Section 24: Transfer of shares or debentures

24. Transfer of shares or debentures (1) In this section— “company” includes any financial, commercial, industrial or civil society, company, partnership or association but does not include a company the securities of which are quoted on the Official List of the Stock Exchange or admitted to a second market operated by the Stock Exchange. (2) Notwithstanding any other enactment, a transfer of shares or debentures in a company, except where the transfer is effected on the Development & Enterprise Market of the Stock Exchange shall be by deed in which R15 – 11 [Issue 7] Registration Duty Act the consideration shall be truly stated, and such deed, where the transfer is for valuable consideration, shall be in the appropriate form of the Third Schedule. (2A) (a) In subsection (2)— “transfer of shares”, in relation to a company, includes any issue of new shares to any person or conversion of debentures into shares by a company which results in a change of control of that company. (b) In this subsection— “control”— (i) has the meaning assigned to it in section 5 of the Companies Act; and (ii) includes control by a shareholder who is an individual or a société. (3) Notwithstanding any other enactment, where a share or debenture is sold at an auction sale carried out by a broker in accordance with rules made by the Chamber of Brokers— (a) the President (Syndic) of the Chamber shall— (i) issue to the broker who acted on behalf of the purchaser of the share or debenture a certificate in the form set out in the Fourth Schedule; and (ii) not later than 4 days after the day of the sale, give notice of the sale to the Receiver in the form set out in the Fifth Schedule; and (b) the broker who acted on behalf of the purchaser of the share or debenture shall cause the deed of transfer to be registered. (4) No deed of transfer shall be registered under subsection (3) (b) unless it is supported by a certificate under subsection (3) (a) (i). (5) (a) The deed of transfer for valuable consideration shall when executed be registered with the Receiver— (i) within the period specified in the second column of the Sixth Schedule; (ii) on payment of the duty in accordance with item 8 of paragraph J of Part I, item 6 of Part III, or Part V of the First Schedule, as the case may be. (b) Where the Receiver is satisfied that the transfer of any shares or debentures has been made to a bank under article 2202-2 of the Code Civil Mauricien, the registration of the transfer may be effected at any time. (c) The Receiver shall make an entry of each transfer with full details of the transfer in a special book called the Register of Transfers or in the RDDS. (d) No entry witnessing a transfer of shares or debentures of a company shall be made in the company’s register of members or of debenture holders except on production of a deed duly registered. (e) Such deed shall be filed in a special register to be kept by the company. [Issue 7] R15 – 12 Revised Laws of Mauritius (6) (a) The Receiver may, before registering a transfer of shares or debentures under subsection (5), call for a written declaration regarding the relationship which may exist between the parties to the transfer. (b) Where the Receiver is dissatisfied with the value mentioned in any document witnessing the transfer of any shares or debentures, he shall assess the value of the share in accordance with section 17. (7) Any person who— (a) knowingly makes a false statement in a notice or a deed of transfer or a cer iver may, before registering a transfer of shares or debentures under subsection (5), call for a written declaration regarding the relationship which may exist between the parties to the transfer. (b) Where the Receiver is dissatisfied with the value mentioned in any document witnessing the transfer of any shares or debentures, he shall assess the value of the share in accordance with section 17. (7) Any person who— (a) knowingly makes a false statement in a notice or a deed of transfer or a certificate issued under subsection (3); or (b) makes any false declaration as regards a transfer of shares or debentures, shall commit an offence and shall, on conviction, be liable to a fine not exceeding 200,000 rupees and to imprisonment for a term not exceeding 3 years. (8) Where a transfer has been registered after the period specified in the second column of the Sixth Schedule, the person applying for the registration of the deed of transfer shall be liable to the penalty provided for in the third column of that Schedule. (9) For the purpose of subsection (5) (a) (ii), the duty leviable under item 8 (b) of paragraph J of Part I of the First Schedule shall be— (a) on the value of the shares transferred; or (b) at the option of the transferor and transferee jointly, in such proportion as the number of shares transferred bears to the total number of shares issued by the company without taking into account the number of shares, if any, issued to the transferee during the period of 3 years immediately preceding the date of transfer, on the open market value of the immovable property comprised in the assets of the company or on the value of the shares transferred, whichever is the lower. (10) For the purpose of subsection (9) (a)— (a) where the value of the shares transferred exceeds 200,000 rupees, the transferor shall submit a certificate from a professional accountant as to the value of the shares transferred; (b) the parties shall not be required to comply with section 36 (h) (ii) (C) (I) and (III). [S. 24 amended by s. 3 of Act 22 of 1989 w.e.f. 1 July 1989; s. 10 of Act 23 of 1992 w.e.f. 1 July 1992; s. 23 (b) of Act 25 of 2000 w.e.f. 11 August 2000; s. 15 (c) of Act 23 of 2001 w.e.f. 11 August 2001; s. 8 (9) (a) of Act 17 of 2003 w.e.f. 21 July 2003; s. 15 (c) of Act 28 of 2004 w.e.f. 26 August 2004; s. 27 (13) (d) of Act 33 of 2004 w.e.f. 1 July 2006; s. 25 (e) of Act 15 of 2006 w.e.f. 7 August 2006; s. 30 (b) of Act 18 of 2008 w.e.f. 19 July 2008; s. 37 (a) of Act 14 of 2009 w.e.f. 30 July 2009; s. 23 (h) of Act 26 of 2012 w.e.f. 22 December 2012; s. 44 (c) of Act 9 of 2015 w.e.f. 2 July 2015.]