Section 163: Secretary

163. Secretary (1) Every company, other than a small private company or an Authorised Company, shall have one or more secretaries each of whom shall, subject to section 164 be a natural person of full age and capacity who shall ordinarily be resident in Mauritius. (2) No person shall be appointed as a Secretary of a company unless that person has, in an approved form— (a) consented to be a Secretary; and (b) certified that the person has the qualifications specified under section 165. (3) A person named as a Secretary of a company in an application for incorporation or in an amalgamation proposal shall hold office as a Secretary from the date of the incorporation of the company or the date the amalgamation proposal is effective, until that person ceases to hold office in accordance with this Act or the constitution of the company. (4) Subject to the constitution of a company, the Board may appoint or remove a Secretary of the company. (5) The office of the Secretary shall not, at any time, be left vacant for more than 3 months. C35 – 107 [Issue 10] Companies Act (6) Where the directors fail to appoint a Secretary within the period of 3 months referred to in subsection (5), the Registrar or Court may, on application by a shareholder or director, order the company or its directors to appoint a Secretary. (7) Where a company, other than a small private company or an Authorised Company, or its directors knowingly fail to appoint a Secretary within 2 months of being ordered to do so by the Registrar or Court in terms of subsection (6), the company and every director of the company shall commit an offence and shall, on conviction, be liable to a fine not exceeding 100,000 rupees. (8) The directors may, during any period that the office of Secretary is vacant, authorise any officer of the company to carry out all or any of the Secretary’s duties. [S. 163 amended by s. 4 (g) of Act 20 of 2002 w.e.f. 10 August 2002; s. 13 (i) of Act 11 of 2018 w.e.f. 1 October 2018.]