Who can bind the company

1. A contract in the company’s name

Once Tamarind exists, a contract that would have to be in writing between private persons may be made in writing signed by the company, or by any person acting under its authority, express or implied. The same person may vary or discharge it. A contract that would be valid if made orally between private persons may be made orally by a person acting under the company’s authority.

Meera, as a director, has the board’s authority to sign the equipment lease. The lease names Tamarind as the tenant. The rent is Tamarind’s obligation. Ravi does not become a tenant because he is a shareholder.

The company may also appoint an attorney by an instrument in writing executed in the same way, generally or for a specified matter. An act of that attorney within the instrument binds the company.

Companies Act, section 181.

2. The lease signed before the certificate

Two weeks before the Registrar issued the certificate, Meera signed a short lease “for Tamarind Advisory Ltd, in the course of incorporation”. The company did not yet exist. That document is a pre-incorporation contract: a contract made by a person on behalf of a company before, and in contemplation of, its incorporation. A contract that simply purports to be made by the company itself, before incorporation, is the same kind of contract.

The company may ratify it within the period the contract states. If the contract states no period, ratification is within a reasonable time after incorporation. Ratification is done in the same manner as a contract entered into on behalf of the company under section 181. A ratified contract is as valid and enforceable as if the company had been a party when it was made. The decisions chapter also covers the other ratification, where the board has purported to use a power that belongs to the shareholders.

Ratification inside the three months

The certificate is dated in 2024. The lease gave the company three months after incorporation to adopt it. The board, within those three months, resolves to ratify and Meera signs that ratification for the company. Tamarind is then the tenant from the original date. A ratification after the three months is outside the period the contract itself fixed. The Act does not add a second, longer period on top of a period the contract has already set.

Companies Act, section 183.

3. The office in Ebène

Every company must always have a registered office in Mauritius. Communications and notices may be addressed there, and it is the address for service of legal proceedings. The company displays its name and the words “Registered Office”, permanently, in a conspicuous place, in legible romanised letters, on the outside of that office.

The registered office at a given time is the place described as such in the register of companies. A sign on a different door does not move the register. Tamarind’s registered office is the Ebène address on the register. The room where Meera usually works, if it is not that address, is not the registered office.

A document in legal proceedings may be served by delivery to a person named as a director on the register, by delivery to an employee at the head office or principal place of business, by leaving it at the registered office or address for service, by a method the Court directs, or as agreed with the company.

Leaving the claim at Ebène

A claim is left at the Ebène registered office. Service by that leaving is a method section 323 allows. Leaving the same claim at Ravi’s home is not service on the company under that paragraph, unless the Court has directed it or the company has agreed to it. The display of the name and the words “Registered Office” tells a visitor which door is the registered one. It does not replace the entry on the register.

Companies Act, sections 187 and 323.

What you should now be able to explain

Meera binds Tamarind when she acts under its authority. A lease signed before incorporation binds Tamarind once the company ratifies it in time. The Ebène address on the register is where proceedings may be left, and the door must show the company’s name and the words “Registered Office”.

Next: the statements the board signs after the balance sheet date, and what changes when turnover is no longer under Rs 100 million.