Mauritius Companies.

Understand what a company is, how it is formed in Mauritius, and the roles of its shareholders and directors.

• What is a company?
• Who owns and runs the company?
• Which type of company is it?
• How is a company incorporated?
• What happens after incorporation?

Follow Tamarind after incorporation: the constitution, stated capital and dividends, shareholder decisions, the registers and annual return, and the secretary.

• What the constitution does
• Shares, stated capital and a dividend
• How shareholders decide
• Registers, the annual return and beneficial ownership
• The secretary
• Five situations

Follow Meera and Ravi as Tamarind’s directors: what the board must do, what follows a breach, and what protection the Act allows.

• Who manages the company
• What a director must do
• How a board decision is taken
• When a director fails
• What can protect a director

Count Meera’s 60 votes on a show of hands, on a poll and on a written resolution, run the shareholders’ meeting and the board meeting, and ratify an act taken by the wrong organ.

• Who decides
• Sixty votes, counted three ways
• The shareholders’ meeting
• The board’s meeting
• Ratification and a large purchase

Follow Tamarind’s shares from the default rights through classes, payment and transfer, then equal ranking, a right to join a sale, and a duty to be sold.

• What each share carries
• Classes, par value and redeemable shares
• What the constitution can change
• Paid and unpaid shares
• How a transfer works
• Equal ranking
• A right to sell on the same terms
• A duty to sell when the majority sells
• Five situations

Decide which rule binds the company and every shareholder, which binds only the people who signed, and which a unanimous agreement can authorise.

• Three writings, and who each one binds
• How to read a conflict
• When the promise stays in a contract
• When every shareholder agrees

Follow an issue of shares to Asha, the offer Meera and Ravi must receive first, and the loan Asha asks the company to make.

• The board may issue the shares
• The offer to existing holders
• Buying the shares back
• Lending the purchase price

Borrow in the company’s name and file the charge with the Registrar within 28 days.

• The company’s debt
• Filing the charge

Sign for the company, ratify a lease made before incorporation, and keep the registered office.

• A contract in the company’s name
• A contract made before incorporation
• The registered office

Sign the financial statements within six months, and see what changes when the company is no longer small.

• Signing the statements
• Small companies and the standards
• Filing and the auditor

Follow a 40 per cent holding through the meeting, the purchase right, the records, and the court application that matches the wrong.

• Forty shares, and what they can already do
• When the company must buy his shares
• Which court application matches the wrong

Call the board when debts cannot be paid as they fall due, and follow removal from the register.

• The board meeting
• The shareholders’ resolution
• Removal from the register

Continue two companies as one of them, as a new company, or on the short form inside a wholly-owned group.

• The four forms
• The long-form proposal
• The short form
• The certificate and a compromise

Apply the 50-shareholder limit, a unanimous agreement, a guarantee company, a limited life and a dormant company.

• Fifty shareholders
• A unanimous agreement
• Guarantee, limited life and dormant

Register a foreign company that carries on business here, or continue a company into Mauritius.

• Carrying on business here
• Continuing into Mauritius

Read which Companies Act rules a Global Business Licence or an Authorised Company switches off or on.

• The permission and the list
• What the lists change

Keep the company file apart from the land register: who each registrar is, what each receives and issues, and how to search.

• Two offices
• What the Registrar of Companies receives
• What he issues
• How to search the company
• How to search the land
• A filing both directors know to be wrong