MAURITIUS Law and Practice Contributed by: Professor Michael Katz, Laksha Juddoo Prayag, Anne-Sophie Lenette and Ayesha Rambajun, ENS
er’s liability to the company is limited to any amount unpaid on shares held, any liability to repay a recover - able distribution, any liability expressly provided for in the constitution, and any liability for calls. The relationship between the company and its share - holders is primarily governed by: • the CA; • the constitution; • the unanimous shareholders’ agreement; and/or The share register must be kept by the company and is open to public inspection. Any person may inspect it upon written notice during business hours and obtain copies for a reasonable fee. Documents held by the Registrar are also open to inspection on payment of prescribed fees. The annual return filed with the Registrar must disclose share - holder names, addresses and shareholdings (past and present), along with share transfer details. This inspec - tion right does not extend to private companies hold - ing a Global Business Licence or ACs, except where access is sought by a shareholder, officer, manage - ment company or registered agent of that company. 4.2 Role of Shareholders Shareholder Involvement in Company Management The business and affairs of a company are managed by, or under the direction or supervision of, the board, which holds all powers necessary for managing and directing the company’s business. Shareholders do not directly manage the company but participate in governance through specific mechanisms. • the terms of issue of the shares. Public Record of Shareholders • Reserved powers – certain powers are reserved to shareholders, exercisable at meetings, by resolu - tion in lieu of meeting, or by unanimous resolution. These are generally exercised by ordinary resolu - tion (simple majority), unless the CA or constitution requires a special resolution. • Matters requiring special resolution – see 2.2 Types of Decisions .
• Management review – at shareholder meetings, the chairperson must give shareholders reasonable opportunity to discuss and comment on manage - ment. Shareholders may also pass resolutions recommending matters to the board. Such recom - mendations are not binding unless carried as a special resolution or the constitution so provides. • Appointment and removal of directors – unless the constitution provides otherwise, directors are appointed and removed by shareholders’ resolu - tion. • Shareholder proposals – a shareholder may give written notice to the board of a matter proposed for discussion or resolution at the next meeting. Generally, shareholders cannot bind the board to take or refrain from particular actions. However, all shareholders of a private company may, by written agreement, restrict the directors’ discretion and pow - ers to manage the business and affairs, and confer such powers on any party as they think fit. A person on whom such powers are conferred assumes all the rights, powers, duties and liabilities of a director under the CA, and the directors are correspondingly relieved of those duties. 4.3 Shareholder Meetings The board must convene an annual meeting within six months of the balance sheet date and no later than 15 months after the previous annual meeting; newly incorporated companies have 18n months from incorporation. The annual meeting addresses financial statements, auditor and annual reports, director and auditor appointments. Special meetings may be called by the board at any time or requisitioned by shareholders holding at least 5% of voting rights. The court may also order a meet - ing where calling or conducting one in the prescribed manner is impracticable or where it is in the com - pany’s interests. Written notice must be given at least 21 days before any meeting, stating the date, time, place and nature of business in sufficient detail for shareholders to form a reasoned judgement; the full text of any proposed special resolution must be included.
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