Questions and Answers
What is the section that gives the right to apply for incorporation?
Section 22 of the Companies Act 2001
An application for incorporation must be sent to the __________.
Registrar
Which of the following documents must accompany the application for incorporation? (Select all that apply)
A company must have a constitution according to the Companies Act 2001.
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What is issued by the Registrar upon successful application for incorporation?
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What does the constitution of a company define according to Section 40?
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What documents are included in the constitution of a company according to Section 42?
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A company limited by guarantee does not require consent from members according to its constitution.
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What can trigger the alteration or revocation of a company's constitution?
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The company is considered a body corporate with separate legal personality until it is removed from the __________.
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The objects clause of a company determines its contractual capacity.
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Study Notes
Incorporation Process in Mauritius
- Companies Act 2001: Governs the incorporation of companies in Mauritius.
- Right to Apply: Any individual may apply for incorporation under this act, subject to its provisions.
Application for Incorporation
- Registrar Submission: Applications must be sent to the Registrar in a prescribed form, signed by all applicants.
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Required Documents:
- Consent document from directors or secretaries.
- Certificate confirming no disqualifications exist for directors or secretaries.
- Consent document for shareholders in a share capital company or a member in a guarantee company.
- Notice reserving the proposed company name.
- Constitution document, if applicable, certified by an applicant.
Information Required in Application
- Applicant Details: Full name, address, and occupation of each applicant.
- Directors and Secretaries: Present and former names, residential addresses, and business occupations.
- Shareholders: Names, residential addresses, share quantities, and consideration for shares.
- Company Type: Declaration if it is a limited or unlimited company.
- Registered Office: Designation of the company's registered office.
Incorporation Confirmation
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Registrar’s Role: If satisfied with compliance, the Registrar will:
- Enter company particulars on the register.
- Assign a unique company number.
- Issue a certificate of incorporation either electronically or as a signed copy upon request.
Certificate of Incorporation
- Provides conclusive evidence of legal compliance for incorporation and effective from the date specified in the certificate.
Legal Personality of Incorporated Companies
- An incorporated company is recognized as a separate legal entity continuing until removed from the register.
Company Constitution
- Optional Nature: Companies may have but are not required to maintain a constitution.
- Effect of Having a Constitution: Defines rights, powers, and obligations within the company, but can be limited or modified by the constitution.
- Required Form: Must be certified and can include various permissible provisions.
Impact of Not Having a Constitution
- Governed directly by the Companies Act 2001, which dictates rights and obligations.
Company Constitution Structure
- Elements: Must be certified and may be a document adopted by the company or previously registered documents.
- Modification: Existing documents can only be changed under specific circumstances or replaced entirely.
Objects Clause (UK Context)
- Defines the company's capacities; actions outside this clause may be deemed ultra vires (beyond powers).
- Landmark Case: Ashbury Railway Carriage v Riche - A contract exceeding these aims is void.
Articles of Association (UK Context)
- Governs internal regulations among company members.
- Formed a contractual relationship between the company and its members even if not signed by all parties.
Adoption and Alteration of Constitution
- Shareholders can adopt or modify the constitution with a special resolution.
- Limitations on Alterations: Must not conflict with the Memorandum or Companies Act, must not be illegal, and must not affect class rights.
Relevant Case Law
- Greenhalgh v Ardene Cinemas: Validates changes to articles for the company's benefit led by member approval.
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Description
This quiz explores the incorporation process of companies in Mauritius according to the Companies Act 2001. It covers important sections such as the right to apply for incorporation and the necessary documentation required. Test your knowledge on legal procedures and requirements involved in starting a company.
