, subject to any necessary modifications
to the reservation of the name, if any, of a foreign company, including reservation on a
change of name, if any in the same way as they apply to the registration of companies
under this Act and to the change of names of companies registered under this Act.
(5) Where a foreign company contravenes this section, the company and every
director of the company shall commit an offence and shall, on conviction, be liable to a
fine not exceeding 200,000 rupees.
(ba) a list of its shareholders, including the name of any beneficial owner, in its place
of incorporation, together with all information required under section 91
(3)(a)(ii);
Amended Act no.11 of 2018, Government Gazette No. 71 of 9 August 2018
(d) where the list includes directors resident in Mauritius who are
members of the local Board of directors of the company, a
memorandum duly executed by or on behalf of the foreign
company stating the powers of the local directors;
(3) Where a foreign company has complied with subsection (1), the Registrar
shall, subject to section 12(2), register the company under this Part and shall issue a
certificate in such form as the Registrar may determine”.
(1) A foreign company shall have a registered office in Mauritius to which all
communications and notices may be addressed and which shall be open and accessible to
the public for not less than 4 hours on every day other than a Saturday or a public holiday.
(3) A foreign company or its authorised agent may file with the Registrar a
written notice stating that the authorised agent has ceased to be the authorised agent or
shall cease to be the authorised agent on a date specified in the notice.
(4) The authorised agent in respect of whom the notice has been filed shall
cease to be an authorised agent -
(a) on the expiry of a period of 21 days after the date of filing of the
notice or on the date of the appointment of another authorised
agent, the memorandum of whose appointment has been filed in
accordance with subsection (5), whichever is earlier; or
(b) where the notice states a date on which he is to so cease and the
date is later than the expiry of that period, on that date.
(5) Where an authorised agent ceases to be the authorised agent and the
company is then without an authorised agent in Mauritius, the company shall, where it
continues to carry on business or has a place of business in Mauritius, within 21 days after
the authorised agent ceased to be one, appoint an authorised agent.
(6) On the appointment of a new authorised agent the company shall file with
the Registrar a memorandum of the appointment in accordance with section 276(1) and, if
not already filed in pursuance of section 276(2), a copy of the deed or document or power
of attorney referred to in that subsection.
(ea) the share register, and the name of the beneficial owner, if any;
Amended Act no.11 of 2018, Government Gazette No. 71 of 9 August 2018
(g) the powers of any directors resident in Mauritius who are members
of the local Board of directors,
the foreign company shall, within one month, file with the Registrar particulars of the
change or alteration.
(2) Where a foreign company increases its authorised share capital, it shall,
within one month, file with the Registrar a notice of the amount from which and of the
amount to which it has been so increased.
(3) Where a foreign company not having a share capital increases the number
of its members beyond the registered number it shall, within one month, file with the
Registrar a notice of the increase.
(4) Where an order is made by a court under any law in force in the country in
which a foreign company is incorporated which corresponds to orders made under
Parts XVI, XVII and XVIII, the company shall, within one month, file with the Registrar
a copy of the order.
On the registration of a foreign company under this Part or the filing with the
Registrar of particulars of a change or alteration in a matter referred to in
section 278(1)(a), (c), or (f) the Registrar shall issue a certificate to that effect.
A failure by a foreign company to comply with section 337 or 338 shall not affect
the validity or enforceability of any transaction entered into by the foreign company.
(1) Subject to the other provisions of this section, a foreign company shall,
within 3 months of its annual meeting of shareholders, file with the Registrar -
(a) a copy of its balance sheet made up to the end of its last preceding
accounting period in such form and containing such particulars and
accompanied by copies of such documents as the company is
required to annex, attach or send with its balance sheet by the law
for the time being applicable to that company in the place of its
incorporation or origin; and
(b) a declaration certifying that the copies are true copies of the
documents so required.
(2) (a) Where the Registrar is of the opinion that the balance sheet and
other documents referred to in subsection (1) do not sufficiently
disclose the company's financial position, he may by written notice
to the company require the company to file a balance sheet within
such period, in such form and containing such particulars and to
annex thereto such documents as he requires.
(3) Where a foreign company is not required by the law of the place of its
incorporation or origin to hold an annual meeting of shareholders and prepare a balance
sheet, the company shall prepare and file with the Registrar a balance sheet within such
period, in such form and containing such particulars and annex thereto such documents as
the directors of the company would have been required to prepare or obtain if the
company were a public company.
(5) The financial statements referred to in subsection (4) shall be filed with the
Registrar within 6 months after the end of the accounting period of the company.
(5A) Any information regarding the beneficial ownership of a foreign company shall
be disclosed in accordance with section 91(3A)(c). THE ANTI-MONEY LAUNDERING AND
COMBATTINGTHE FINANCING OF TERRORISM (MISCELLANEOUS PROVISIONS) ACT 2020 Act
No. 5 of 2020, G. Gazette No. 85 of 9 July 2020
(b) The Registrar may waive compliance with subsection (4) in relation
to any foreign company where he is satisfied that -
A foreign company shall file with the Registrar in each year at the time a copy of
its balance sheet is filed, a notice containing particulars with respect to the business being
carried out by the company in Mauritius.
(1) Except with the written consent of the Minister, a foreign company shall
not be registered by a name or an altered name that, in the opinion of the Registrar, is
undesirable or is a name, or a name of a kind, that he has directed the Registrar not to
accept for registration.
(2) No foreign company shall use in Mauritius any name other than that under
which it is registered.
(3) A foreign company shall -
(a) conspicuously exhibit outside its registered office and every place
of business established by it in Mauritius, its name and the place
where it is formed or incorporated;
(b) cause its name and the place where it is formed or incorporated to
be stated on all its bill heads and letter paper and in all its notices,
prospectuses and other official publications; and
(c) where the liability of its members is limited, unless the last word of
its name is the word “Limited” or “Limitée” or the abbreviation
“Ltd” or “Ltée” cause notice of the fact -
(4) Where the name of a foreign company is indicated on the outside of its
registered office or any place of business established by it in Mauritius or on any of the
documents referred to in subsection (3) in characters or in any other way than by the use
of Romanised letters, the name of the company shall also be exhibited outside such office
or place of business or stated on such document in Romanised letters not smaller than any
of the characters so exhibited or stated on the relevant office, place of business or
document.
(a) if addressed to the foreign company and left at or sent by post to its
registered office in Mauritius;
(c) in the case of a foreign company which has ceased to maintain a place of
business in Mauritius, if addressed to the foreign company and left at or
sent by post to its registered office in the place of its incorporation.
(1) Subject to the other provisions of this section, a foreign company which
has a share capital and has a shareholder resident in Mauritius shall keep at its registered
office in Mauritius or at some other place in Mauritius a branch register for the purpose of
registering shares of shareholders resident in Mauritius who apply to have the shares
registered therein.
(2) The company shall not be obliged to keep a branch register until after the
expiry of 2 months from the receipt by it of a written application by a shareholder resident
in Mauritius for registration of his shares.
(3) This section shall not apply to a foreign company which by its constitution
prohibits an invitation to the public to subscribe for shares in the company.
(4) (a) Every branch register shall be kept in the manner provided by
section 91 and any transfer shall be effected in the same manner.
(5) Where a foreign company opens a branch register, it shall, within 14 days
of the date the branch register is opened, file with the Registrar a notice to that effect
specifying the address where the register is kept.
(6) Where any change is made in the place where the register is kept or where
the register is discontinued, the company shall, within 14 days of the date of the change,
file with the Registrar a notice to that effect.
(10) Sections 225 to 228 shall, with such adaptations and modifications as may be
necessary, apply respectively to the inspection and the closing of the register.
(12) A branch register shall be prima facie evidence of any matters under this
Part directed or authorised to be inserted therein.
(2) Where a foreign company goes into liquidation or is dissolved in its place
of incorporation or origin -
(b) not, subject to subsection (7), without leave of the Court, pay out
any creditor to the exclusion of any other creditor;
(c) unless the Court otherwise directs, only recover and realise the
assets of the foreign company in Mauritius and shall, subject to
paragraph (b) and to subsection (7), pay the net amount so
recovered and realised to the liquidator of that foreign company for
the place where it was formed or incorporated after paying any
debts and satisfying any liabilities incurred in Mauritius by the
foreign company.
(4) Where a foreign company has been wound up so far as its assets in
Mauritius are concerned and there is no liquidator for the place of its incorporation or
origin, the liquidator may apply to the Court for directions as to the disposal of the net
amount recovered under subsection (3).
(5) On receipt of a notice from an authorised agent that the company has been
dissolved, the Registrar shall remove the name of the company from his register.
(6) Where the Registrar has reasonable cause to believe that a foreign
company has ceased to carry on business or to have a place of business in Mauritius,
Part XXVI shall, with such adaptations and modifications as may be necessary, apply to a
foreign company as they apply to a company.
(7) Section 283 of the Companies Act 1984 shall, with such adaptations and
modifications as may be necessary, apply to a foreign company as it applies to a company
under this Act.
(3) The Registrar shall register the company to which the application refers as
a limited life company where immediately on incorporation or registration-
(c) the constitution of the company limits the life of the company to a
period not exceeding 50 years from the date of its incorporation.
A limited life company may by resolution alter its constitution extending the
duration of the company to such period or periods not exceeding in aggregate 150 years
from the date of the incorporation of the company.
(d) provide that the affairs of the company may be managed by its
shareholders in their capacity as such, or by some person
designated as manager with such rights, powers and duties as may
be specified in the constitution;
(a) when the period fixed for the duration of the company expires;
(3) Sections 251(1) and 254 of the Companies Act 1984 shall not apply to the
winding up of a limited life company.
(a) the Registrar removes its name from the register under section 306;
or
(a) the Registrar shall, where the company has ceased to be a limited
life company by virtue of subsection (1)(b), on payment of the
prescribed fee, record the alteration on the certificate of
incorporation in order to meet the circumstances of the case; and
(3) A resolution passed for the purpose of subsection (1)(b) has no effect until
a certificate of incorporation is issued by the Registrar under subsection (2)(a).
In this Part, “transfer”, in relation to any shares, means the transfer, sale,
assignment, mortgage, creation or permission to subsist of any pledge, lien, charge or
encumbrance over, grant of any option, interest or other rights in, or other disposition of
any such shares, any part thereof or any interest therein, whether by agreement, operation
of law or otherwise.
(i) any transaction which arises under section 51 from the issue
to a subscriber, of shares in the company in respect of the
application for incorporation;
(b) has been dormant since the end of its previous accounting period,
and is not required to prepare group accounts for that period, the company may, by a
special resolution passed at a meeting of shareholders of the company at any time after
copies of the annual accounts and reports for that year have been duly sent to shareholders
under section 219, declare itself to be a dormant company.
(3) The company shall, within 14 days of the passing of the special resolution
referred to in subsection (1), give notice to the Registrar of the passing of that resolution
and the Registrar shall, on receipt of that resolution for registration, record the company in
the register as being a dormant company.
(5) Where the Registrar receives a notice under subsection (4), he shall enter
in the register of companies the fact that the company has ceased to be dormant.
(a) be exempted from the requirement of having its accounts audited under
section 195; and
(1) A company incorporated under the laws of any country other than
Mauritius, may, where it is so authorised by the laws of that country, apply to the
Registrar to be registered as, and continue as, a company in Mauritius as if it had been
incorporated in Mauritius under this Act.
(3) The Registrar may direct that a document that has been delivered to the
Registrar or registered under Part XXII need not accompany the application.
(a) the company is authorised to transfer its incorporation under the law of the
country in which it is incorporated;
(b) the company has complied with the requirements of that law in relation to
the transfer of its incorporation; and
(c) where that law does not require its shareholders, or a specified proportion
of them, to consent to the transfer of its incorporation -
(i) the transfer has been consented to by not less than 75 percent of its
shareholders entitled to vote and voting in person or by proxy at a
meeting; and
(1) A company incorporated outside Mauritius shall not be registered as, and
continue as, a company under this Act where -
299. Registration
(c) issue a certificate of registration in such form as the Registrar may determine”.
(1) The Registrar shall, on receipt of properly completed application and on being satisfied that the requirements
for registration under this Part have been complied with –
(b) request the company to be deregistered from its original place of registration.
THE FINANCE (MISCELLANEOUS PROVISIONS) ACT 2022 - Act No. 15 of 2022 Gazette No. 109 of 2 August 2022
THE FINANCE (MISCELLANEOUS PROVISIONS) ACT 2022 - Act No. 15 of 2022 Gazette No. 109 of 2 August 2022
(b) the company is registered under this Act as from the date of
registration specified in the certificate.
Subject to this Part, a company may be removed from the register of companies
for the purposes of becoming registered or incorporated under the law in force in, or in
any part of, another country.
(c) written notice from the Commissioner of Income Tax and the
Commissioner for Value Added Tax that there is no objection to
the company being removed from the register;
A company shall not apply to be removed from the register of companies under
section 302 unless the making of the application has been approved by special resolution.
A company shall not apply to be removed from the register of companies under
section 302 unless -
(i) stating that it intends, after the date specified in the notice, which
shall not be less than 28 days after the date of the notice, to apply
under section 302 for the company to be removed from the register
for the purposes of becoming incorporated under the law in force
in, or in any part of, another country;
(ii) specifying the country or part of the country under the law of which
it is proposed that the company shall be incorporated; and
(1) A company shall not be removed from the register of companies under
section 306 where -
(d) a compromise has been approved by the Court under Part XVII in
relation to the company or an application has been made to the
Court to approve a compromise under that Part.
(2) A company shall not be removed from the register under section 306
unless the company, immediately before its removal, satisfies the solvency test.
(1) Where the Registrar receives an application to remove a company from the
register and the application satisfies the requirements of this Sub-Part, the Registrar shall
remove the company from the register.
(1) (a) Where the Registrar receives an application to remove a company from the register, and
the application satisfies the requirements of this Sub-part, the Registrar shall request the company to
be registered or incorporated under the law in force in, or in any part of, another country.
(b) The Registrar shall, on receipt of the certificate of registration, remove the company from the
register as from the date of its registration or incorporation under the law in force in, or in any part
of, another country.
THE FINANCE (MISCELLANEOUS PROVISIONS) ACT 2022 - Act No. 15 of 2022 Gazette No. 109 of 2 August 2022
(2) A company shall be removed from the register when a notice signed by the
Registrar stating that the company which has been removed from the register is registered
under this Act.
(a) prejudice or affect the identity of the body corporate that was
constituted under this Act or its continuity as a legal person;
A company shall be removed from the register of companies when a notice, signed
by the Registrar stating that the company is removed from the register, is registered under
this Act.
(1) Subject to the other provisions of this section, the Registrar shall remove a
company from the register of companies where -
(ii) the Board or any other person, where the constitution of the
company so requires or permits,
(f) the company fails to comply with section 91(3A)(c). THE ANTI-MONEY
LAUNDERING AND COMBATTINGTHE FINANCING OF TERRORISM
(MISCELLANEOUS PROVISIONS) ACT 2020 Act No. 5 of 2020, G. Gazette No. 85 of 9
July 2020
(2) A request that a company be removed from the register under subsection
(1)(d) may be made on the grounds -
(a) that the company has ceased to carry on business, has discharged in
full its liabilities to all its known creditors, and has distributed its
surplus assets in accordance with its constitution and this Act; or
(b) that the company has no surplus assets after paying its debts in full
or in part, and no creditor has applied to the Court under section
216 of the Companies Act 1984 for an order putting the company
into liquidation.
(3) A request that a company be removed from the register under subsection
(1) (d) shall be accompanied by a written notice from the Commissioner of Income Tax
and the Commissioner for Value Added Tax stating that there is no objection to the
company being removed from the register.
(4) The Registrar shall not remove a company from the register under
subsection (1)(b) unless -
(a) the Registrar has given notice in accordance with section 310; and
(b) the company has satisfied the Registrar that it is carrying on
business or that reasons exist for the company to continue in
existence; and
(5) Registrar shall not remove a company from the register under subsection
(1) (c) or (e) unless -
(a) the Registrar is satisfied that notice has been given in accordance
with section 310; and
310. Notice of intention to remove where company has ceased to carry on business
(1) Before removing a company from the register under section 309(1)(b), the
Registrar shall -
(b) give notice of the matters set out in subsection (3) to any person
who is entitled to a charge registered under section 127; and
(c) give notice in the Gazette of the matters set out in subsection (3).
(a) state the section under, and the grounds on, which it is intended to
remove the company from the register; and
(i) by the date specified in the notice, which shall not be less
than 28 days after the date of the notice, the company
satisfies the Registrar by notice in writing that it is still
carrying on business or there is other reason for it to
continue in existence; or
(ii) the Registrar does not proceed to remove the company from
the register under section 313,
the company shall be removed from the register.
(3) The notice to be given under subsection (1) (b) and (c) shall specify-
(b) the section under, and the grounds on, which it is intended to
remove the company from the register; and
(c) the date by which an objection to the removal under section 309
shall be delivered to the Registrar, which shall not be less than
28 days after the date of the notice.
(b) the section under, and the grounds on, which it is intended to
remove the company from the register; and
(c) the date by which an objection to the removal under section 313
shall be delivered to the Registrar, which shall be not less than
28 days after the date of the notice.
(a) the company is still carrying on business or there is other reason for
it to continue in existence;
(e) the person believes that there exists, and intends to pursue, a right
of action on behalf of the company under Part XII ; or
(f) for any other reason, it would not be just and equitable to remove
the company from the register.
(1A) Where a person delivers an objection under subsection (1), he shall, at the
same time, serve a copy of same on the company.
(1B) Where a person delivers an objection under subsection (1), he shall file proof of the
ground of objection with the Registrar within 6 2 (Amended Act No. 4 of 2017 – Govt Gazette no. 50 of
20.05.17) weeks of the date of the objection and shall, at the same time, serve a copy thereof
on the company.
(1C) Where a person fails to comply with subsection (1B), the objection delivered under
subsection (1) shall be deemed to have lapsed.
(1D) (a) Where an objection delivered before 1 July 2009 has not been withdrawn, the
objection shall not be entertained and shall be deemed to have lapsed unless proof
of the grounds of objection is filed with the Registrar within a period of 6 weeks
from the commencement of this subsection.
(b) Where the proof referred to in paragraph (a) is not submitted within the period
referred to in that paragraph, the Registrar shall remove the company from the
register.
(Amended Act 18 of 2016)
(ii) the claim has been paid in part under a compromise entered
into under Part XVII or by being otherwise compounded to
the reasonable satisfaction of the creditor;
(1) Where an objection to the removal of a company from the register is made
on a ground specified in section 312(1)(a), (b), or (c), the Registrar shall not proceed with
the removal unless the Registrar is satisfied that -
(b) any facts on which the objection is based are not, or are no longer,
correct; or
(2) Where an objection to the removal of a company from the register is made
on a ground specified in section 312(1)(d), (e), or (f), the Registrar shall give notice to the
person objecting that, unless notice of an application to the Court by that person for an
order -
(a) under section 216 of the Companies Act 1984 that the company be
put into liquidation; or
(b) under section 314, that, on any ground specified in section 312, the
company shall not be removed from the register,
is served on the Registrar not later than 28 days after the date of the notice, the Registrar
intends to proceed with the removal.
(3) Where -
(4) Every person who makes an application to the Court under subsection (2)
shall give the Registrar notice in writing of the decision of the Court within 7 days of the
decision.
(c) where the company is removed from the register, notice of the
removal,
to a person who sent or delivered to the Registrar a request that the company be
removed from the register under section 309(1)(d) or, while acting as liquidator, sent or
delivered
to the Registrar the documents referred to in section 309(1)(e).
314. Powers of Court
(1) A person who gives a notice objecting to the removal of a company from
the register of companies on a ground specified in section 312(1)(d), (e), or (f) may apply
to the Court for an order not to remove the company from the register on any ground set
out in that section.
(2) On an application for an order under subsection (1), the Court may, on
being satisfied that the company is not required to be removed from the register, make an
order that the company shall not be removed from the register.
(1) For the purposes of this section, “property” includes leasehold rights
and all other rights vested in or held on behalf of or on trust for the company prior
to its removal (referred to as “former company”) but does not include property held
by the former company on trust for any other person.
(2) Any property which, immediately before the removal of a company from
the register of companies, had not been distributed or disclaimed, shall vest in the
Consolidated Fund “Registrar or the Curator of Vacant Estates, as the case may be, in
the manner specified in this section,”; (amended Act 18 of 2016) with effect from the removal of
the company from the register.
(2A) A request for the vesting of property in the Registrar or the Curator of Vacant Estates,
as the case may be, shall be made by way of application to the Court for an order for the
vesting of money in the Registrar or for the vesting of any property, other than money, in the
Curator of Vacant Estates and may be presented by –
(a) a contributory or any person who is the heir of a deceased contributory or the
trustee in bankruptcy of the estate of a contributory;
(b) a creditor, including a contingent or prospective creditor, of the company;
(c) a liquidator; or
(d) any institution.
(2B) Where an application is made under subsection (2A), the Court may grant or refuse the
application.
(2C) The applicant shall, as soon as practicable, file with the Registrar or the Curator of
Vacant Estates, as the case may be, a copy of the order of the Court for the vesting of
money in the Registrar or the vesting of any property, other than money, in the Curator
of Vacant Estates. (amended Act 18 of 2016)
(3) The Registrar shall, forthwith on becoming aware of the vesting of the property -
of the vesting, setting out the name of the former company and particulars of the property.
(3) (a) The Registrar shall, forthwith on becoming aware of the vesting of the property –
(i) inform the Curator of Vacant Estates; and
(ii) give public notice,
of the vesting, setting out the name of the former company and particulars of the property.
(b) The applicant under subsection (2A) shall pay for the costs of the public notice under paragraph
(a)(ii).
(Amended by the Finance (Miscellaneous Provisions) Act 2019 -Act No 13 of 2019)
(3A) The money vested in the Registrar pursuant to an order of the Court under this
section shall be paid into the Companies Special Deposit Account which shall be kept
and maintained by the Registrar (amended Act 18 of 2016)
(4) Where any property is vested in the Consolidated Fund “Registrar or the
Curator of Vacant Estates, as the case may be” (amended Act 18 of 2016) under this section, a
person who would have been entitled to receive all or part of the property, or payment
from the proceeds of its realisation, if it had been in the hands of the company
immediately before the removal of the company from the register of companies, or
any other person claiming on behalf of that person, may apply to the Court for an order -
(a) decide any question concerning the value of the property, the
entitlement of any applicant to the property or to compensation, and
the apportionment of the property or compensation among 2 or
more applicants;
(6) Any compensation ordered to be paid under subsection (4) shall be paid
out of the Consolidated Fund without further appropriation. “in such manner as the Court may direct”; (amended
Act 18 of 2016)
(1) The Curator of Vacant Estates may, by notice in writing, disclaim the
State’s title to property vesting in the Consolidated Fund under “manner specified in
“(amended Act 18 of 2016) section 315, where the property is onerous property within the
meaning of section 286 of the Companies Act
1984.
(2) The Curator of Vacant Estates shall forthwith give public notice in 2
daily newspapers in wide circulation in Mauritius of the disclaimer.
(3) Any property which is disclaimed under this section shall be deemed not to
have vested in the Consolidated Fund under“ manner specified in” ( amended Act 18 of 2016) section 315.
(4) Subsections (2) to (8) of section 286 of the Companies Act 1984 shall
apply to any property that is disclaimed under this section as if the property had
been disclaimed under that section immediately before the company was removed
from the
register of companies.
(5) Subject to any order of the Court, the Curator of Vacant Estates shall not
be entitled to disclaim property unless-
(6) A statement in a notice disclaiming any property under this section that
the vesting of the property in the Consolidated Fund (amended Act 18 of 2016) first came to the
notice of the Curator of Vacant Estates on a specified date shall, in the absence of
proof to the contrary, be evidence of the fact stated.
The removal of a company from the register of companies shall not affect the
liability of any former director or shareholder of the company or any other person in
respect of any act or omission that took place before the company was removed from
the register and that liability continues and may be enforced as if the company had not
been
removed from the register.
(1) Notwithstanding the fact that a company has been removed from the
register of companies, the Court may appoint a liquidator under section 223 of the
Companies Act 1984 as if the company continued in existence.
(a) Part XI of the Companies Act 1984 shall apply to the liquidation
with such modifications as may be necessary; and
(b) the provisions of section 322 shall apply, with such modifications
as may be necessary, to any property of the company which is
vested in the Consolidated Fund (amended Act 18 of 2016) under section 315 as if the
company had been restored to the register of companies.
(1) Subject to the other provisions of this section, the Registrar may, on the application of a person
referred to in subsection (2) and on payment of the prescribed fee , or on his own motion, restore
a company that has been removed from the register of companies to the register where he is
satisfied that, at the time the company was removed from the register -
(a) the company was still carrying on business or other reason existed
for the company to continue in existence;
(2) Any person who, at the time the company was removed from the
register, was -
(c) the section under, and the grounds on which, the application is
made or the Registrar proposes to act, as the case may be; and
(3A) Where the Registrar restores a company to the register on his own motion under subsection (1) –
(a) subsection (3) shall not apply; and
(b) he shall give notice of the restoration in accordance with section 321.
Amended Act no.11 of 2018, Government Gazette No. 71 of 9 August 2018
(b) on an application made following the removal of the company on the ground where the Registrar has
initiated the procedure under section 309(1)(b),
subsection (3) shall not apply and he shall give notice of the restoration in accordance with section 321.
THE FINANCE (MISCELLANEOUS PROVISIONS) ACT 2022 - Act No. 15 of 2022 Gazette No. 109 of 2 August 2022
(4) The Registrar shall not restore a company to the register if the Registrar
receives an objection to the restoration within the period stated in the notice.
(5) Before the Registrar restores a company to the register under this section, the
Registrar may require any of the provisions of this Act or any regulations
made under this Act, being provisions with which the company had failed
to comply before it was removed from the register, to be complied with.
(6) The Court may, on the application of the Registrar or the applicant,
give such directions or make such orders as may be necessary or desirable
for the purpose of placing a company that is restored to the register
under this section, and any other persons, as nearly as possible in the
same position as if the company had not been removed from the
register.
(a) at the time the company was removed from the register -
(b) for any other reason it is just and equitable to restore the company
to the register.
(a) any person who, at the time the company was removed from the
register -
(3) Before the Court makes an order restoring a company to the register under
this section, it may require any provisions of this Act or any regulations made under this
Act, being provisions with which the company had failed to comply before it
was removed from the register, to be complied with.
(4) The Court may give such directions or make such orders as may be
necessary or desirable for the purpose of placing the company and any other persons
as nearly as possible in the same position as if the company had not been removed from
the
register.
(1) Subject to this section, any property of a company that is, at the time the
company is restored to the register, vested in the Consolidated Fund (amended Act 18
of 2016) pursuant to section 315, shall, on the restoration of the company to the register,
vest in the company as if the company had not been removed from the register.
(2) Nothing in subsection (1) shall apply to any property vested in the
Consolidated Fund (amended Act 18 of 2016) pursuant to section 315 where the Court has
made an order for the payment of compensation to any person pursuant to section
315(4)(b) in respect of that
property.
(3) Nothing in subsection (1) shall apply to land or any estate or interest in
land that has vested in the Consolidated Fund (amended Act 18 of 2016) pursuant to section
315 where the transfer to the State of the land or interest in land has been registered
under any enactment providing for the registration of such land or interest.
(4) Where the transfer to the State of land or any interest in land that has
vested in the Consolidated Fund ( amended Act 18 of 2016) pursuant to section 315 has been registered, the
Court
may, on the application of the company, make an order-
(b) for the payment from out of the Consolidated Fund “ as directed by the
Court,”(amended Act 18 of 2016) to the company of compensation-
(5) On an application under subsection (4), the Court may decide any question
concerning the value of the land or the estate or interest.
(6) Compensation ordered to be paid under subsection (4) shall be paid out of the Consolidated
Fund without further appropriation than this section “as directed by the Court”(amended Act 18 of 2016)
(a) by any of the methods set out in section 323(1)(a), (b), (c) or (e);
(2) The methods of service specified in subsection (1) are notwithstanding any
other enactment, the only methods by which a document in legal proceedings may be
served on a foreign company in Mauritius.
(a) by any of the methods set out in section 323(1)(a), (b), (c) or (e);
and the documents are returned unclaimed 3 consecutive times, the liquidator need not
send further documents to the shareholder or creditor until the shareholder or creditor
gives notice to the company of his new address.
(6) Any consent under subsection (5) may be revoked at any time on the
provision of 5 days’ notice in writing to the person sending the document.
(1) Subject to subsection (2), for the purposes of sections 324 to 327 -
(2) A document shall not be deemed to have been served or sent or delivered
to a person where the person proves that, through no fault on the person’s part, the
document was not received within the time specified.
(1) Where a company fails to comply with section 38(1) or (4), 84(1), 91(1),
(2), (3) or (4), 92(2) or (3), 97(1) or (4), 114(5), 117(6), 190(1), (2) or (5), 195(4), 225,
226 (1) or 228 the company and every director of the company shall commit an offence
and shall, on conviction, be liable to a fine not exceeding 100,000 rupees.
(1) Every director of a company who fails to comply with section 38(1)
or (4), 61(3), 148(1) or 246(2) shall commit an offence and shall, on conviction, be liable
to a fine not exceeding 100,000 rupees.
Amended Act no.11 of 2018, Government Gazette No. 71 of 9 August 2018
(2) Where the Board fails to comply with section 44(3), 45(3), 179(3), 191(2),
210(1), 223(1) or (2), 262(5) or 263(2), every director of the company shall commit an
offence and shall, on conviction, be liable to a fine not exceeding 100,000 rupees.
(3) Where the Board fails to comply with section 193, 207, 212(1), 218(1),
219(1) or 220, every director of the company shall commit an offence and shall, on
conviction, be liable to a fine not exceeding 200,000 rupees.
(4) Where a foreign company to which Part XXII applies commits an offence,
every authorised agent of that foreign company shall commit the like offence unless he
proves that the offence was committed without his knowledge or that he had exercised
due diligence to ensure that the offence was not committed.
331. Defences
(1) In any proceedings against a director charged with an offence under this
Act in relation to a duty imposed on the Board of a company, it shall be a defence where
the director proves that -
(a) the Board took all reasonable and proper steps to ensure
compliance with the requirements of this Act;
(b) the director took all reasonable and proper steps to ensure that the
Board complies with the requirements of this Act; or
(c) in all the circumstances of the case, the director could not
reasonably have been expected to take steps to ensure compliance
with the requirements of this Act by the Board.
(2) In any proceedings against a director charged with an offence under this
Act in relation to a duty imposed on the company, it shall be a defence where the director
proves that -
(a) the company took all reasonable and proper steps to ensure
compliance with the requirements of this Act;
(b) the director took all reasonable steps to ensure that the company
complies with the requirements of this Act; or
(c) in all the circumstances of the case, the director could not
reasonably have been expected to take steps to ensure compliance
with the requirements of this Act by the company.
(b) omits, or authorises the omission of, any matter knowing that the
omission makes the document false or misleading in a material
particular,
shall commit an offence and shall, on conviction, be liable to a fine not exceeding
1,000,000 rupees and to imprisonment for a term not exceeding 5 years.
shall commit an offence and shall, on conviction, be liable to a fine not exceeding
1,000,000 rupees and to imprisonment for a term not exceeding 5 years.
(3) For the purposes of this section, a person who voted in favour of the
making of a statement at a meeting is deemed to have authorised the making of the
statement.
(a) fraudulently takes or applies property of the company for his own use or
benefit, or for a use or purpose other than the use or purpose of the
company; or
shall commit an offence and shall, on conviction, be liable to a fine not exceeding
1,000,000 rupees and to imprisonment for a term not exceeding 5 years.
(b) makes, or is a party to the making of, a false entry in any register,
accounting records, book, paper, or other document belonging or
relating to the company,
shall commit an offence and shall, on conviction, be liable to a fine not exceeding
1,000,000 rupees and to imprisonment for a term not exceeding 5 years.
shall commit an offence and shall, on conviction, be liable to a fine not exceeding
1,000,000 rupees and to imprisonment for a term not exceeding 5 years.
shall commit an offence and shall, on conviction, be liable to a fine not exceeding
1,000,000 rupees and to imprisonment for a term not exceeding 5 years.
(1) Where -
(b) a person has been convicted of an offence under section 332, 333,
334 or 335 or of any crime involving dishonesty; or
that person shall not, during the period of 5 years following the conviction or the
judgment, be a director or promoter of, or in any way, whether directly or indirectly, be
concerned or take part in the management of, a company, unless that person first obtains
the leave of the Court which may be given on such terms and conditions as the Court
thinks fit.
(2) A person intending to apply for the leave of the Court under this section
shall give to the Registrar not less than 14 days' notice of that person's intention to apply.
(3) The Registrar, and such other persons as the Court thinks fit, may attend
and be heard at the hearing of any application under this section.
(4) A person who acts in breach of this section, or of any order made under
this section, shall commit an offence and shall, on conviction, be liable to a fine not
exceeding 400,000 rupees or to imprisonment for a term not exceeding 2 years.
(1) Where -
(d) within the period of 7 years before the making of the application, a
person to whom the application relates, was a director of 2 or more
companies and in relation to each of those companies, that person
was wholly or substantially responsible for the company -
the Court may make an order that the person shall not, without the leave of the Court, be a
director or promoter of, or in any way, whether directly or indirectly, be concerned or take
part in the management of a company for period not exceeding 5 years as may be
specified in the order.
(2) Any person who intends to apply for an order under this section shall give
not less than 14 days' notice of his intention to the person against whom the order is
sought, and on the hearing of the application, the person against whom the order is sought
may appear and give evidence or call witnesses.
(3) An application for an order under this section may be made by the
Registrar, the Official Receiver, or by the liquidator of the company, or by a person who
is, or has been, a shareholder or creditor of the company; and on the hearing of -
(a) an application for an order under this section by the Registrar or the
Official Receiver or the liquidator; or
the Registrar, Official Receiver, or liquidator shall appear and call the attention of the
Court to any matters which may be relevant, and may give evidence or call witnesses.
(4) Notwithstanding the criminal liability of the person against whom the order
is made, an order under this section may be made on the ground for which the order is to
be made.
(5) The Court shall, as soon as practicable after the making of an order under
this section, give notice to the Registrar that the order has been made and the Registrar
shall give notice in the Gazette of the name of the person against whom the order is made.
(6) Any person who acts in contravention of an order under this section shall
commit an offence and shall, on conviction, be liable to a fine not exceeding
1,000,000 rupees and to imprisonment for a term not exceeding 5 years.
(a) a liquidator of the company for every unpaid debt incurred by the
company; and
(b) a creditor of the company for a debt to that creditor incurred by the
company,
(3) For the purposes of this section, proper accounting records shall be deemed
not to have been kept in the case of any company -
(a) where there have not been such accounting records as are necessary
to exhibit and explain the transactions and financial position of the
trade or business of the company, including books containing
entries from day to day in sufficient detail of all cash received and
cash paid, and, where the trade or business has involved dealings in
goods, statements of the annual stock takings and except in respect
of goods sold by way of ordinary retail trade, of all goods sold and
purchased, showing the goods and the buyers and sellers thereof in
sufficient detail to enable those goods and those buyers and sellers
to be identified;
(b) where such accounting records have not been kept in such manner
as to enable them to be conveniently and properly audited, whether
or not the company has appointed an auditor.
(c) fails to do any act within the time within which it is required by this Act to
be done;
(d) fails to comply with a request, direction or order issued under this Act by a
Court, by the Registrar or by any other person;
(e) makes use of any name or title which he is not under the Act authorised to
use;
(f) divulges or makes use of any information obtained under this Act which he
is not otherwise authorised to disclose;
(i) in the exercise of any powers or functions conferred upon him by this Act
or by any regulations made under this Act, fails to act in accordance with
the instrument which confers the function or power; or
(j) otherwise contravenes this Act or any regulations made under this Act,
shall commit an offence and shall, on conviction, be liable to a fine not exceeding
200,000 rupees.
(1) Where the Court, the Official Receiver, the Registrar or a liquidator is of
opinion that an offence against the Act has been committed by any person, it shall
forthwith refer the matter to the Director of Public Prosecutions.
(2) Where on application made to the Court by the Registrar or a police officer
of or above the rank of Assistant Superintendent, there is shown to be reasonable cause to
believe that any person has, while a director or other officer of a company, committed an
offence in connection with the management of the company’s affairs and that evidence of
the commission of the offence is to be found in any accounting records or papers of or
under the control of the company, the Court may make an order -
(a) authorising any person named therein to inspect the said accounting
records or papers or any of them for the purposes of investigating
and obtaining evidence of the offence; or
(2A) An offence referred to in section 91(3)(a)(ii), (3A) or (3B) shall not be compounded unless the
company agrees in writing to –
(a) pay an amount, acceptable to the Registrar, not exceeding the maximum penalty imposable
under this Act for that offence; and
(3) Sections 193 to 196 shall not apply to a company holding a Category 2
Global Business Licence “an Authorised Company”
Sections 35, 232, and 233 of the Companies Act 1984 shall not apply to a
company holding a Category 1 Global Business Licence or Category 2 Global Business
Licence “Global Business Licence or an Authorised Company”, as the case may be.
Amended Act no.11 of 2018, Government Gazette No. 71 of 9 August 2018
(1) Notwithstanding this Act, the provisions set out in Part I of the Fourteenth
Schedule shall apply to a company applying for or holding a Category 1 Global Business
(ii) Licence or Category 2 Global Business Licence “Global Business Licence, or company applying as an
Authorised Company or an Authorised Company”, as the case may be.
Amended Act no.11 of 2018, Government Gazette No. 71 of 9 August 2018
(2) Notwithstanding this Act, the provisions set out in Part II of the
Fourteenth Schedule shall apply to a company applying for or holding a Category 2
Global Business Licence. “an Authorised Company”
Amended Act no.11 of 2018, Government Gazette No. 71 of 9 August 2018
PART XXX - MISCELLANEOUS
(1) The Registrar shall, upon request by any person, issue a certificate
of current standing under his hand and seal certifying that a company is of current
standing where the Registrar is satisfied that the name of the company is on the
register.
(ba) the company has submitted its annual return and any
other documents required to be filed under section 223;
(c) the company has paid all fees, licence fees due and payable;
Amended Act no.11 of 2018, Government Gazette No. 71 of 9 August 2018
(i) (3) This section shall not apply to a private company holding a Category 1 or Category 2
Global Business Licence “Global Business Licence or to an Authorised Company”;, unless the person
who makes the request is a shareholder, officer, management company or registered agent of that
company. , registered agent or representative of that company or a person qualified to act as
Secretary under section 165.
Amended Act no.11 of 2018, Government Gazette No. 71 of 9 August 2018
Amended Act no. 15 of 2021, Government Gazette No. 121 of 5 August 2021
(2) Nothing in this section shall affect civil partnerships (sociétés civiles)
formed under the Code Civil Mauricien and those civil partnerships shall continue to be
governed by that Code.
(3) Subsection (1) shall not apply to the formation of any association, or
partnership for carrying on any organized professions which are designated by the
Minister by notice in the Gazette, or for carrying on any combination of such professions.
(3) The Official Receiver shall sell or dispose of any shares so received in
such manner and at such time as he thinks fit and shall deal with the proceeds of the sale
or disposal as if they were unclaimed moneys paid to him pursuant to section 278 of the
Companies Act 1984.
(1) Where in any proceedings before any court for negligence, default or
breach of duty against a person to whom this section applies it appears to the court that
the person is or may be liable in respect thereof, but that, that person has acted honestly
and reasonably and that, having regards to all circumstances of the case including those
connected with the person’s appointment, the person ought fairly to be excused for the
negligence, default or breach, the court may relieve that person either wholly or partly
from liability on such terms as the court thinks fit.
(2) Where a person to whom this section applies has reason to apprehend that
any claim is likely to be made against the person in respect of any negligence, default, or
breach of duty, that person may apply to the Court for relief, and the Court shall have the
same power to relieve the person under this section as it would have had if it has been a
court before which proceedings against that person for negligence, default, or breach of
duty had been brought.
(a) an officer;
(c) an expert;
(2) The Court may if it thinks fit make an order declaring that such proceeding
is valid notwithstanding any such effect, irregularity or deficiency.
(3) Notwithstanding subsections (1) and (2) or any other provision of this Act,
where an omission, defect, error or irregularity, including the absence of a quorum at any
meeting of the company or of the directors, has occurred in the management of
administration of a company whereby a provision of this Act has been contravened, or
whereby there has been default in the observance of a memorandum or articles or
whereby any proceedings at or in connection with any meeting of the company or of the
directors of any assembly purporting to be such a meeting have been rendered ineffective,
including the failure to make or file with the Registrar any declaration of solvency, the
Court -
(b) shall before making any such order satisfy itself that such an order
would not do injustice to the company or to any member or
creditor;
(c) where any such order is made, may give such ancillary or
consequential directions as it thinks fit; and
(4) The Court may, whether a company is in process of being wound up or not,
on good cause being shown, enlarge or abridge any time for doing any act or taking any
proceeding allowed or limited by this Act or any subsidiary enactment made under this
Act on such terms as the justice of the case may require and any such enlargement may be
ordered although the application for the same is not made until after the time originally
allowed or limited.
(1) Where under this Act, a corporation is required to file with the Registrar
any instrument, certificate, contract, statement or document or a certified copy thereof and
if the same is not written in the English or French language the corporation shall file at the
same time with the Registrar a certified translation in the English or French language.
(2) Where under this Act a corporation is required to make available for public
inspection any instrument, certificate, contract, statement or document and the same is not
written in the English or French Language, the corporation shall keep at its registered
office in Mauritius a certified translation in the English or French language.
(3) Where any account, minute book or other record of a corporation required
by this Act to be kept is not kept in the English or French language, the directors shall
cause -
(a) a true translation in the English or French language of such
account, minute book or record to be made at intervals of not more
than 7 days; and
(b) the translation to be kept with the original account, minute book or
record for as long as the original account, minute book or record is
required by this Act to be kept.
354. Arbitration
(1) A company may, by writing under the hand of the director where the
company has one director or where the company has 2 or more directors, under the hands
of at least 2 directors, agree to refer and may refer, to arbitration, in accordance with the
Code of Civil Procedure, any existing or future dispute between itself and any other
company or person.
(1) Subject to the other provisions of this section and to section 295, there
shall be paid to the Registrar, in respect of the matters set out in the second column of Part
I and Part II of the Twelfth Schedule, such fees as may be prescribed.
(2) The registration fee payable under Part I of the Twelfth Schedule shall be
in respect of every subsequent year be paid not later than 20 January in that year.
(3) For the purposes of subsection (1), “year” includes part of a year.
(4) Subject to subsection (5), the registration fee payable under subsection (1)
shall be paid so long as the company or commercial partnership, as the case may be,
remains registered with the Registrar.
(7) The Registrar may waive the difference between the prescribed fee payable
after the due date and the prescribed fee payable within the due date where he is satisfied
that failure to pay the prescribed fee within the due date was attributable to a reasonable
cause.
(8) In the exercise of his power under subsection (7), the Registrar shall
record, in writing the reasons for waiving the difference referred to in that subsection.
(1) Where under this Act, a fee is payable to a company for inspecting or
obtaining a copy of, any book, record or document, the company may, by resolution,
provide that a lesser fee shall be paid.
(2) The maximum fee payable for the inspection or obtaining of copies of any
book, record or document shall be the fee specified in item 3 of the Third Schedule.
(3) This section shall not apply to holders of securities of a reporting issuer
under the Securities Act 2005.
(1) The Minister may appoint a Company Law Advisory Committee to assist
the Registrar in the exercise of certain powers entrusted to the Registrar specified in
subsection (4) and to make recommendations to the Minister.
(2) The Committee shall have not less than 5 and not more than 9 members
with relevant experience.
(a) meet from time to time as required in order to carry out their
functions;
(c) with the consent of the Minister, co-opt persons with specialised
qualification and experience to assist the Committee at any of its
meetings.
(4) The Registrar may refer to the Advisory Committee for consideration and
recommendation, matters arising from the provisions of sections 40(7) and (10), 44,
180 (1) and 325(1) of the Companies Act 1984 and sections 213, 216, 224 and 281(6) of
this Act.
358. Jurisdiction
Notwithstanding -
(a) section 114 of the Courts Act; and
a Magistrate shall have jurisdiction to try an offence under this Act and any subsidiary
enactment made under this Act.
For the purposes of determining matters relating to title and jurisdiction, the situs
of the ownership of shares, debt obligations or other securities of a company holding a
Category 2 Global Business Licence “an Authorised Company”; shall be in Mauritius.
Amended Act no.11 of 2018, Government Gazette No. 71 of 9 August 2018
360. Regulations
(a) make such regulations as he thinks fit for the purposes of this Act;
(b) provide that any person who contravenes them shall commit an
offence and shall, on conviction, be liable to a fine not exceeding
400,000 rupees and to imprisonment for a term not exceeding
2 years.
361. Rules
(a) with respect to proceedings and the practice and procedures of the
Supreme Court under this Act; and
(a) in section 2 -
(b) by deleting the words “financial year” wherever they appear and
replacing them by the words “balance sheet date”.
(d) in section 5 -
(4) The Securities (Central Depository, Clearing and Settlement) Act 1996 is
amended -
(b) in section 23, in paragraph (l), by deleting the words “Part X” and
replacing them by the words “Part XII”.
(1) (a) Any person appointed under any enactment repealed by section 364
and holding office at the commencement of this Act, shall remain
in office as if he had been appointed under this Act.
(b) Any act made, executed, issued or passed under any enactment
repealed by section 364 and in force and operative at the
commencement of this Act, shall so far as it could have been made,
executed, issued or passed, under this Act have effect as if made,
executed, issued or passed, under this Act.
(2) Any register, fund and account kept under any enactment repealed by this
Act shall be deemed to be part of the register, fund and account kept under the
corresponding provision of this Act.
(3) Subject to the other provisions of this Act, a company registered under any
enactment repealed by section 364, including a protected cell company under the Protected
Cell Companies Act 1999, shall be deemed to be registered under this Act and the Act shall
extend and apply to the company accordingly and any reference to this Act, express or
implied, to the date of registration of such a company shall be construed as a reference to
the date upon which the company was registered under the repealed Act or any
amendment repealed by that Act.
(c) with the Registrar, a notice providing the particulars of its directors
and secretary required by section 23(2)(b) and (c).
(8) Every person who became a substantial shareholder of a public company
holding a Category 1 Global Business Licence before the commencement of this Act
shall, within three months after that date, give the notice required by section 146(3) of the
Companies Act 1984.
(b) any fee, charge or any sum paid or unpaid under the repealed
enactments on the date immediately before the coming into
operation of the relevant provisions of this Act shall, in respect of
the corresponding period, be deemed to have been paid or unpaid
under the provisions of this Act;
a company registered under the International Companies Act 1994 and which is in the
course of winding up shall continue to be wound up under the provisions of that Act
which shall continue to apply for the purposes of the winding up and dissolution of the
company as if it had not been repealed.
(3)The provisions of this Act shall continue to apply up to 30 June 2021 to the
holder of a valid Category 1 Global Business Licence or Category 2 Global Business
Licence, issued on or before 16 October 2017, as if the provisions of this Act have not
been amended on the commencement of this subsection.
365. Commencement
This Act shall come into operation on a date to be fixed by Proclamation and
different dates may be fixed for the coming into operation of different sections
of this Act.
Passed by the National Assembly on the fourteenth day of May two thousand and one.
ANDRÉ POMPON
Clerk of the National Assembly
FIRST SCHEDULE
(section 10(3))
Oath
New shares shall be issued in accordance with section 52 with the pre-emptive
rights provided for under section 55.
2. Transfer of shares
Every change in the ownership of shares in the capital of the company shall be
subject to the following limitations and restrictions -
(ii) Where the notice under subparagraph (i) includes several shares, it
shall not operate as if it were a separate notice in respect of each
such share, and the proposing transferor shall be under no
obligation to sell or transfer some only of the shares specified in
such notice.
(iii) The notice under subparagraph (i) shall be irrevocable and shall be
deemed to appoint the Board as the proposing transferor’s agent to
sell such shares in one or more lots to any shareholder or
shareholders of the company, including the directors or any of
them.
(A) shall be the price agreed upon between the party giving such
notice and the Board; or
(vi) The person appointed under subparagraph (iv) or (v) shall certify
the sum which, in his opinion, is the fair price for the share.
(i) Where the price for the shares sold under paragraph (b) is agreed
upon or determined, as the case may be, the Board shall
immediately give notice to each of the shareholders, other than the
person desiring to sell or transfer such shares.
(ii) A notice under subparagraph (i) shall state the number and price of
such shares and shall request each of the shareholders to whom the
notice is given to state in writing to the Board within 21 days of the
date of the notice whether he is willing to purchase any and, if so,
what maximum number of such shares.
(iii) At the expiration of 21 days from the date of the notice, the Board
shall -
(B) if there is only one shareholder, all the shares shall be sold
to that shareholder,
(i) Where all the shares remain unsold under paragraph (c) at the
expiry of the period of 60 days of the Board receiving a notice
under paragraph (c)(ii), the person desiring to sell or transfer the
shares, may, subject to subparagraph (ii), within a further period of
30 days, sell the shares not so sold, but not a portion only, to any
person who is not a shareholder.
(ii) The person desiring to sell the shares shall not sell the shares for a
price less than the price at which the shares have been offered for
sale to the shareholders under this paragraph (that is, paragraph 2),
but every such sale shall nevertheless be subject to the provisions
of paragraph 4.
(ii) Any share held by trustees under any trust may be transferred to
any beneficiary, being the spouse, father, mother, child, grandchild,
son-in-law or daughter-in-law of such shareholder, of such trust,
and shares standing in the name of the trustee of the will of any
deceased shareholder or trustees under any such trust may be
transferred upon any change of trustees for the time being of such
will or trust.
(iii) The restrictions contained in paragraphs (a) to (d) shall not apply to
any transfer authorised by this paragraph but every such transfer
shall be subject to paragraph 3.
Subject to compliance with sections 87 to 89, the Board may refuse or delay the
registration of any transfer of any share to any person whether an existing shareholder or
not, where -
(b) registration would impose on the transferee a liability to the company and
the transferee has not signed the transfer;
(c) a holder of any such share has failed to pay on the due date any amount
payable thereon either in terms of the issue thereof or in accordance with
the constitution (including any call made thereon);
(e) the transfer is not accompanied by such proof as the Board reasonably
requires of the right of the transferor to make the transfer;
For the purposes of section 68, the company shall be expressly authorised
to purchase or otherwise acquire shares issued by it.
Calls on shares and forfeiture of shares shall be conducted in accordance with the
Fourth Schedule.
6. Shareholders meetings
Directors
(a) The directors of the company shall be such person or persons as may be
appointed from time to time by ordinary resolution or by notice to the
company signed by the holder or holders for the time being of the majority
of ordinary shares in the capital of the company but so that the total
number of directors shall not at any time exceed the number fixed pursuant
to paragraph (b) or by ordinary resolution pursuant to paragraph (c).
(b) The first directors and the number of directors shall be determined in
writing by the subscribers to the application for incorporation.
(c) The company may by ordinary resolution increase or reduce the number of
directors.
(d) The directors may appoint any person to be a director to fill a casual
vacancy or as an addition to the existing directors but the total number of
directors shall not at any time exceed the number fixed in accordance with
paragraph (b) or by ordinary resolution pursuant to paragraph (c).
(e) Any director appointed under paragraph (d) shall hold office only until the
next following annual meeting and shall then retire but shall be eligible for
appointment at that meeting.
(f) A director shall hold office until removed by special resolution pursuant to
section 138(2) or ceasing to hold office pursuant to section 139.
8. Remuneration of directors
9. Proceedings of directors
(a) The directors may appoint one or more members of the Board to the office
of managing director for such period and on such terms as they think fit
and, subject to the terms of any agreement entered into in any particular
case, may revoke that appointment.
(c) A managing director shall, subject to the terms of any agreement entered
into in any particular case, receive such remuneration, whether by way of
salary, commission or participation in profits, as the directors may
determine.
(d) The directors may entrust to and confer upon the managing director any of
the powers exercisable by them with such restrictions as they think fit, and
either generally or to the exclusion of their own powers subject to section
131, and the directors may revoke, alter, or vary, all or any of these
powers.
11. Dividends
(a) A dividend may be authorised and declared by the Board at such time and
such amount (subject to the solvency test) as it thinks fit.
(b) Subject to the rights of persons, if any, entitled to shares with special rights
as to dividend, all dividends shall be declared and paid according to the
amounts paid or credited as paid on the shares in respect of which the
dividend is paid, but no amount paid or credited as paid on a share in
advance of calls shall be treated for the purposes of this paragraph (that is
paragraph 11) as paid on the share.
(c) All dividends shall be apportioned and paid proportionately to the amounts
paid or credited as paid on the shares during any portion or portions of the
period in respect of which the dividend is paid, but where any share is
issued on terms providing that it shall rank for dividend as from a
particular date, that share shall rank for dividend accordingly.
(d) The directors may deduct from any dividend payable to any shareholder all
sums of money, if any, presently payable by him to the company on
account of calls or otherwise in relation to the shares of the company.
(g) Every such cheque or postal or money order shall be made payable to the
order of the person to whom it is sent.
(h) Any one of the 2 or more joint holders may give effectual receipts for any
dividends, bonuses, or other money payable in respect of the shares held by
them as joint holders.
12. Winding up
(a) Subject to paragraphs (b) and (c) and to the terms of issue of any shares in
the company, upon the winding up of the company, the assets, if any,
remaining after payment of the debts and liabilities of the company and the
costs of winding up (the surplus assets), shall be distributed among the
shareholders in proportion to their shareholding.
(b) The holders of shares not fully paid up shall only receive a proportionate
share of their entitlement being an amount paid to the company in
satisfaction of the liability of the shareholder to the company in respect of
the shares either under the constitution of the company or pursuant to the
terms of issue of the shares.
(c) Where the company is wound up, the liquidator may, with the sanction of a
special resolution of the company, divide in kind amongst the members the
assets of the company, whether they consist of property of the same kind or
not, and may for that purpose set such value as he deems fair upon any
property to be divided and may determine how the division is to be carried
out as between the shareholders or different classes of shareholders.
13. One person companies and companies in which all shareholders are directors
Where, at any time, the company for a continuous period exceeding 6 months is a
one person company, or is a company in which all the shareholders also hold office as
director, then, for so long as such circumstance continues, the following provisions shall
apply -
(b) Meetings
Separate meetings of shareholders and directors need not be held provided
all matters required by the Act to be dealt with by a meeting of
shareholders or a meeting of directors are dealt with by way of a
unanimous resolution.
THIRD SCHEDULE
(sections 98(1), 124(4) and 356(2))
(section 101(3))
1. Calls on shares
(i) The Board may, from time to time, make such calls as it thinks fit
upon the shareholders in respect of any amount unpaid on their
shares and not by the conditions of issue made payable at a fixed
time or times, and each shareholder shall, subject to receiving at
least 14 days’ written notice specifying the time or times and place
of payment, pay to the company at the time or times and place so
specified the amount called.
A call may be made payable at such times and in such amount as the Board
may determine.
The joint holders of a share shall be jointly and severally liable to pay all
calls in respect thereof.
(d) Interest
(ii) The Board may waive, wholly or partly, any interest payable under
subparagraph (i).
(e) Instalments
The Board may, on the issue of shares, differentiate between the holders as
to the amount of calls to be paid and the times of payment.
2. Forfeiture of shares
Where any person fails to pay any call or any instalment of a call for which
such person is liable at the time appointed for payment, the Board may, at
any time thereafter, serve notice on such person requiring payment of the
amount unpaid together with any interest which may have accrued.
The notice under paragraph (a) shall name a further day, not earlier than
the expiration of 14 days from the date of service of the notice, on or
before which the payment required by the notice shall be made, and shall
state that, in the event of non payment on or before the time appointed, the
shares in respect of which the amount was owing are liable to be forfeited.
(c) Forfeiture
(i) Where the requirements of the notice under paragraph (b) are not
complied with, any share in respect of which the notice has been
given may be forfeited, at any time before the required payment has
been made, by resolution of the Board to that effect.
(ii) Any forfeiture under subparagraph (i) shall include all dividends
and bonuses declared in respect of the forfeited share and not
actually paid before the forfeiture.
(ii) Where any forfeited share is sold within 12 months of the date of
forfeiture, the residue, if any, of the proceeds of sale after payment
of all costs and expenses of such sale or any attempted sale and all
amounts owing in respect of the forfeited share and interest thereon
shall be paid to the person whose share has been forfeited.
(e) Cessation of shareholding
The company may receive the consideration, if any, given for forfeited
share on any sale or disposition thereof and may execute a transfer of the
share in favour of the person to whom the share is sold or disposed of, and
such person shall then be registered as the holder of the share and shall not
be bound to see the application of the purchase money, if any, nor shall
such person’s title to the share be effected by any irregularity or invalidity
in the proceedings in reference to the forfeiture, sale or disposal of the
share.
FIFTH SCHEDULE
(sections 119, 155(1) and 166(c))
1. Chairperson
(a) Where the directors have elected a chairperson of the Board, and the
chairperson of the Board is present at a meeting of shareholders, he shall
chair the meeting.
(b) (i) Where no chairperson of the Board has been elected or if, at any
meeting of shareholders, the chairperson of the Board is not present
within 15 minutes of the time appointed for the commencement of
the meeting, the directors present shall elect one of their number to
be chairperson of the meeting.
2. Notice of meetings
(a) Written notice of the time and place of a meeting of shareholders shall be
sent to every shareholder entitled to receive notice of the meeting and to
every director, secretary and auditor of the company not less than 14 21 days
before the meeting. (amended GN 79 of 2019)
(c) Any irregularity in a notice of a meeting shall be waived where all the
shareholders entitled to attend and vote at the meeting attend the meeting
without protest as to the irregularity, or where all such shareholders agree to
the waiver.
(d) (i) Any accidental omission to give notice of a meeting to, or the
failure to receive notice of a meeting by, a shareholder shall not
invalidate the proceedings at that meeting.
(e) Notwithstanding paragraphs (a), (b) and (c), it shall not be necessary to
give any notice of an adjournment or of the business to be transacted at an
adjourned meeting.
(f) Paragraphs (a), (b) and (c) shall apply notwithstanding any contrary
provision in any constitution adopted by the company.
(b) Paragraph (a) shall apply notwithstanding any contrary provision in any
constitution adopted by the company.
4. Quorum
(a) Where a quorum is not present, no business shall, subject to paragraph (c),
be transacted at a meeting of shareholders.
(c) Where a quorum is not present within 30 minutes after the time appointed
for the meeting -
(i) in the case of a meeting called under section 118(1)(b), the meeting
shall be dissolved;
(ii) in the case of any other meeting, the meeting shall be adjourned to
the same day in the following week at the same time and place, or
to such other date, time and place as the directors may appoint; and
(d) Paragraphs (a) and (c)(i) and (ii) shall apply notwithstanding any contrary
provision in any constitution adopted by the company.
5. Voting
(i) not less than 5 shareholders having the right to vote at the meeting;
(e) A poll may be demanded either before or after the vote is taken on a
resolution.
(f) Where a poll is taken, votes shall be counted according to the votes
attached to the shares of each shareholder present in person or by proxy
and voting.
(h) (i) For the purposes of clause 5, the instrument appointing a proxy to
vote at a meeting of a company shall confer authority to demand or
join in demanding a poll and a demand by a person as proxy for a
shareholder shall have the same effect as a demand by the
shareholder.
(ii) Subject to any rights or restrictions for the time being attached to
any class of shares, every shareholder present in person or by proxy
and voting by voice or by show of hands and every shareholder
voting by postal vote (where this is permitted) shall have one vote.
(B) on any other question, shall be taken at such time and place
as the meeting directs,
and any business other than that on which a poll is demanded may be
proceeded with pending the taking of the poll.
(i) Paragraphs (a) to (f) and (h) shall apply notwithstanding any contrary
provision in any constitution adopted by the company.
6. Proxies
(a) A shareholder may exercise the right to vote either by being present in
person or by proxy.
(ii) Any power of attorney or other authority under which the proxy is
signed or a notarially certified copy shall also be produced.
(iii) A proxy form shall be sent with each notice calling a meeting of the
company.
(iv) The instrument appointing a proxy shall be in writing under the
hand of the appointer or of his agent duly authorised in writing or
in the case of a corporation under the hand of an officer or of an
agent duly authorised.
(e) (i) The constitution of a company may provide that the instrument
appointing a proxy shall not be effective unless it is produced by a
specified time before the start of a meeting where the time specified
is not earlier than 24 hours before the start of the meeting.
7. Postal votes
(b) The notice of a meeting at which shareholders are entitled to cast a postal
vote shall state the name of the person authorised by the Board to receive
and count postal votes at that meeting.
(c) Where no person has been authorised to receive and count postal votes at a
meeting, or where no person is named as being so authorised in the notice
of the meeting, every director shall be deemed to be so authorised.
(d) (i) A shareholder may cast a postal vote on all or any of the matters to
be voted on at the meeting by sending a notice in the manner in
which his shares are to be voted to a person authorised to receive
and count postal votes at that meeting.
(ii) The notice shall reach that person not less than 48 hours before the
start of the meeting.
(e) A person authorised to receive and count postal votes at a meeting shall -
(i) collect together all postal votes received by him or by the company;
(ii) in relation to each resolution to be voted on at the meeting, count -
(iii) sign a certificate that he has carried out the duties set out in
subparagraphs (i) and (ii) which sets out the results of the counts
required by subparagraph (ii); and
(ii) on a poll, count the votes cast by each shareholder who has
submitted a postal vote for or against the resolution.
(g) The chairperson of a meeting shall call for a poll on a resolution on which
he holds sufficient postal votes that he believes that, where a poll is taken,
the result may differ from that obtained on a show of hands.
(h) The chairperson of a meeting shall ensure that a certificate of postal votes
held by him is annexed to the minutes of the meeting.
8. Minutes
(a) The Board shall ensure that minutes are kept of all proceedings at meetings
of shareholders.
(b) Minutes which have been signed correct by the chairperson of the meeting
are prima facie evidence of the proceedings.
9. Shareholder proposals
(a) A shareholder may give written notice to the Board of a matter the
shareholder proposes to raise for discussion or resolution at the next
meeting of shareholders at which the shareholder is entitled to vote.
(b) Where the notice is received by the Board not less than 28 days before the
last day on which notice of the relevant meeting of shareholders is required
to be given by the Board, the Board shall, at the expense of the company,
give notice of the shareholder’s proposal and the text of any proposed
resolution to all shareholders entitled to receive notice of the meeting.
(c) Where the notice is received by the Board not less than 7 days and not
more than 28 days before the last day on which notice of the relevant
meeting of shareholders is required to be given by the Board, the Board
shall, at the expense of the shareholder, give notice of the shareholder's
proposal and the text of any proposed resolution to all shareholders entitled
to receive notice of the meeting.
(d) Where the notice is received by the Board less than 7 days before the last
day on which notice of the relevant meeting of shareholders is required to
be given by the Board, the Board may, where practicable, and at the
expense of the shareholder, give notice of the shareholder's proposal and
the text of any proposed resolution to all shareholders entitled to receive
notice of the meeting.
(e) Where the directors intend that shareholders may vote on the proposal by
proxy or by postal vote, they shall give the proposing shareholder the right
to include in or with the notice given by the Board a statement of not more
than 1000 words prepared by the proposing shareholder in support of the
proposal, together with the name and address of the proposing shareholder.
(f) The Board shall not be required to include in or with the notice given by
the Board a statement prepared by a shareholder which the directors
consider to be defamatory, frivolous, or vexatious.
(g) Where the costs of giving notice of the shareholder's proposal and the text
of any proposed resolution are required to be met by the proposing
shareholder, the proposing shareholder shall, on giving notice to the Board,
deposit with the company or tender to the company a sum sufficient to
meet those costs.
(a) Where 2 or more persons are registered as the holder of a share, the vote of
the person named first in the share register and voting on a matter shall be
accepted to the exclusion of the votes of the other joint holders.
Where a sum due to a company in respect of a share has not been paid, that share
may not be voted at a shareholder's meeting other than a meeting of an interest group.
(a) Subject to paragraphs (b) and (c), no person shall be qualified to act as a
debenture holders' representative unless he is -
(i) a notary;
(iii) an attorney-at-law;
(ii) is adjudged bankrupt or, in the case of a body corporate, goes into
liquidation or makes an arrangement or composition with its
creditors;
(d) (i) Where the debenture holders' representative is a person other than a
body corporate, a successor to him shall be named in the agency
deed.
(ii) Where the successor dies or becomes disqualified during the term
of office of the representative, a meeting of debenture holders shall
be convened by the representative within 28 days to appoint
another person as successor.
2. Agency deed
(a) A company may, as security for a debenture, but subject to any other laws
create over any of its assets or property a charge, of whatever nature, in
favour of the debenture holders' representative.
(i) the maximum sum which the company may raise by issuing
debenture of the same class;
(iv) the nature of any assets over which any charge is created by the
deed in favour of the debenture holders' representative for the
benefit of the debenture holders equally, and except where such a
charge is a floating charge, the identity of the assets subject to it;
(v) the nature of any assets over which any charge has been or is to be
created in favour of any person other than the debenture holders'
representative for the benefit of the debenture holders equally, and
except where such a charge is a floating charge, the identity of the
assets subject to it.
(vi) whether the company has created or has power to create a charge
for the benefit of some, but not all, of the holders of debentures
issued under the deed;
(A) acquire debentures issued under the deed before the date for
their redemption;
(ix) the date on which interest on the debentures issued under the deed
is to be paid and the manner in which payment is to be made;
(x) the date on which the principal of the debentures issued under the
deed shall be repaid and, unless the whole principal is to be repaid
to all the debenture holders at the same time, the manner in which
repayment shall be effected;
(xi) in the case of convertible debentures, the date and terms on which
the debentures may be converted into shares and the amounts which
shall be credited as paid up on such shares, and the date and terms
on which the debenture holders may exercise any right to subscribe
for shares in place of the debentures held by them;
(1) On the execution of an agency deed the debenture debt shall, where the
deed so provides, vest as it is created in the debenture holders' representative and
thereupon he shall -
(a) have power to act in his own name on behalf of the debenture
holders;
(i) take title in his own name to any property charged by the
borrowing company under the deed;
(2) Every company shall at the request of a debenture holder and on payment
of the fee specified in item 2 of the Third Schedule forward to him a copy of an agency
deed relating to or securing any issue of debentures held by him.
(1) A debenture holders' representative may receive all notices of and other
communications relating to any meeting of shareholders of the borrowing company which
a member is entitled to receive.
(a) make available for his inspection any book of the company;
5. Meetings on request
(a) considering the accounts and balance sheet of the company for its
last preceding financial year; and
(2) (a) Every meeting under paragraph (1) shall be summoned by sending
a notice by post, specifying the time and place of the meeting, to
every holder of the debentures at his last known address not later
than 14 days before the date of the proposed meeting.
(b) except where he is satisfied that the breach will not materially
prejudice any security conferred by the deed or the interests of the
debenture holders, do all such things as he is empowered to do to
cause the borrowing company to remedy a breach of those terms
and conditions;
(d) hold for the benefit of the debenture holders, and account to them
for, any money or property coming into his hands by way of
payment of principal or interest under the agency deed or on a
realisation of the security conferred by the deed.
(a) any other powers or remedies available to him for the protection of
the interests of the debenture holders;
(3) On an application for an order under this paragraph the Court may, after
giving the borrowing company an opportunity of being heard, and having regard to the
rights of all creditors of the borrowing company, give such directions as it thinks fit to
protect the interests of the debenture holders, the members of the borrowing company, or
the public, whether by way of -
(2) Where it appears to the debenture holders' representative that the purpose or
project referred to in the prospectus has not been achieved or completed within the time
stated in the prospectus or, where no time is stated, within a reasonable time, he may and
shall, if in his opinion it is necessary for the protection of the interests of the debenture
holders give written notice to the company requiring it to repay the money received and,
subject to paragraph (3) within one month, file a copy of the notice.
(3) The debenture holders' representative shall not give notice under paragraph
(2) where he is satisfied that -
(b) the interests of the debenture holders have not been materially
prejudiced by the failure to achieve or complete the purpose or
project within the time stated in the prospectus or within a
reasonable time; or
(c) the failure to achieve or complete the purpose or project was due to
circumstances beyond the control of the company that could not
reasonably have been foreseen at the time the prospectus was
issued.
(a) before the money was accepted, the company had given written
notice to the person from whom the money was received specifying
the purpose or project for which the money would in fact be used
and the money was accepted by the company accordingly; or
(i) has specified the purpose or project for which the money
would in fact be applied by the company; and
(ii) has offered to repay the money to the debenture holders and
they have not within 14 days after the receipt of the notice,
or such longer time as it specified in the notice, demanded
in writing from the company repayment of the money.
(5) Where the company has given written notice under paragraph (4),
specifying the purpose or project for which the money will in fact be applied by the
company, paragraph 7 shall apply and have effect as if the purpose or project so specified
in the notice was the particular purpose or project specified in the prospectus as the
purpose or project for which the money was to be applied.
(2) Paragraph (1) shall not invalidate a provision enabling release to be given -
Sections 52, 56, 57(3), 61, 64, 65, 69, 78, 81, 188, 246 and 247.
EIGHTH SCHEDULE
(section 158)
1. Chairperson
(1) The directors may elect one of their number as chairperson of the Board
and determine the period for which he is to hold office.
2. Notice of meeting
(2) A notice of a meeting of the Board shall be sent to every director who is in
Mauritius, and the notice shall include the date, time, and place of the meeting and the
matters to be discussed.
(1) A quorum for a meeting of the Board shall be fixed by the Board and if not
so fixed shall be a majority of the directors.
5. Voting
(4) A director present at a meeting of the Board is presumed to have agreed to,
and to have voted in favour of, a resolution of the Board unless he expressly dissents from
or votes against the resolution at the meeting.
6. Minutes
The Board shall ensure that minutes are kept of all proceedings at meetings of the
Board.
7. Resolution in writing
(2) Any such resolution may consist of several documents (including facsimile
or other similar means of communication) in like form each signed or assented to by one
or more directors.
(3) A copy of any such resolution must be entered in the minute book of Board
proceedings.
8. Other proceedings
Except as provided in this Schedule, the Board may regulate its own procedure.
NINTH SCHEDULE
(section 215(3))
Financial summary required to be filed by small private company
Financial summary
Rs.
Turnover
Less: Cost of Sales
GROSS PROFIT
Other operating income
Rs.
Assets
Non-current assets … … … … … …
Property, plant and equipment
Investments …
Other
Current Assets
Stocks
Debtors
Cash at bank and in hand … … … …
Total assets
Non-current liabilities
Loans
Deferred tax
Current liabilities
Short term loans
Creditors
Income tax
Bank overdraft
Total equity and liabilities
3. If the share register is divided into 2 or more registers kept in different places, the
place in which each register is kept.
4. If any records are not kept at the company's registered office under section 190(1),
details of those records and of the place or places where they are kept.
(a) the number of shares issued and, if there is more than one class of
shares, the number of shares in each class;
(g) the total number of shares forfeited and not sold or otherwise
disposed of;
(j) subject to section 48(3) of the Act, the stated capital where the
company has issued no par value shares. Where par value shares
have been issued the nominal and paid up value of the shares of
each class having a par value shall be stated.
(2) Sub-paragraph (1)(g) to (i) shall not apply to an open-ended fund including
an authorised mutual fund.
7. The total amount of indebtedness of the company under all charges which are
required to be registered with the Registrar.
8. All such particulars as are required to be given with respect to the persons who at
the date of the return are, or are deemed to be directors of the company and any
person who is a secretary of the company, and who are by the Act required to be
notified to the Registrar.
9. The full name and address of any auditor or share registrar of the company.
10. If the company is a party to a listing agreement with a securities exchange, the
names and addresses of, and the number of shares held by -
(2) where there is more than one class of shares, the persons holding the 10
largest number of shares in each class.
11. Except in the case of a company to which section 223(8) of the Act applies, the
following information relating to past and present shareholders of the company -
(1) the names and addresses of all the shareholders of the company ;
(2) the names and addresses of all persons who ceased to be shareholders of
the company -
(b) in the case of the first annual return of a company registered under
the Act, since the date of its incorporation;
(b) in the case of the first annual return of a company registered under
the Act, since the date of its incorporation;
(5) where the names are not arranged in an alphabetical order, having annexed
thereto an index sufficient to enable the name of any person to be easily
found.
13. In the case of a company which at the date of the annual return is a one
person company, the name and residential address and description of the
person named by the company to be its secretary under section 140(3) in
the event of the death or incapacity of the sole shareholder/director.
14. Except in the case of a company which since the last annual return or, in
the case of its first annual return since the date of its incorporation, has been a one
person company, the date of the last annual meeting of the company held under
the Act or, if the company avoided the need for an annual meeting by doing
everything required to be done at that meeting by passing a resolution under
section 106(1)(b) or 117, the date on which the resolution was passed.
15. A statement in the case of a private company which has passed a unanimous
resolution under section 271 that no interests register need be kept by the
company, the date of the resolution and that no shareholder has, at the date of the
annual return, given notice in writing to the company requiring it to keep an
interests register.
16. Subject to paragraph 17, unless the following particulars are included in the
balance sheet or in a note on or a statement annexed to the balance sheet,
particulars of -
(a) the names, countries of incorporation and nature of the businesses and
subsidiaries of the company and of all corporations in which the company
is entitled by itself or a nominee to exercise more than 25 per cent of the
votes exercisable at a meeting of shareholders of the company; and
17. The information required by this paragraph need not be given if the Registrar so
directs and for this purpose the Registrar shall have regard to whether the
disclosure of the information would be harmful to the business of the company or
of that of other companies and this harm outweighs any benefit to the public in
requiring this disclosure.
18. The information required by paragraph 5(1) shall show separately the number of
shares issued for cash and the number of shares issued as fully or partly paid up
for a consideration other than cash.
ELEVENTH SCHEDULE
(section 272(1))
Items Sections
1. 52
2. 63
3. 65
4. 69
5. 78
6. 79(2)
7. 80(2)
8. 81
9. 159
TWELFTH SCHEDULE
(section 295(b), 355)
Fees payable to Registrar
PART I
Items Matters in respect of which a fee shall be payable
PART II
Items Matters in respect of which a fee shall be payable
Items Sections
1. 23(2)(c) in so far as it
relates to a private company
2. 32
3. 50
4. 62(2)
5. 83
6. deleted by Finance Act No. 28 of 2004)
PART II
Items Sections
1. 57
2. 163 to 167
3. 193 to195
4. 210 to 217
5. 270(a)
6. 273 to 286
Amended by F.A 2004
FOURTEENTH SCHEDULE
(section 345)
PART I
(2) Par value shares, if any, may be stated in more than one currency.
(1) Where the Registrar has reasonable cause to suspect that a company
(I) holding a Category 1 Global Business Licence or Category 2 Global Business Licence “Global Business
Licence or an Authorised Company” -
(a) is not complying with any of the requirements of this Act or any
regulations made under this Act; or
(b) is being used in any way for the trafficking of narcotics and
dangerous drugs, arms trafficking or economic crime and money
laundering under the Economic Crime and Anti-Money Laundering
Act 2000,
(2) The Registrar shall report to the Commission any management company of a
company holding a Category 1 Global Business Licence or any registered agent of a
company holding a Category 2 Global Business Licence “an Authorised Company”,
which, in the opinion of the Registrar, fails to apply due diligence in the exercise
of any of its functions as
management company or registered agent, as the case may be.
Amended Act no.11 of 2018, Government Gazette No. 71 of 9 August 2018
3. Register of directors
(b) the date on which each person whose name is entered on the
register was appointed as a director of the company; and
4. Remuneration of directors
(3) No officer or agent shall have any power or authority with respect to the
matters requiring a resolution of directors under the Act.
Notwithstanding section 212 and 214, any company holding a Category 1 Global
Business Licence shall exclude from its group financial statements, the financial
statements of any of its subsidiaries which would have been excluded had the group
financial statements of the holding company been prepared in accordance with and in
compliance with International Accounting Standards or with any other internationally
accepted accounting standards.
Amended Act no.11 of 2018, Government Gazette No. 71 of 9 August 2018
Whenever there is a requirement under the Act for the audit of any company
holding a Category 1 Global Business Licence to be carried out in accordance withy
International Standards on Auditing, the audit may be carried out in accordance with any
other internationally accepted auditing standards.
Amended Act no.11 of 2018, Government Gazette No. 71 of 9 August 2018
(1) Subject to subparagraph (2), section 187 shall not apply to a company
holding a Category 1 Global Business Licence or a Category 2 Global
Business Licence. “Global Business
Licence or an Authorised Company”;
Amended Act no.11 of 2018, Government Gazette No. 71 of 9 August 2018
(2) (2) (a) Every company holding a Category 1 Global Business Licence or a
Category 2 Global Business Licence shall -
(a) shall have at least 1 director who need not be ordinarily resident in
Mauritius; and
(a) minutes of all meetings of, and copies of all resolutions consented
to by the directors or members;
(4) Where the company is required by its constitution to have a common seal,
an imprint of the seal shall be kept at the registered office of the company.
(1) One or more companies holding a Category 2 Global Business Licence “Authorised
Companies”; may merge or consolidate with one or more companies incorporated under the laws of
jurisdictions other than that of Mauritius in accordance with paragraphs (2) to (4), including where
one of the constituent companies is a parent company and the other constituent companies are
subsidiary companies, where the merger or consolidation is permitted by the laws of the jurisdictions in
which the companies incorporated outside
Mauritius are incorporated.
(3) The effect under this section of a merger or consolidation shall be the same
as in the case of a merger or consolidation under Part XVI where the surviving company
or the consolidated company is incorporated under this Act, but where the surviving
company or the consolidated company is incorporated under the laws of a jurisdiction
other than that of Mauritius, the effect of the merger or consolidation shall be the same as
in the case of a merger or consolidation under Part XVI except in so far as the laws of the
other jurisdiction otherwise provide.
(a) not be issued until the consideration in respect of the share is fully paid; or
(3) No officer or agent shall have any power or authority with respect to the matters
requiring a resolution of directors under the Act.
(4) The directors may remove an officer or agent appointed under subparagraph (1) or
revoked or vary a power conferred on him under subparagraph (2).
Fourteenth Sch. Amended by GN 167 of 2001 w.e.f. 1 December 2001 ; GN 139 of 2011
w.e.f. 13 July 2011.
FIFTEENTH SCHEDULE
(section 364(2)(a))
2. In these regulations -
4. These regulations shall be deemed to have come into force on 1st October
2006.
(regulation 3)
PART I
Fee payable
Items Matters in respect of which a fee shall be payable Within the After the
due date due date
1. In the case of a small private company -
(a) at the time of its incorporation; Rs 2,000 -
(b) at the time of registration by continuation; Rs 2,000
and
(c) in respect of every subsequent year Rs 2,000 Rs 3,000
2. In these regulations -
“CDS” means the Central Depository and Settlement Co. Ltd. established under
the Securities (Central Depository, Clearing and Settlement)Act 1996;
“company” means a public company admitted for quotation on the Official List of
the Stock Exchange;
“Stock Exchange of Mauritius Ltd” means the Stock Exchange Company referred
to in section 14 of the Stock Exchange Act 1988;
“treasury shares” has the same meaning as in sub-Part D of Part IV of the Act;
3. Any offer by a company or otherwise acquire its own shares on a stock exchange
shall, for the purposes of section 69(3) and sub-part of Part D VII of the Act be made in
accordance with the following conditions -
(a) no company shall purchase its own shares unless there is a Board
resolution authorizing the purchase on the Stock Exchange;
(ii) include a statement to the effect that the notice convening a special
meeting accompanied by an explanatory statement setting out the details
specified in the Schedule would be issued to the shareholders in due
course.
(ii) file a copy of the special resolution with the Registrar within 7 days
from the date of the passing of the resolution;
(iii) after consultation with the Commission and the Stock Exchange of
Mauritius Ltd, issue a press communiqué to inform the public of -
(e) the company shall, within 24 hours after each session during which it
purchases its shares, furnish information related to the said purchase to the
Commission and the Stock Exchange of Mauritius Ltd;
(i) the outcome of the purchase, including the costs involved in financing
the purchase of the shares;
(g) the company shall, within 28 days from the completion of the purchase
operation, file with the Registrar a return setting out the information specified in
subparagraph (f);
(h) subject to subparagraph (i), where the shares purchased are held as Treasury
shares and are re-issued, the company shall disclose to the Registrar, the
Commission and the Stock Exchange of Mauritius Ltd all information relating
to the price, the number of shares and the names of the persons to whom the
shares have been allotted.
(i) prior to the re-issue of the shares, the company shall hold a special meeting to
approve the amount and the price at which the Treasury shares shall be issued,
and shall cause a press communiqué to that effect to be published.
(j) where the shares purchased are cancelled, the company shall inform the CDS
of the cancellation and cause the share certificates to be physically destroyed.
(j) the company shall maintain a record of share certificates which have been
cancelled and destroyed;
(i) for the purpose of the purchase operation any document issued shall
contain true factual and material information, and a statement that the
directors of the company accept responsibility as to its contents and
that the company has complied with all the applicable laws;
(ii) no issue of shares, including a bonus issue, shall be made until the
closure of the purchase operation;
(iii) the consideration for the shares purchased shall be for cash
consideration;
4. a company shall not purchase its own shares prior to the expiry of 40 days
from the publication of its annual or interim results or during any period when
a cautionary announcement is operative in relation to dealings in the
company’s securities.
5. Where the company has announced that it shall purchase its own shares, it
shall proceed with the operation unless the Stock Exchange of Mauritius Ltd
authorises the company, on good cause, not to carry out the purchase
operation.
1. The date of the Board meeting at which the proposal for share purchase was
approved by the directors of the company.
4. The minimum and maximum number of shares that the company proposes to
purchase, sources of funds and the cost of financing the purchase of the shares.
6. A report addressed to the Board of directors by the company’s auditors stating that
-
(b) the Board of directors have formed the opinion on reasonable grounds and
that the company will not, having regard to its state of affairs, be rendered
insolvent within a period of one year from that date.
8. The proposed timetable from opening till the close of the purchase operation.
9. A statement as to whether there has been any offer to sell shares by any member of
the Board of directors and any substantial shareholder.
10. Details of the audited accounts of the company for the last 3 years.
(a) high, low and average market price of the shares of the company during the
preceding year;
(b) monthly high and low prices for the 6 months preceding the date of the
explanatory statement;
(e) high, low and average share price of the company; and
(f) details relating to the volume of business transacted for the respective 6
months periods.
12. Present capital structure (including the number of fully paid and partly paid
shares)and shareholding pattern.
Government Notice No 169 of 2001
2. In these regulations -
(c) section 127 (2) of the Act, the statement of particulars to be filed with the
Registrar by a company in respect of a property which is subject to a
charge shall be in the form specified in the Third Schedule;
(d) section 248(2)(f) of the Act, the document to be signed by the director or
secretary, as the case may be, of an amalgamated company giving his
consent thereto shall be in the appropriate form specified in the Fourth
Schedule;
(e) section 269(3) of the Act, the matters to be contained in the annual return
of a company limited by guarantee shall be in the form specified in the
Fifth Schedule. (Amended vide G.N. 151 of 2006 below)
(d) section 276(3) of the Act, the certificate issued on the registration
of a foreign company shall be in the form specified in the Ninth
Schedule;
(3) For the purposes of paragraph (1), the forms shall be of size A4 and shall
weigh 80 grams.
Regulations made by the Minister under section 360 of the Companies Act 2001
2. In these regulations -
4. (a) by repealing the First Schedule and replacing it by First Schedule to the
Regulations;
5. (b) by repealing the Fifth Schedule and replacing it by the Second Schedule to
these regulations
4. These regulations shall be deemed to have come into operation on 1st October
2006.
2. In these regulations -
2. In these regulations -
3. Where a person submits a document within the time limit decided by the Registrar
under section 12(3) of the principal Act, he shall pay to the Registrar the fee specified in
paragraph (a) of the Schedule.
4. Where a person submits a document after the time limit decided by the Registrar
under section 12(3) of the principal Act, he shall pay to the Registrar -
of the Schedule.
Fee
(Rs)
2. In these regulations -