Mauritius Companies Act 2001 – Company Law

Company Name

Where the liability of the shareholders of a company is limited, the registered name of the company shall end with the word “Limited” or the word “Limitée” or the abbreviation “Ltd” or “Ltée”.

No company including a foreign company shall be registered under a name which is identical with that of an existing company

Except with the Minister’s written consent, no company including a foreign company shall be registered under a name which includes – the word “Authority”, “Corporation”, “Government”, “Mauritius”, “National”, “President”, “Presidential”, “Regional”, “Republic”, “State”, or any other word which in the Registrar’s opinion suggests, that it enjoys the patronage of the Government;

Registered Office

Every company shall always have a registered office in Mauritius to which all communications and notices may be addressed and which shall constitute the address for service of legal proceedings on the company;

Constitution

For the purposes of this Act, the constitution of a company shall-

• Be a document certified by the applicant for registration of the company as the company’s constitution;
• In the case of a private company incorporated under Part III, be, subject to section 40, the constitution set out in the Second Schedule;
• In the case of an existing company, be the memorandum and articles of association as originally registered or as altered in accordance with the Companies Act 1984 or the Companies Act 1913 provided that any statement of objects in the memorandum shall, from the commencement of this Act, have the effect stated in section 28;
• Be a document that is adopted by the company as its constitution under section 44;
• Be a document referred to in section 45; or
• Be a document referred to in any of the preceding paragraphs as altered by the company under section 44 or varied by the Court under section 178.

Directors

A company shall appoint a natural person as director and no person shall be appointed, or hold office, as a director of a company if he is a person who-

• Is under 18 years of age;
• Is an undischarged bankrupt;
• Would, but for the repeal of section 117 of the Companies Act 1984, be prohibited from being a director or promoter of, or being concerned or taking part in the management of, a company within the meaning of that Act;
• By virtue of the constitution of a company, does not comply with any qualifications for directors;

Shareholders

A shareholder shall not be liable for an obligation of the company by reason only of being a shareholder, the liability of a shareholder to the company shall be limited to –

• Any amount unpaid on a share held by the shareholder
• Any liability to repay a distribution received by the shareholder to the extent that the distribution is recoverable under section 66

Share Capital

A company shall maintain a stated capital account for each class of shares it issues in which it shall enter the stated capital in relation to that class of shares.

Company Restoration

The Court may, on the application of a shareholder, director or creditor, order that a company that has been removed from the register of companies be restored to the register on payment of the prescribed fee where the Court is satisfied that at the time the company was removed from the register:

• The company was still carrying on business or other reason existed for the company to continue in existence;
• The company was a party to legal proceedings;
• The company was in receivership, or liquidation, or both;
• The applicant was a creditor, or a shareholder, or a person who had an undischarged claim against the company;
• The applicant believed that a right of action existed, or intended to pursue a right of action, on behalf of the company under Part XII ;