Section 266: Conversion of company limited by shares to company limited by

266. Conversion of company limited by shares to company limited by guarantee (1) A company limited by shares may be converted to a company limited by guarantee without a share capital where— (a) there is no unpaid liability on any of its shares; (b) all its members agree in writing to the conversion and to the voluntary surrender to the company for cancellation of all the shares held by them immediately before the conversion; [Issue 1] C35 – 158 Revised Laws of Mauritius (c) a new constitution appropriate to a company limited by guarantee is filed; and (d) the total liability of the members to contribute to the assets of the company, in the event of its being wound up, is not less than 10,000 rupees. (2) Where— (a) a copy of the new constitution and of the special resolution adopting them; and (b) a declaration by a director and the Secretary of the company stating that the requirements of subsection (1) have been complied with, are filed, the Registrar shall, subject to the other provisions of this Act, issue a certificate of the conversion. (3) The conversion of a company under this section shall— (a) take effect on the issue of the certificate; (b) operate so that all shares are deemed to have been validly surrendered and cancelled notwithstanding anything in Part VII; (c) have effect so that every member who has not agreed to contribute to the assets of the company in the event of its being wound up shall cease to be a member; and (d) not affect any right or obligation of the company except as otherwise provided in this section or render defective any proceedings by or against the company.