Section 285: Branch registers

285. Branch registers (1) Subject to the other provisions of this section, a foreign company which has a share capital and has a shareholder resident in Mauritius shall keep at its registered office in Mauritius or at some other place in Mauritius a branch register for the purpose of registering shares of shareholders resident in Mauritius who apply to have the shares registered therein. [Issue 1] C35 – 170 Revised Laws of Mauritius (2) The company shall not be obliged to keep a branch register until after the expiry of 2 months from the receipt by it of a written application by a shareholder resident in Mauritius for registration of his shares. (3) This section shall not apply to a foreign company which by its constitution prohibits an invitation to the public to subscribe for shares in the company. (4) (a) Every branch register shall be kept in the manner provided by section 91 and any transfer shall be effected in the same manner. (b) Every transfer registered at its registered office in Mauritius shall be binding on the company and the Court shall have the same powers in relation to rectification of the register as it has under section 95. (5) Where a foreign company opens a branch register, it shall, within 14 days of the date the branch register is opened, file with the Registrar a notice to that effect specifying the address where the register is kept. (6) Where any change is made in the place where the register is kept or where the register is discontinued, the company shall, within 14 days of the date of the change, file with the Registrar a notice to that effect. (7) Where a company or corporation is entitled under a law of the place of incorporation of a foreign company corresponding with section 183 of the Companies Act 1984 to give notice to a dissenting shareholder in that foreign company that it desires to acquire any of his shares registered on a branch register kept in Mauritius, this section shall cease to apply to that foreign company until— (a) the shares have been acquired; or (b) the company or corporation has ceased to be entitled to acquire the shares. (8) On application made in that behalf by a member resident in Mauritius, the foreign company shall register in its branch register the shares held by a member which are registered in any other register kept by the company. (9) On application made in that behalf by a member holding shares registered in a branch register, the foreign company shall remove the shares from the branch register and register them in such other register within Mauritius as is specified in the application. (10) Sections 225 to 228 shall, with such adaptations and modifications as may be necessary, apply respectively to the inspection and the closing of the register. (11) Sections 91 to 95 shall, with such adaptations and modifications as may be necessary, apply with respect to the transfer of shares on, and the rectification of, the branch register. (12) A branch register shall be prima facie evidence of any matters under this Part directed or authorised to be inserted therein. C35 – 171 [Issue 1] Companies Act (13) A certificate under the seal of a foreign company or signed by a director of the company specifying any shares held by any shareholder of that company and registered in the branch register shall be prima facie evidence of the title of the shareholder to the shares and the registration of the shares in the branch register.