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Companies Act

consolidated text (as at 2018, amended since). juris shows the text as it was consolidated; it does not confirm that this is the law in force today.

Later amending instruments held: Anti-Money Laundering and Combatting the Financing of Terrorism and Proliferation (Miscellaneous Provisions) Act 2019 (Act No 9 of 2019), Business Facilitation (Miscellaneous Provisions) Act 2019 (Act No 14 of 2019), Finance (Miscellaneous Provisions) Act 2019 (Act No 13 of 2019), Anti-Money Laundering and Combatting the Financing of Terrorism (Miscellaneous Provisions) Act 2020, Covid-19 (Miscellaneous Provisions) Act 2020, Finance (Miscellaneous Provisions) Act 2020, Finance (Miscellaneous Provisions) Act 2021 (Act No 15 of 2021), Finance (Miscellaneous Provisions) Act 2022 (Act No 15 of 2022), Finance (Miscellaneous Provisions) Act 2023 (Act No 12 of 2023), Anti-Money Laundering and Combatting the Financing of Terrorism and Proliferation (Miscellaneous Provisions) Act 2024 (Act No. 10 of 2024), Finance (Miscellaneous Provisions) Act 2024 (Act No. 11 of 2024), Finance Act 2025 (Act No. 18 of 2025), Anti-Money Laundering, Combatting the Financing of Terrorism and Countering Proliferation Financing (Miscellaneous Provisions) Act 2026 (Act No. 3 of 2026).

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Sections

  1. 1 Short title
  2. 2 Interpretation
  3. 3 Meaning of “holding company” and “subsidiary”
  4. 4
  5. 5 Meaning of “control”
  6. 6 Meaning of “solvency test”
  7. 7 Stated capital
  8. 8 Public notice
  9. 9 Act binds the State
  10. PART II: THE REGISTRAR
  11. 10 The Registrar
  12. 11 Registers
  13. 12 Registration of documents
  14. 12A Rectification on Registrar’s initiative or on request
  15. 13 Use of computer system
  16. 14 Inspection and evidence of registers
  17. 15 Registrar’s powers of inspection
  18. 16 Appeals from Registrar’s decisions
  19. 17 Power to require compliance
  20. 18 Extending time for doing any required act
  21. 19 Lost documents
  22. 20 Power of Registrar to reconstitute file
  23. 20A Temporary measures during COVID-19 period inserted by Act No 1 of 2020
  24. PART III: INCORPORATION
  25. 21 Essential requirements and different types of companies
  26. 22 Right to apply for incorporation
  27. 23 Application for incorporation
  28. 24 Incorporation
  29. 25 Certificate of incorporation
  30. 26 Separate legal personality
  31. PART IV: CAPACITY, POWERS AND VALIDITY OF ACTS
  32. 27 Capacity and powers
  33. 28 Validity of actions
  34. 29 Dealings between company and other persons
  35. 30 No constructive notice
  36. PART V: COMPANY NAMES
  37. 31 Availability of name
  38. 32 Name of company where liability of shareholders limited
  39. 33 Power to dispense with “Limited” or “Limitée”
  40. 34 Application for reservation of name
  41. 35 Name of company
  42. 36 Change of name
  43. 37 Direction to change name
  44. 38 Use of company name
  45. PART VI: COMPANY CONSTITUTION
  46. 39
  47. 40 Effect of Act on company having constitution
  48. 41 Effect of Act on company not having constitution
  49. 42 Form and content of constitution
  50. 43 Effect of constitution
  51. 44 Adoption, alteration and revocation of constitution
  52. 45 New form of constitution
  53. PART VII: SHARES
  54. 46 Legal nature and types of shares
  55. 47 No par value shares
  56. 48 Stated capital and share premium account
  57. 49 Transferability of shares
  58. 50 Denomination of share capital
  59. 51 Issue of shares on incorporation and amalgamation
  60. 52 Issue of other shares
  61. 53 Alteration in number of shares
  62. 54 Fractional shares
  63. 55 Pre-emptive rights to new issues
  64. 56 Consideration for issue of shares
  65. 57 Shares not paid for in cash
  66. 58 Calls on shares
  67. 59 Consent to issue of shares
  68. 60 Time of issue of shares
  69. 61
  70. 62 Reduction of stated capital
  71. 63 Dividends
  72. 64 Shares in lieu of dividends
  73. 65 Shareholder discounts
  74. 66 Recovery of distributions
  75. 67 Reduction of shareholder liability treated as distribution
  76. 68
  77. 69 Purchase of own shares
  78. 70 Disclosure document
  79. 71 Cancellation of shares repurchased
  80. 72
  81. 73 Rights and obligations of shares that company holds in itself suspended
  82. 74 Reissue of shares that company holds in itself
  83. 75 Enforceability of contract to repurchase shares
  84. 76 Meaning of “redeemable”
  85. 77 Application of Act to redemption of shares
  86. 78 Redemption at option of company
  87. 79 Redemption at option of shareholder
  88. 80 Redemption on fixed date
  89. 81 Restrictions on giving financial assistance
  90. 82 Transactions not prohibited by section 81
  91. 83
  92. 84
  93. PART VIII: TITLE, TRANSFERS, SHARE REGISTER AND CERTIFICATES
  94. 85 Privilege or lien on shares
  95. 86 Pledges
  96. 87 Instrument of transfer
  97. 88 Request of transfer or for entry in register
  98. 89 Notice of refusal to enter transfer in register
  99. 90 Certification of transfers
  100. 91 Company to maintain share register
  101. 92 Place where register kept
  102. 93 Share register as evidence of legal title
  103. 94 Secretary’s duty to supervise share register
  104. 95 Power of Court to rectify share register
  105. 96
  106. 97 Share certificates
  107. 98 Loss or destruction of certificates
  108. PART IX: SHAREHOLDERS AND THEIR RIGHTS AND OBLIGATIONS
  109. 99 Meaning of “shareholder”
  110. 100 Liability of shareholders
  111. 101 Liability for calls
  112. 102 Shareholders not required to acquire shares by alteration to
  113. 103 Exercise of powers reserved to shareholders
  114. 104 Exercise of powers by ordinary resolution
  115. 105 Powers exercised by special resolution
  116. 106 Unanimous resolution
  117. 107 Management review by shareholders
  118. 108
  119. 109 Notice requiring purchase of shares
  120. 110 Purchase of shares by company
  121. 111 Purchase of shares by third party
  122. 112
  123. 113
  124. 114 Variation of rights
  125. 115 Annual meeting of shareholders
  126. 116 Special meeting of shareholders
  127. 117 Resolution in lieu of meeting
  128. 118
  129. 119 Proceedings at meetings
  130. 120 Shareholders entitled to receive distributions, attend meetings and
  131. PART X: DEBENTURES AND REGISTRATION OF CHARGES
  132. 121 Debenture holders’ representative
  133. 122 Special powers of Court
  134. 123 Perpetual debentures
  135. 124 Register of debenture holders
  136. 125 Reissue of redeemed debentures
  137. 126 Inscription of mortgages
  138. 127 Filing of particulars of charges
  139. PART XI: DIRECTORS AND THEIR POWERS AND DUTIES
  140. 128 Meaning of “Board” and “director”
  141. 129 Management of company
  142. 130 Major transactions
  143. 131 Delegation of powers
  144. 132 Number of directors
  145. 133 Qualifications of directors
  146. 134 Director's consent required
  147. 135 Appointment of first and subsequent directors
  148. 136
  149. 137
  150. 138 Removal of directors
  151. 139 Director ceasing to hold office
  152. 140 Resignation or death of last remaining director
  153. 141 Validity of director’s acts
  154. 142 Notice of change of directors and secretaries
  155. 143 Duty of directors to act in good faith and in best interests of company
  156. 144 Exercise of powers in relation to employees
  157. 145 Use of information and advice
  158. 146 Approval of company
  159. 147 Meaning of “interested”
  160. 148 Disclosure of interest
  161. 149 Avoidance of transactions
  162. 150 Effect on third parties
  163. 151 Application of sections 149 and 150 in certain cases
  164. 152
  165. 153 Use of company information
  166. 154 Meaning of “relevant interest”
  167. 155
  168. 156 Disclosure of share dealing by directors
  169. 157 Restrictions on share dealing by directors
  170. 158 Proceedings of Board
  171. 159 Remuneration and other benefits
  172. 160 Standard of care and civil liability of officers
  173. 161 Indemnity and insurance
  174. 162 Duty of directors on insolvency
  175. 163 Secretary
  176. 164
  177. 165 Qualifications of Secretary
  178. 166 Duties of Secretary
  179. 167
  180. 167A Registration as company service provider inserted by Act No 9 of 2019
  181. PART XII: ENFORCEMENT
  182. 168 Interpretation of Part XII
  183. 169 Injunctions
  184. 170 Derivative actions
  185. 171
  186. 172 Powers of Court where leave granted
  187. 173 Compromise, settlement or withdrawal of derivative action
  188. 174 Personal actions by shareholders against directors
  189. 175 Personal actions by shareholders against company
  190. 176 Actions by shareholders to require company to act
  191. 177 Representative actions
  192. 178 Prejudiced shareholders
  193. 179 Alteration to constitution
  194. 180 Ratification of certain actions of directors
  195. PART XIII: ADMINISTRATION OF COMPANIES
  196. 181 Method of contracting
  197. 182 Attorneys
  198. 183
  199. 184 Warranties implied in pre-incorporation contracts
  200. 185 Failure to ratify
  201. 186 Duties of promoters
  202. 187 Registered office
  203. 188 Change of registered office
  204. 189 Requirement to change registered office
  205. 190 Company records
  206. 191 Form of records
  207. 192 Inspection of records by directors
  208. PART XIV: ACCOUNTING RECORDS AND AUDIT
  209. 193
  210. 194
  211. 195 Appointment of auditor
  212. 196 Auditor’s fees and expenses
  213. 197 Appointment of partnership as auditor
  214. 198 Qualifications of auditor
  215. 199 Approved auditor
  216. 200 Automatic reappointment of auditor
  217. 201 Appointment of first auditor
  218. 202 Replacement of auditor
  219. 203 Auditor not seeking reappointment or giving notice of resignation
  220. 204 Auditor to avoid conflict of interest
  221. 205 Auditor’s report
  222. 206 Access to information
  223. 207 Auditor’s attendance at shareholders’ meeting
  224. 208 Duties of auditor towards debenture holder’s representative
  225. 209 Small private companies
  226. 210 Obligation to prepare financial statements
  227. 211 Contents and form of financial statements
  228. 212 Presentation of consolidated financial statements
  229. 213
  230. 214 Contents and form of group financial statements
  231. 215 Registration of financial statements
  232. 216 Meaning of “balance sheet date”
  233. 217 Meaning of “financial statements” and “group financial statements”
  234. 218 Obligation to prepare annual report
  235. 219 Sending of annual report to shareholders
  236. 220 Sending of financial statements to shareholders who elect not to receive annual report
  237. 221 Contents of annual report
  238. 222 Failure to send annual report
  239. 223 Annual return
  240. 224 Exemption from accounting and disclosure provisions
  241. 225 Public inspection of company records
  242. 226 Inspection of company records by shareholders
  243. 227 Manner of inspection
  244. 228 Copies of documents
  245. PART XV: INVESTIGATIONS
  246. 229 Qualifications of inspector
  247. 230 Declared companies
  248. 231 Investigation of declared companies
  249. 232 Investigation of other companies
  250. 233 Inspector’s reports
  251. 234 Investigation at company’s request
  252. 235 Investigation of related corporation
  253. 236 Investigation of financial or other control of corporation
  254. 237 Procedure and powers of inspector
  255. 238 Costs of investigations
  256. 239 Report of inspector admissible as evidence
  257. 240 Suspension of proceedings in relation to declared company
  258. 241 Power to require information as to person interested in shares or
  259. 242 Power to impose restrictions on shares or debentures
  260. 243 Inspectors appointed in other countries
  261. PART XVI: AMALGAMATIONS
  262. 244 Amalgamations
  263. 245 Amalgamation proposal
  264. 246 Approval of amalgamation proposal
  265. 247 Short form amalgamation
  266. 248 Registration of amalgamation proposal
  267. 249 Certificate of amalgamation
  268. 250 Effect of certificate of amalgamation
  269. 251 Registers
  270. 252 Powers of Court in other cases
  271. PART XVII: COMPROMISES WITH CREDITORS
  272. 253 Interpretation of Part XVII
  273. 254 Compromise proposal
  274. 255 Notice of proposed compromise
  275. 256 Effect of compromise
  276. 257 Variation of compromise
  277. 258 Powers of Court
  278. 259 Effect of compromise in liquidation of company
  279. 260 Costs of compromise
  280. PART XVIII: APPROVAL OF ARRANGEMENTS, AMALGAMATIONS AND COMPROMISES BY COURT
  281. 261 Interpretation of Part XVIII
  282. 262 Approval of arrangements, amalgamations and compromises
  283. 263
  284. 264 Parts XVI and XVII not affected
  285. 265 Application of section 259
  286. PART XIX: ALTERATION IN NATURE OF COMPANIES
  287. 266 Conversion of company limited by shares to company limited by
  288. 267 Conversion of limited and unlimited companies
  289. 268 Conversion of public companies and private companies
  290. PART XX: COMPANIES LIMITED BY GUARANTEE
  291. 269 Provisions of Act not applicable to company limited by guarantee
  292. 269A Risk-based approach and powers of Registrar inserted by The Anti-money Laundering and Combatting the Financing of Terrorism and Proliferation (Miscellaneous Provisions) Act 2024
  293. 269A Risk-based approach and powers of Registrar inserted by Act No 10 of 2024
  294. PART XXI: PRIVATE COMPANIES
  295. 270 Provisions relating to private company
  296. 271 Private companies need not keep interests register
  297. 272 Unanimous agreement by shareholders
  298. PART XXII: FOREIGN COMPANIES
  299. 273 Application of Part XXII
  300. 274 Meaning of “carrying on business”
  301. 275 Availability of name before carrying on business
  302. 276 Registration of foreign companies
  303. 277 Registered office and authorised agents
  304. 278 Return of alterations
  305. 279 Registrar’s certificate
  306. 280 Validity of transactions not affected
  307. 281 Balance sheet
  308. 282 Notice by foreign company of particulars of its business in Mauritius
  309. 283 Name and country of incorporation
  310. 284 Service of notices
  311. 285 Branch registers
  312. 286 Cessation of business in Mauritius
  313. PART XXIII: LIMITED LIFE COMPANIES
  314. 287 Registration as limited life company
  315. 288 Maximum duration of limited life company
  316. 289 Contents of constitution
  317. 290 Winding up of limited life company
  318. 291 Cancellation of registration
  319. 292 Definition of “transfer”
  320. PART XXIV: DORMANT COMPANIES
  321. 293 Meaning of “dormant company”
  322. 294
  323. 295 Exemption available to dormant companies
  324. PART XXV: TRANSFER OF REGISTRATION
  325. 296 Registration and continuation of company incorporated outside
  326. 297 Companies incorporated outside Mauritius authorised to register
  327. 298
  328. 299 Registration
  329. 300 Effect of registration
  330. 301
  331. 302 Application to transfer incorporation
  332. 303 Approval of shareholders
  333. 304 Company to give public notice
  334. 305 Companies that cannot transfer incorporation
  335. 306 Removal from register
  336. 307 Effect of removal from register
  337. PART XXVI: REMOVAL FROM REGISTER OF COMPANIES
  338. 308 Removal from register
  339. 309 Grounds for removal from register
  340. 310
  341. 311 Notice of intention to remove in other cases
  342. 312 Objection to removal from register
  343. 313 Duties of Registrar where objection received
  344. 314 Powers of Court
  345. 315 Property of company removed from register
  346. 316 Disclaimer of property by State
  347. 317 Liability of directors, shareholders and others to continue
  348. 318 Liquidation of company removed from register
  349. 319
  350. 320
  351. 321 Restoration to register
  352. 322 Vesting of property in company on restoration to register
  353. PART XXVII: SERVICE OF DOCUMENTS
  354. 323 Service of documents on company in legal proceedings
  355. 324 Service of other documents on company
  356. 325 Service of documents on foreign company in legal proceedings
  357. 326 Service of other documents on foreign company
  358. 327 Service of documents on shareholders and creditors
  359. 328 Additional provisions relating to service
  360. PART XXVIII: OFFENCES AND PENALTIES
  361. 329 Penalty where company fails to comply with Act
  362. 330 Penalty on director or authorised agent of foreign company in cases of
  363. 331 Defences
  364. 332 False statements
  365. 333 Fraudulent use or destruction of property
  366. 334 Falsification of records
  367. 335 Carrying on business fraudulently
  368. 336 Improper use of “Limited” or “Limitée”
  369. 337 Persons prohibited from managing companies
  370. 338
  371. 339 Liability for contravening section 337 or 338
  372. 340 Failure to keep accounting records
  373. 341 Other offences
  374. 342 Reports of offences and production and inspection of accounting
  375. 342A Compounding of offences
  376. PART XXIX: PROVISIONS RELATING TO COMPANIES HOLDING GLOBAL BUSINESS LICENCES
  377. 343 Provisions of Act not applicable to company holding Global Business
  378. 344 Provisions of Insolvency Act not applicable to company holding Global
  379. 345 Special provisions applicable to company applying for Global Business
  380. PART XXX: MISCELLANEOUS
  381. 346 Certificate of current standing
  382. 346A Certificate of Transfer of Undertaking
  383. 347 Directors’ certificates
  384. 348 Prohibition of large partnerships
  385. 349 Disposal of unclaimed shares
  386. 350 Power to grant relief
  387. 351 Irregularities in proceedings
  388. 352 Translations of instruments
  389. 353 Costs in actions by limited companies
  390. 354 Arbitration
  391. 355 Fees payable to Registrar
  392. 356 Fees payable to company
  393. 357 Company Law Advisory Committee
  394. 358 Jurisdiction
  395. 359 Jurisdiction in relation to Authorised Company
  396. 360 Regulations
  397. 361 Rules
  398. 363 Transitional provisions
  399. 364 Repeal and savings
  400. SECOND SCHEDULE
  401. 1 Issue of new shares
  402. 2 Transfer of shares
  403. 3 Directors’ right to refuse registration of transfers
  404. 4 Purchase or other acquisition of own shares
  405. 5 Calls on shares and forfeiture of shares
  406. 6 Shareholders meetings
  407. 7 Directors
  408. 8 Remuneration of directors
  409. 9 Proceedings of directors
  410. 10 Managing Director
  411. 11 Dividends
  412. 12 Winding up
  413. 13
  414. THIRD SCHEDULE
  415. 1 For the issue of duplicate certificate or document of title
  416. 2
  417. 3 For inspection or obtaining of copies of any book, record
  418. FOURTH SCHEDULE
  419. 1 Calls on shares
  420. 2 Forfeiture of shares
  421. FIFTH SCHEDULE
  422. 1 Chairperson
  423. 2 Notice of meetings
  424. 3 Methods of holding meetings
  425. 4 Quorum
  426. 5 Voting
  427. 6 Proxies
  428. 7 Postal votes
  429. 8 Minutes
  430. 9 Shareholder proposals
  431. 10
  432. 11 Votes of joint holders
  433. 12 No voting right where calls unpaid
  434. 13 Other proceedings
  435. SIXTH SCHEDULE
  436. 1 Qualification to act as debenture holders’ representative
  437. 2 Agency deed
  438. 3 Powers of debenture holders’ representative
  439. 4 Right of debenture holders’ representative to obtain information
  440. 5 Meetings on request
  441. 6 Duties of debenture holders’ representative
  442. 7 Repayment of loans and deposits
  443. 8 Release of agent from obligations
  444. EIGHTH SCHEDULE
  445. 1 Chairperson
  446. 2 Notice of meeting
  447. 3 Methods of holding meetings
  448. 4 Quorum
  449. 5 Voting
  450. 6 Minutes
  451. 7 Resolution in writing
  452. 8 Other proceedings
  453. TENTH SCHEDULE
  454. 1
  455. 2
  456. 3
  457. 4
  458. 5
  459. 6
  460. 7 The total amount of indebtedness of the company under all charges which
  461. 8 All such particulars with respect to the persons who at the date of the return
  462. 9 The full name and address, other than residential, of any auditor or share
  463. 10
  464. 11 Except in the case of a company to which section 223 (8) of the Act
  465. 12
  466. 13
  467. 14 Except in the case of a company which since the last annual return or, in
  468. 15
  469. 16 A statement in the case of a private company or a small private company
  470. 17
  471. 18
  472. 19
  473. PART II: MATTERS TO BE CONTAINED IN ANNUAL RETURN OF A COMPANY LIMITED BY GUARANTEE
  474. 1
  475. 2
  476. 3 The total amount of indebtedness of the company in respect of all charges to
  477. 4 All such particulars with respect to the persons who at the date of the return
  478. 5
  479. 6 The full name and address (other than residential) of the members of the
  480. TWELFTH SCHEDULE
  481. 1
  482. 2
  483. 3 In the case of a company recorded by the Registrar as being a dormant
  484. 4
  485. 5
  486. 6
  487. FOURTEENTH SCHEDULE
  488. 1
  489. 2 Report to Commission by Registrar
  490. 3 Register of directors
  491. 4 Remuneration of directors
  492. 5 Accounting standards in relation to company holding Global Business Licence
  493. 6 Officers and agents
  494. 7 Solvency test in relation to any investment company holding Global Business
  495. 8 Issue of share certificate by any investment company holding Global Business Licence
  496. 10 Financial statements of parent and subsidiaries drawn up to different
  497. 11 Major transactions
  498. 12 Group financial statements in relation to any wholly owned or virtually
  499. 13
  500. 14 Auditing Standards in relation to any company holding Global Business Licence
  501. 15 Registered office
  502. 16 Audited financial statements of protected cell company
  503. 17 Consolidated financial statements of protected cell company