Republic of Mauritius

A Guide to the

Companies Act 2001

Companies Division
November 2001

Table of Contents
Name of company.................................................................................................4 Types and categories of companies......................................................................8 Objects of the company......................................................................................11 Incorporation of a company................................................................................12 Constitution of a company..................................................................................15 irectors.............................................................................................................1! "ecretary.............................................................................................................25 "hareho#ders.......................................................................................................28 "hares.................................................................................................................$% &eetings.............................................................................................................$4 'i#ing of documents............................................................................................$5 "tatutory registers and records...........................................................................$8 'inancia# statements...........................................................................................41 Transitiona# pro(ision for fi#ing)auditing of accounts for e*isting companies. .44 'oreign companies..............................................................................................45 'ees.....................................................................................................................48 Offences under the +ct.......................................................................................4! APPENDICES +ppendi* I , &ode# constitution for a pri(ate company................................5% +ppendi* II , 'ees payab#e to -egistrar..........................................................5. +ppendi* III , "ections of the Companies +ct 2%%1 not app#icab#e to Category 1 /#oba# 0usiness 1icence.........................................58 +ppendi* I2 , "ections of the Companies +ct 2%%1 not app#icab#e to Category 2 /#oba# 0usiness 1icence.........................................5! +ppendi* 2 , "ections of the Companies +ct 1!84 not app#icab#e to Category 1 and 2 /#oba# 0usiness 1icence...............................31 +ppendi* 2I , Time #imit for fi#ing of documents etc......................................32 +ppendi* 2II , 4rescribed forms........................................................................3.

Foreword
The purpose of this guide is to assist the public to better understand the procedures for incorporation and other filing requirements for companies as set out in the Companies Act 2001. Efforts have been made to simplify key areas of the la so that they can attain a ide section of the community. !o ever" the matters stated in the guide should not be understood to override any provision of the Companies Act 2001 or regulations made under it. #f further assistance is required" professional advisers should be contacted. $urther information may be obtained from the office of the %egistrar of Companies.

Registrar of Companies Mauritius

COM A!"#$ ACT 2001

!AM# O% COM A!&
+ name is an essentia# re5uirement for a company. The -egistrar of Companies is responsib#e for the appro(a# and reser(ation of names. +ny company6 7hether #oca# or foreign6 cannot be registered under a name un#ess it has been appro(ed by the -egistrar. 'or a #oca# company before incorporation or on a change of name6 appro(a# must be obtained from the -egistrar by app#ying for the reser(ation of its proposed name 8 9section $4:. 'O( TO R#$#R)# A !AM# To reser(e a name for a company6 an ;+pp#ication for -eser(ation of a Company Name< 9'orm 11: must be comp#eted and #odged 7ith the -egistrar. The prescribed fee is -s. 1%%. ROC#$$"!G A! A *"CAT"O!

+ name that is re5uested6 is chec=ed against the -egister of names to ensure that it does not contra(ene any of the restrictions on certain names 8 9section $5: If a name is acceptab#e6 a notice of reser(ation 7i## be issued by the -egistrar to the app#icant.

+ name 7i## be reser(ed for a period of up to t7o months after the appro(a# date. The -egistrar 7i## ad(ise an app#icant if a name cannot be reser(ed 8 9section $4: C'A!G"!G T'# !AM# O% T'# COM A!& + company may choose to change its name6 or it may be directed by the -egistrar to change its name if it is be#ie(ed on reasonab#e grounds that its name shou#d not ha(e been registered. If a company changes its name (o#untari#y6 then the reser(ation procedure is the same as described under ;'O( TO R#$#R)# A !AM#+ If the -egistrar directs a company to change its name6 the -egistrar 7i## issue a 7ritten notice to do so 7ithin a specified period of not #ess than 28 days after the date on 7hich the notice is ser(ed. + company that recei(es a direction to change its name can reser(e a ne7 name by fo##o7ing the reser(ation procedure abo(e. If it does not do so6 the -egistrar may register the company under a ne7 name chosen by the -egistrar6 being a name6 under 7hich the company may be registered. >here the -egistrar registers a ne7 name6 the ne7 name 7i## be reser(ed and a ne7 certificate of incorporation 7i## be issued to the company 8 section $..

!AM#$ T'AT CA!!OT ,# R#$#R)#D ?nder section $4 of the +ct6 any name can be reser(ed un#ess it comes 7ithin any one of the fo##o7ing categories, a name 7hich6 or the use of 7hich6 7ou#d contra(ene an enactment@ a name 7hich6 by (irtue of section $56 cannot be registered@ a name that is identica# or a#most identica# to a name that the -egistrar has a#ready reser(ed under this +ct or the Companies +ct 1!84 and that is sti## a(ai#ab#e for incorporation@ a name that6 in the opinion of the -egistrar is offensi(e.

-$# O% COM A!& !AM# + company must ensure that its fu## name is c#ear#y stated, in e(ery 7ritten communication sent by6 or on beha#f of6 the company@ and on e(ery document issued or signed by6 or on beha#f of6 the company and 7hich e(idences or creates a #ega# ob#igation of the company. The re5uirement to state the name of a company is to signa# to persons dea#ing 7ith the company that they are dea#ing 7ith a company 7hose shareho#ders enjoy #imited #iabi#ity.

+ person 7ho issues or signs a document by or on beha#f of a company6 and the name of the company is incorrect#y stated may be #iab#e to the same e*tent as the company un#ess, the person 7ho issued or signed the document pro(es that the person in 7hose fa(our the ob#igation 7as incurred 7as a7are at the time the document 7as issued or signed that the ob#igation 7as incurred by the company@ or the court before 7hich the document is produced is satisfied that it 7ou#d not be just and e5uitab#e for the person 7ho issued or signed the document to be so #iab#e. -$# O% T'# (ORD .*TD+ #TC/ 'ina##y6 it shou#d a#so be noted that any person or group that is not incorporated 7ith #imited #iabi#ity that carries on business under a name or tit#e that inc#udes the 7ord ;#imited< or the 7ord ;#imitAe< or the abbre(iation ;#td< or ;#tAe< as the #ast 7ord in the name commits an offence.

T& #$ A!D CAT#GOR"#$ O% COM A!"#$

Types of companies, Company #imited by shares@ Company #imited by guarantee@ Company #imited by shares and guarantee@ +n un#imited company + foreign company 1imited 1ife Company

+ny of the abo(e mentioned type of companies may be #icensed as Category 1 or 2 /#oba# business companies. B(ery company is either a pub#ic company or a pri(ate company. If it is not stated6 then it is a pub#ic company. $MA** R")AT# COM A!"#$ >ithin the category of companies6 a ne7 c#assification of companies has been introduced in the #a7 i.e. that of sma## pri(ate companies. + company is a ;sma## pri(ate company< 7here it is a pri(ate company 7ith a turno(er of #ess than 1% mi##ion rupees or such other amount as may be prescribed in respect of its #ast preceding accounting period@
8

it is not a company ho#ding a Category 1 /#oba# 0usiness 1icence@

Advantages of a small private compan0 It is not re5uired to appoint a secretary@ appoint an auditor@

This type of company has the option to fi#e either, a financia# summary or@ financia# statements

R")AT# COM A!"#$ 4ri(ate companies genera##y need not issue share certificates. They may ha(e directors o(er the age of .% years. This is prohibited for a pub#ic company un#ess appro(ed by an ordinary reso#ution. ;No change< return may be fi#ed. 9section 22$95::

O!#1 #R$O! COM A!& The +ct pro(ides that one person may form a company. Co7e(er6 at incorporation or 7ithin 3 months6 the so#e shareho#der)director must
!

nominate a person to be the secretary in the e(ent of his death or incapacity. The ro#e of the secretary is #imited to ca##ing a meeting of the heirs for the purposes of appointing a ne7 director. DORMA!T COM A!"#$ + dormant company is one 7here no significant accounting transaction has occurred during any period 9section 2!$:. This e*c#udes the issue of shares6 payment of ban= charges6 #icences fees and other comp#iance costs. + specia# reso#ution is re5uired and the company must notify the -egistrar 7ithin 14 days that the company is dormant. 'rom that time6 the office 7i## record that the company is dormant. +## types of companies may be dormant. Advantages of a dormant compan0 + dormant company is e*empted from the re5uirements of ha(ing its accounts audited. On#y a f#at fee is payab#e as specified in the T7e#fth "chedu#e.

1%

O,2#CT$ O% T'# COM A!& 1 section 23

There is no ob#igation for a company to state its objects. The constitution may pro(ide other7ise. In case the objects are specified6 the company is #imited to carrying on those objects.

11

"!COR ORAT"O! O% A COM A!&

R#4-"R#M#!T$ %OR T'# "!COR ORAT"O! O% A COM A!& + proposed company must ha(e the fo##o7ing, + name One or more shares@ One or more shareho#ders@ and One or more directors.

+ny person6 either a#one or together 7ith another person6 may app#y for the incorporation of a company. CO!$T"T-T"O! + company is no #onger re5uired to ha(e a memorandum and artic#es of association. Co7e(er6 a proposed company may choose to ha(e a constitution6 but it is not re5uired to ha(e one.

DOC-M#!T$ %OR "!COR ORAT"O! The fo##o7ing documents must be submitted to the -egistrar for the incorporation of a company, 'orm 1 D an app#ication for incorporation of a company. + notice of reser(ation of name issued by the -egistrar@

12

'orm . D the consent of e(ery director of the proposed company. &ote that a company is only required to have a minimum of one director'

'orm 8 D 9if app#icab#e: 8 the consent of e(ery secretary of the proposed company.

&ote that a company is not required to appoint a secretary' and 'orm ! D the consent of e(ery shareho#der of the proposed company. The consent must be signed by e(ery person named as a shareho#der or 9his)her agent authorised in 7riting:. In case there is an agent6 then a 7ritten authority must be attached. The c#ass and number of shares ta=en and the consideration paid for by that shareho#der for the issue of those shares shou#d a#so be inc#uded. &ote that a company is only required to have a minimum of one shareholder. >here the proposed company has a constitution6 a certified copy of the constitution by a #a7 practitioner must be submitted together 7ith the abo(e mentioned documents. &ote that the constitution need not be embodied in a notarial deed

1$

>hen app#ying for the incorporation of a company6 some of the detai#s that must be pro(ided are, the registered office of the proposed company@ the fu## name and address of each app#icant@ the present fu## name6 any former name and the usua# residentia# address of e(ery director and of any secretary of the proposed company@ particu#ars of any business occupation and directorships of any pub#ic company or subsidiary of a pub#ic company he#d by each director@ the fu## name and residentia# address of e(ery shareho#der of the proposed company6 and the number of shares to be issued to e(ery shareho#der and the amount to be paid or other consideration to be pro(ided by that shareho#der for the issue of those shares@ 7hether the company is a #imited company or an un#imited company@ in the case of a pri(ate company6 that it is a pri(ate company@ in the case of a one person company6 the fu## name and residentia# address and occupation of the person nominated by the proposed company to be the secretary of the company pursuant to section 14% in the e(ent of the death or menta# incapacity of the so#e shareho#der and director@ and a dec#aration made by the app#icant that the information pro(ided in the app#ication is true and correct.
14

CO!$T"T-T"O! O% A COM A!&

?nder the Companies Act 1567 9the 1!84 +ct:6 a company 7as re5uired to ha(e a constitution in the form of a &emorandum and +rtic#es of +ssociation. To simp#ify the registration process and the operation of companies6 this re5uirement has no7 been dispensed 7ith under the Companies Act 2001 9the +ct:. "ection $! pro(ides that no7 a company may" but does not need to ha(e a constitution 8 + constitution is optiona# because the +ct contains ru#es 7hich app#y to a## companies6 directors and shareho#ders. If a company does not ha(e a constitution6 the shareho#ders of the company may adopt a constitution at any time. The +ct a#so pro(ides shareho#ders 7ith certain rights to enforce the pro(isions of the constitution6 and to obtain remedies for breach of the constitution. R#)OCAT"O! O% M#MORA!D-M 8 ART"C*#$ O% A$$OC"AT"O! + company that 7as incorporated prior to the commencement of the +ct may6 under section 426 retain its memorandum of association and artic#es of association as its constitution but cannot a#ter any of the pro(isions in its e*isting memorandum or artic#es of association un#ess it rep#aces same by a sing#e document into 7hich it conso#idates its constitution 8 section 45.
15

('AT "$ A CO!$T"T-T"O!9 + constitution is the ru#es go(erning the company6 and the directors and shareho#ders in the company6 and their re#ationship 7ith each other. The constitution may co(er such matters as the rights6 duties6 po7ers and ob#igations of the company6 directors and shareho#ders. #%%#CT O% !OT 'A)"!G A CO!T"T-T"O! If a company does not ha(e a constitution6 the company6 the board6 each director and shareho#der of the company ha(e the rights6 po7ers6 duties and ob#igations set out in the +ct 8 section 41. If on the other hand6 a company has a constitution6 the company6 the board6 each director and each shareho#der of the company ha(e the rights6 po7ers6 duties and ob#igations set out in the +ct6 e*cept to the e*tent that they are restricted, limited or modified by the constitution of the company in accordance 7ith the +ct 8 section 4%. -R O$# O% T'# CO!$T"T-T"O! The aim of a constitution is to dispense 7ith bu#=y documents #i=e the memorandum and artic#es of association. The constitution does not need to contain #engthy objects and po7ers c#auses6 and it ensures that any restrictions are made c#ear and unambiguous.

13

T'# CO!T#!T$ O% A CO!$T"T-T"O! + constitution may contain matters determined by the +ct for inc#usion in the constitution of a company. It may a#so contain such other matters that a company 7ishes to inc#ude in its constitution. Certain pro(isions in the +ct may be restricted6 #imited or modified by the constitution of a company. These pro(isions usua##y inc#ude the 7ords ;sub(ect to its constitution< or ;unless other ise specified in the constitution) Other pro(isions are optiona# and on#y app#y to the company if it adopts them in its constitution. "ome pro(isions are mandatory and cannot be restricted6 #imited or modified by the constitution of a company. B.g. the pro(ision re5uiring a company to ha(e a name6 one or more shares6 shareho#ders and directors. The constitution of a company may contain a pro(ision re#ating to the capacity6 rights6 po7ers or pri(i#eges of the company on#y if the pro(ision restricts the capacity of those rights6 po7ers or pri(i#eges. 'or e*amp#e6 7here the constitution of a company sets out the objects of the company6 there is deemed to be a restriction in the constitution on carrying on any business or acti(ity that is not 7ithin those objects6 un#ess the constitution e*press#y pro(ides other7ise.

1.

The constitution of a company is binding as a contract bet7een first#y6 the company and each shareho#der6 and second#y6 each shareho#der in accordance 7ith its terms 8 section 4$. ADO T"O!: A*T#RAT"O! A!D R#)OCAT"O! O% CO!$T"T-T"O! The shareho#ders of a company 7ithout a constitution may adopt one by specia# reso#ution. "hareho#ders may a#so a#ter or re(o=e a constitution by specia# reso#ution. The board of a company must ensure that notice of an adoption6 a#teration or re(ocation is fi#ed 7ith the -egistrar 7ithin 14 days of the e(ent ta=ing p#ace 8 section 44. MOD#* CO!$T"T-T"O! %OR A R")AT# COM A!& + mode# constitution for a pri(ate company is contained in the "econd "chedu#e to the +ct and is found at +ppendi* I

18

D"R#CTOR$
M#A!"!G O% .D"R#CTOR+ ; section 126 + director is a person occupying the position of director of the company by 7hate(er name ca##ed6 and as set out in section 128. M#A!"!G O% .,OARD+ ; section 126 The ;board< and ;board of directors< of a company mean the number of directors acting together 7ho form the re5uired 5uorum6 or if the company has on#y one director6 then that director. %-!CT"O!$ O% T'# ,OARD ; sections 125 ; 1<1 The business and affairs of a company must be managed under the direction or super(ision of the board of the company. It is subject to the fo##o7ing, any modifications6 adaptations6 e*ceptions or #imitations that are in the +ct or in a companyEs constitution@ the fact that a company cannot enter into a ; major transaction ; un#ess it has been appro(ed by a specia# reso#ution of the shareho#ders6 or is contingent on a specia# reso#ution being passed@ a board can de#egate any one or more of its po7ers other than its po ers under any section specified in the *eventh *chedule to a committee of directors6 a director or emp#oyee of the company.
1!

The board is responsib#e for the e*ercise of the po7er by the de#egate as if the 0oard has e*ercised the po7er.

D"R#CTOR=$ D-T"#$ The +ct spe##s out the fo##o7ing genera# duties of directors, To e*ercise their po7ers in accordance 7ith the +ct and 7ith the #imits and subject to the conditions and restrictions estab#ished by the companyEs constitution@ To obtain the authorisation of a meeting of shareho#ders before doing any act or entering into any transaction for 7hich the authorisation or consent of a meeting of shareho#ders is re5uired by this +ct or by the companyEs constitution@ To e*ercise their po7ers honest#y in good faith in the best interests of the company and for the respecti(e purposes for 7hich such po7ers are e*p#icit#y or imp#ied#y conferred@ To e*ercise the degree of care6 di#igence and s=i## re5uired by section 13%@ Not to ma=e use of or disc#ose any confidentia# information recei(ed by them on beha#f of the company as directors other7ise than as permitted and in accordance 7ith section 15$. !-M,#R O% D"R#CTOR$ 8 R#$"D#!C# ; section 1<2 + company must ha(e at #east one director 7ho shou#d be ordinari#y resident in &auritius

2%

4-A*"%"CAT"O!$ O% D"R#CTOR$ ; section 1<< It is important to =no7 that a person cannot be a director of a company if he is a person 7ho, is under 18 years of age@ subject to section 1$894: to 9.:6 is6 in the case of a pub#ic company6 o(er .% years of age@ is an undischarged ban=rupt@ 7ou#d6 but for the repea# of section 11. of the Companies +ct 1!846 be prohibited from being a director or promoter of6 or being concerned or ta=ing part in the management of6 a company 7ithin the meaning of that +ct@ is prohibited from being a director or promoter of or being concerned or ta=ing part in the management of a company under sections $$. or $$8@ is not a natura# person@ has been adjudged to be of unsound mind@ or by (irtue of the constitution of a company6 does not comp#y 7ith any 5ua#ifications for directors. CO!$#!T R#4-"R#D No person can be appointed as a director un#ess he has consented to be a director6 and has certified that he is not dis5ua#ified from being appointed or ho#ding office as a director.

21

A 1.

O"!TM#!T O% D"R#CTOR$ ; section 1<> The first directors of a company are the persons named in an app#ication for registration of a company or ama#gamation proposa#. They ho#d office from the date of registration of the app#ication6 or the date the ama#gamation proposa# is effecti(e6 unti# they cease to ho#d office in accordance 7ith the +ct@ and

2. $.

"ubse5uent directors must be appointed by ordinary reso#ution6 un#ess the constitution of the company other7ise pro(ides@ + shareho#der or creditor may app#y to the Court to appoint one or more persons as directors of the company if there are no directors of a company6 or the number of directors is #ess than the 5uorum re5uired for a meeting of the 0oard@ and it is not possib#e or practicab#e to appoint directors in accordance 7ith the companyEs constitution or under section 14%9$: .

The Court may then6 ma=e an appointment 7here it considers that it is in the best interests of the company to do so. R#MO)A* O% D"R#CTOR$ ; section1<6 + director of a pub#ic company may be remo(ed from office by an ordinary reso#ution of the shareho#ders passed at a meeting ca##ed for the purpose that inc#udes the remo(a# of a director.

22

+ director of a pri(ate company may be remo(ed from office by specia# reso#ution passed at a meeting ca##ed for the purpose that inc#udes the remo(a# of the director. Notice to shareho#ders of the meeting must state that the purpose of the meeting is for remo(a# of the director. D"R#CTOR C#A$"!G TO 'O*D O%%"C# ; section 1<5 The office of director is (acated if the director, gi(es notice of his resignation@ is remo(ed from office in accordance 7ith the +ct or the constitution of the company@ becomes dis5ua#ified from being a director pursuant to section 1$$@ becomes dis5ua#ified from being a director@ dies@ or other7ise (acates office in accordance 7ith the constitution of the company. !ote? 4ursuant to section 1416 the acts of a person as a director are (a#id e(en though the personEs appointment 7as defecti(e or the person 7as not 5ua#ified for appointment as a director.

2$

*ODG"!G O% T'# !OT"C# O% C'A!G# 1 section 172 + notice of change of directors must be #odged 7ith the -egistrar of Companies in the appro(ed form 7ithin 28 days of, the change occurring6 in case of an appointment or resignation of a director@ or the company first becoming a7are of the death of a director6 or the change in the name or residentia# address of a director6 >here the board of a company fai#s to comp#y 7ith the abo(e6 e(ery director of the company commits an offence and is #iab#e on con(iction to a fine not e*ceeding 5%6%%% rupees.

24

$#CR#TAR&
B(ery company6 other than a sma## pri(ate company or a company ho#ding a Category 2 /#oba# 0usiness 1icence must ha(e one or more secretaries. The secretary must be a natura# person of fu## age and capacity and must be ordinari#y resident in &auritius. Co7e(er6 a corporation may act as a secretary 7ith the appro(a# of the -egistrar subject to certain specified conditions. The office of the secretary must not be (acant for more than $ months. 4-A*"%"CAT"O!$ O% T'# $#CR#TAR& The secretary of a pub#ic company or of a pri(ate company6 9other than a sma## pri(ate company or a company ho#ding a Category 2 /#oba# 0usiness 1icence: must be, a #a7 practitioner6 a 5ua#ified auditor6 a member of the Institute or Chartered "ecretaries and +dministrators of the ?nited Fingdom or a member of the Chartered Institute of &anagement +ccountant of ?nited Fingdom@ or a member of a professiona# association of company secretaries appro(ed by the &inister under section 11192: of the Companies +ct 1!84 or by the &inister under subsection 92:

25

"ection 133 of the +ct #ays do7n the duties of the secretary. The company secretary must6 inter alia, pro(ide the 0oard 7ith guidance as to its duties6 responsibi#ities and po7ers inform the 0oard of a## #egis#ation re#e(ant to or affecting meetings of shareho#ders and directors and reporting at any meetings and the fi#ing of any documents re5uired of the company and any fai#ure to comp#y 7ith such #egis#ation@ ensure that minutes of a## meetings of shareho#ders or directors are proper#y recorded in accordance 7ith paragraph 8 of the 'ifth "chedu#e and a## statutory registers be proper#y maintained@ certify in the annua# financia# statements of the company that the company has fi#ed 7ith the -egistrar a## such returns as are re5uired of the company under the +ct@ ensure that a copy of the companyEs annua# financia# statements and 7here app#icab#e the annua# report are sent in accordance 7ith sections 21! and 22% to e(ery person entit#ed to such statements or report in terms of the +ct. R#MO)A* OR R#$"G!AT"O! O% $#CR#TAR& Notification of the resignation or remo(a# of the secretary during any accounting period must be notified to the -egistrar 7ithin 28 days.

23

In the case of remo(a# of the secretary6 he may re5uire the company to inc#ude in the annua# financia# statements6 a statement setting out the circumstances of his remo(a#.

2.

$'AR#'O*D#R$
The +ct gi(es added protection to shareho#ders and minority shareho#ders. +mongst other things6 it pro(ides the fo##o7ing, M"!OR"T& ,-&1O-T + minority shareho#der 7ho dissents from major transactions appro(ed by the majority or in a case of (ariation of rights 7i## ha(e the right to be bought out by the company at a fair (a#ue. MA!AG#M#!T R#)"#( "hareho#ders may a#so ma=e recommendations to the board about the management. ATT#!DA!C# O% A-D"TOR$ The attendance of auditors at meetings of shareho#ders is an additiona# safeguard so that the ma*imum of information on financia# statements may be a(ai#ab#e.

28

$TAT#M#!T O% R"G'T$ TO ,# G")#! TO $'AR#'O*D#R$ + shareho#der has no7 the right to re5uest for a statement setting out the c#ass and number of shares. The rights6 pri(i#eges6 conditions and #imitations attached to those shares must a#so be set out. CO-RT$= O(#R$ The Courts ha(e been gi(en 7ide po7ers to protect shareho#ders against different forms of abuse by directors6

2!

$'AR#$
T& #$ O% $'AR#$ The 1!84 +ct forbids a pub#ic or subsidiary of a pub#ic company to issue shares 7ith disproportionate rights. There is no7 no such prohibition under the 2%%1 +ct. "ection 43 #ays do7n the basic rights attached to a share. They are the right to, one (ote at companyEs meetings@ an e5ua# di(idend@ an e5ua# share in the distribution of the surp#us assets.

The constitution or the terms of the issue of the shares may (ary those rights 8 i.e. the rights mentioned abo(e may be restricted6 #imited6 a#tered or added 9section 43:. +nother major difference 7ith the 1!84 +ct is the 2%%1 +ct permits a company6 if it is a##o7ed by its constitution6 to issue different c#asses of shares. e.g. the shares issued mayD be redeemab#e be preferentia# as to distribution of capita# or income confer specia#6 #imited or conditiona# (oting rights

$%

!O AR )A*-# $'AR#$ + major departure from the pro(isions of the Companies +ct 1!84 is the introduction of no par value shares. "ection 4. pro(ides that the genera# ru#e is that any shares created or e(en issued after the commencement of the +ct must be shares of no par value. Co7e(er6 e*isting companies or g#oba# business companies 7i## be a##o7ed to sti## maintain their par value shares and to issue shares or c#asses of shares 7ith par (a#ue. Con(ersion of one c#ass 7ith par value to a c#ass of no par value can be effected. This 7i## re5uire consent in 7riting of .5G of the shareho#ders. The +ct has pro(ided6 ho7e(er6 that there may be e*emption to the genera# ru#eD i.e. the company may issue share 7ith par (a#ue 7here the -egistrar is satisfied about t7o conditionsD If the company is a 7ho##y o7ned subsidiary registered outside &auritius and for the purposes of reporting it is necessary for the company to be formed 7ith shares carrying a par (a#ue or There are good grounds for the shares to be issued at par (a#ue.

The appro(a# of the -egistrar may be granted 7ith certain conditions.

$1

$TAT#D CA "TA* "ection .8 introduces the concept of stated capita# 7hich is the tota# of a## amounts recei(ed by the company or due and payab#e to the company in re#ation to the issue of shares and ca##s made on the shares. This stated capita# cannot be reduced un#ess a specia# reso#ution is passed and the so#(ency test has been satisfied D section 32. &ote+ a court order is no longer required. %RACT"O!A* $'AR#$ + company may6 if it is a##o7ed by its constitution6 issue fractiona# shares. >hen fractiona# shares are issued6 they ha(e corresponding #iabi#ities6 rights and attributes. D#!OM"!AT"O! O% $'AR#$ "! %OR#"G! C-RR#!C& The genera# ru#e is that a## shares 7ith a par value must be denominated in &auritian currency. Those shares may be designated in any foreign currency 7ith the appro(a# of the -egistrar. "$$-# O% $'AR#$ "ection 51D after registration6 a company must issue to any person named in the app#ication as a shareho#der the number of shares mentioned in the form.

$2

+fter the first issue of shares6 the board of a company may issue shares at any time6 to any person6 and in any 5uantity it sees fit. This po7er is subject to the pro(isions of the Companies +ct and any pro(ision in a companyEs constitution that may modify its right to issue shares D section 5294: The -egistrar must recei(e notice of the share issue in the appro(ed form 7ithin 14 days of the date of the issue. D"$TR",-T"O!$ TO $'AR#'O*D#R$ "ection 31 D The board of a company may authorise a distribution by the company at any time6 and of any amount6 and to any shareho#ders it sees fit. 0ut before doing so it must be satisfied6 on reasonab#e grounds6 that the company 7i## be ab#e to satisfy the so#(ency test immediate#y after the distribution. irectors 7ho (ote in fa(our of a distribution must sign a certificate stating that the company 7i## satisfy the so#(ency test after the distribution and gi(e the grounds for that opinion. $O*)#!C& T#$T + company satisfies a so#(ency test if, it is ab#e to pay its debts as they become due in the ordinary course of business@ the (a#ue of the companyEs assets is greater than the (a#ue of its #iabi#ities6 inc#uding contingent #iabi#ities D section 3.

$$

M##T"!G$
There are different types of meetings that may be he#d by a company, 0oard meetings D Bighth "chedu#e &eeting of shareho#ders D 'ifth "chedu#e +nnua# meeting of shareho#ders "pecia# meeting D 7hich may be he#d for the appro(a# of financia# statements

$4

%"*"!G O% DOC-M#!T$
The forms used for fi#ing documents 7ith the -egistrar of Companies are prescribed)appro(ed. + #ist is set out at +ppendi* 2II. Computer generated forms are acceptab#e if they are in the format prescribed. 'ees can be paid by 7ay of ban= che5ue or cash. Che5ues must be made payab#e to the /o(ernment of &auritius. "!$TR-CT"O! %OR %"*"!G O% DOC-M#!T$ +## forms for7arded to the -egistrar of Companies for fi#ing must sho7 the name and the registration number of the company to 7hich the document re#ates. The name6 posta# address and te#ephone number of the person by6 or on 7hose beha#f any document or form is submitted must be stated on the document or form. It is important to ensure that a## forms are comp#eted correct#y in accordance 7ith the re#e(ant instructions6 and a## the necessary information is pro(ided. The -egistrar may refuse to register a document or dec#ine to accept a document for registration for the fo##o7ing reasons,D it is not in the prescribed form6 if any@ it does not comp#y 7ith the Companies +ct or -egu#ations made under the +ct. it is not printed6 type7ritten@ it has not been proper#y comp#eted in accordance 7ith the notes6 instructions or direction specified in the form@ it is not on good 5ua#ity +4 paper@
$5

it does not bear origina# signature@ it contains matter contrary to #a7@ it contains an error6 a#teration or erasure@ or it fai#s to comp#y 7ith any directi(e or notice issued by the -egistrar.

4rescribed time #imits for fi#ing of documents are set out in +ppendi* 2I. %"*"!G O% OT'#R DOC-M#!T$ Charges "ection 12. D B(ery company sha##6 7ithin 28 days of the creation by the company of any charge6 or of ma=ing any issue of debentures charged on or affecting any property of the company6 fi#e 7ith the -egistrar of Companies a statement of the particu#ars of the charge in the form prescribed. 9'orm $: Registered office and address for service B(ery company must ha(e a registered office in &auritius to 7hich a## communications and notices may be addressed and 7hich sha## constitute the address for ser(ice of #ega# proceedings of the company. The registered office address must be notified to the -egistrar on the 'orm 1D app#ication form for incorporation. If a company 7ishes to change its registered office address6 the change and date of change must be notified to the -egistrar on the appro(ed form.

$3

Annual return +## companies are re5uired to #odge an annua# return 7ithin 28 days of the date of the annua# genera# meeting of the company. >here the matters re5uired to be stated are unchanged from the #ast preceding annua# return6 the company may present a ;No change -eturn< in 7hich it is certified by the director or the secretary of the company that there is no change 7ith respect to any of the matters stated from the #ast preceding annua# return. + company may not ma=e an annua# return in the ca#endar year of its incorporation. Annual report "ection 218 D The board of e(ery company must 7ithin 3 months of the ba#ance sheet date of the company6 prepare an annua# report on the affairs of the company during the accounting period ending on that date. The annua# report is to be presented together 7ith the financia# statements at the annua# meeting of the shareho#ders. It shou#d be noted that the annua# report of on#y pub#ic companies need to be registered 7ith the -egistrar of Companies. If the company fai#s to comp#y 7ith the abo(e6 e(ery director of the company commits an offence and is #iab#e on con(iction to a ma*imum pena#ty of -s. 2%%6%%%. +n app#ication may be made in 7riting to the -egistrar under section 21%92: to e*tend the period for preparing an annua# report.

$.

$TAT-TOR& R#G"$T#R$ A!D R#CORD$

+ company must maintain the fo##o7ing boo=s and registers,D a share register 9section !1: company records 9section 1!%: and accounting records 9section 1!$:

$'AR# R#G"$T#R "ection !1 D + company must maintain a share register that records the shares issued by the company and states 7hether6 under the companyEs constitution6 or the terms of issue of the shares6 there are any restrictions or #imitations on their transfer@ and the p#ace 7here any document that contains the restrictions or #imitations may be inspected. The share register must a#so state the fo##o7ing 7ith respect to each c#ass of shares,D an a#phabetica# #ist of the names and the #atest =no7n address of each person 7ho is6 or has 7ithin the #ast . years been6 a shareho#der@ the number of shares of that c#ass he#d by each shareho#der 7ithin the #ast . years@ and the date of any6 issue of shares to6 repurchase or redemption of shares from6 or transfer of shares by or to6 each shareho#der 7ithin the #ast se(en years6 and in re#ation to the transfer6 the

$8

name of the person to or from 7hom the shares 7ere transferred. +n agent 9such as a share registry: may maintain the share register of any company. + share register of a company may be di(ided into t7o or more registers and =ept at different #ocations6 if e*press#y permitted by its constitution. + notice of the #ocation of each register must be de#i(ered to the -egistrar for registration 7ithin 14 days after the share register is di(ided or any p#ace 7here a register is =ept is a#tered. The principa# register of a company must be =ept in &auritius. COM A!& R#CORD$ "ection 1!% D + company must =eep the fo##o7ing documents at its registered office,D the constitution of the company minutes of a## meetings and shareho#dersE reso#utions 7ithin the #ast se(en years an interests register6 if re5uired minutes of a## meetings6 directorsE reso#utions and directorsE meetings 7ithin the #ast se(en years certificates gi(en by directors under the Companies +ct 7ithin the #ast se(en years@ the fu## names and addresses of the current directors

$!

copies of a## 7ritten communications to a## shareho#ders or a## ho#ders of the same c#ass of shares during the #ast se(en years6 inc#uding annua# reports made under section 218

copies of a## financia# statements and group financia# statements re5uired to be comp#eted by section 21% of the Companies +ct for the #ast se(en comp#eted accounting periods of the company@

the accounting records re5uired by section 1!$ for the current accounting period and for the #ast . comp#eted accounting periods of the company

the share register the copies of instruments creating or e(idencing charges re5uired to be registered under section 12. the records may be =ept at any #ocation in the country. >here a company changes the #ocation of the records6 the -egistrar must be notified of the p#ace at 7hich the records are =ept 7ithin 14 days of the date of the change.

4%

%"!A!C"A* $TAT#M#!T$
$MA** R")AT# COM A!"#$ + sma## pri(ate company may fi#e a 'inancia# "ummary or 'inancia# "tatements. Co7e(er those financia# statements must comp#y 7ith regu#ations made under the +ct or any accounting standards issued or any regu#ations made under the &auritius +ccounting and +uditing "tandards Committee +ct 1!8!. -,*"C A!D R")AT# COM A!"#$ @Other than small private companiesA The 'inancia# "tatements and group 'inancia# "tatements must be audited by a 5ua#ified auditor. They shou#d, be prepared in accordance 7ith and comp#y 7ith the Internationa# +ccounting "tandards@ and comp#y 7ith any re5uirement 7hich app#ies to the companyEs 'inancia# "tatements under any other enactment %OR#"G! COM A!"#$ The 'inancia# "tatements of foreign companies must comp#y 7ith the Internationa# +ccounting "tandards. They must sho7 the assets emp#oyed in and #iabi#ities arising out of its operations conducted in or from

41

&auritius. They shou#d a#so contain the profit and #oss account arising out of its operations conducted in or from &auritius G*O,A* ,-$"!#$$ COM A!"#$ The 'inancia# "tatements of the Category 1 /#oba# 0usiness companies ha(e to be fi#ed 7ith the 'inancia# "er(ices Commission and6 as such are e*empted from fi#ing same 7ith the -egistrar. A RO)A* O% %"!A!C"A* $TAT#M#!T$

The 'inancia# "tatements of a company are appro(ed at an annua# meeting of the company. >here the 'inancia# "tatements are not appro(ed at an annua# meeting6 they sha## be presented at a further specia# meeting ca##ed by the 0oard. R#G"$TRAT"O! O% %"!A!C"A* $TAT#M#!T$ $mall rivate companies The annua# return of a sma## pri(ate company must be accompanied by , a 'inancia# "ummary containing the information set out in the Ninth "chedu#e or the financia# statements in accordance 7ith section 211

-,*"C A!D R")AT# COM A!"#$ @OT'#R T'A! $MA** R")AT#A >ithin 28 days after the financia# statements of the companies and any group financia# statements are re5uired to be signed6 pub#ic and pri(ate
42

companies 9other than sma## pri(ate companies: must fi#e certified copies of those financia# statements. + copy of the auditorEs report must a#so accompany the financia# statements. In the case of pub#ic companies6 a copy of the annua# report6 7hich is re5uired to be prepared under section 2186 must be de#i(ered at the same time 7ith the financia# statements. A!!-A* M##T"!G B(ery company must ho#d an annua# meeting of shareho#ders once in each ca#endar year. The meeting must be on a date 7hich is no #ater than si* months after the companyEs ba#ance date6 and not #ater than 15 months after the pre(ious annua# meeting D section 115. + company does not ha(e to ho#d that meeting 7ithin 18 months of the date of its registration. %OR#"G! COM A!"#$ + foreign company must fi#e 7ith the -egistrar the fo##o7ing, 7ithin $ months of its annua# meeting of shareho#ders6 certified copies of its 0a#ance "heet made up to the end of its #ast preceding accounting period together 7ith a## copies of documents that are re5uired by the #a7 app#icab#e in its country of incorporation. 7ithin 3 months after the end of the accounting period of the company6 'inancia# "tatements sho7ing the operations

4$

conducted in or from &auritius together 7ith a 5ua#ified auditorEs report on those statements.

TRA!$"T"O!A* RO)"$"O! %OR %"*"!G A!D A-D"T"!G O% ACCO-!T$ %OR #B"$T"!G COM A!"#$
Companies 7hich ha(e a ba#ance sheet date prior to the commencement of the Companies +ct 2%%1 are entit#ed to ho#d their annua# meeting and present their financia# accounts 7ithin the time frame pro(ided by the Companies +ct 1!846 i.e. they may ho#d their annua# genera# meeting 7ithin 8 months from the ba#ance sheet date and to ha(e them appro(ed

44

%OR#"G! COM A!"#$

R#G"$TRAT"O! + foreign company sha## not carry on business in &auritius on or after the commencement of the +ct un#ess the name of the foreign company has been reser(ed. 9section $4: >hen a foreign company estab#ishes a p#ace of business or commences to carry on business in &auritius6 it has to be registered 7ithin one month. The fo##o7ing are the documents to be submitted for registration of the foreign company, 9a: a du#y authenticated copy of, the certificate of its incorporation or registration in its p#ace of incorporation or origin or a document of simi#ar effect@ its constitution6 charter6 statute or memorandum and artic#es or other instrument constituting or defining its constitution@ 9b: 9c: a #ist of directors@ in case there are resident directors of a #oca# 0oard6 a memorandum du#y e*ecuted by or on beha#f of the foreign company stating their po7ers@ 9d: a memorandum of appointment or po7er of attorney must be under the sea# of the foreign company or e*ecuted on its beha#f in such manner as to be binding on the company6 and it shou#d state the names and addresses of 2 or more persons resident in &auritius
45

authorised to accept on its beha#f ser(ice of process and any notices re5uired to be ser(ed on the company@ 9e: notice of the situation of its registered office in &auritius and6 un#ess the office is open and accessib#e to the pub#ic during ordinary business hours on each day6 other than "aturdays and pub#ic ho#idays6 the days and hours during 7hich it is open and accessib#e to the pub#ic@ and 9f: a dec#aration made by the authorised agents of the company.

>here a memorandum of appointment or po7er of attorney fi#ed under subsection 91:9e: is e*ecuted by a person on beha#f of the company6 a du#y authenticated copy of the deed or document by 7hich that person is authorised to e*ecute the memorandum of appointment or po7er of attorney must be fi#ed. On submission of the re5uired documents6 the -egistrar 7i## issue a certificate of registration as a foreign company +ny change effected 7ithin the company must be fi#ed 7ithin one month 7ith the -egistrar in 7hich case a certificate is issued. ,A*A!C# $'##T + foreign company must 7ithin $ months of its annua# meeting of shareho#ders fi#e 7ith the -egistrar6 a copy of its ba#ance sheet and 7ithin 3 months after the end of the accounting period of the company fi#e its

43

financia# statements6 7hich must comp#y 7ith the Internationa# +ccounting "tandards. C#$$AT"O! O% ,-$"!#$$ "! MA-R"T"-$ >here a foreign company ceases to ha(e a p#ace of business or to carry on business in &auritius6 it must 7ithin . days of the date of the cessation6 fi#e a notice to that effect. The -egistrar must6 on the e*piry of $ months after the fi#ing of the notice6 remo(e the name of the company from the -egister.

4.

%##$
The fees payab#e by different types of companies and other matters are found in the T7e#fth "chedu#e at +ppendi* II

48

O%%#!C#$ -!D#R T'# ACT

No fee is payab#e for the fi#ing of any documents re5uired by the Companies +ct 2%%1. Co7e(er any company or person 7ho fai#s to comp#y 7ith the Companies +ct 2%%1 commits an offence and are #iab#e for prosecution. The fine (aries bet7een -s. 2%6%%% to -s. 1 m and 5 years of imprisonment. B*amp#e of some offences and the ma*imum fine payab#e in Court,
$ections Offences MaCimum fine 15 'ai#ure to produce boo=s ca##ed for by -egistrar -s 5%6%%% under his po7er of inspection 52 'ai#ure to fi#e 7ith the -egistrar a return of -s 1%%6%%% a##otment 7ithin 14 days of the issue of shares 115 'ai#ure to ca## an annua# meeting of shareho#ders -s 2%%6%%% once in a year or #ater than 15 months after the pre(ious annua# meeting or #ater than 3 months after the companyEs ba#ance sheet date 12. 'ai#ure to fi#e the statement of particu#ars of -s 2%%6%%% charge created by the company 142 'ai#ure by the 0oard to notify the -egistrar of any -s 5%6%%% change in irectors)"ecretary change in their residentia# address or 13$ 'ai#ure by a company or its directors to appoint a -s 2%6%%% secretary 7ithin 2 months of being ordered to do so by the -egistrar or the Court 18! 'ai#ure by a company to change its registered -s 5%6%%% office 7here re5uired to do so by the -egistrar 215 'ai#ure by the company to fi#e their financia# -s 2%%6%%% statements or group account statement. 22$ 'ai#ure to fi#e the annua# return of the company -s 1%%6%%% 7ith the -egistrar 7ithin the prescribed de#ay. 2!4 'ai#ure to inform the -egistrar 7ithin 14 days -s 2%%6%%% 7hen ceasing to be dormant $44 +ny director6 emp#oyee6 shareho#der 7ho fa#sifies -s 1m H 5 years any records of the company imprisonment

4!

AppendiC "
Model constitution for a private compan0
$#CO!D $C'#D-*# ,sections -0 and -2,1.. + pri(ate company may6 in a constitution registered by it6 e*c#ude or modify any of the pro(isions of this "chedu#e to the e*tent permitted by the +ct Constitution of a private compan0 limited b0 shares 1. Issue of ne7 shares

Ne7 shares sha## be issued in accordance 7ith section 52 7ith the preDempti(e rights pro(ided for under section 55. 2. Transfer of shares

B(ery change in the o7nership of shares in the capita# of the company sha## be subject to the fo##o7ing #imitations and restrictions D 9a: 4reDempti(e pro(isions No share in the capita# of the company sha## be so#d or transferred by any shareho#der un#ess and unti# the rights of preDemption hereinafter conferred ha(e been e*hausted. 9b: Transfer notice and fair price 9i: B(ery shareho#der inc#uding the persona# representati(e of a deceased shareho#der or the assignee of the property of a ban=rupt shareho#der 7ho desires to se## or transfer any share sha## gi(e notice in 7riting to the 0oard of such desire.

5%

9ii:

>here the notice under subparagraph 9i: inc#udes se(era# shares6 it sha## not operate as if it 7ere a separate notice in respect of each such share6 and the proposing transferor sha## be under no ob#igation to se## or transfer some on#y of the shares specified in such notice. The notice under subparagraph 9i: sha## be irre(ocab#e and sha## be deemed to appoint the 0oard as the proposing transferorEs agent to se## such shares in one or more #ots to any shareho#der or shareho#ders of the company6 inc#uding the directors or any of them. The price of the shares so#d under paragraph 9iii: D 9+: 90: sha## be the price agreed upon bet7een the party gi(ing such notice and the 0oard@ or fai#ing any agreement bet7een them 7ithin 28 days of the 0oard recei(ing such notice6 such fair price as sha## be determined by a person appointed joint#y by the parties.

9iii:

9i(:

9(: 9(i: 9c:

In the absence of an agreement under subparagraph 9i(:90:6 either party may app#y to the Iudge in Chambers to appoint an arbitrator. The person appointed under subparagraph 9i(: or 9(: sha## certify the sum 7hich6 in his opinion6 is the fair price for the share.

Offer to shareho#ders and conse5uent sa#e 9i: >here the price for the shares so#d under paragraph 9b: is agreed upon or determined6 as the case may be6 the 0oard sha## immediate#y gi(e notice to each of the shareho#ders6 other than the person desiring to se## or transfer such shares. + notice under subparagraph 9i: sha## state the number and price of such shares and sha## re5uest each of the shareho#ders to 7hom the notice is gi(en to state in 7riting to the 0oard 7ithin 21 days of the date of the notice 7hether he is 7i##ing to purchase any and6 if so6 7hat ma*imum number of such shares. +t the e*piration of 21 days from the date of the notice6 the 0oard sha## D 9+: apportion such shares amongst the shareho#ders 9if more than one: 7ho ha(e e*pressed a desire to purchase the shares and6 as far as possib#e6 on a pro rata basis according to the number of shares a#ready he#d by them respecti(e#y6 or

9ii:

9iii:

51

90:

if there is on#y one shareho#der6 a## the shares sha## be so#d to that shareho#der6

pro(ided that no shareho#der sha## be ob#iged to ta=e more than the ma*imum number of shares stated in that shareho#derEs response to such notice. 9i(: >here the apportionment is being made or any shareho#der notifies his 7i##ingness to purchase6 the party desiring to se## or transfer such share or shares sha##6 on payment of the said price6 transfer such share or shares to the shareho#der or respecti(e shareho#ders 7ho has or ha(e agreed to purchase the shares and6 in defau#t thereof6 the 0oard may recei(e and gi(e a good discharge for the purchase money on beha#f of the party desiring to se## and enter the name of the purchaser or purchasers in the share register as ho#der or ho#ders of the share or shares so so#d.

9d:

"hares on offer not ta=en up by shareho#ders 9i: >here a## the shares remain unso#d under paragraph 9c: at the e*piry of the period of 3% days of the 0oard recei(ing a notice under paragraph 9c:9ii:6 the person desiring to se## or transfer the shares6 may6 subject to subparagraph 9ii:6 7ithin a further period of $% days6 se## the shares not so so#d6 but not a portion on#y6 to any person 7ho is not a shareho#der. The person desiring to se## the shares sha## not se## the shares for a price #ess than the price at 7hich the shares ha(e been offered for sa#e to the shareho#ders under this paragraph 9that is6 paragraph 2:6 but e(ery such sa#e sha## ne(erthe#ess be subject to the pro(isions of paragraph 4.

9ii:

9e:

'ami#y transactions 9i: +ny share may be transferred by a shareho#der to6 or to trustees for6 the spouse6 father6 mother6 chi#d6 grandchi#d6 sonDinD#a7 or daughterDinD #a7 of that shareho#der6 and any share of a deceased shareho#der may be transferred by his e*ecutors or administrators to the spouse6 father6 mother6 chi#d6 grandchi#d6 sonDinD#a7 or daughterDinD#a7 of the deceased shareho#der. +ny share he#d by trustees under any trust may be transferred to any beneficiary6 being the spouse6 father6 mother6 chi#d6 grandchi#d6 sonDinD #a7 or daughterDinD#a7 of such shareho#der6 of such trust6 and shares standing in the name of the trustee of the 7i## of any deceased shareho#der or trustees under any such trust may be transferred upon any change of trustees for the time being of such 7i## or trust.

9ii:

52

9iii:

The restrictions contained in paragraphs 9a: to 9d: sha## not app#y to any transfer authorised by this paragraph but e(ery such transfer sha## be subject to paragraph $.

$.

irectorsE right to refuse registration of transfers

"ubject to comp#iance 7ith sections 8. to 8!6 the 0oard may refuse or de#ay the registration of any transfer of any share to any person 7hether an e*isting shareho#der or not6 7here D 9a: 9b: 9c: so re5uired by #a7@ registration 7ou#d impose on the transferee a #iabi#ity to the company and the transferee has not signed the transfer@ a ho#der of any such share has fai#ed to pay on the due date any amount payab#e thereon either in terms of the issue thereof or in accordance 7ith the constitution 9inc#uding any ca## made thereon:@ the transferee is a minor or a person of unsound mindD the transfer is not accompanied by such proof as the 0oard reasonab#y re5uires of the right of the transferor to ma=e the transfer@ the preDempti(e pro(isions contained in paragraph 2 ha(e not been comp#ied 7ith@ or the 0oard acting in good faith decides in its so#e discretion that registration of the transfer 7ou#d not be in the best interests of the company and)or any of its shareho#ders.

9d: 9e: 9f: 9g:

4.

4urchase or other ac5uisition of o7n shares 9a: +uthority to ac5uire o7n shares 'or the purposes of section 386 the company sha## be e*press#y authorised to purchase or other7ise ac5uire shares issued by it.

9b:

+uthority to ho#d o7n shares "ubject to any restrictions or conditions imposed by #a76 the company sha## be e*press#y authorised to ho#d shares ac5uired by it pursuant to section 38 or 11%.

5.

Ca##s on shares and forfeiture of shares

Ca##s on shares and forfeiture of shares sha## be conducted in accordance 7ith the 'ourth "chedu#e. 3. "hareho#ders meetings 5$

"hareho#ders meetings sha## be conducted in accordance 7ith the 'ifth "chedu#e. irectors 9a: The directors of the company sha## be such person or persons as may be appointed from time to time by ordinary reso#ution or by notice to the company signed by the ho#der or ho#ders for the time being of the majority of ordinary shares in the capita# of the company but so that the tota# number of directors sha## not at any time e*ceed the number fi*ed pursuant to paragraph 9b: or by ordinary reso#ution pursuant to paragraph 9c:. The first directors and the number of directors sha## be determined in 7riting by the subscribers to the app#ication for incorporation. The company may by ordinary reso#ution increase or reduce the number of directors. The directors may appoint any person to be a director to fi## a casua# (acancy or as an addition to the e*isting directors but the tota# number of directors sha## not at any time e*ceed the number fi*ed in accordance 7ith paragraph 9b: or by ordinary reso#ution pursuant to paragraph 9c:. +ny director appointed under paragraph 9d: sha## ho#d office on#y unti# the ne*t fo##o7ing annua# meeting and sha## then retire but sha## be e#igib#e for appointment at that meeting. + director sha## ho#d office unti# remo(ed by specia# reso#ution pursuant to section 1$892: or ceasing to ho#d office pursuant to section 1$!.

9b: 9c: 9d:

9e:

9f: 8.

-emuneration of directors of directors sha## be determined in accordance 7ith

The remuneration section 15!91:. !.

4roceedings of directors

The directors meetings and the proceedings of directors sha## be conducted in accordance 7ith the Bighth "chedu#e. 1%. &anaging irector 9a: The directors may appoint one or more members of the 0oard to the office of managing director for such period and on such terms as they thin= fit and6 subject to the terms of any agreement entered into in any particu#ar case6 may re(o=e that appointment. >here a managing director ceases to be a director for any reason 7hatsoe(er6 his appointment sha## automatica##y #apse.

9b:

54

9c:

+ managing director sha##6 subject to the terms of any agreement entered into in any particu#ar case6 recei(e such remuneration6 7hether by 7ay of sa#ary6 commission or participation in profits6 as the directors may determine. The directors may entrust to and confer upon the managing director any of the po7ers e*ercisab#e by them 7ith such restrictions as they thin= fit6 and either genera##y or to the e*c#usion of their o7n po7ers subject to section 1$16 and the directors may re(o=e6 a#ter6 or (ary6 a## or any of these po7ers/

9d:

11.

i(idends 9a: 9b: + di(idend may be authorised and dec#ared by the 0oard at such time and such amount 9subject to the so#(ency test: as it thin=s fit. "ubject to the rights of persons6 if any6 entit#ed to shares 7ith specia# rights as to di(idend6 a## di(idends sha## be dec#ared and paid according to the amounts paid or credited as paid on the shares in respect of 7hich the di(idend is paid6 but no amount paid or credited as paid on a share in ad(ance of ca##s sha## be treated for the purposes of this paragraph 9that is paragraph 11: as paid on the share. +## di(idends sha## be apportioned and paid proportionate#y to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of 7hich the di(idend is paid6 but 7here any share is issued on terms pro(iding that it sha## ran= for di(idend as from a particu#ar date6 that share sha## ran= for di(idend according#y. The directors may deduct from any di(idend payab#e to any shareho#der a## sums of money6 if any6 present#y payab#e by him to the company on account of ca##s or other7ise in re#ation to the shares of the company. No di(idend sha## bear interest against the company. +ny di(idend6 interest6 or other money payab#e in cash in respect of shares may be paid by che5ue or posta# or money order sent through the post directed to the registered address of the ho#der6 or in the case of joint ho#ders6 to the registered address of that one of the joint ho#ders 7ho is first named on the share register or to such person and to such address as the ho#der or joint ho#ders may in 7riting direct. B(ery such che5ue or posta# or money order sha## be made payab#e to the order of the person to 7hom it is sent. +ny one of the 2 or more joint ho#ders may gi(e effectua# receipts for any di(idends6 bonuses6 or other money payab#e in respect of the shares he#d by them as joint ho#ders.

9c:

9d:

9e: 9f:

9g: 9h:

12.

>inding up 9a: "ubject to paragraphs 9b: and 9c: and to the terms of issue of any shares in the company6 upon the 7inding up of the company6 the assets6 if any6 remaining 55

after payment of the debts and #iabi#ities of the company and the costs of 7inding up 9the surp#us assets:6 sha## be distributed among the shareho#ders in proportion to their shareho#ding. 9b: The ho#ders of shares not fu##y paid up sha## on#y recei(e a proportionate share of their entit#ement being an amount paid to the company in satisfaction of the #iabi#ity of the shareho#der to the company in respect of the shares either under the constitution of the company or pursuant to the terms of issue of the shares. >here the company is 7ound up6 the #i5uidator may6 7ith the sanction of a specia# reso#ution of the company6 di(ide in =ind amongst the members the assets of the company6 7hether they consist of property of the same =ind or not6 and may for that purpose set such (a#ue as he deems fair upon any property to be di(ided and may determine ho7 the di(ision is to be carried out as bet7een the shareho#ders or different c#asses of shareho#ders.

9c:

1$.

One person companies and companies in 7hich a## shareho#ders are directors

>here6 at any time6 the company for a continuous period e*ceeding 3 months is a one person company6 or is a company in 7hich a## the shareho#ders a#so ho#d office as director6 then6 for so #ong as such circumstance continues6 the fo##o7ing pro(isions sha## app#y D 9a: Issue of shares Ne7 shares may be issued by unanimous reso#ution signed by the shareho#der)s ha(ing such rights and on such terms and conditions as may be set out in the reso#ution and a copy of the reso#ution sha## be fi#ed 7ith the -egistrar of Companies. 9b: &eetings "eparate meetings of shareho#ders and directors need not be he#d pro(ided a## matters re5uired by the +ct to be dea#t 7ith by a meeting of shareho#ders or a meeting of directors are dea#t 7ith by 7ay of a unanimous reso#ution.

53

AppendiC ""
T(#*%T' $C'#D-*# ,section 2/0,b." 100.

%ees pa0able to Registrar 4+-T I

"tems 1. Matters in respect of Ehich a fee shall be pa0able In the case of a sma## pri(ate company D 9a: at the time of its incorporation@ and 9b: in respect of e(ery subse5uent year In the case of a company ho#ding a Category 2 /#oba# 0usiness 1icence D 9a: at the time of its incorporation@ and 9b: in respect of e(ery subse5uent year 2. In the case of a foreign company D 9a: at the time of its registration@ and 9b: in respect of e(ery subse5uent year In the case of a company 9a: recorded by the -egistrar as being a dormant company@ 9b: in respect of e(ery subse5uent year. In the case of a pub#ic company D 9a: at the time of its incorporation@ and 9b: in respect of e(ery subse5uent year In the case of any other company D 9a: at the time of its incorporation@ and 9b: in respect of e(ery subse5uent year In the case of a commercia# partnership ,soci2t2 commerciale including soci2t2 commerciale de fait. D 9a: at the time of its registration@ and 9b: in respect of e(ery subse5uent year (ithin due date -s 26%%% -s 26%%% %ee pa0able the After the due date D -s $6%%%

?"J 35 ?"J 35 -s !6%%% -s !6%%% -s 26%%% -s 26%%% -s !6%%% -s !6%%% -s 26%%% -s 36%%%

D ?"J 1%% D -s 1$6%%% -s $6%%% -s $6%%% D -s 1$6%%% D -s !6%%%

$.

4.

5.

3.

-s 36%%% -s 36%%%

D -s !6%%%

ART ""
"tem 1. 2. $. Matters in respect of Ehich a fee shall be pa0able 'or any certificate issued by the -egistrar or for certifying any copy or e*tract of any document in the custody of the -egistrar 'or a copy or e*tract of any document in the custody of the -egistrar 'or search of information in respect of e(ery company or commercia# partnership %ee pa0able -s 1%% -s 2% 4er page -s 5%

5.

AppendiC """
$ections of the Companies Act 2001 not applicable to Categor0 1 Global ,usiness *icence $ections
14 9.: 2$ 92: 9c: in so far as it re#ates to a pri(ate company $2 4. 4894: 5% 32 92: .%91:9e: .1 91: 8$ 8.91: 15! 13491: 9a:

Contents
Inspection and e(idence of registers 9not app#icab#e to a pri(ate company un#ess the person is a shareho#der: particu#ars of any business occupation and directorships of any pub#ic company or subsidiary of a pub#ic company he#d by each director Inc#usion of 7ord K1imitedE in name No par (a#ue shares "tated capita# and share premium account enomination of share capita# -e5uirement to gi(e pub#ic notice of a proposed reduction of a companyEs stated capita# isc#osure document Cance##ation of share repurchased subsidiary may not ho#d shares in ho#ding company Instrument of transfer -emuneration and other benefits The -egistrar may appro(e the appointment of a firm or corporation to act as secretary pro(ided that at #east one member of the firm or one director of the corporation is ordinari#y resident in &auritius 4rejudiced shareho#ders +#teration to constitution +ppointment of partnership as auditor 7here at #east one member of the firm is ordinari#y resident in &auritius appointment of auditor 7here the person is not ordinari#y resident in &auritius Ob#igation to prepare annua# report sending of annua# report to shareho#ders sending of financia# statements to shareho#ders 7ho e#ect not to recei(e annua# report content of annua# report 'ai#ure to send annua# report +nnua# return 4ub#ic inspection of company records copies of documents

1.8 1.! 1!. 91: 9a: 1!8 92: 9e: 218 21! 22% 221 222 22$ 225 228

58

AppendiC ") $ections of the Companies Act 2001 not applicable to Categor0 2 Global ,usiness *icence
$ections
149.: 2$92:9c: $2 4. 4894: 5% 5. 3292: .%91:9e: 8$ 8.91: 15! 13$ 134 135 133 13. 1.8 1.! 1!$ 1!4 1!5 1!3 1!.91:9a: 1!892:9e: 21% 211 212 21$ 214 215 213 21. 218 21!

Contents
Inspection L e(idence of -egisters 9not app#icab#e un#ess the person is a shareho#der:. +pp#ication for incorporation 8 particu#ars of any business occupation and directorships of any pub#ic company or a subsidiary of a pub#ic company he#d by each director. Inc#usion of 7ord 3limited4 in name. No par (a#ue shares. "tated capita# and share premium account. enomination of share capita# "hares not paid for in cash. 4roposed reduction of a companyEs stated capita# not re5uired to be gi(en by pub#ic notice. isc#osure document "ubsidiary may not ho#d shares in ho#ding company. Instrument of transfer of shares or debentures. -emuneration L other benefits re#ating to directors. "ecretary -egistrar may appro(e corporation for appointment as secretary. Mua#ifications of secretary. uties of secretary Notice to be gi(en of remo(a# or resignation of secretary 4rejudiced shareho#ders +#teration to constitution. +ccounting records to be =ept 4#ace accounting records to be =ept +ppointment of auditor. +uditorEs fees and e*penses +ppointment of partnership as auditor 7here at #east one member of the firm is ordinari#y resident in &auritius. +ppointment of auditor 7here that person is not ordinari#y resident in &auritius. Ob#igation to prepare financia# statements Contents and form of financia# statements Ob#igation to prepare financia# statements 'inancia# statements to be presented in &auritius currency un#ess other7ise appro(ed by -egistrar. Contents and form of group financia# statements. -egistration of financia# statements &eaning of 3balance sheet date4 &eaning of 3financial statements4 and 3group financial statements4 Ob#igation to prepare annua# report "ending of annua# report to shareho#ders 5!

22% 221 222 22$ 225 228 2.%9a: 2.$ 2.4 2.5 2.3 2.. 2.8 2.! 28% 281 282 28$ 284 285 283

"ending of financia# statements to shareho#ders 7ho e#ect not to recei(e annua# report Contents of annua# report 'ai#ure to send annua# report +nnua# return 4ub#ic inspection of company records Copies of documents 4ro(isions re#ating to pri(ate company +pp#ication of 4art NN11 9'oreign Companies: &eaning of 3carrying on business4 Name to be reser(ed before carrying on business -egistration of foreign companies -egistered office and authorised agents -eturn of a#terations -egistrarEs certificate 2a#idity of transactions not effected 0a#ance sheet Notice by foreign company of particu#ars of its business in &auritius Name and country of incorporation "er(ice of notices 0ranch registers Cessation of business in &auritius

3%

AppendiC ) $ections of the Companies Act 1567 not applicable to Categor0 1 and 2 Global ,usiness *icence
$ections
$5 2$2 2$$

Contents
+uthorised &utua# 'und 4oo#ing of assets of re#ated Companies /uide#ines for orders to contribute or poo# assets.

31

AppendiC )" T"M# *"M"T %OR %"*"!G O% DOC-M#!T$ #TC/

*"M"T O% 3 DA&$ $#CT"O!$ 1!594: 283 $1$94: Notice to -OC to appoint auditor Cessation of business for foreign companies ecision of the Court communicated to -egistrar for non remo(a# from register DOM#$T"C COM A!"#$ CAT#GOR& 1 G*O,A* ,-$"!#$$ CAT#GOR& 2 G*O,A* ,-$"!#$$

32

AppendiC )" @ctd/A

*"M"T O% 17 DA&$ $#CT"O!$ 1. 4495: 4.9$:9c: 5%9$: 5294: 5$9$: 5.94: 58 -egistrar gi(ing de#ay to comp#y To de#i(er appro(ed constitution to the -egistrar Notice of con(ersion of shares 4ar (a#ue designated in foreign currency Issue of shares not paid for in cash +#teration of share capita# Certificate for shares not paid for in cash Ca##s on shares DOM#$T"C COM A!"#$ CAT#GOR& 1 G*O,A* ,-$"!#$$ CAT#GOR& 2 G*O,A* ,-$"!#$$

3$

AppendiC )" @ctd/A

$#CT"O!$ DOM#$T"C COM A!"#$ CAT#GOR& 1 G*O,A* ,-$"!#$$ CAT#GOR& 2 G*O,A* ,-$"!#$$

329.: !29$:9a: !29$:9b: 1.!9$: 1!%95: 23295: 23$92: 28595: 28593: 2!49$: 2!494: $$.92:

-eduction of share capita# "hare registered di(ided L =ept separate#y The p#ace 7here the share register is =ept is a#tered Court ordering change in constitution 4#ace 7here company records are =ept is changed 'i#ing Court Order for ama#gamation +dditiona# Court Orders to be fi#ed to -OC by 0oard Opening of a branch register Change in p#ace 7here branch register is =ept Company recorded as dormant >here Company ceases to be dormant 1ea(e of Court to manage a company by con(icted person

34

AppendiC )" @ctd/A

*"M"T O% 26 DA&$ $#CT"O!$ $. 459$: 8892: 8! !.91: !.94: 1%!9$: 12.91L2: 142 92:9d: 13. 91: 215 22$92: -egistrar directing company to change name irection for a ne7 form of constitution by -egistrar -e5uest of transfer of share certificate Notice of refusa# to enter a transfer in the register Company sending share certificate to ho#der in pub#ic companies +pp#ication by shareho#der for share certificate to companies Notice to shareho#der by Company to decision to purchase of share or not 'i#ing of particu#ars of charges Notice of change of directors or "ecretaries Notice on remo(a# or resignation of secretary -egistration of financia# statements 'i#ing of +nnua# -eturns DOM#$T"C COM A!"#$ CAT#GOR& 1 G*O,A* ,-$"!#$$ CAT#GOR& 2 G*O,A* ,-$"!#$$

35

AppendiC )" @ctd/A

*"M"T O% O!# MO!T' $#CT"O!$ 11495: 2.391: 2.891: 2.892: 2.89$: 2.894: 28392:9a: 3th "chedu#e .92: 2ariation of rights 9"pecia# -eso#ution: -egistration of 'oreign Companies -eturn of a#teration Company increasing its authorised share capita# 9'oreign: 'oreign company increasing the number of its members Order made by foreign court to foreign companies 'oreign Company in #i5uidation or disso#(ed ebenture ho#dersE representati(e 9repayment of #oans: DOM#$T"C COM A!"#$ CAT#GOR& 1 G*O,A* ,-$"!#$$ CAT#GOR& 2 G*O,A* ,-$"!#$$

33

AppendiC )""
R#$CR",#D %ORM$
+pp#ication for Incorporation of a Company +pp#ication to change name of a Company "tatement of 4articu#ars of Charges Consent and Certificate of irector of ama#gamated Company Consent and Certificate of "ecretary of +ma#gamated Company +nnua# -eturn of Company 1imited by /uarantee "2$.'1 "$3.'2 "12..'$ "248.'4 "248.'5 "23!.'3

RO)#D %ORM$
"2$.'. "2$.'8 "2$.'! "2$.'1% "$4.'11 "44.'12 "52.'1$ "58.'14 "114.'15 "14291:9a:.'1. "14291:9a:.'18 "14291:9a:.'1! "13$.'2% "188.'21 "$%2.'22 "$%!91:9d:.'2$

Consent and Certificate of irector Consent and Certificate of "ecretary Consent of "hareho#der Consent of &ember 9Company #imited by /uarantee: +pp#ication for -eser(ation of Company Name Notice of +doption)+#teration)-e(ocation of Constitution Notice of Issue of "hare Notice of Ca##s on "hares Notice of 2ariation of -ights Notice of Change of irector Notice of Change of "ecretary Notice of change of 4articu#ar of irector)"ecretary)4erson nominated to act as "ecretary in one 4erson Company Consent and Certificate of "ecretary Notice of Change in -egistered Office +pp#ication to Transfer Incorporation to another Country +pp#ication for -emo(a# of Company from -egister

3.

Companies Division One Cathedral $Fuare: 2ules Goenig $treet: ort1*ouis

Web site Email Fax otli!e ? http?HHcompanies/gov/mu ? rocdIintnet/mu ? 2121J75< ? 20617><5 ? 211126J> ? 20617113

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