COMPANY'S NAME

COMPANY'S NAME

S. 23 (1) (c) (vi) - Application for incorporation - An application for incorporation of a company accompanied by a notice reserving a name for the proposed company, if any.
PART V - COMPANY NAMES
S. 31 - The Registrar shall not register a company under a name or register a change of the name of a company, unless the name is available.
S. 32 - Where the liability of the shareholders of a company is limited, the registered word "Limited" or the word “Limitée” or the name of the company shall end with the abbreviation "Ltd" or "Ltée".
1. S. 336 - Improper use of "Limited" or “Limitée” -
  1. Commit an offence and liable to a fine not exceeding Rs.100,000
S. 33 - Power to dispense with "Limited" or “Limitée”
1. To the satisfaction of the Minister to whom responsibility for the subject of corporate affairs is assigned
2. a limited company is to be formed for promoting commerce, art, science, religion, charity or any other useful object, and intends to apply its profits or other income in promoting its objects, and to prohibit the payment of any dividend to its members,
  1. to a company which has already been registered if the Minister is satisfied that the company compares with the conditions prescribed
  2. be inserted in the memorandum and articles, or in one of those documents or in the constitution of the entity.
3. enjoy all the privileges of limited companies, and be subject to all their obligations, except those of using the word "Limited" or "Limitée" or the abbreviation "Ltd" or "Ltée" as any part of its name, and of publishing its name, and of sending lists of members and directors and managers to the Registrar.
  1. may at any time be revoked by the Minister and upon revocation the Registrar shall enter the word "Limited" at the end of the name of the company in the register, and the company shall cease to enjoy the exemptions and privileges granted
    1. No direction may be revoked unless the Minister has given to the company notice in writing of his intention and has afforded the company an opportunity of being heard in opposition to the revocation.
4. the memorandum, article or constitution includes a provision that the memorandum, article or constitution shall not be altered except with the consent of the Minister, the company shall not by special resolution alter any provision of the memorandum, or article or constitution.
  1. (8) Where an authorisation the memorandum, article or constitution may be altered by special resolution so as to remove any provision in or to the effect that the memorandum, article or constitution may be altered only with the consent of the Minister.
S. 34 - Application for reservation of name
1. sent or delivered to the Registrar, and shall be in a form approved by the Registrar.
  1. The Registrar shall not reserve a name
    1. contravene an enactment
    2. S. 35 - cannot be registered
      1. Written consent of the MInister
      2. undesirable or misleading
    3. identical or almost identical to a name and that is still available for incorporation
    4. offensive
  2. inform the applicant by notice in writing
    1. whether or not the Registrar has reserved the name
    2. the name is available for incorporation of a company with that name or registration of a change of name, whichever be the case, for 2 months after the date stated in the notice.
2. shall not by itself entitle the proposed company, company or foreign company to be registered under that name, either originally or on a change of name.
S. 35 Name of company
1. Should not be identical with that of an existing company, or statutory corporation, or so nearly resembles that name as to be likely to mislead
  1. except where the existing company or statutory corporation is in the course of being dissolved and signifies its consent in such manner as the Registrar requires.
2. Except with the Minister's written consent
  1. word which in the Registrar's opinion suggests, or is likely to suggest, that it enjoys the patronage of the Government or of a statutory corporation, or of the Government of any other State;
  2. connection with a local authority in Mauritius or elsewhere
3. Except with the consent of the Court
  1. in the opinion of the Registrar is undesirable or misleading.
S. 36 - Application made
1. In the prescribed from
2. accompanied by a notice reserving the name (if any)
3. be made by passing a special resolution to that effect and filing a copy of the resolution.
4. the Registrar is satisfied
  1. record the new name of the company;
  2. record the change of name of the company on its certificate of incorporation
    1. take effect from the date of the certificate issued
  3. require the company to cause a notice to that effect to be published in such manner as the Registrar may direct.
5. not affect the rights or obligations of the company, or legal proceedings by or against the company, and legal proceedings that might have been continued or commenced against the company under its former name may be continued or commenced against it under its new name.
S. 37 Direction to change name
1. Satisfaction of the Registrar
  1. may serve written notice on the company to change its name by a date specified in the notice
    1. a date not less than 28 days after the date on which the notice is served.
      1. Where the company does not change its name within the period
        the Registrar may register the company under a new name chosen by the Registrar, being a name under which the company may be registered
        shall record the new name on the certificate of incorporation of the company and section 36(3) shall apply in relation to the registration of the new name as if the name of the company had been changed under that section.
S. 38 - Use of the company name
1. in every written communication sent by, or on behalf of, the company
2. on every document issued or signed by, or on behalf of, the company
  1. evidences or creates a legal obligation of the company
  2. When incorrectly stated in a document
    1. every person who issued or signed the document is liable to the same extent as the company
      1. Unless
        the person who issued or signed the document proves that the person in whose favour the obligation was incurred was aware
        the court before which the document is produced is satisfied that it would not be just and equitable for the person who issued or signed the document to be so liable.
3. S. 181 - Method of contracting
  1. generally recognized abbreviation of a word or words in its name if it is not misleading to do so.
4. within the period of 12 months immediately preceding the giving by a company of any public notice, the name of the company was changed
  1. notice states
    1. that the name of the company was changed in that period
    2. the former name or names of the company.
5. S. 329(1) - COMPANY - Commit an offence and liable to a fine not exceeding Rs.100,000
  1. S 330(1) - DIRECTOR OF THE COMPANY - Commit an offence and liable to a fine not exceeding Rs.100,000

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