Section 23: Application for incorporation

23. Application for incorporation (1) An application for incorporation of a company under this Act shall be sent or delivered to the Registrar, and shall be— (a) in a form approved by the Registrar; (b) signed by each applicant; (c) accompanied by— (i) a document in a form approved by the Registrar, signed by every person named as a director or Secretary, containing his consent to be a director or Secretary; (ii) a certificate that the person is not disqualified from being appointed or holding office as a director or Secretary of a company; (iii) in the case of a company having a share capital, a document in a form approved by the Registrar, signed by every person named as a shareholder, or by an agent of that person authorised in writing, containing that person’s consent to being a shareholder and to taking the class and number of shares specified in the document and stating the consideration to be provided by that shareholder for the issue of those shares; (iv) in the case of a company limited by guarantee, a document signed by each person named as a member, or by an agent of that person authorised in writing, containing the matters set out in subsection (3); (v) where the document has been signed by an agent, the instrument authorising the agent to sign it; (vi) a notice reserving a name for the proposed company, if any; and (vii) where the proposed company is to have a constitution, a document certified by at least one applicant that the document is the company’s constitution. (2) Without prejudice to subsection (1), the application shall state— (a) the full name and address of each applicant; (b) the present full name, any former name, the usual residential address and the service address of every director and of any Secretary of the proposed company; (c) particulars of any business occupation and directorships of any public company or subsidiary of a public company held by each director; (d) the full name, the usual residential address and the service address of every shareholder of the proposed company, and the number of shares to be issued to every shareholder and the [Issue 5] C35 – 32 Revised Laws of Mauritius amount to be paid or other consideration to be provided by that shareholder for the issue of those same shares; (e) whether the company is a limited company or an unlimited company; (f) in the case of a private company, that the company is a private company; (g) the registered office of the proposed company; (ga) such other information as may be required; (h) in the case of a one person company, the full name, the usual residential address, the service address and occupation of the person nominated by the proposed director to be the Secretary of the company pursuant to section 140 in the event of the death or mental incapacity of the sole shareholder and director; and (i) a declaration made by the applicant that the information provided in the application is true and correct. (3) A document submitted under subsection (1) (c) (iv) shall contain the consent of the person referred to thereunder to be a member and shall state a specified amount up to which the member undertakes to contribute to the assets of the company, in the event of its being wound up while that person is a member, or within one year after ceasing to be a member, for payment of the debts and liabilities of the company contracted before that person ceases to be a member, and of the costs, charges and expenses of the winding up, and for the adjustments of shall contain the consent of the person referred to thereunder to be a member and shall state a specified amount up to which the member undertakes to contribute to the assets of the company, in the event of its being wound up while that person is a member, or within one year after ceasing to be a member, for payment of the debts and liabilities of the company contracted before that person ceases to be a member, and of the costs, charges and expenses of the winding up, and for the adjustments of the rights among themselves of the other members who are similarly required to contribute. (4) Where a person is a director of one or more subsidiaries of the same holding company, and of the holding company it shall be sufficient for the purpose of subsection (2) (c) to state that the person is the holder of one or more directorships in that group of companies and the group may be described by the name of the holding company with addition of the word “Group”. [S. 23 amended by s. 4 (a) of Act 21 of 2006 w.e.f. 1 October 2006; s. 5 (c) of Act 27 of 2012 w.e.f. 22 December 2012.]