Types of Companies
Yoghini Kanaksabee
(Barrister-at-law)
31 August 2024
AGENDA
• Introduction
• Limited and unlimited
companies
• Private and public companies
• Domestic and offshore
companies
• One person company and
small private company
• Subsidiary company
• Dormant company
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INTRODUCTION
Section 21 of CA 2001
Types of companies are:
(a)a company limited by shares;
(b)a company limited by guarantee;
(c) a company limited by both shares and guarantee; or
(d) an unlimited company.
Every company shall be:
(a) a public company; or
(b)a private company
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LIMITED AND
UNLIMITED
COMPANY
LIMITED AND UNLIMITED
COMPANIES
Limited Companies
• Limited companies are either limited by shares or by guarantee.
Limited by shares: the liability of the shareholders are limited to the amount
unpaid on the shares.
Limited by guarantee:
The CA 2001 defines a company limited by guarantee: a company formed on the
principle of having the liability of its members limited by its constitution to such
amount as the members may respectively undertake to contribute to the assets of
the company in the event of its being wound up.
Usually non-profit organisations such as charities, clubs, associations among others
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PRIVATE AND
PUBLIC
COMPANIES
PRIVATE COMPANIES
Characteristics (Part XXI, section 270 of CA 2001)
• No more than 50 shareholders;
• shall not make any offer to the public to subscribe for its shares or
debentures;
• may provide in its constitution that the right to transfer its shares is
restricted (Pre-emptive rights);
• may dispense with the holding of shareholders meetings if resolutions
which would otherwise require the holding of a meeting are passed
by means of entry in the minute book of the company under section
117 or by a unanimous resolution under section 106;
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PUBLIC COMPANIES
Characteristics (of CA 2001)
• The shares can be sold through a prospectus or in the stock exchange.
• Listed public companies are those companies which have their shares
listed on the stock exchange: SEM or DEM in Mauritius
• Public listed companies have to comply with the stock exchange rules.
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CONVERSION OF PUBLIC AND PRIVATE
COMPANIES
Section 268 of CA 2001: It is possible for a company to convert from a public
to private and vice versa.
• A public company that has not for the time being more than 50 members
may convert to a private company by filing with the Registrar –
(a) a copy of a special resolution passed to that effect, and
(b) a declaration by a director or secretary of the company stating the full
names, addresses and descriptions of all the members, and the number of
shares held by each of them respectively.
• A private company may, subject to its constitution, convert to a public
company by filing with the Registrar a copy of a special resolution passed
to that effect.
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DOMESTIC AND
OFFSHORE
COMPANIES
DOMESTIC AND
OFFSHORE
COMPANIES
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ONE PERSON COMPANY AND SMALL COMPANY
One-person Company
-CA 2001 defined a one-person company as: A private company in which the only
shareholder is also the sole director of the company; and does not include a company in
which the only shareholder is a corporation.
-Required a secretary to notify the ROC of the death of the one-person.
Small Company
-A company shall be a "small private company" where –
(a)it is a private company the turnover of which in respect of its last preceding
accounting period is less than 100 million rupees or such other amount as may be
prescribed;
(b) it is not a company holding a Global Business Licence;
(c) It is not an entity specified in the First Schedule to the Financial Reporting Act.
- No requirement for a secretary
- Annual turnover not exceeding MUR 20 million- no requirement to file and annual
return with the ROC- can file a financial summary with only a profit and loss statement.
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SUBSIDIARY COMPANY
A company shall be a subsidiary of another company where-
(a)that other company or corporation, referred to as the parent –
(i)controls the composition of the Board of the company;
(ii)is in a position to exercise, or control the exercise of, more than one-half the maximum
number of votes that can be exercised at a meeting of the company;
(iii)holds more than one-half of the issued shares of the company, other than shares that carry
no right to participate beyond a specified amount in a distribution of either profits or capital;
or
(iv)is entitled to receive more than one-half of every dividend paid on shares issued by the
company, other than shares that carry no right to participate beyond a specified amount in a
distribution of either profits or capital; or
(b)the company is a subsidiary of a company that is the parent's subsidiary
NB: A subsidiary cannot hold shares in a holding company
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STRUCTURE CHART ILLUSTRATION
Holding
company
Subsidiaries
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DORMANT COMPANY
Section 293 of CA 2001: a company –
(a)shall be a dormant company for any period during which no significant accounting
transaction occurs in relation to the company; and
(b)shall cease to be a dormant company when any significant accounting transaction occurs in
relation to the company.
- A company can declare itself as dormant by passing a special resolution of shareholders.
This is not possible for the business of banking or insurance.
- Notify the ROC of the status (within 14 days)
- Where it ceases to be dormant (significant accounting transaction taking place)- inform the
ROC within 14 days.
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QUIZ
1. Which type of company in Mauritius is primarily used for international business
and enjoys certain tax benefits?
a) Private Limited Company
b) Global Business Company
c) Sole Proprietorship
d) Public Limited Company
2. A Public Limited Company in Mauritius can offer its shares to the general public.
True
False
3. What is the minimum number of shareholders required to form a Private Limited
Company in Mauritius?
4. Which of the following is a characteristic of a Private Company Limited by Shares
in Mauritius?
a) It can have an unlimited number of shareholdersb) It is prohibited from offering
shares to the publicc) It must have at least three directorsd) It can only be owned
by foreign investors 17
QUIZ
4. Which of the following is a characteristic of a Private Company Limited by Shares
in Mauritius?
a) It can have an unlimited number of shareholders
b) It is prohibited from offering shares to the public
c) It must have at least three directors
d) It can only be owned by foreign investors
5. True or False: A Public Company in Mauritius can offer its shares to the general
public and can be listed on a stock exchange.
6. What is the minimum number of shareholders required for a Public Company in
Mauritius?
e) 1
f) 2
g) 7
h) 50
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QUIZ
7. What does it mean for a company to be classified as dormant in Mauritius?
a) The company has no directors
b) The company has ceased all business operations but is still registered
c) The company is not paying taxes
d) The company is preparing for liquidation
8. What is a subsidiary company?
e) A company that owns other companies
f) A company that is partially or wholly owned by another company
g) A company that is listed on a stock exchange
h) A company that operates in a different industry from its parent company
9. True or False: A subsidiary in Mauritius must always be registered as a separate
legal entity from its parent company.
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THANK
YOU
