Remerciez-le!

Remerciez @Admin pour avoir partagé cet document gratuitement, de la manière la plus simple, en partageant sur les réseaux sociaux.

Republic of Mauritius A Guide to the Companies Act 2001 Companies Division Nove

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 2 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 3 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. 4 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. 5 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:  in every written communication sent by, or on behalf of, the company; and  on every document issued or signed by, or on behalf of, the company and which evidences or creates a legal obligation of the company. 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. 6 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. USE OF THE WORD “LTD” ETC. Finally, it should also be noted that any person or group that is not incorporated with limited liability that carries on business under a name or title that includes the word “limited” or the word “limitée” or the abbreviation “ltd” or “ltée” as the last word in the name commits an offence. 7 TYPES AND CATEGORIES OF COMPANIES Types of companies:  Company limited by shares;  Company limited by guarantee;  Company limited by shares and guarantee;  An unlimited company  A foreign company  Limited Life Company Any of the above mentioned type of companies may be licensed as Category 1 or 2 Global business companies. Every company is either a public company or a private company. If it is not stated, then it is a public company. SMALL PRIVATE COMPANIES Within the category of companies, a new classification of companies has been introduced in the law i.e. that of small private companies. A company is a “small private company” where  it is a private company with a turnover of less than 10 million rupees or such other amount as may be prescribed in respect of its last preceding accounting period; 8  it is not a company holding a Category 1 Global Business Licence; Advantages of a small private company It is not required to  appoint a secretary;  appoint an auditor; This type of company has the option to file either:  a financial summary or;  financial statements PRIVATE COMPANIES  Private companies generally need not issue share certificates.  They may have directors over the age of 70 years. This is prohibited for a public company unless approved by an ordinary resolution.  “No change” return may be filed. (section 223(5)) ONE-PERSON COMPANY The Act provides that one person may form a company. However, at incorporation or within 6 months, the sole shareholder/director must 9 nominate a person to be the secretary in the event of his death or incapacity. The role of the secretary is limited to calling a meeting of the heirs for the purposes of appointing a new director. DORMANT COMPANIES A dormant company is one where no significant accounting transaction has occurred during any period (section 293). This excludes the issue of shares, payment of bank charges, licences fees and other compliance costs. A special resolution is required and the company must notify the Registrar within 14 days that the company is dormant. From that time, the office will record that the company is dormant. All types of companies may be dormant. Advantages of a dormant company  A dormant company is exempted from the requirements of having its accounts audited.  Only a flat fee is payable as specified in the Twelfth Schedule. 10 OBJECTS OF THE COMPANY - section 27 There is no obligation for a company to state its objects. The constitution may provide otherwise. In case the objects are specified, the company is limited to carrying on those objects. 11 INCORPORATION OF A COMPANY REQUIREMENTS FOR THE INCORPORATION OF A COMPANY A proposed company must have the following:  A name  One or more shares;  One or more shareholders; and  One or more directors. Any person, either alone or together with another person, may apply for the incorporation of a company. CONSTITUTION A company is no longer required to have a memorandum and articles of uploads/Management/ companies-act-2001-a-guide-to-the.pdf