Mauritius Company Law: Partnership, Incorporation, and Promoters

This report provides a comprehensive analysis of company law in Mauritius, focusing on partnership formation, company incorporation, and the duties and liabilities of promoters. It examines the requirements for entering a partnership under the Limited Partnership Act 2011 and discusses whether individuals can appoint someone to incorporate a company on their behalf. The report also clarifies the joint and several liabilities of parties in both incorporated companies and partnerships. Furthermore, it defines the role of a promoter, outlines their duties, and explains their potential liabilities before and after company formation, referencing key legal cases like Whaley Bridge Calico Printing Co v Green and Erlanger v New Sombrero Phospate Co. The analysis draws from the Companies Act 2001 and other relevant legislation to provide a thorough understanding of these aspects of Mauritius company law. Desklib offers students access to this assignment and many other resources.

COMPANY LAW

Table of Contents
INTRODUCTION ..........................................................................................................................3
SECTION A.....................................................................................................................................3
Whether they can enter into a Partnership and what are the relevant requirements to enter into
a Partnership?..............................................................................................................................3
Whether they should incorporate a Company and whether they can ask someone to do it on
their behalf..................................................................................................................................4
Will both Parties be liable jointly and severally if:.....................................................................4
a. They incorporate a company...................................................................................................4
b. They enter a Partnership..........................................................................................................5
SECTION B.....................................................................................................................................5
Who is promoter.........................................................................................................................5
What are the duties of a Promoter?.............................................................................................6
Can a Promoter be liable before and after the formation of a Company?...................................6
CONCLUSION ...............................................................................................................................7
REFERENCES................................................................................................................................8

INTRODUCTION
The Companies act 2001 in Mauritius is an incorporation which is mainly an important
management of all the business affairs which are managed through the guidance and the
supervision of all board of directors and the committees of the board members. It helps in
managing all the legislative formation, management and the administration for the companies.
All the major dealings which are like the tax, audit requirements, administration of companies
and the accounting are governed in it1. Companies Act 2001 helps in giving all the systematic
approach regarding the provisions which provides all the in corporation that are being made in
all the business functions. This act helps in managing ll the capacity, power along with the
incorporation, shares and other legal requirements which are covered under it. In this reports
their will be provided two section which will cover all the details in relation to the partnership of
the person and their process through which they will be accountable as being partners. And the
other part will provide the meaning of the promoters and their duties as in context to the working
principles and the companies.
SECTION A
Whether they can enter into a Partnership and what are the relevant requirements to enter
into a Partnership?
As according to the Limited partnership act 2011 there is been provided that registration
is managed in the limited liability as in accordance of the act that in case if the person want to
enter in the agreement they will at that to manage all the effective written consent through which
the registration firm are managed and it will have to be approved by the registrar. Then all the
statements are needed to be managed and covered according to the areas and the ways as for like
the fees are needed to be given and the information regarding the genuineness is to be provided2.
All the details regarding the registration of the effective business practises are needed to be
1 Moerman S, 'The Mauritius Purpose Trust: A Comparative Analysis Between The
Offshore Trusts Act 1992 And The Trusts Act 2001' (2020) 9 Trusts & Trustees
2 'Partnership: Attachment Of Partnership Property: Construction Of Sections 25(2) And
28(1) Of Uniform Partnership Act' (2021) 38 Michigan Law Review

provided and this is managed through the limited liability and the effective information in which
the assistance is applied. Thus John and Luke can enter in the partnership as it is mainly the
societe which is governed through the Code deCommerce. As in Mauritius there is provided
different kind of societe and they can there by effectively manage the business as partners
through it. Their can be about maximum 20 partners who can be the members of the firm. The
maximum life of societe commerciale will not exceed 99 years. They can after that may renew or
dissolve their partnership.
Whether they should incorporate a Company and whether they can ask someone to do it on
their behalf
They will have to incorporate the company by themselves and no other person can make
the registration or the incorporation. This provides that all the company are usually the entity
through which the main areas and the investments regarding the benefits are aligned. It implies
and promotes the engagement of all the business and the conduction through which all the nature
with the investment is managed accordingly Through Financial act 2007 all the beneficial
interest and the major corporation are managed through the conducts and the principles which
are aligned in the global licensing3.
Some of the major requirements in order to incorporate the business are like:
 Their is required at least 2 directors who are being the resident of Mauritius.
 Their is needed to have at least one share holders who are majorly the non resident of
Mauritius.
 The share capital which is managed will have to be 1 USD.
 All the financial statements and the statutory areas are required to be proposed through
which the meeting of the directors and the conduction of all the corporation is needed to
be applied.
Wright A, 'California Partnership Law And The Uniform Partnership Act' (2019) 9
California Law Review
3 'The Interest Of A Partner In Partnership Property Under The Uniform Partnership Act'
(2020) 19 Columbia Law Review

Thus, there is been seen that in order to manage all the companies and the effectiveness
through which the financial services and the attainment of the laws are made this will effectively
Crete a major areas through which the principles and the administration are altered. Their is
implied that all the standards are managed and their is framed to have the treasury and the nature
of records and the general stating of the work.
Will both Parties be liable jointly and severally if:
a. They incorporate a company
In case when the parties are incorporating the company they will in all such cases can
either be jointly or severally be liable as this will be managed accordingly which implies that all
the joint areas are managed when it is seem that the shared of the profit which is made in
between them are equal and ion case the share is made variable then the liabilities are being
framed on all of them through different manner and with all the other features and managed.
b. They enter a Partnership
In case if Joe and Luke enter through the partnership then they will be jointly liable for
all the acts and the work which is being assigned to them. As visually the partners shares the
common assets and the responsibility and this will make them to manage and incorporate all the
vary principles and the effective working through which the altering and the systematic framing
of the nature is incorporate this implies that in all such areas where the partners use to make the
work to be effectively managed they implies to create all the work and the liabilities shared with
common interest4
SECTION B
Question 3
Who is promoter.
A promoter is mainly the person who usually undertakes all the form of company.
through general references in all the given projects which is mainly being framed and set. This is
4 'Mauritius Transport Case' (2019) 60 International Law Reports

required in order to set the steps and the accomplishments of the purpose and the targets. This
term promoter is generally being used to analyse and give the details regarding all the plans and
the general formation of the companies in order to manage the existence. As in the case of
Whaley Bridge Calico Printing Co v Green, it is being held by the J Bowen that the period
promoter is not mainly the r4egulation but will be enterprise through which all the summing
through the long phrase is managed. This engage all the major activities in which the registering
of the companies in the business houses and also in the pre-incorporation of the contracts are
managed. It applies all the public business through which the appointment and the further
investment of the new company is addressed.
As through the companies act 1985 the span promoter their involves all the adjudicator
and their involves all the ascertaining through the endorsement. Thus there is been seen that the
promotes carries all the sole duties through which the principles and the other self interest
through which all the governing principles are managed. So the promoters are the under takers of
the company who generally manages all thereby projects in which the necessary steps are taken
in record5.
What are the duties of a Promoter?
Their is been seen that some of the major duties for promoters are majorly through the
obligations in which all the laws and the core obligations are being aligned. Their is analysed
that the promoters are generally the core person who manages and fetches all the duties in regard
to the working and the effective management through which they acquire and manage the
systematic working some of the major duties which are being laid by the promoters are given in
the case of Erlanger v New Sombrero Phospate Co is given as under:
 all the promoters will have to give the full disclosure of all the facts through which they
will have to manage all the details regarding the profit earning to the boards of directors
and the should not earn any profit without even giving the ideas to all the members in the
company.
 All the promoters will indicate and effectively try to analyse the nature and the vary
principles in which they can attain and mandate the corporate and the other vast culture
5 'De Boucherville V. State Of Mauritius' (2019) 155 International Law Reports

of working and the promoters are requires to act in good faith with out any issues in order
to make the work to be managed in proper manner.
 All the full disclosure of the important information as inn relation to the work and the
details regarding the company is to be attuned and given to the individuals there is been
seen that in all such areas where the effective working and the records are maintained can
elaborate and mandate the requirements through which they confer the validity and the
nature of working.\ their should be attained the pre incorporated contract through which the work and the
effective areas in which all the details are analysed. This implies to manage all the laws
and the general basic principles in order to make and to reflect the vary formation of the
retention6.
Can a Promoter be liable before and after the formation of a Company?
As there is analysed that all the promoters are being held liable as they manage and make
all the pre incorporation in the contract through which the promoters will be held personally
liable for all the contractual terms. Their is been seen that in case if the company is not ratifying
any of the details and there is implied that the adoption of all the pre incorporation is managed
then their will be applied the effective principles through which it mandates and carry out the
rights and the general responsibilities of the working nature and the scenarios. It is been led out
that all the privity of the contract manages the general working through which they ratify and
make the contractual terms to b validating and manageable.
For all the effective incorporation it is managed that the details and the functions through
which the maintained of the law and the order is attuned their implies that all the major rules and
their basic assumptions which are carried will be incorporated as in regard to the clause and the
priority through which the principles are manageable. It should have to carry on all the details
and the nature of working through which the scenarios are underlined and acquired7.
6 Human Rights Law in Africa E, 'MAURITIUS' (2018) 3 Human Rights Law in Africa
Online
7 Wymeersch E, 'Company Law In Europe And European Company Law' [2018] SSRN
Electronic Journal

CONCLUSION
From this above report it is concluded that, companies are the important areas which
helps in managing all the laws and the incorporation of the rights and the effective system. Their
is been given that all the companies should adhere and manage the function and the areas in
which the registration and the functioning can be attuned. Through this case scenario it is
prompted that Joe and Luke can open a company as partners and they can effectively manage all
the functions and the business of the company through different areas. Further there is provided
that the promoters are mainly the person who manage and undertakes all the business preposition
and the functions so as to make the work and they carry the duties like to provide full disclosure
and there can not be any secret profit gained.
+

REFERENCES
Books and Journals
Moerman S, 'The Mauritius Purpose Trust: A Comparative Analysis Between The Offshore
Trusts Act 1992 And The Trusts Act 2001' (2020) 9 Trusts & Trustees
'Partnership: Attachment Of Partnership Property: Construction Of Sections 25(2) And 28(1) Of
Uniform Partnership Act' (2021) 38 Michigan Law Review
Wright A, 'California Partnership Law And The Uniform Partnership Act' (2019) 9 California
Law Review
'The Interest Of A Partner In Partnership Property Under The Uniform Partnership Act' (2020)
19 Columbia Law Review
'Mauritius Transport Case' (2019) 60 International Law Reports
'De Boucherville V. State Of Mauritius' (2019) 155 International Law Reports
Human Rights Law in Africa E, 'MAURITIUS' (2018) 3 Human Rights Law in Africa Online
Wymeersch E, 'Company Law In Europe And European Company Law' [2018] SSRN
Electronic Journal