Shares and Share Ownership

Upon incorporation of a company any person named in the application as a shareholder is deemed to have been issued the relevant number of shares specified therein. However, a Category 2 Global Business company may not issue partially paid shares. There is no minimum share capital.

If allowed by the constitution, the company may issue a different class of shares. The constitution may allow the company to issue shares that may be redeemable, non-voting or shares that confer preferential, special or limited rights to income, capital or voting.

Any share issued under the Act have of no par value i.e. will not have any nominal value as under the previous law. A company set up prior to 01 December 2001 (an existing company) with par value shares can continue to have the shares with par value.

An existing company may continue issuing shares or a class or classes of shares having a par value subject to its memorandum and Articles of Association.

The shares of a company holding a Global Business License may be issued with or without a par value provided all the shares are of one kind. Where provided for in its constitution, a company may issue fractional shares. Within 14 days of the issue of shares, a company is required to file the following details with the Registrar in the prescribed form:

  • the number of shares issued;
  • the consideration for issue; and
  • the company’s stated capital after the issue.

An open-ended fund may apply to the registrar to be dispensed from the above filing.

A public company is required to send a share certificate to each shareholder within 28 days after the issue.

Increases and Decreases in Capital

A company must maintain a stated marital account for each class of shares at which it must enter the stated capital in relation to the class of shares.

A company may reduce its stated capital by a special resolution, provided there is no prior written agreement with a creditor that it will not reduce its capital. Stated capital cannot be reduced (other than for the purpose of declaring that the stated capital is reduced by an amount that is not represented by the asset value) unless there are reasonable grounds on which the directors can determine that immediately after the reduction, the company will be able to satisfy the solvency test.

Transfer of Shares

Except as otherwise provided for in its constitution, a share in a company is transferable. A company cannot enter a transfer of shares (other than those traded on the Stock Exchange of Mauritius) in its share register until a valid instrument of transfer is delivered in the form required by the Registration Duty Act. This particular format does not apply to a company holding a GBC 1.

Liability of Shareholders

Subject to the constitution of the company, a shareholder is not liable for an obligation of the company. The shareholder’s liability is limited to:
(a) any amount unpaid on shares held;
(b) any liability arising pursuant to the shareholder acting as ‘director’ under section 128(2) of the Companies Act 2001,
(c) repaying a recoverable distribution,(d) any liability provided for in the constitution,
(e) liability for calls.