Companies Act

Act 15 of 2001


Mauritius

Companies Act

Act 15 of 2001

  • Commenced on 1 December 2001
  • [This is the version of this document at 30 June 2017.]

Part I – Preliminary

1. Short title

This Act may be cited as the Companies Act.

2. Interpretation

(1)In this Act, unless the context otherwise requires—"accounting period" means, in relation to a company or any other body corporate, the period in respect of which the financial statements of the company or the other body corporate are made up, whether that period is a year or not;"agency deed"—(a)means a deed executed by a company or a debenture holders' representative in relation to the issue of debentures; and(b)includes a supplemental document, resolution or scheme of arrangement modifying the terms of the deed and a deed substituted therefor;"annual meeting" means the annual meeting of the shareholders of a company required to be held under section 115;"annual report" means the annual report required to be prepared under section 218;"annual return"—(a)means the annual return required to be filed under section 223; and(b)includes any document attached to or intended to be read with the return;"approved valuer" means—(a)a qualified auditor;(b)a land surveyor;(c)a registered professional engineer;(d)a qualified architect;(e)a chartered quantity surveyor;(f)a chartered surveyor; or(g)any other person designated as such by the Minister, by public notice;"arrangement" includes a re-organisation of the share capital of a company by the consolidation of shares of different classes or by the division of shares into shares of different classes or by both these methods;"articles"—(a)means the articles of association of an existing company; and(b)includes, so far as they apply to the company, the provisions contained in Table A of the Fourth Schedule to the Companies Act 1913 or in Table A and Table B of the First Schedule to the Companies Act 1984;"Authorised Company" has the same meaning as in the Financial Services Act;"authorised mutual fund" means a company set up as a collective investment scheme as defined in the Securities Act;"balance sheet date" has the meaning assigned to it in section 216;"banking company" means a bank licensed under the Banking Act;"benefits", in relation to a director(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(b)does not include an amount given in payment or reimbursement of out-of-pocket expenses incurred for the benefit of the company;"Board" and "directors" have the meaning set out in section 128;"book" includes any account, deed, writing or document, and any other record of information however compiled, recorded or stored;"borrowing company" means a company that is or is to be under a liability to repay any money received or to be received by it in response to an invitation to the public to subscribe for or purchase debentures;"branch register" means—(a)in relation to a company, a branch register of shareholders required to be kept under section 92;(b)in relation to a foreign company, a branch register of shareholders required to be kept under Part XXII;"carrying on business", for the purpose of Part XXII, has the meaning assigned to it in section 274;"CBRIS" or "Companies and Businesses Registration Integrated System" means, for the purposes of this Act, the Business Registration Act, the Foundations Act, the Limited Partnerships Act and the Limited Liability Partnerships Act 2016, the electronic system operated by the Registrar for—(a)the filing of particulars, financial statements and other documents; and(b)the payment of fees;"certified" means—(a)in relation to a copy or extract of a document, certified in such manner as the Registrar may approve to be a true copy or extract of the document; and(b)in relation to a translation of a document, certified in such manner as the Registrar may approve to be a correct translation of the document into the English or French language;"charge"—(a)means—(i)a mortgage;(ii)a fixed or floating charge made under Articles 2202 to 2202-55 of the Code Civil Mauricien;(iii)a deposit of a share or debenture certificate made under Articles 2129-1 to 2129-6 of the Code Civil Mauricien;(iv)a pledge of shares or debentures;(v)a lien over a motor vehicle under Articles 2100 to 2111 of the Code Civil Mauricien (Du gage sans déplacement sur les vehicules automobiles);(vi)a lien over plant and equipment under Articles 2112 to 2129 of the Code Civil Mauricien (Du gage sans déplacement sur I’outillage et materiel d’equipement professionnel, industriel ou agricole);(vii)a charge on a ship or aircraft;(viii)an agreement to give a charge; and(ix)any attachment on the proceeds to be paid by the Sugar Syndicate; but(b)does not include—(i)a hire purchase agreement;(ii)rents, rent-charges and annuities granted or reserved out of land;"class" has the meaning assigned to it in section 114;"collective investment scheme" has the same meaning as in the Secu­rities Act;"Commission" means the Financial Services Commission established under the Financial Services Act;"Companies Special Deposit Account" means the account referred to in section 315(3A);"company" means a company incorporated or registered under this Act and includes an existing company;"company limited by guarantee" means a company formed on the principle of having the liability of its members limited by its constitution to such amount as the members may respectively undertake to contribute to the assets of the company in the event of its being wound up;"company limited by shares" means a company formed on the princi­ple of having the liability of its shareholders limited by its constitution to any amount unpaid on the shares respectively held by the shareholder;"company limited by shares and by guarantee" means a company formed on the principle of having the liability of its members—(a)who are shareholders, limited to the amount unpaid, if any, on the shares respectively held by them; and(b)who have given a guarantee, limited, to the respectively amount they have undertaken to contribute, from time to time, and in the event of it being wound up;"Conservator of Mortgages" means the Conservator of Mortgages ap­pointed under the Registrar-General Act;"constitution" means the constitution of a company referred to in section 42;"continued in Mauritius" or "continued", in relation to a company, means a company incorporated outside Mauritius which is registered un­der Part XXV and continued as a company under this Act;"contributory"—(a)means a person liable to contribute to the assets of a company in the event of its being wound up; and(b)includes the holder of fully paid shares in the company;"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(b)does not include—(i)a statutory corporation;(ii)a corporation sole;(iii)a registered co-operative society;(iv)a trade union; or(v)a registered association;"Court" means the Bankruptcy Division of the Supreme Court;"Curator" means the Curator appointed under the Curatelle Act;"date of incorporation" means the date of registration of the company;"debenture"—(a)means a written acknowledgement of indebtedness issued by a company in respect of a loan made or to be made to it or to any other person or money deposited or to be deposited with the company or any other person or the existing indebtedness of the company or any other person whether constituting a charge on any of the assets of the company or not; and(b)includes—(i)debenture stock;(ii)convertible debenture;(iii)a bond or an obligation;(iv)loan stock;(v)an unsecured note; or(vi)any other instrument executed, authenticated, issued or created in consideration of such a loan or existing indebted­ness; but(c)does not include—(i)a bill of exchange;(ii)a promissory note;(iii)a letter of credit;(iv)an acknowledgement of indebtedness issued in the ordi­nary course of business for goods or services supplied;(v)a policy of insurance; or(vi)a deposit certificate, pass book or other similar document issued in connection with a deposit or current account at a banking company;"debenture holders' representative" means a person designated as such in an agency deed;"debenture stock"—(a)means a debenture by which a company or a debenture holders' representative acknowledges that the holder of the stock is enti­tled to participate in the debt owing by the company under the agency deed; and(b)includes loan stock;"director" has the same meaning as in section 128;"distribution", in relation to a distribution by a company to a share­holder, means—(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(b)the incurring of a debt to or for the benefit of the shareholder,in relation to shares held by that shareholder, and whether by means of a purchase of property, the redemption or other acquisition of shares, a dis­tribution of indebtedness, or by some other means;"dividend" has the meaning assigned to it in section 63;"document"—(a)means a document in any form; and(b)includes—(i)any writing on any material;(ii)a book, graph or drawing;(iii)information recorded or stored by any electronic or other technological means and capable, with or without the aid of equipment, of being reproduced;"dormant company" means a company recorded by the Registrar under Part XXIV as being a dormant company;"employee" means a person who has entered into, or works in Mauri­tius under, an agreement or a contract of service or apprenticeship with a company, whether by way of manual labour, clerical or managerial work, or otherwise, and however remunerated;"entitled person", in relation to a company, means—(a)a shareholder; and(b)a person upon whom the constitution confers any of the rights and powers of a shareholder;"executive" means an employee who has been given responsibility for some section of the activities of a company;"executive director" means a director who is involved in the day-to-day management of the company;"existing company" means a body corporate incorporated or registered or deemed to be registered under Part III of this Act or under the Compa­nies Act 1984, or under the Companies Act 1913 or the International Companies Act 1994;"expert" means an approved valuer or any other person whose profes­sion gives authority to a statement made by him;"filing" means lodging a document with the Registrar and having the document accepted for registration by the Registrar;"financial statements" has the meaning assigned to it in section 217;"firm" means the association formed by persons who enter into a part­nership or société not registered under this Act or the Companies Act 1984 or the Companies Act 1913;"floating charge" has the same meaning as in the Code Civil Mauricien;"foreign company" means a body corporate that is incorporated out­side Mauritius and that is required to be registered under Part XXII;"Global Business Licence" has the same meaning as in the Financial Services Act;"group financial statements" has the meaning assigned to it in section 217;"group of companies" means a parent company and all its subsidiaries;"heir" includes a legatee, an executor and a personal representative;"hire purchase agreement" has the same meaning as in the Hire Pur­chase and Credit Sale Act;"holding company" has the meaning assigned to it in section 3;"inspector" means an inspector designated or appointed under Part XV;"insurance company" means a company licensed under the Insurance Act;"interested", in relation to a director, has the meaning assigned to it in section 147;"interests register" means the register required to be kept under section 190 (2) (c);"International Accounting Standards"—(a)means the International Accounting Standards issued by the Inter­national Accounting Standards Committee, the International Fi­nancial Reporting Standards issued by the International Account­ing Standards Board, the Accounting Standards issued by the Ac­counting and Auditing Organization for Islamic Financial Institu­tions, and any Standards, by whatever name called, issued by these bodies or their successor bodies; and(b)includes the Interpretations of the Standing Interpretations Committee of the International Accounting Standards Commit­tee, the International Financial Reporting Interpretations Commit­tee of the International Accounting Standards Board, and any In­terpretations, by whatever name called, issued by the Interpreta­tions Committees of the above bodies or their successor bodies;"International Standards on Auditing" means the International Stand­ards on Auditing issued by International Federation of Accountants;"investment company" means a company whose business consists of investing its funds principally in securities with the aim of spreading in­vestment risks and giving members of the company the benefit of the re­sults of the management of its funds;"Islamic banks" means banks licensed as such by the Bank of Mauritius;"Islamic financial institutions" means financial institutions licensed as such by the Financial Services Commission;"law firm" has the same meaning as in the Law Practitioners Act;"law practitioner" has the same meaning as in the Law Practitioners Act;"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;"limited liability partnership" has the same meaning as in the Limited Liability Partnerships Act 2016;"liquidator" includes the Official Receiver acting as the liquidator;"listed company" means a company, the shares or class of shares of which are listed on a securities exchange licensed under the Securities Act;"major transaction" has the meaning assigned to it in section 130 (2);"management company" has the same meaning as in the Financial Services Act;"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;(b)in circumstances other than under paragraph (a), the principal ex­ecutive of a company, whether or not that person is a director;"member" means—(a)a shareholder within the meaning of section 99; and(b)in the case of a company limited by guarantee, a person whose name is entered in or who is entitled to have his name entered in the register of members;"memorandum" means the memorandum of association of an existing company;"Minister" means the Minister to whom responsibility for the subject of corporate affairs is assigned;"microenterprise" has the same meaning as in the Small and Medium Enterprises Act;"minority interest" means 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 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;"non-executive director" means a director who is not involved in the day-to-day management of the company;"offer" includes an invitation to make an offer;"offeree" means a holder of shares which are included in a take-over offer;"officer", in relation to a corporation, means a director, a Secretary or an executive;"Official Receiver" means the Official Receiver referred to in the Bank­ruptcy Act;"one person company"—(a)means a private company in which the only shareholder is also the sole director of the company; and(b)does not include a company in which the only shareholder is a corporation;"open-ended fund" means a collective investment scheme under the Securities Act;"ordinary resolution" has the meaning assigned to it in section 104 (2);"parent", in relation to a corporation, means a corporation that has one or more subsidiaries;"partnership" means any civil or commercial partnership including a société;"person concerned", in relation to a corporation, includes—(a)a person who is or has been employed by a corporation as a director, banker, auditor, attorney-at-law, notary or otherwise;(b)a person who, or in relation to whom there are reasonable grounds for suspecting that he­—(i)has in his possession any property of the corporation;(ii)is indebted to the corporation; or(iii)is able to give information concerning the promotion, for­mation, management, dealing, affairs or property of the corporation;"pre-emptive rights" means the rights conferred on shareholders under section 55;"printed" includes typewritten or lithographed or reproduced by any mechanical, electronic, photographic or other process;"private company" means a company incorporated or registered in Mauritius as a private company and which has the characteristics referred to in Part XXI;"property"—(a)means property of every kind whether tangible or intangible, real or personal, corporeal or incorporeal; and(b)includes rights, interests and claims of every kind in relation to property however they arise;"qualified auditor" means a person who is qualified to be appointed as an auditor under section 198;"qualified Secretary" means a person who is qualified to be appointed as a Secretary under section 165;"records" means the records and documents required to be kept by a company under sections 190 and 191;"register" or "register of companies" means the register required to be kept under section 11;"registered" means registered under this Act, the Companies Act 1984, the International Companies Act 1994 or the Companies Act 1913;"registered agent" has the same meaning as in the Financial Services Act;"registered association" has the same meaning as in the Registration of Associations Act;"registered co-operative society" has the same meaning as in the Cooperatives Act;"registered office" has the meaning assigned to it in section 187;"Registrar" means the Registrar of Companies appointed under section 10;"Registrar-General"—(a)means the Registrar-General appointed under the Registrar-General Act; and(b)includes the authorised officer under the Registration and Tran­scription of Deeds and Inscription of Mortgages, Privileges and Charges (Rodrigues) Act;"related company" has the meaning assigned to it in subsection (2);"relative", in relation to any person, means—(a)any parent, spouse, child, brother or sister of that person;(b)any parent, child, brother or sister of a spouse of that person; or(c)a nominee or trustee of any person referred to in paragraph (a) or (b);"relevant interest" has the meaning assigned to it in section 154;"reporting issuer" has the same meaning as in the Securities Act;"secured creditor", in relation to a company, means a person entitled to a charge on or over property owned by that company;"securities" has the same meaning as in the Securities Act;"securities exchange" has the same meaning as in the Securities Act;"SEM" means the securities exchange operated by Stock Exchange of Mauritius Ltd;"service address"—(a)means the address at which documents may be served; and(b)includes the address of a registered office;"share" means a share in the share capital of a company;"share register" means the share register required to be kept under section 91;"shareholder" has the meaning assigned to it in section 99;"signed"—(a)means subscribed by a person under his hand with his signa­ture; and(b)includes the signature of the person given electronically where it carries that person's personal encryption;"small enterprise" has the same meaning as in the Small and Medium Enterprises Act;"small private company" has the same meaning assigned to it by sub­sections (5), (6) and (7);"solvency test" has the meaning assigned to it in section 6;"special meeting" means a meeting called in accordance with section 116;"special resolution" means a resolution approved by a majority of 75 per cent or, if a higher majority is required by the constitution, that higher majority, of the votes of those shareholders entitled to vote and voting on the question;"spouse", in relation to a person, includes a person with whom that person has a relationship in the nature of marriage;"stated capital" has the meaning assigned to it in section 7;"Stock Market" means a securities market operated by a securities ex­change;"subsidiary" has the meaning assigned to it in section 3;"substantial shareholder" means a person in Mauritius or elsewhere, who holds by himself or his nominee, a share or an interest in a share which entitles him to exercise not less than 5 per cent of the aggregate voting power exercisable at the meeting of shareholders;"surplus assets" means the assets of a company remaining after the payment of creditors' claims and available for distribution in accordance with Part XI of the Companies Act 1984 prior to its removal from the reg­ister of companies;"trade union" has the same meaning as in the Employment Relations Act;"unanimous resolution" means a resolution which has the assent of every shareholder entitled to vote on the matter which is the subject of the resolution and either—(a)given by voting at a meeting to which notice to propose the res­olution has been duly given and of which the minutes of the meet­ing duly record that the resolution was carried unanimously or;(b)where the resolution is signed by every shareholder or his agent duly appointed in writing signed by him, the resolution in this case may consist of one or more documents in similar form (including letters, facsimiles, electronic mail or similar means of communica­tion) each signed by the shareholder concerned or his agent;"unanimous shareholder agreement" means a unanimous shareholder agreement entered into pursuant to section 272;"unlimited company" means a company formed on the principle of hav­ing no limit placed on the liability of its shareholders;"virtually wholly owned subsidiary" has the meaning assigned to it in section 3 (6);"wholly owned subsidiary" has the meaning assigned to it in section 3 (5);"winding up resolution" means a resolution passed for the winding up of a company;"writing" includes—(a)the recording of words in a permanent or legible form; and(b)the display of words by any form of electronic or other means of communication in a manner that enables the words to be readily stored in a permanent form and with or without the aid of any equipment to be retrieved and read;"year" means a calendar year.
(2)In this Act, a company is related to another company where—
(a)the other company is its holding company or subsidiary;
(b)more than half of the issued shares of the company, other than shares that carry no right to participate beyond a specified amount in a distribution of either profits or capital, is held by the other company and companies related to that other company (whether directly or indirectly, but other than in a fiduciary ca­pacity);
(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
(e)there is another company to which both companies are related.
(3)For the purpose 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.
(4)A reference in this Act to an address means—
(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.
(5)A company shall be a "small private company" where—
(a)it is a private company the turnover of which in respect of its last preceding accounting period is less than 50 million rupees or such other amount as may be prescribed; and
(b)it is not a company holding a Global Business Licence.
(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) shall be proportionately adjusted.
(b)For the purpose of subsection (5)—"last preceding accounting period" means the period immediately pre­ceding the current period in respect of which the financial statements of the company are required to be made up.
(7)A private company which is incorporated after 1 December 2001 shall qualify as a small private company in respect of its first accounting period.
[S. 2 amended by s. 4 (a) of Act 20 of 2002 w.e.f. 1 December 2001; s. 5 (a) of Act 14 of 2005 w.e.f. 10 November 2004; s. 156 (1) (a) of Act 22 of 2005 w.e.f. 28 September 2007; s. 6 (a) of Act 15 of 2006 w.e.f. 7 August 2006; s. 5 (a) of Act 18 of 2008 w.e.f. 19 July 2008; s. 7 (a) of Act 14 of 2009 w.e.f. 30 July 2009; s. 5 (a) of Act 27 of 2012 w.e.f. 22 December 2012; s. 10 (a) of Act 9 of 2015 w.e.f. 14 May 2015; s. 9 (a) of Act 18 of 2016 w.e.f. 7 September 2016; s. 69 (1) (a) of Act 24 of 2016 w.e.f. 3 January 2017; s. 11 (a) of Act 10 of 2017 w.e.f. 24 July 2017; s. 13 (a) of Act 11 of 2018 w.e.f. 1 October 2018.]

3. Meaning of "holding company" and "subsidiary"

(1)In this section—"company" includes a corporation.
(2)For the purposes of this Act, a company shall be a subsidiary of another company where—
(a)that other company or corporation, referred to as the parent
(i)controls the composition of the Board of the company;
(ii)is in a position to exercise, or control the exercise of, more than one half the maximum number of votes that can be exercised at a meeting of the company;
(iii)holds more than one half of the issued shares of the com­pany, other than shares that carry no right to participate beyond a specified amount in a distribution of either profits or capital; or
(iv)is entitled to receive more than one half of every dividend paid on shares issued by the company, other than shares that carry no right to participate beyond a specified amount in a distribution of either profits or capital; or
(b)the company is a subsidiary of a company that is the parent's subsidiary.
(3)For the purposes of this Act, a company shall be another company's holding company only where that other company is its subsidiary.
(4)For the purposes of this Act—
(a)a company shall be the "ultimate holding company" of another company provided—
(i)the other company is a subsidiary of the first mentioned company; and
(ii)the first mentioned company is not itself a subsidiary of any company;
(b)"the ultimate holding company in Mauritius", in relation to a com­pany incorporated in Mauritius, means a holding company which is not a subsidiary of a company incorporated in Mauritius.
(5)A company shall be deemed to be the wholly owned subsidiary of another corporation, referred to as "the parent", provided the members of the company do not include any person apart from—
(a)that other corporation;
(b)a nominee of that other corporation;
(c)a subsidiary of that other corporation being a subsidiary the members of which do not include any person apart from that other corporation or a nominee of that other corporation; or
(d)a nominee of such a subsidiary.
(6)A company shall be deemed to be the virtually wholly owned subsidi­ary of another corporation referred to as "the parent" provided the parent owns 90 per cent or more of the voting power in that company.

4. Meaning of "subsidiary" — matters to be disregarded

In determining whether a company is a subsidiary of another company
(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
(ii)by, or by a nominee for, a subsidiary of that other compa­ny, not being a subsidiary which is concerned only as a trustee,
are to be treated as held or exercisable by that other company;
(c)shares held or a power exercisable by a person under the provi­sions of debentures of the company or of an agency deed for securing an issue of debentures shall be disregarded;
(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"

(1)In this section—"company" includes a corporation.
(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—
(a)where the other company, by exercising a power exercisable (whether with or without the consent or concurrence of any other person) by it, can appoint or remove all the directors of the com­pany, or such number of directors as together hold a majority of the voting rights at meetings of the Board of the company; and
(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;
(ii)power to govern the financial and operating policies of the company under any enactment or agreement;
(iii)power to appoint or remove the majority of the members of the Board of directors or equivalent governing body; and
(iv)power to cast the majority of votes at meetings of the Board of directors or equivalent governing body.
(3)For the purposes of subsection (1), the other company shall be taken as having power to make such an appointment where—
(a)a person cannot be appointed as a director of the company without the exercise by the other company of such a power in the person's favour; or
(b)a person's appointment as a director of the company follows necessarily from the person being a director or other officer of the other company.

6. Meaning of "solvency test"

(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—
(i)the value of its liabilities; and
(ii)the company's stated capital.
(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—
(a)in the case of a public company or a private company other than a small private company, the most recent financial statements of the company prepared in accordance with International Account­ing Standards;
(b)in the case of a small private company, the most recent financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances; and
(c)a valuation of assets or estimates of liabilities that are reason­able in the circumstances.
(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 liabilities and its stated capital, the directors of each amalga­mating company—
(a)shall have regard to—
(i)financial statements that are prepared in accordance with International Accounting Standards and that are prepared as if the amalgamation had become effective; and
(ii)all other circumstances that the directors know or ought to know would affect, or may affect, the value of the amal­gamated company's assets and the value of its liabilities;
(b)may rely on valuations of assets or estimates of liabilities that are reasonable in the circumstances.
(4)Notwithstanding subsection (1) (b) (ii), the provision relating to stated capital in connection with the solvency test shall not apply to an investment company.
(5)A company incorporated or registered under the Protected Cell Com­panies Act shall apply the solvency test to each of its cells.
[S. 6 amended by s. 4 (b) of Act 20 of 2002 w.e.f. 1 December 2001; s. 8 (a) of Act 20 of 2011 w.e.f. 16 July 2011.]

7. Stated capital

(1)Subject to section 62, "stated capital", in relation to a class or classes of no 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—
(a)the issue of the shares; and
(b)calls on the shares.
(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—
(a)the nominal paid up value of the shares; and
(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
(b)the cash value of that performance shall be deemed to be a call which has been paid on the share for the purposes of subsec­tion (1) or (2), as the case may be.

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—
(a)in the Gazette; and
(b)in 2 daily newspapers in wide circulation in Mauritius.

9. Act binds the State

This Act shall bind the State.

Part II – The Registrar

10. The Registrar

(1)There shall be a Registrar of Companies who shall be a public officer.
(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 that—
(a)records or stores information electronically or by other means; and
(b)permits the information so recorded or stored to be readily inspected or reproduced in usable form.

12. Registration of documents

(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
(a)is not in the form approved by him;
(b)is not in accordance with this Act;
(c)is not printed or typewritten;
(d)is not in a form that enables particulars to be entered directly, by electronic or other means, in the device or facility where the reg­ister is kept wholly or partly by means of a device or facility re­ferred to in section 11 (2);
(e)has not been properly completed;
(f)contains any matter contrary to law;
(g)contains any error, alteration or erasure;
(h)contains any material that is not clearly legible; or
(i)is not in accordance with any directive or notice issued by the Registrar.
(3)Where the Registrar refuses to register a document under subsec­tion (2), the Registrar shall, within 5 working days of the day on which the document was submitted for registration, give notice, in writing or by using such means of communication as may be determined by him, to the person who submitted the document and may require—
(a)that the document be appropriately amended or completed and submitted for registration again; or
(b)that a fresh document be submitted in its place,
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—
(a)be deemed not to have been filed; and
(b)in the case of a document not collected for the purposes of sub­section (3) (a), be disposed of by the Registrar in such manner as he may determine.
(5)The Registrar may, for the purposes of this section, issue such direc­tions as he considers necessary.
(6)For the purposes of this Act, a document shall be registered when—
(a)the document is filed in a register kept by the Registrar;
(b)particulars of the document are entered in any device or facility referred to in section 11 (2).
(7)The registration or the refusal of registration of a document shall not, in respect of that document, affect its validity or create a presumption as to the correctness of the information it contains.
(a)affect the validity of the document;
(b)create a presumption as to the correctness of the information contained therein.
(8)The Registrar may, from time to time, issue Practice Directions setting out—
(a)the form of notices required to be given to the Registrar under this Act; or
(b)the procedure to be followed in registering documents or per­forming any act or thing required to be done under this Act.
(9)Any Practice Direction issued under subsection (8) shall be published in the Gazette and shall remain in force unless amended or revoked by publi­cation in the Gazette.
[S. 12 amended by s. 5 (b) of Act 18 of 2008 w.e.f. 19 July 2008; s. 7 (b) of Act 14 of 2009 w.e.f. 30 July 2009; s. 7 (a) of Act 27 of 2013 w.e.f. 21 December 2013; s. 9 (b) of Act 18 of 2016 w.e.f. 7 September 2016.]

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.
[S. 12A inserted by s. 10 (b) of Act 9 of 2015 w.e.f. 14 May 2015.]

13. Use of computer system

(1)Notwithstanding anything to the contrary, the Registrar may authorise—
(a)the incorporation or registration of a company or the registration of a commercial partnership "société commerciale", including “société commerciale de fait”;
(b)the payment of any fee under this Act, the Business Registration Act, the Foundations Act or the Limited Partnerships Act;
(c)the submission of the annual return and 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 the Registrar may approve.
(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 purpose of this section—
(a)authorising the destruction of any document which has been recorded or stored electronically or by other means;
(b)providing that any document reproduced electronically or by oth­er means by the Registrar shall, for all purposes, be treated as if it were the original document, notwithstanding any law to the contrary;
(c)otherwise giving full effect to and ensuring the efficient operation of any device or facility of the kind referred to in subsection (1).
[S. 13 amended by s. 10 (c) of Act 9 of 2015 w.e.f. 14 May 2015.]

14. Inspection and evidence of registers

(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—
(a)any document in a register kept by the Registrar;
(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 this section, apply to the Registrar for—
(a)a certificate of incorporation of a company;
(b)a copy of, or extract from, a document in a register kept by the Registrar;
(c)the particulars of any registered document that have been entered in any device or facility referred to in section 11 (2) of this Act; or
(d)a copy of, or extract from, a registered document the particulars of which have been entered in any such device or facility.
(3)On an application under subsection (2), the Registrar shall, on pay­ment by the applicant of the prescribed fee, issue the document, particulars or copy or certified copy applied for.
(4)Unless otherwise ordered by the Court, the Registrar shall not be required by any process of the Court to produce—
(a)a registered document kept by the Registrar; or
(b)evidence of the entry of particulars or a registered document in any device or facility referred to in section 11 (2),
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.
(5)A copy of, or extract from, a registered document
(a)that constitutes part of a register kept by the Registrar; or
(b)particulars of which have been entered in any device or facility referred to in section 11 (2),
certified to be a true copy or extract by the Registrar is admissible in evi­dence in legal proceedings to the same extent as the original document.
(6)An extract certified by the Registrar as containing particulars of a reg­istered document that have been entered in any device or facility referred to in section 11 (2) of this Act is, in the absence of proof to the contrary, con­clusive evidence of the entry of those particulars.
(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.
(8)Notwithstanding subsection (7), a person may, on payment of the prescribed fee, request the Registrar to provide, in relation to a private company holding a Global Business Licence or an Authorised Company
(a)the name of the company and the address of its registered office; and
(b)the name and address of any management company or regis­tered agent appointed by the company, as the case may be,
recorded on any register kept by the Registrar on or after 1 December 2001 or in respect of any such company removed from the register after 1 December 2001.
(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.
(11)Unless—
(a)required by the beneficial owner or the ultimate beneficial owner;
(b)required for the purpose of an investigation, enquiry or any other matter; or
(c)ordered by a court or the Judge in Chambers,
the Registrar shall not disclose to any person the information referred to in section 91 (3) (a) (ii).
[S. 14 amended by s. 4 (c) of Act 20 of 2002 w.e.f. 1 July 2002; s. 5 (b) of Act 27 of 2012 w.e.f. 22 December 2012; s. 9 (c) of Act 18 of 2016 w.e.f. 7 September 2016; s. 11 (b) of Act 10 of 2017 w.e.f. 24 July 2017; s. 13 (b) of Act 11 of 2018 w.e.f. 1 October 2018.]

15. Registrar's powers of inspection

(1)For the purpose of ascertaining whether a company or an officer is complying with this Act or any subsidiary enactment made under this Act, the Registrar may, on giving 72 hours' written notice to the company, call for the production of or inspect any book required to be kept by the company.
(2)Any person who—
(a)fails to produce any document under subsection (1); or
(b)obstructs or hinders the Registrar or any person authorised by the Registrar, in the exercise of any powers under subsection (1),
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.
[S. 15 amended by s. 4 (d) of Act 20 of 2002 w.e.f. 1 July 2002.]

16. Appeals from Registrar's decisions

(1)A person who is aggrieved by a decision of the Registrar under this Act may appeal to the Court within 14 days of the date of notification of the decision, or within such further time as the Court may allow.
(2)The Court may confirm, reverse or vary the Registrar's decision or may give such directions as the Court thinks fit.

17. Power to require compliance

(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.
(2)Upon a failure by a person to comply with subsection (1), the Regis­trar may apply to the Court for an order directing the person, to make good the default within such time as may be specified in the order.
(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.
(4)This section shall be without prejudice to the operation of any enactment imposing penalties on a company or its officers in respect of any such default.
(5)An application under subsection (2) may be made to the District Court in its civil jurisdiction and the District Court may exercise the powers of the Court under that subsection.

18. Extending time for doing any required act

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.

19. Lost documents

(1)Where the constitution or any other document relating to a company required to be filed, has been lost or destroyed, the company may, with the approval of the Registrar, file a copy of the document.
(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.
(3)The Registrar may, on being satisfied—
(a)that the original document has been lost or destroyed;
(b)of the date of the filing of the original document; and
(c)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.

20. Power of Registrar to reconstitute file

(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.

Part III – Incorporation

A – Essential requirements

21. Essential requirements and different types of companies

(1)A company shall have—
(a)a name;
(b)in the case of a company limited by shares, one or more shares;
(c)one or more shareholders or members, having limited or unlim­ited liability for the obligations of the company; and
(d)one or more directors.
(2)Every company shall be­—
(a)a company limited by shares;
(b)a company limited by guarantee;
(c)a company limited by both shares and guarantee; or
(d)an unlimited company.
(3)Every reference in this Act to a company limited by shares or to a company limited by guarantee shall, unless the context otherwise requires, include a company limited both by shares and by guarantee.
(4)Every company shall be a public company or a private company.
(5)Every company shall be a public company unless it is stated in its application for incorporation or its constitution that it is a private company.
(6)A company which is licensed to carry on a qualified global business under the Financial Services Act may be a public company or a private company.
(7)A company of any of the types of company referred to in subsec­tion (2) may be registered as a limited life company under Part XXIII.
(8)Every company shall be deemed to be a commercial company.

B – Method of incorporation

22. Right to apply for incorporation

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—
(a)in a form approved by the Registrar;
(b)signed by each applicant;
(c)accompanied by—
(i)a document in a form approved by the Registrar, signed by every person named as a director or Secretary, containing his consent to be a director or Secretary;
(ii)a certificate that the person is not disqualified from being appointed or holding office as a director or Secretary of a company;
(iii)in the case of a company having a share capital, a docu­ment in a form approved by the Registrar, signed by every person named as a shareholder, or by an agent of that per­son authorised in writing, containing that person's consent to being a shareholder and to taking the class and number of shares specified in the document and stating the consid­eration to be provided by that shareholder for the issue of those shares;
(iv)in the case of a company limited by guarantee, a document signed by each person named as a member, or by an agent of that person authorised in writing, containing the matters set out in subsection (3);
(v)where the document has been signed by an agent, the instrument authorising the agent to sign it;
(vi)a notice reserving a name for the proposed company, if any; and
(vii)where the proposed company is to have a constitution, a document certified by at least one applicant that the document is the company's constitution.
(2)Without prejudice to subsection (1), the application shall state—
(a)the full name and address of each applicant;
(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;
(c)particulars of any business occupation and directorships of any public company or subsidiary of a public company held by each director;
(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;
(e)whether the company is a limited company or an unlimited company;
(f)in the case of a private company, that the company is a private company;
(g)the registered office of the proposed company;
(ga)such other information as may be required;
(h)in the case of a one person company, the full name, the usual residential address, the service address and occupation of the person nominated by the proposed director to be the Secretary of the company pursuant to section 140 in the event of the death or mental incapacity of the sole shareholder and director; and
(i)a declaration made by the applicant that the information provid­ed in the application is true and correct.
(3)A document submitted under subsection (1) (c) (iv) shall contain the consent of the person referred to thereunder to be a member and shall state a specified amount up to which the member undertakes to contribute to the assets of the company, in the event of its being wound up while that person is a member, or within one year after ceasing to be a member, for payment of the debts and liabilities of the company contracted before that person ceases to be a member, and of the costs, charges and expenses of the wind­ing up, and for the adjustments of the rights among themselves of the other members who are similarly required to contribute.
(4)Where a person is a director of one or more subsidiaries of the same holding company, and of the holding company it shall be sufficient for the purpose of subsection (2) (c) to state that the person is the holder of one or more directorships in that group of companies and the group may be described by the name of the holding company with addition of the word "Group".
[S. 23 amended by s. 4 (a) of Act 21 of 2006 w.e.f. 1 October 2006; s. 5 (c) of Act 27 of 2012 w.e.f. 22 December 2012.]

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—
(a)enter the particulars of the company on the register;
(b)assign a unique number to the company as its company number; and
(c)issue—
(i)a certificate of incorporation electronically; or
(ii)upon request and on payment of the appropriate fee, a signed copy of the certificate of incorporation.
[S. 24 amended by s. 10 (d) of Act 9 of 2015 w.e.f. 14 May 2015; s. 9 (d) of Act 18 of 2016 w.e.f. 7 September 2016; s. 4 (a) of Act 4 of 2017 w.e.f. 20 May 2017.]

25. Certificate of incorporation

A certificate of incorporation of a company issued under section 24 is conclusive evidence that—
(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.

26. Separate legal personality

A company incorporated under this Act shall be a body corporate with the name by which it is registered and continues in existence until it is removed from the register of companies.

Part IV – Capacity, powers and validity of Acts

27. Capacity and powers

(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 purpose 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.
(3)The constitution of a company may contain a provision relating to the capacity, rights, powers, or privileges of the company only if the provision restricts the capacity of the company or those rights, powers, and privileges.

28. Validity of actions

(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.
(2)Where the constitution of a company provides for any restriction on the business or activities in which the company may engage—
(a)the capacity and powers of the company shall not be affected by that restriction; and
(b)no act of the company and no contract or other obligation entered into by the company and no transfer of property to or by the company is invalid by reason only that it was done in con­travention of that restriction.
(3)Subsection (2) shall be without prejudice to sections 169, 170, 174 and 176.
(4)The capacity of the company to do an act shall not be affected by the fact that the act is not, or would not be, in the best interests of a company.

29. Dealings between company and other persons

(1)A company or a guarantor of an obligation of a company shall not as­sert against a person dealing with the company or with a person who has acquired property, rights, or interests from the company that—
(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;
(b)a person named as a director or Secretary of the company in the most recent notice received by the Registrar under section 23 or 142
(i)is not a director or Secretary of a company;
(ii)has not been duly appointed; or
(iii)does not have authority to exercise a power which a direc­tor or Secretary of a company carrying on business of the kind carried on by the company customarily has authority to exercise;
(c)a person held out by the company as a director, Secretary, em­ployee, or agent of the company
(i)has not been duly appointed; or
(ii)does not have authority to exercise a power which a direc­tor, Secretary, employee, or agent of a company carrying on business of the kind carried on by the company cus­tomarily has authority to exercise;
(d)a person held out by the company as a director, Secretary, em­ployee, or agent of the company with authority to exercise a power which a director, Secretary, employee, or agent of a company carrying on business of the kind carried on by the company does not customarily have authority to exercise, does not have authority to exercise that power;
(e)a document issued on behalf of a company by a director, Secre­tary, employee, or agent of the company with actual or usual au­thority to issue the document is not valid or not genuine,
unless the person has, or ought to have, by virtue of his position with or re­lationship to the company, knowledge of the matters referred to in para­graph (a), (b), (c), (d), or (e), as the case may be.
(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—
(a)the constitution or document is registered in a register kept by the Registrar; or
(b)it is available for inspection at an office of the company.

Part V – Company names

31. Availability of name

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.[S. 31 repealed and replaced by s. 4 (b) of Act 21 of 2006 w.e.f. 1 October 2006.]

32. Name of company where liability of shareholders limited

Where the liability of the shareholders of a company is limited, the regis­tered name of the company shall end with the word "Limited" or the word "Limitée" or the abbreviation "Ltd" or "Ltée".

33. Power to dispense with "Limited" or "Limitée"

(1)Where it is proved to the satisfaction of the Registrar that an entity about to be formed as a limited company is to be formed for promoting commerce, art, science, religion, charity or any other useful object, and in­tends to apply its profits or other income in promoting its objects, and to prohibit the payment of any dividend to its members, the Registrar may di­rect that the entity be registered as a company with limited liability, without the addition of the word "Limited" or "Limitée" or the abbreviation "Ltd" or "Ltée" to its name, and the entity may be registered accordingly.
(2)The Registrar may issue a direction under subsection (1) in relation to a company which has already been registered if the Registrar 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 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, and on 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 Registrar has given notice, in writing to the company, 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 Registrar, the company shall not, by special resolution, alter any provi­sion of the memorandum, article or constitution.
(8)Where an authorisation under this section is revoked, the memoran­dum, article or constitution may be altered by special resolution 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.
[S. 33 amended by s. 6 (b) of Act 4 of 2017 w.e.f. 20 May 2017.]

34. Application for reservation of name

(1)An application for reservation of the name of a company may be sent or delivered to the Registrar, and shall be in such form as the Registrar may approve.
(2)The Registrar shall not reserve a name—
(a)which, or the use of which, would contravene an enactment;
(b)which, by virtue of section 35, may not be registered;
(c)which 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
(d)which, in the opinion of the Registrar, is offensive.
(3)The Registrar shall inform the applicant by notice in writing
(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, originally or on a change of name.
[S. 34 amended by s. 4 (c) of Act 21 of 2006 w.e.f. 1 October 2006; s. 7 (b) of Act 27 of 2013 w.e.f. 21 December 2013.]

35. Name of company

(1)No company, including a foreign company, shall be registered under a name which is identical with that of an existing company, or statutory corpo­ration, except where the existing company or statutory corporation is in the course of being dissolved and signifies its consent in such manner as the Registrar requires.
(2)Except with the Registrar's written consent and in accordance with Practice Directions which may be issued under section 12 (8), no company, including a foreign company, shall be registered under a name which includes—
(a)the word "Authority", "Corporation", "Government", "Mauri­tius", "National", "President", "Presidential", "Regional", "Re­public", "State", or any other word which, in the Registrar's opinion, suggests, or is likely to suggest, that it enjoys the pat­ronage of the Government or of a statutory corporation, or of the Government of any other State;
(b)the word "Municipal", "Chartered" or any other word which, in the Registrar's opinion, suggests, or is likely to suggest, connec­tion with a local authority in Mauritius or elsewhere;
(c)the word "co-operative";
(d)the words "Chamber of Commerce".
(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.
[S. 35 amended by s. 10 (e) of Act 9 of 2015 w.e.f. 14 May 2015; s. 9 (e) of Act 18 of 2016 w.e.f. 7 September 2016.]

36. Change of name

(1)An application to change the name of a company shall—
(a)be made in such form as the Registrar may approve;
(b)be accompanied by a notice reserving the name, if any; and
(c)subject to the constitution of the company, be made by passing a special resolution to that effect and filing a copy of the resolution.
(2)Where the Registrar is satisfied that a company has complied with subsection (1), the Registrar shall—
(a)record the new name of the company;
(b)record the change of name of the company on its certificate of incorporation; and
(c)require the company to cause a notice to that effect to be pub­lished in such manner as the Registrar may direct.
(3)A change of name of a company shall—
(a)take effect from the date of the certificate issued under subsec­tion (2); and
(b)not affect the rights or obligations of the company, or legal pro­ceedings by or against the company, and legal proceedings that might have been continued or commenced against the company under its former name may be continued or commenced against it under its new name.
[S. 36 amended by s. 4 (d) of Act 21 of 2006 w.e.f. 1 October 2006; s. 5 (d) of Act 27 of 2012 w.e.f. 22 December 2012.]

37. Direction to change name

(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.

38. Use of company name

(1)A company shall ensure that its name is clearly stated—
(a)in every written communication sent by, or on behalf of, the company; and
(b)on every document issued or signed by, or on behalf of, the company and which evidences or creates a legal obligation of the company.
(2)Where the name of a company is incorrectly stated in a document which evidences or creates a legal obligation of the company and the docu­ment is issued or signed by or on behalf of the company, every person who issued or signed the document is liable to the same extent as the company unless—
(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
(b)the former name or names of the company.

Part VI – Company constitution

39. No requirement for company to have constitution

Any company may, but does not need to, have a constitution.

40. Effect of Act on company having 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.
(2)Subject to subsection (3), the form of constitution of a private com­pany shall be in the form set out in the Second Schedule.
(3)A private company may exclude or modify the provisions of its con­stitution to the extent permitted by the Second Schedule.

41. Effect of Act on company not having constitution

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.

42. Form and content of constitution

(1)For the purposes of this Act, the constitution of a company shall—
(a)in the case of a company incorporated under Part III, be a docu­ment certified by the applicant for registration of the company as the company's constitution;
(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;
(c)in the case of an existing company, be the memorandum and articles of association as originally registered or as altered in ac­cordance with the Companies Act 1984 or the Companies Act 1913 provided that any statement of objects in the memoran­dum shall, from the commencement of this Act, have the effect stated in section 28;
(d)be a document that is adopted by the company as its constitu­tion under section 44;
(e)be a document referred to in section 45; or
(f)be a document referred to in any of the preceding paragraphs as altered by the company under section 44 or varied by the Court under section 178.
(2)Subject to section 27 (3), the constitution of a company may contain—
(a)matters contemplated by this Act for inclusion in the constitution of a company; and
(b)such other matters as the company wishes to include in its con­stitution.
(3)Notwithstanding any other enactment, the constitution of a company and any amendment to the constitution shall be certified by a law practitioner, a legal consultant or a law firm and need not be embodied in a notarial deed.
[S. 42 amended by s. 7 (c) of Act 14 of 2009 w.e.f. 30 July 2009.]

43. Effect of constitution

(1)The constitution of a company shall be void to the extent that it con­travenes, or is inconsistent with, this Act.
(2)Subject to this Act, the constitution of a company shall have the ef­fect of a contract—
(a)as between the company and each member or shareholder; and
(b)as between the members or shareholders themselves.
(3)All money payable by any member to the company under the consti­tution shall be a debt due by him to the company.

44. Adoption, alteration and revocation of constitution

(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.
(5)Within 14 days of the adoption of a constitution by a company, or the alteration or revocation of the constitution of a company, as the case may be, the Board shall cause a notice, in a form approved by the Registrar, to be delivered to the Registrar for registration.

45. New form of constitution

(1)A company may 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.
(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 that company to deliver to him 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
(a)the document for registration; and
(b)a certificate signed by a person authorised by the Board to the effect that the document referred to in paragraph (a) complies with subsection (1) or (2), as the case may be.
(4)On receipt of the document referred to in subsection (3), the Registrar shall register the document.

Part VII – Shares

A – Legal nature and types of shares

46. Legal nature and types of shares

(1)A share in a company shall be a movable property.
(2)Subject to subsection (3), a share in a company shall confer on the holder—
(a)the right to one vote on a poll at a meeting of the company on any resolution;
(b)the right to an equal share in dividends authorised by the Board;
(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.
(5)Without limiting subsection (4), shares in a company may—
(a)be redeemable in accordance with section 76;
(b)confer preferential rights to distributions of capital or income;
(c)confer special, limited, or conditional voting rights; or
(d)not confer voting rights.

47. No par value shares

(1)Any shares created or issued after 1 December 2001 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 1 December 2001 shall contin­ue to be shares having a par value attached to those shares, being the par value carried by those shares immediately before 1 December 2001.
(3)An existing company under subsection (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
(b)where all the shares of the company
(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).
(4)Notwithstanding subsection (1), an existing company under subsec­tion (2) may, after 1 December 2001, issue shares or a class or classes of shares having a par value.
(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, the conversion shall not affect—
(a)any unpaid liability on such shares; or
(b)the rights of the holders thereof in respect of dividends, voting or repayment on winding up or a reduction of capital.
(7)Notwithstanding subsection (1), the Registrar may, where he is satis­fied that—
(a)a company registered or proposed to be registered under this Act is a wholly-owned subsidiary of a company registered outside Mauritius and that for the purposes of the company's reporting obligations outside Mauritius it is necessary for the company to be formed with shares carrying a par value; or
(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 shall 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).

48. Stated capital and share premium account

(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.
(4)Except in the case of a company holding a Global Business Licence or an Authorised Company, the stated capital of the company shall be expressed in Mauritius currency unless written approval to express the stated capital in another currency is obtained from the Registrar in the same manner as under section 213.
(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, the 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—
(a)the preliminary expenses of the company; or
(b)the expenses of, or the commission paid on, the creation or issue of any such shares.
[S. 48 amended by s. 4 (e) of Act 20 of 2002 w.e.f. 1 December 2001; s. 13 (c) of Act 11 of 2018 w.e.f. 1 October 2018.]

49. Transferability of shares

(1)Subject to any limitation or restriction on the transfer of shares in the constitution, a share in a company shall be transferable.
(2)A share shall be transferred by entry in the share register in accord­ance with section 88.
(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.

50. Denomination of share capital

(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.
(4)Where the share capital of a company is denominated in a foreign currency, it shall not, without the prior approval of the Registrar, change the denomination into another currency.

51. Issue of shares on incorporation and amalgamation

(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 share 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, 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—
(a)the prior approval of an ordinary resolution of shareholders, un­less the constitution provides otherwise; and
(b)the requirements of section 114,
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;
(b)shall be deemed to form part of its constitution and may be amended in accordance with section 44 subject to the require­ments of section 114.
(4)Subject to subsection (5), within 14 days of the issue of shares under this section, the company shall—
(a)give notice to the Registrar in a form approved by him of—
(i)the number of shares issued;
(ii)the amount of the consideration for which the shares have been issued, or its value as determined by the Board under section 56;
(iii)the amount of the company's stated capital following the issue of the shares; and
(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—
(i)any terms of issue approved under subsection (2);
(ii)the certificate referred to in subsection (6).
(5)The Registrar may dispense any open-ended fund or investment com­pany from the obligations imposed by subsection (4).
(6)
(a)Where shares are issued to a non-citizen, the Board shall, not­withstanding the constitution of the company, ascertain that the non-citizen has obtained the certificate under the Non-Citizens (Property Restriction) Act authorising him to purchase, acquire or hold such shares before the shares are actually issued to him.
(b)Paragraph (a) shall apply to a transfer of shares in the same way as it applies to an issue of shares.
[S. 52 amended by s. 4 (f) of Act 20 of 2002 w.e.f. 10 August 2002; s. 156 (1) (b) of Act 22 of 2005 w.e.f. 28 September 2007; s. 8 (b) of Act 20 of 2011 w.e.f. 16 July 2011.]

53. Alteration in number of shares

(1)A company may by ordinary resolution
(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.

54. Fractional shares

A company may, where its constitution so provides, issue fractions of shares which shall have corresponding fractional liabilities, limitations, pref­erences, privileges, qualifications, restrictions, rights and other attributes as those which relate to the whole share of the same class or series of shares.

55. Pre-emptive rights to new issues

(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.

57. Shares not paid for in cash

(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—
(a)the conversion of any convertible securities; or
(b)the exercise of any option to acquire shares in the company.
(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.
[S. 57 amended by s. 4 (d) and (g) of Act 20 of 2002 w.e.f. 10 August 2002.]

58. Calls on shares

Where a call is made on a share or any other obligation attached to a share is performed by the shareholder, the company shall within 14 days give notice to the Registrar in a form approved by him of—
(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.

59. Consent to issue of shares

The issue by a company of a share that—
(a)increases a liability of a person to the company; or
(b)imposes a new liability on a person to the company,
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.

60. Time of issue of shares

Notwithstanding section 51 (1), a share is issued when the name of the holder is entered on the share register.

61. Board may authorise distributions

(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
(b)subject to the constitution, has been approved by the sharehold­ers by ordinary resolution.
(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.

62. Reduction of stated capital

(1)Subject to subsection (3), a company may by special resolution re­duce its stated capital to such amount as it thinks fit.
(2)Public notice of a proposed reduction of a company's stated capital shall be given not less than 30 days before the resolution to reduce stated capital is passed.
(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.
(5)A company shall not take any action—
(a)to extinguish or reduce a liability in respect of an amount unpaid on a share; or
(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—
(a)a share is redeemed at the option of the shareholder under section 79 or on a fixed date under section 80; or
(b)the company purchases a share under section 68,
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.

B – Dividends and distributions

63. Dividends

(1)A dividend shall be a distribution other than a distribution to which sections 68 and 81 apply.
(2)The Board shall not authorise a dividend
(a)in respect of some but not all the shares in a class;
(b)of a greater amount in respect of some shares in a class than other shares in that class except where—
(i)the amount of the dividend is reduced in proportion to any liability attached to the shares under the constitution;
(ii)a shareholder has agreed in writing to receive no dividend, or a lesser dividend than would otherwise be payable;
(c)unless it is paid out of retained earnings, after having made good any accumulated losses at the beginning of the accounting period.

64. Shares in lieu of dividends

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
(e)the provisions of section 56 are complied with by the Board.

65. Shareholder discounts

(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
(b)made available to all shareholders or all shareholders of the same class on the same terms.
(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.
(4)Subject to subsection (5), a discount accepted by a shareholder under a discount scheme approved under this section shall not be a distribution for the purposes of this Act.
(5)Where—
(a)a discount is accepted by a shareholder under a scheme ap­proved by the Board; and
(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.

66. Recovery of distributions

(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;
(b)the shareholder has altered the shareholder's position in reliance on the validity of the distribution; and
(c)it would be unfair to require repayment in full or at all.
(2)Where, in relation to a distribution made to a shareholder
(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.
(3)Where, by virtue of section 61 (4), a distribution is deemed not to have been authorised, a director who—
(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.
(4)Where, by virtue of section 65 (5), a distribution is deemed not to have been authorised, a director who 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.
(5)Where, in an action brought against a director or shareholder under this section, the Court is satisfied that the company could, by making a dis­tribution of a lesser amount, have satisfied the solvency test, the Court may—
(a)permit the shareholder to retain; or
(b)relieve the director from liability in respect of,
an amount equal to the value of any distribution that could properly have been made.

67. Reduction of shareholder liability treated as distribution

(1)Where a company
(a)alters its constitution;
(b)acquires shares issued by it; or
(c)redeems shares under section 78,
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 on 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.
(2)Where a company has altered its constitution, acquired shares or re­deemed shares under Sub-Part E in a manner which cancels or reduces the liability of a shareholder to the company in relation to a share held prior to that alteration, acquisition or redemption, that cancellation or reduction of liability shall be treated for the purposes of section 62 as a distribution of the amount by which that liability was reduced.
(3)Where the liability of a shareholder of an amalgamating company to that company in relation to a share held before the amalgamation is—
(a)greater than the liability of that shareholder to the amalgamated company in relation to a share or shares into which that share is converted; or
(b)cancelled by the cancellation of that share in the amalgamation,
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.

C – Acquisition and redemption of company's own shares

68. Company may acquire or redeem its own shares

(1)Subject to subsection (5), a company shall not purchase or otherwise acquire any of its own shares except—
(a)as provided under sections 69 and 70 or sections 108 to 110;
(b)in the case of a private company, with the unanimous approval of all shareholders under section 272;
(c)with the approval of a unanimous resolution under section 106; or
(d)in accordance with an order made by the Court under this Act.
(2)A company may redeem a share which is a redeemable share in accordance with sections 76 to 80 but not otherwise.
(3)Where shares are acquired by a company pursuant to subsection (1) or redeemed pursuant to subsection (2), the stated capital of the class of shares so acquired or redeemed shall be decreased, or in the case of a com­pany having par value shares, the nominal issued share capital and share premium account shall be decreased, so as to take into account the extent to which the amount received by the company as stated capital under section 7 is reduced by the company's acquisition or redemption of its own shares.
(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.
[S. 68 amended by s. 4 (d) of Act 20 of 2002 w.e.f. 10 August 2002; s. 6 (b) of Act 15 of 2006 w.e.f. 7 August 2006.]

69. Purchase of own shares

(1)A company may, subject to—
(a)the approval of the Board;
(b)its constitution authorising it to do so,
purchase or otherwise acquire its own shares.
(2)The company shall not offer or agree to purchase or otherwise ac­quire its own shares unless—
(a)the Board is satisfied that—
(i)the acquisition is in the best interests of the company;
(ii)the terms of the offer or agreement and the consideration to be paid for the shares are fair and reasonable to the company;
(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;
(iv)shareholders to whom the offer is made have available to them any information which is material to an assessment of the value of the shares; and
(v)the company shall immediately after the acquisition satisfy the solvency test; and
(b)the Board has disclosed to shareholders or members or other­wise has made available to them all information which is material to the assessment of the value of the shares.
(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.
[S. 69 amended by Act 156 (1) (c) of Act 22 of 2005 w.e.f. 28 September 2007.]

70. Disclosure document

(1)This section shall not apply to­—
(a)an offer which—
(i)is made to all shareholders to acquire a proportion of their shares;
(ii)if accepted, would leave unaffected relative voting and dis­tribution rights; and
(iii)affords a reasonable opportunity to shareholders to accept the offer;
(b)an offer to which all shareholders have consented in writing or which is the subject of unanimous approval under section 272;
(c)an offer made pursuant to a unanimous resolution under section 106;
(d)an offer where the purchase or acquisition is made on any secu­rities exchange whether within or outside Mauritius in accord­ance with the rules of the exchange or as required under the Se­curities Act; or
(e)a private company holding a Global Business Licence or an Au­thorised Company, as the case may be.
(2)Subject to subsection (1), before an offer is made pursuant to a reso­lution under section 69 (2), the company shall send to each shareholder a disclosure document that complies with subsection (3).
(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.
[S. 70 amended by Act 156 (1) (d) of Act 22 of 2005 w.e.f. 28 September 2007; s. 13 (d) of Act 11 of 2018 w.e.f. 1 October 2018.]

71. Cancellation of shares repurchased

(1)Subject to sections 72 to 74, shares that are acquired by a company pursuant to section 69 or 110, or redeemed pursuant to sections 76 to 80, are deemed to be cancelled immediately on acquisition.
(2)For the purpose 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.

D – Treasury shares

72. Company may hold its own shares

(1)Section 71 (1) shall not apply to shares acquired by a company pur­suant to section 69 or 110 where—
(a)the constitution of the company expressly permits the company to hold its own shares;
(b)the Board of the company resolves that the shares concerned shall not be cancelled on acquisition; and
(c)except in the case of a private company holding a Global Busi­ness Licence or an Authorised Company, as the case may be, the number of shares acquired, when aggregated with shares of the same class held by the company pursuant to this section at the time of the acquisition does not exceed 15 per cent of the shares of that class previously issued by the company, excluding shares previously deemed to be cancelled under section 71 (1).
(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.
[S. 72 amended by s. 13 (e) of Act 11 of 2018 w.e.f. 1 October 2018.]

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—
(a)exercise any voting rights attaching to the share; or
(b)make or receive any distribution authorised or payable in respect of the share.

74. Reissue of shares that company holds in itself

(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.
[S. 74 amended by Act 156 (1) (e) of Act 22 of 2005 w.e.f. 28 September 2007.]

75. Enforceability of contract to repurchase shares

(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—
(a)be entitled to be paid as soon as the company is lawfully able to do so; or
(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.

E – Redemption of shares

76. Meaning of "redeemable"

A company may issue a redeemable share where—
(a)in the case of—
(i)a company, other than a company holding a Global Busi­ness Licence, the constitution of the company makes pro­vision for the company to issue redeemable shares; and
(ii)a company holding a Global Business Licence, the constitu­tion does not forbid the company from issuing redeemable shares;
(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
(i)at the option of the company;
(ii)at the option of the holder of the share; or
(iii)on a date specified in the constitution or the terms of issue of the share for a consideration that is—
(A)specified;
(B)to be calculated by reference to a formula; or
(C)required to be fixed by a suitably qualified person who is not associated with or interested in the company.
[S. 76 amended by s. 13 (f) of Act 11 of 2018 w.e.f. 1 October 2018.]

77. Application of Act to redemption of shares

The provisions of sections 68 (3) to (7) and 71 shall apply to a redemp­tion of shares.

78. Redemption at option of company

A redemption of a share at the option of the company shall be deemed to be—
(a)an acquisition by the company of the share for the purposes of sections 69 (2) and 70; and
(b)a distribution for the purpose of section 61.

79. Redemption at option of shareholder

(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;
(b)the share is deemed to be cancelled on the date of redemption; and
(c)from the date of redemption the former shareholder ranks as an unsecured creditor of the company for the sum payable on redemption.
(2)A redemption under this section—
(a)shall not be a distribution for the purposes of sections 61 and 63; but
(b)shall be deemed to be a distribution for the purposes of section 66 (1) and (5).

80. Redemption on fixed date

(1)Subject to this section, if a share is redeemable on a specified date—
(a)the company shall redeem the share on that date;
(b)the share shall be deemed to be cancelled on that date; and
(c)from that date the former shareholder shall rank as an unsecured creditor of the company for the sum payable on redemption.
(2)A redemption under this section—
(a)shall not be a distribution for the purposes of sections 61 and 63; but
(b)shall be deemed to be a distribution for the purposes of sections 66 (1) and (5).

F – Financial assistance in connection with purchase of shares

81. Restrictions on giving financial assistance

(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.
(2)A company may give financial assistance for the purpose of or in connection with the acquisition of its own shares if the Board has previously resolved that—
(a)giving the assistance is in the interests of the company;
(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.
(3)Where the amount of any financial assistance approved under subsec­tion (2) together with the amount of any other financial assistance which is still outstanding exceeds 10 per cent of the company's stated capital, the company shall not give the assistance unless it first obtains from its auditor or, if it does not have an auditor, from a person qualified to act as its audi­tor, a certificate that—
(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.

82. Transactions not prohibited by section 81

Section 81 shall not apply to—
(a)a distribution to a shareholder approved under section 61;
(b)the issue of shares by the company;
(c)a repurchase or redemption of shares by the company;
(d)anything done under a compromise under Part XVII or a com­promise or arrangement approved under Part XVIII; or
(e)where the ordinary business of a company includes the lending of money by the company in the ordinary course of business.

G – Cross-holdings

83. Subsidiary may not hold shares in holding company

(1)Subject to this section, a subsidiary shall not hold shares in its hold­ing company.
(2)An issue of shares by a holding company to its subsidiary shall be void.
(3)A transfer of shares from a holding company to its subsidiary shall be void.
(4)Where a company that holds shares in another company becomes a subsidiary of that other company
(a)the company may, notwithstanding subsection (1), continue to hold those shares; but
(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.

H – Statement of shareholders rights

84. Statement of rights to be given to shareholders

(1)Every company shall issue to a shareholder, on request, a statement that sets out—
(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;
(b)the rights, privileges, conditions and limitations, including restric­tions on transfer, attaching to the shares held by the share­holder; and
(c)the rights, privileges, conditions and limitations attaching to the classes of shares other than those held by the shareholder.
(2)The company shall not be under any obligation to provide a share­holder with a statement if—
(a)a statement has been provided within the previous 6 months;
(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
(d)there are no special circumstances which would make it unrea­sonable for the company to refuse the request.
(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.

Part VIII – Title, transfers, share register and certificates

85. Privilege or lien on shares

(1)Notwithstanding any other enactment, a company shall, where the constitution so provides, be entitled to a privilege or lien, independently of and without the necessity for inscription, in priority to any other claim, over every issued share, not being a fully paid share, and over any dividend pay­able on the share, for all money due by the holder of that share to the com­pany whether by way of money called or payable at a fixed time in respect of that share.
(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.
(4)No sale shall be made unless—
(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—
(a)the transfer of shares or debentures given in pledge may be inscribed;
(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.
(3)A pledge shall be sufficiently proved by a transfer inscribed in the register.
(4)The transfer shall be signed by the pledger, the pledgee and the Sec­retary of the company.
[S. 86 amended by s. 6 (c) of Act 15 of 2006 w.e.f. 7 August 2006.]

87. Instrument of transfer

(1)
(a)Subject to subsection (5) and notwithstanding its constitution, a company shall enter a transfer of shares or debentures in the share register or register of debenture holders where—
(i)in the case of a company which, directly or indirectly, reckons amongst its assets any freehold or leasehold im­movable property, a valid instrument of transfer in the form required by section 24 of the Registration Duty Act has been delivered to the company; or
(ii)in any other case, a valid instrument of transfer in the form approved by the Registrar has been delivered to the com­pany.
(b)The company shall forthwith file with the Registrar a certified copy of the instrument of transfer referred to in paragraph (a).
(2)Nothing in subsection (1) shall prejudice any power to register as a shareholder or debenture holder, a person to whom the right to any share or debenture has been transmitted by operation of the law.
(3)A transfer of the share, debenture or other interest of a deceased shareholder of a company made by his heir or by the Curator shall, subject to any enactment relating to stamp duty or registration dues, be as valid as if he had been such a shareholder at the time of the execution of the instru­ment of transfer, even if the heir or the Curator is not himself a shareholder.
(4)Before entering a transfer made under subsection (3) in the share reg­ister or register of debenture holders, the directors of the company may re­quire the 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.
[S. 87 amended by Act 156 (1) (f) of Act 22 of 2005 w.e.f. 28 September 2007; s. 5 (e) of Act 27 of 2012 w.e.f. 22 December 2012; s. 7 (c) of Act 27 of 2013 w.e.f. 21 December 2013.]

88. Request of transfer or for entry in register

(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.
(2)On the written request of the transferor of a share or debenture or other interest in a company, the company shall, by written notice, require the person having the possession, custody or control of the debenture or share certificate if a certificate has been issued and the instrument of trans­fer thereof or either of them, to deliver it or them to its registered office, within such period as may be specified in the notice, being not less than 7 nor more than 28 days after the date of the notice, to have the share certifi­cate or debenture cancelled or rectified and the transfer entered in the ap­propriate register or otherwise dealt with.
(3)Where a person refuses or neglects to comply with a notice under subsection (2), the transferor may apply to the Court to issue a summons for that person to appear before the Court and show cause why the document mentioned in the notice should not be delivered or produced.
(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 advertised in such newspapers and at such times as the company thinks fit.

89. Notice of refusal to enter transfer in register

Where a company refuses to register a transfer of any share, debenture or other interest in the company, it shall, within 28 days of the date on which the transfer was delivered to it, send, to the transferor and transferee, a notice of the refusal and, in the case of a public company, the reasons for the refusal shall be given in the notice.

90. Certification of transfers

(1)The certification by a company of an instrument of transfer of a share, debenture or other interest in the company shall be taken as a repre­sentation by the company to any person acting on the faith of the certifica­tion that there have been produced to the company such documents as, on the face of them, show a prima facie title to the share, debenture or other interest in the transferor named in the instrument of transfer but not as a representation that the transferor has any title to the share, debenture or other interest.
(2)Where a certification is expressed to be limited to 42 days or any longer period from the date of certification, the company and its officers shall not, in the absence of fraud, be liable in respect of the registration of any transfer of a share, debenture or other interest comprised in the certifi­cation after expiry of the period so limited or any extension thereof given by the company if the instrument of transfer has not, within that period, been delivered to the company for entry in the appropriate register.
(3)For the purposes of this section—
(a)an instrument of transfer shall be deemed to be certificated if it bears the words "certificate delivered" or words to the like effect;
(b)the certification of an instrument of transfer shall be deemed to be made by a company if—
(i)the person issuing the instrument is a person apparently authorised to issue certificated instruments of transfer on the company's behalf;
(ii)the certification is signed by a person apparently authorised to certify transfers on the company's behalf or by any of­ficer of the company so apparently authorised; and
(c)a certification that purports to be authenticated by a person's signature or initials, whether handwritten or not, shall be deemed to be signed by him unless it is shown that the signa­ture or initials were not placed there by him and were not placed there by any other person apparently authorised to use the sig­nature or initials for the purpose of certificating transfers on the company's behalf.

91. Company to maintain share register

(1)A company shall maintain a share register which shall record the shares issued by the company and which shall state—
(a)whether, under the constitution of the company or the terms of issue of the shares, there are any restrictions or limitations on their transfer; and
(b)the place where any document that contains the restrictions of limitations may be inspected.
(2)A public company or subsidiary or holding company of a public com­pany shall maintain in accordance with section 146 of the Companies Act 1984 a register of substantial shareholders in which it shall enter the particu­lars specified in subsection (3) in respect of every share held by a substantial shareholder or in which directly or indirectly he has an interest.
(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 beneficial owners or the ultimate beneficial owners 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
(c)the date of any—
(i)issue of shares to;
(ii)repurchase or redemption of shares from; or
(iii)transfer of shares by or to,
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.
(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.
(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.
(5)Every company having more than 50 shareholders shall—
(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.
(6)Notwithstanding subsection (5), where a company has more than 50 shareholders, the Registrar may require the company to keep the share reg­ister in such form as the Registrar deems fit.
(7)The index shall contain sufficient indication to enable the particulars of each shareholder to be readily found in the register.
(8)In subsection (3) (a) (ii)—"beneficial owner" or "ultimate beneficial owner" means a natural 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.
[S. 91 amended by s. 5 (f) of Act 27 of 2012 w.e.f. 22 December 2012; s. 11 (c) of Act 10 of 2017 w.e.f. 24 July 2017; s. 13 (g) of Act 11 of 2018 w.e.f. 9 August 2018.]

92. Place where register kept

(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.
(2)The principal register shall be kept in Mauritius.
(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
(d)if an entry is made in a branch register, a corresponding entry shall be made within 14 days in the copy of that register kept with the principal register.
(4)In this section—"branch register" means a register other than the principal register;"principal register", in relation to a company, means—(a)in case the share register is not divided, the share register;(b)in case the share register is divided into 2 or more registers, the register described as the principal register in the last notice sent to the Registrar.

93. Share register as evidence of legal title

(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.
(2)A company may treat a shareholder as the only person entitled to­—
(a)exercise the right to vote attaching to the share;
(b)receive notices;
(c)receive a distribution in respect of the share; and
(d)exercise the other rights and powers attaching to the share.

94. Secretary's duty to supervise share register

(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.
[S. 94 amended by s. 4 (d) of Act 20 of 2002 w.e.f. 10 August 2002.]

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
(a)for rectification of the share register;
(b)for compensation for loss sustained; or
(c)for both rectification and compensation.
(2)On an application under this section the Court may order—
(a)rectification of the register;
(b)payment of compensation by the company or a director of the company for any loss sustained; or
(c)rectification and payment of compensation.
(3)On an application under this section, the Court may decide—
(a)any question relating to the entitlement of a person who is a party to the application to have his name entered in, or omitted from, the register; and
(b)any question necessary or expedient to be decided for rectifica­tion of the register.

96. Trusts not to be entered on register

No notice of any express, implied or constructive trust shall be entered in the share register or be receivable by the Registrar.

97. Share certificates

(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—
(a)the name of the company;
(b)the class of shares held by that person; and
(c)the number of shares held by that person.
(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.
(3)A shareholder in a company, not being a company to which subsec­tion (1) or (2) applies, may apply to the company for a certificate relating to some or all of the shareholder's shares in the company.
(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
(b)send to the shareholder a certificate stating—
(i)the name of the company;
(ii)the class of shares held by the shareholder; and
(iii)the number of shares held by the shareholder to which the certificate relates.
(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—
(a)by the share certificate relating to the share; or
(b)by evidence as to its loss or destruction and, if required, an in­demnity in a form required by the Board.
(6)Subject to subsection (1), where shares to which a share certificate re­lates are to be transferred, and the share certificate is sent to the company for registration of the transfer, the share certificate shall be cancelled and no fur­ther share certificate shall be issued except at the request of the transferee.
(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.
[S. 97 amended by s. 4 (h) of Act 20 of 2002 w.e.f. 1 December 2001.]

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.
(2)The application shall be accompanied by a written undertaking that where the certificate or document is found, or received by the owner, it shall be returned to the company.
(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.

Part IX – Shareholders and their rights and obligations

A – Liability of shareholder

99. Meaning of "shareholder"

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.

100. Liability of shareholders

(1)Subject to the constitution of a company, a shareholder shall not be liable for an obligation of the company by reason only of being a shareholder.
(2)Subject to the constitution of a company, the liability of a shareholder to the company shall be limited to—
(a)any amount unpaid on a share held by the shareholder;
(b)any liability that arises pursuant to section 128 (2) (c);
(c)any liability to repay a distribution received by the shareholder to the extent that the distribution is recoverable under section 66;
(d)any liability expressly provided for in the constitution of the company;
(e)any liability under section 101.
(3)Nothing in this section shall affect the liability of a shareholder to a company
(a)under a contract, including a contract for the issue of shares;
(b)for any delict;
(c)for any breach of a fiduciary duty;
(d)for any other actionable wrong committed by the shareholder; or
(e)in the case of an unlimited company.

101. Liability for calls

(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—
(a)all or part of the consideration payable in respect of the issue of a share remains unsatisfied; and
(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.

102. Shareholders not required to acquire shares by alteration to constitution

Notwithstanding anything in the constitution of the company, a shareholder shall not be bound by an alteration of the constitution of a company that—
(a)requires the shareholder to acquire or hold more shares in the company than the number held on the date the alteration is made; or
(b)increases the liability of the shareholder to the company,
unless the shareholder agrees in writing to be bound by the alteration.

B – Powers of shareholders

103. Exercise of powers reserved to shareholders

Subject to section 105, the powers reserved to the shareholders of a company by this Act or by the constitution of the company shall be exer­cised only—
(a)at a meeting of shareholders pursuant to section 115 or 116;
(b)by a resolution in lieu of a meeting pursuant to section 117;
(c)by a unanimous resolution; or
(d)by a unanimous shareholder agreement under section 272.

104. Exercise of powers by ordinary resolution

(1)Subject to this Act and the constitution of a company, a power re­served to shareholders may be exercised by an ordinary resolution.
(2)An ordinary resolution shall be a resolution that is approved by a sim­ple majority of the votes of those shareholders entitled to vote and voting on the matter which is the subject of the resolution.

105. Powers exercised by special resolution

(1)Notwithstanding the constitution of a company, where the sharehold­ers exercise a power to—
(a)adopt a constitution or, if it has one, to alter or revoke the com­pany's constitution;
(b)reduce the stated capital of the company under section 62;
(c)approve a