Section 140: Resignation or death of last remaining director

140. Resignation or death of last remaining director (1) Where a company has only one director, that director shall not resign office until that director has called a meeting of shareholders to receive notice of the resignation, and to appoint one or more new directors. C35 – 89 [Issue 5] Companies Act (2) A notice of resignation given by the sole director of a company shall not take effect, notwithstanding its terms, until the date of the meeting of shareholders called in accordance with subsection (1). (3) Every company which for a continuous period of 6 months has been a one person company shall, if it has not already made the nomination at the time of incorporation, file with the Registrar a notice nominating a person to be the Secretary of the company in the event of the death of the sole shareholder and director. (4) A notice under subsection (3) shall state the full name, usual residential address, service address and occupation of the person nominated and shall be accompanied by the consent to act in writing signed by that person. (5) The person nominated by a one person company pursuant to subsection (3) shall assume office as Secretary of the company upon the death of the sole shareholder and director with the responsibility of calling as soon as practicable a meeting of the heirs or other personal representative of the deceased for the purpose of appointing a new director or directors. (6) The Secretary shall resign from office at the meeting referred to in subsection (5) and during the interim period until the meeting is called, shall attend to the filing of any returns that may be required from the company. (7) The Secretary shall be entitled to be indemnified by the company in relation to any reasonable costs and expenses of acting together with the payment of such fee as shall be agreed in writing with the company at the time of appointment or at any subsequent time. (8) Where a person who is the only director and shareholder of a private company dies, the heirs, or where he leaves no heir, the Curator of Vacant Estates, subject to the Curatelle Act, may appoint a director. (9) Where the heirs fail to appoint a director within 3 months of the death of the last director, the Registrar may apply to the Court for the appointment of a fit and proper person to act as director, until the appointment of a director by the heirs. (10) Where a person who is the only director and shareholder of a private company is unable to manage the affairs of the company by reason of his mental incapacity, the guardian appointed under the Code Civil Mauricien may act as director or appoint a person as director. [S. 140 amended by s. 5 (i) of Act 27 of 2012 w.e.f. 22 December 2012.]