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THE COMPANIES ACT 2001- as amended 20 03 12 cc

The text below has been prepared to reflect the text passed by the national Assembly and is for information purpose only. The authoritative version is the one published in the Government Gazette of Mauritius. THE COMPANIES ACT 2001. Act 15/2001. Proclaimed by [Proclamation No. 21 of 2001] 1st December 2001. (Consolidated version with amendments as at 01 January 2012). ARRANGEMENT OF SECTIONS. Section PART I - PRELIMINARY. 1. Short title 2. Interpretation 3. Meaning of holding company and subsidiary . 4. Meaning of subsidiary' matter to be disregarded 5.

1 The text below has been prepared to reflect the text passed by the National Assembly and is for information purpose only. The authoritative version is the one

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Transcription of THE COMPANIES ACT 2001- as amended 20 03 12 cc

1 The text below has been prepared to reflect the text passed by the national Assembly and is for information purpose only. The authoritative version is the one published in the Government Gazette of Mauritius. THE COMPANIES ACT 2001. Act 15/2001. Proclaimed by [Proclamation No. 21 of 2001] 1st December 2001. (Consolidated version with amendments as at 01 January 2012). ARRANGEMENT OF SECTIONS. Section PART I - PRELIMINARY. 1. Short title 2. Interpretation 3. Meaning of holding company and subsidiary . 4. Meaning of subsidiary' matter to be disregarded 5.

2 Meaning of "control". 6. Meaning of "solvency test". 7. Stated capital 8. Public notice 9. Act binds the State PART II - REGISTRAR. 10. The Registrar 11. Registers 12. Registration of documents 13. Use of computer system 14. Inspection and evidence of registers 15. Registrar's powers of inspection 16. Appeals from Registrar's decisions 17. Power to require compliance 18. Extending time for doing any acquired act 19. Lost documents 20. Power of Registrar to reconstitute file PART III INCORPORATION. Sub-Part A - Essential requirements 21.

3 Essential requirements and different types of COMPANIES 1. Sub-part B - Method of incorporation 22. Right to apply for incorporation 23. Application for incorporation 24. Incorporation 25. Certificate of incorporation 26. Separate legal personality PART IV - CAPACITY, POWERS AND VALIDITY OF ACTS. 27. Capacity and powers 28. Validity of actions 29. Dealings between company and other persons 30. No constructive notice PART V - COMPANY NAMES. 31. Name to be reserved 32. Name of company where liability of shareholders limited 33. Power to dispense with Limited or Limited.

4 34. Application for reservation of name 35. Name of company 36. Change of name 37. Direction to change name 38. Use of company name PART VI - COMPANY CONSTITUTION. 39. No requirement for company to have constitution 40. Effect of Act on company having constitution 41. Effect of Act on company not having constitution 42. Form and content of constitution 43. Effect of constitution 44. Adoption, alteration and revocation of constitution 45. New form of constitution PART VII - SHARES. Sub-Part A - Legal nature and types of shares 46. Legal nature and types of shares 47.

5 No par value shares 48. Stated capital and share premium account 49. Transferability of shares 50. Denomination of share capital 51. Issue of shares on incorporation and amalgamation 52. Issue of other shares 53. Alteration in number of shares 54. Fractional shares 55. Pre-emptive rights to new issues 56. Consideration for issue of shares 2. 57. Shares not paid for in cash 58. Calls on shares 59. Consent to issue of shares 60. Time of issue of shares 61. Board may authorise distributions 62. Reduction of stated capital Sub-Part B - Dividends and distributions 63.

6 Dividends 64. Shares in lieu of dividends 65. Shareholder discounts 66. Recovery of distributions 67. Reduction of shareholder liability treated as distribution Sub-Part C - Acquisition and redemption of company's own shares 68. Company may acquire or redeem its own shares 69. Purchase of own shares 70. Disclosure document 71. Cancellation of shares repurchased Sub-Part D - Treasury shares 72. Company may hold its own shares 73. Rights and obligations of shares that company holds in itself suspended 74. Reissue of shares that company holds in itself 75.

7 Enforceability of contract to repurchase shares Sub-Part E - Redemption of shares 76. Meaning of "redeemable". 77. Application of Act to redemption of shares 78. Redemption at option of company 79. Redemption at option of shareholder 80. Redemption on fixed date Sub-Part F - Financial assistance in connection with purchase of shares 81. Restrictions on giving financial assistance 82. Transactions not prohibited by section 81. Sub-Part G - Cross-holdings 83. Subsidiary may not hold shares in holding company Sub-Part H - Statement of shareholders' rights 84.

8 Statement of rights to be given to shareholders PART VIII - TITLE TRANSFERS, SHARE REGISTER AND CERTIFICATES. 3. 85. Privilege or lien on shares 86. Pledges 87. Instrument of transfer 88. Request of transfer or for entry in register 89. Notice of refusal to enter transfer in register 90. Certification of transfer 91. Company to maintain share register 92. Place where register kept 93. Share register as evidence of legal title 94. Secretary's duty to supervise share register 95. Power of Court to rectify share register 96. Trusts not to be entered on register 97.

9 Share certificates 98. Loss or destruction of certificates PART IX SHAREHOLDERS AND THEIR RIGHTS AND OBLIGATIONS. Sub-Part A - Liability of shareholders 99. Meaning of shareholder'. 100. Liability of shareholders 101. Liability for calls 102. Shareholders not required to acquire shares by alteration to the constitution Sub-Part B - Powers of shareholders 103. Exercise of powers reserved to shareholders 104. Exercise of powers by ordinary resolution 105. Powers exercised by special resolution 106. Unanimous resolution 107. Management review by shareholders Sub-Part C - Minority buy-out rights 108.

10 Shareholder may require company to purchase shares 109. Notice requiring purchase of shares 110. Purchase of shares by company 111. Purchase of shares by third party 112. Court may grant exemption 113. Court may grant exemption where company insolvent Sub-Part D - Variation of rights 114. Variation of rights Sub-Part E - Meetings of shareholders 115. Annual meeting of shareholders 116. Special meeting of shareholders 117. Resolution in lieu of meeting 4. 118. Court may call meeting of shareholders 119. Proceedings at meetings Sub-Part F - Ascertaining shareholders 120.


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