Section 47: No par value shares

47. No par value shares (1) Any shares created or issued after 1 December 2001 shall be shares of no par value. (2) Subject to subsection (3), the par value shares of an existing company on the register of companies under the Companies Act 1984 or the International Companies Act 1994 at the date of 1 December 2001 shall continue to be shares having a par value attached to those shares, being the par value carried by those shares immediately before 1 December 2001. (3) An existing company under subsection (2) may, at any time, convert any class of shares of the company into shares of no par value provided that— (a) all the shares of any one class of shares of the company consist of either par value shares or no par value shares; and (b) where all the shares of the company— (i) are of the one class, the conversion of the shares is approved by special resolution or by consent in writing of 75 per cent of the shareholders; or (ii) comprise more than one class, the conversion of the shares is approved by the holders of each class to be converted by special resolution or by consent in writing of 75 per cent of the holders of that class; and (c) notice of the terms of the conversion is given to the Registrar for registration within 14 days of the approval of the conversion under paragraph (b). (4) Notwithstanding subsection (1), an existing company under subsection (2) may, after 1 December 2001, issue shares or a class or classes of shares having a par value. (5) Upon registration of the notice under subsection (3) (c), the shares in question shall, subject to subsection (6), be deemed to have been converted into shares of no par value. (6) The shares converted under subsection (3) shall not affect the rights and liabilities attached to such shares and, in particular, without prejudice to the generality of this section, the conversion shall not affect— (a) any unpaid liability on such shares; or C35 – 43 [Issue 10] Companies Act (b) the rights of the holders thereof in respect of dividends, voting or repayment on winding up or a reduction of capital. (7) Notwithstanding subsection (1), the Registrar may, where he is satisfied that— (a) a company registered or proposed to be registered under this Act is a wholly-owned subsidiary of a company registered outside Mauritius and that for the purposes of the company’s reporting obligations outside Mauritius it is necessary for the company to be formed with shares carrying a par value; or (b) there are good grounds for the shares to be issued at par value, the Registrar may, subject to subsection (8), grant a dispensation from subsection (1) and permit the issue of a class or classes of par value shares. (8) A dispensation under subsection (7) shall be granted on such terms and conditions as the Registrar may consider fit provided that all the shares of any class shall be at par value and any premiums received on any issue of shares shall be transferred into the share premium account in accordance with section 48 (5).