Section 289: Contents of constitution

289. Contents of constitution (1) The constitution of a limited life company may— (a) prohibit the transfer of any share or other interest of a shareholder of the company absolutely or may provide that the transfer of any share or other interest of a shareholder requires either the unanimous resolution of all the members, or a resolution passed by such proportion of the shareholders as the constitution may specify; (b) distinguish for the purpose of paragraph (a) between various interests in the company, such as an interest in the profits of the company, an interest in the capital of the company, or an interest in management of the company; (c) provide that a person shall cease to be a shareholder of the company upon the happening of any one or more of the events specified in the constitution, and may further provide that the rights of such former shareholders shall be limited to an entitlement to receive such value for their shares in the company as may be determined by the constitution; (d) provide that the affairs of the company may be managed by its shareholders in their capacity as such, or by some person designated as manager with such rights, powers and duties as may be specified in the constitution; (e) designate a person to be the administrator of the company in the event of the company being in dissolution by operation of section 290; (f) provide that where the company dissolves by virtue of section 290 (1) (c)— (i) the administrator designated in the constitution shall discharge any liabilities existing immediately before dissolution and distribute any surplus assets remaining after dissolution among the former shareholders according to their respective rights; (ii) any one or more of the shareholders of the dissolved company may retain the assets of the company and continue its business as a new enterprise not incompatible with the provisions of this Act and any shareholders who do not wish to continue in the new enterprise shall be entitled to receive such value for their share in the dissolved company as may be determined by the constitution; [Issue 9] C35 – 174 Revised Laws of Mauritius (g) provide that a shareholder shall be liable generally to the creditors of the company, or that a shareholder shall be liable upon dissolution of the company, after application of all the assets of the company, to the creditors of the company and to other shareholders for their unreturned capital. [S. 289 amended by s. 9 (f) of Act 18 of 2016 w.e.f. 7 September 2016.]