Section 269: Provisions of Act not applicable to company limited by guarantee

269. Provisions of Act not applicable to company limited by guarantee (1) Subject to subsection (2), Part VII, sections 91 (3) (b) and (c), 92 (1) and (3), 95, 108 to 113, 154 to 157, Part XVI and section 223 (5) shall not apply to a company limited by guarantee without a share capital. (2) The provisions of this Act other than those referred to in subsection (1) shall apply to a company limited by guarantee without a share capital with all necessary modifications, as if— (a) the company were a company limited by shares; (b) references to shareholders were references to members; (c) references to the share register were references to the register of members. (3) The annual return of a company limited by guarantee shall contain such matters as may be prescribed. (4) A company limited by guarantee may, by delivering to the Registrar an application containing the matters required by section 23 (1) (c) (iii), (v) and (vii) and (2) (d) and (i), be registered as a company limited by both shares and guarantee and, where the Registrar is satisfied that the application complies with the Act, the Registrar shall, upon payment of the [Issue 7] C35 – 160 Revised Laws of Mauritius prescribed fee, issue a certificate of incorporation of the company as a company limited by both shares and guarantee and shall cancel the previous certificate of incorporation. (5) (a) A company limited by shares and guarantee may apply to the Registrar to be converted into a company limited by shares. (b) An application under paragraph (a) shall be accompanied by— (i) a copy of a special resolution to that effect passed by the shareholders of the company; (ii) a declaration by a director or the Secretary of the company to the effect that the members of the company have no objection to the conversion; (iii) a document signed by a director of the company setting out the terms of the conversion; (iv) a certificate signed by the directors of the company stating that, upon conversion, the company is able to satisfy the solvency test; and (v) the documents, particulars and declaration referred to in section 23 (1) (c) (vii) and (2) (d) and (i). (c) Where the Registrar is satisfied that the application complies with the Act, he shall, on payment of the prescribed fee, issue a certificate of incorporation of the company as a company limited by shares and shall cancel the previous certificate of incorporation. [S. 269 amended by s. 4 (p) of Act 20 of 2002 w.e.f. 1 December 2001; s. 3 (c) of Act 28 of 2004 w.e.f. 26 August 2004.] PART XXI – PRIVATE COMPANIES