Guide to the




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Republic of Mauritius



A Guide to the

Companies Act 2001




Companies Division

November 2001

Table of Contents
Name of company 4

Types and categories of companies 8

Objects of the company 11

Incorporation of a company 12

Constitution of a company 15

Directors 19

Secretary 25

Shareholders 28

Shares 30

Meetings 34

Filing of documents 35

Statutory registers and records 38

Financial statements 41

Transitional provision for filing/auditing of accounts for existing companies 44

Foreign companies 45

Fees 48


Offences under the Act 49

APPENDICES

Appendix I : Model constitution for a private company 50

Appendix II : Fees payable to Registrar 57

Appendix III : Sections of the Companies Act 2001 not applicable to


Category 1 Global Business Licence 58

Appendix IV : Sections of the Companies Act 2001 not applicable to


Category 2 Global Business Licence 59

Appendix V : Sections of the Companies Act 1984 not applicable to


Category 1 and 2 Global Business Licence 61

Appendix VI : Time limit for filing of documents etc 62

Appendix VII : Prescribed forms 67


Foreword
The purpose of this guide is to assist the public to better understand the procedures for incorporation and other filing requirements for companies as set out in the Companies Act 2001. Efforts have been made to simplify key areas of the law so that they can attain a wide section of the community.
However, the matters stated in the guide should not be understood to override any provision of the Companies Act 2001 or regulations made under it. If further assistance is required, professional advisers should be contacted.
Further information may be obtained from the office of the Registrar of Companies.

Registrar of Companies

Mauritius

COMPANIES ACT 2001




NAME OF COMPANY

A name is an essential requirement for a company. The Registrar of Companies is responsible for the approval and reservation of names.


Any company, whether local or foreign, cannot be registered under a name unless it has been approved by the Registrar. For a local company before incorporation or on a change of name, approval must be obtained from the Registrar by applying for the reservation of its proposed name – (section 34).

HOW TO RESERVE A NAME

To reserve a name for a company, an “Application for Reservation of a Company Name” (Form 11) must be completed and lodged with the Registrar. The prescribed fee is Rs. 100.



PROCESSING AN APPLICATION

A name that is requested, is checked against the Register of names to ensure that it does not contravene any of the restrictions on certain names – (section 35)


If a name is acceptable, a notice of reservation will be issued by the Registrar to the applicant.
A name will be reserved for a period of up to two months after the approval date. The Registrar will advise an applicant if a name cannot be reserved – (section 34)

CHANGING THE NAME OF THE COMPANY

A company may choose to change its name, or it may be directed by the Registrar to change its name if it is believed on reasonable grounds that its name should not have been registered.


If a company changes its name voluntarily, then the reservation procedure is the same as described under “HOW TO RESERVE A NAME”
If the Registrar directs a company to change its name, the Registrar will issue a written notice to do so within a specified period of not less than 28 days after the date on which the notice is served.
A company that receives a direction to change its name can reserve a new name by following the reservation procedure above. If it does not do so, the Registrar may register the company under a new name chosen by the Registrar, being a name, under which the company may be registered.

Where the Registrar registers a new name, the new name will be reserved and a new certificate of incorporation will be issued to the company – section 37.



NAMES THAT CANNOT BE RESERVED

Under section 34 of the Act, any name can be reserved unless it comes within any one of the following categories:




  • a name which, or the use of which, would contravene an enactment;

  • a name which, by virtue of section 35, cannot be registered;

  • a name that is identical or almost identical to a name that the Registrar has already reserved under this Act or the Companies Act 1984 and that is still available for incorporation;

  • a name that, in the opinion of the Registrar is offensive.



USE OF COMPANY NAME

A company must ensure that its full name is clearly stated:



The requirement to state the name of a company is to signal to persons dealing with the company that they are dealing with a company whose shareholders enjoy limited liability.


A person who issues or signs a document by or on behalf of a company, and the name of the company is incorrectly stated may be liable to the same extent as the company unless:


  • the person who issued or signed the document proves that the person in whose favour the obligation was incurred was aware at the time the document was issued or signed that the obligation was incurred by the company; or

  • the court before which the document is produced is satisfied that it would not be just and equitable for the person who issued or signed the document to be so liable.



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