Seychelles IBC ACT 2018 | Translation

PLEASE NOTE: This is Translation the not is legally binding. This translation serves to better understand the original, English version. Legally valid is always only the Original version of Seychelles IBC Act.

LAW ON INTERNATIONAL BUSINESS ENTERPRISES, 2016

(Law 15 of 2016)

ARRANGEMENT OF THE SECTIONS

PART I - PREPARATION

1. Short title and starting date

2. Interpretation

3. Associated companies

4. Application of this law

PART II - FORMATION OF THE COMPANY

Subsection I Types of international enterprises

5. Definition of international companies

6. Companies that can be founded or continued

7. Protected cell companies

8. limited companies

Subsection II - Establishment of an enterprise

9. Application for the establishment of a company

10. incorporation of a company

11. Effect of the foundation

12. Annual fee

13. Articles of Association of the Company

14. Content of the Articles of Association

15. Memorandum of the company with shares

16. Memorandum of the company with guarantee members

17. The memorandum can specify objects

18. Memorandum or Articles of Association of a limited liability company

19. Language of the memorandum

20. Articles of Association

21. Language of the articles

Subsection III - Amendment and recasting of memorandum or articles

22. Amendment of the Memorandum or Articles of Association

23. Registration of amendments to the Memorandum or Articles of Association

24. Adapted memorandum or article

PART III - COMPANY NAMES

25. Requirements of the names

26. Restrictions for company names

27. Rights and interests in names

28. Language of company names

29. Reservation of names

30. Change of name

31. Authorization to change the name

32. Reuse of the company name

PART IV - CAPACITIES AND POWERS OF THE UNDERTAKING

33. Capacities and powers

34. Validity of actions of the company

35. Personal liability

36. transactions between a company and other persons

37. Contracts in general

38. Pre-formation agreements

39. Proxies

40. Company seal

41. Authentication or certification

PART V - Shares Part I - General

42. Type of shares

43. Share rights

44. Distinguishing numbers

45. series of shares

46. Nominal value and no-par shares

47. Fraction of shares

48. Prohibited bearer shares

Subsection II - Issuance of shares

49. issue of shares

50. Consideration for shares

51. Provision for different amounts payable on shares

52. Shares issued for consideration other than in cash

53. date of issuance

54. Consent to the issue of certain shares

55. Authority to issue shares at a discount

56. Authority of the company to pay commissions

57. Subscription right

58. Share certificates

Subsection III - Transfer of shares

59. Transferability of shares

60. Transfer of the share of the deceased member by the personal representative

61. Transmission by law

62. transfer of shares

63. Refusal to register the transfer

64. Loss of the deed of transfer

65. Date of transfer of the share

66. Transfer of securities by clearing houses and investment firms

Subpart IV - Distributions

67. Importance of a solvency test

68. Importance of distribution

69. Importance of dividend

70. Distributions

71. Cellular and non-cellular distributions by protected cell company

72. Recovery of distributions made when the company has failed the solvency test

Subsection V - Cancellation and acquisition of own shares

73. The Company may redeem or purchase treasury shares

74. Procedure for the retirement or acquisition of own shares

75. Offer to one or more shareholders pursuant to § 74 para. 1 no. (b)

76. Retired shares at the option of a shareholder

77. Redemptions or purchases that do not qualify as distributions

78. Own shares

79. Transfer of own shares

Part VI - Changes in capital

80. Changes in the capital of nominal value companies

81. Changes in the capital of companies with no par value

82. Expiry of shares

83. Reduction of the share capital

84. Application to the court for confirmation of the confirmation order

85. Court order confirming the reduction

86. Registration of the order and the protocol of reduction

87. Liability of members for reduced shares

88. Penalty for concealing the name of the creditor, etc.

Subsection VII - Security over shares

89. Interpretation

90. Right to pledge shares

91. Form of pledge of shares

92. Pledge of shares under Seychelles law

93. Exercise of the right to sell under Seychelles law Pledge of shares

94. Pledge of shares under foreign law

95. The use of enforcement orders

96. Annotation and submission of the register of members

Subsection VIII - Conversion of par value shares into no-par value shares and vice versa

97. Conversion of shares in nominal value companies

98. Conversion of shares in companies with no par value

PART VI - MEMBERSHIP PART I - Members

99. Minimum number of members

100. Requirements for the limited liability company and guarantee

101. Minors and disabled adults

102. Liability of members

103. Service for members

Subsection II - List of members

104. List of members

105. Nature of the register

106. Register of members of listed companies

107. Inspection of the list of members

108. Correction of the register of members

Subsection III - General meetings and resolutions

109. Resolution

110. Ordinary resolutions

111. Ordinary resolutions may be necessary to have a higher percentage of votes

112. Special Decisions

113. special resolutions may be necessary to have a higher percentage of votes

114. Convening of general meetings

115. Announcement of general meetings

116. Quorum

117. Participation in the meeting by telephone or other electronic means

118. Representation of the company body in the meetings

119. co-ownership of shares

120. Authorised persons

121. Demand for surveys

122. Written decisions of approval by members

123. The Court of First Instance may order the hearing

124. Resolution at the adjourned meeting

125. The keeping of minutes and decisions by members

126. Place of the minutes and resolutions of the members

127. Inspection of the minutes and resolutions of the members

PART VII - Directors

Subsection I - Management of enterprises

128. Management

129. The fulfilment of corporate obligations by the directors

130. Minimum number of directors

131. de facto directors

132. delegation of power

Subsection II - Appointment Dismissal and resignation of directors

133. Eligibility of Directors

134. Appointment of directors

135. Appointment of Reserve Directors

136. Termination of the appointment of reserve directors

137. Dismissal of directors

138. Resignation of directors

139. Appointment of deputy directors

140. Rights and duties of Deputy Directors

141. Remuneration of the directors

142. Continued liability

143. Validity of the Director's acts

Subsection III - Duties of Directors and conflicts

144. Duties of Directors

145. directors of subsidiaries, etc.

146. Avoidance of infringements

147. Trust in records and reports

148. Disclosure of interest

149. avoidance by the Company of transactions in which the Director is interested

Subsection IV - Register of Directors

150. Register of Directors

151. Inspection of the register of directors

152. Submission of the register of directors to the Registrar

Subsection V - Board meetings and decisions

153. Meetings of the Director

154. Convening of the meeting of the directors

155. Decisions of the Directors

156. Keeping of minutes and resolutions of the directors

157. Place of the minutes and resolutions of the directors

158. Inspection of the minutes and resolutions of the directors

Subsection VI - Compensation and insurance

159. Compensation

160. Insurance

PART VIII - ADMINISTRATION PART I - Registered office

161. Registered office

162. Change of registered office

163. Change of registered office where the registered representative changes his address

Subsection II - Registered representative

164. International trading company with registered representative

165. Appointment of the registered representative

166. Indicated amendment to the Memorandum where the registered agent changes the company name

167. Resignation of the registered representative

168. Registered representative who is no longer capable of acting

169. Change of the registered representative

Subsection III - General provisions

170. The name of the company to appear in the correspondence, etc.

171. Annual yield

172. Service of documents

173. Provision of records

Subsection IV - Accounting records

174. bookkeeping

175. Location and storage of accounts

176. Audit of the accounts by the directors

PART IX - FEES FOR COMPANY PROPERTY

177. Interpretation

178. The Company may encumber its assets

179. Register of fees

180. Review of the register of fees

181. Registration of fees

182. Change of the registered fees

183. Fulfilment or release of the fee

184. Priorities for the relevant charges

185. Priorities in relation to existing charges

186. Exceptions relating to priorities

187. Enforcement of prosecution under Seychelles law

188. Exercise of the right to distribute under a statutory fee in Seychelles

189. Interpretation

PART X - CONVERSIONS

Subsection I - General provisions

190. Declaration of conformity

191. Conversions are not standard

Subsection II - Transformation of an Ordinary Company into an International Business Company and vice versa

192. Conversion of the ordinary company into an international trading company

193. Effect of the transformation of the ordinary company into an international trading company

194. Conversion of the international business company into an ordinary company

195. Effect of the transformation of an ITC into an ordinary company

Subsection III - Transformation of the non-cellular society into a protected cell society and vice versa

196. Transformation of the non-cellular society into a protected cell society

197. Effects of the transformation of a non-cellular society into a protected cell society

198. Transformation of the protected cell society into a non-cellular society

199. Effects of the transformation of the protected cell society into a non-cellular society

PART XI - MERGERS, CONSOLIDATIONS AND AGREEMENTS

Subsection I - Mergers and consolidations

200. Interpretation

201. Approval of the merger or consolidation

202. Registration of the merger or consolidation

203. Merger with subsidiary

204. Effect of merger or consolidation

205. Merger or consolidation with foreign companies

PART Section II - Disposal of assets

206. Permits for certain asset disposals

Subsection III - Forced repurchases

207. Repayment of minority shares

Subsection IV - Arrangements

208. Orders

209. Agreement under which the company is in voluntary liquidation

Subsection V - Dissidents

210. Rights of minority shareholders

Subsection VI - Compromise or agreement models

211. Legal action in relation to compromise or settlement plans

PART XII - CONTINUATION

212. Continuation of foreign companies in the Seychelles

213. Continuation of the statutes

214. Request for continuation in the Seychelles

215. Continuation

216. Effect of continuation under this Act

217. Continuation outside Seychelles

218. Effect of the continuation outside Seychelles

PART XIII - Protected Cellular Companies Subpart I - Interpretation

219. Interpretation of this part

Subsection II - Foundation

220. Companies that can be protected Cellular companies

221. Authority approval required

222. The decision on applications and other decisions of the Authority

223. Appeals against decisions and other decisions of the Authority

Subsection III - Status, cells and cell components

224. Status of companies with protected cells

225. Generation of cells

226. Delimitation of the core

227. Cell Safety

Subsection IV - Assets and liabilities

228. Cell and nuclear assets

229. Recourse agreements

230. Position of the creditors

231. Utilisation of cell assets by creditors

232. Recourse by creditors to core capital

233. Adhesion of cell property

234. Liability of core assets

235. Disputes about liability for cells

236. Allocation of core assets and liabilities

Subsection V - Dealings and agreements with and within protected cell societies

237. Society for the information of persons with whom they are dealing about a company with protected cells

238. Transfer of cell assets from a protected cell company

239. Agreements between cells that influence cell capacity, etc.

Subsection VI - Insolvency applications

240. Insolvency administration orders relating to cells

241. Applications for receivership orders

242. Functions of the beneficiary and effect of the insolvency order

243. Dismissal and amendment of bankruptcy administration contracts

244. Remuneration of the beneficiary

245. Information to be provided by the recipient

Subsection VII - Management contracts

246. Administrative order in respect of protected cell companies or cells

247. Application for the issue of a management order

248. Functions of the manager and effect of the management mandate

249. Issuing and amending administrative orders

250. Remuneration of the administrator

251. Information to be provided by the administrator

Subsection VIII - Liquidation of undertakings with protected cells

252. Provisions in connection with the liquidation of the company for protected cells

Subpart IX - General

253. Liability for criminal sanctions

PART XIV - INVESTIGATIONS OF UNDERTAKINGS

254. Definition of the auditor

255. Investigation mandate

256. Powers of the court

257. Powers of the auditor

258. Hearing in the Chamber

259. Offences related to false information

260. The auditor's report as evidence

261. Privilege

PART XV - PROTECTION OF MEMBERS

262. Member's power to bring an action before the Court of First Instance

263. Power of the Registrar to bring proceedings before the Court

264. Powers of the court

PART XVI - DISQUALIFICATION ORDERS

265. Disqualification orders

266. Reason for issuing a disqualification order

267. Right of appeal to the Court of Appeal

268. Change of the disqualification orders

269. Revocation of disqualification orders

270. Consequences of breach of a disqualification order

271. Register of disqualification orders

PART XVII - SEPARATION, DISSOLUTION AND WINDING UP

Subpart I - SEPARATION and DISSOLUTION

272. Deletion

273. Appeal against the removal

274. Effect of the deletion

275. Dissolution of the company deleted from the register

276. Restoration of the company to the register by the Registrar of Companies

277. Legal action for reinstatement of the company in the register

278. Appointment of the liquidator of the deleted company

279. Undistributed ownership of the dissolved company

280. Disclaimer

PART II - Voluntary dissolution of the solvent company

281. Application of this subpart

282. Voluntary Winding-up Plan

283. Start of the voluntary liquidation of the solvent company

284. Entitlement as liquidator under this subsection

285. Submission to the Registrar

286. Notice of voluntary liquidation

287. Effect of the start of voluntary liquidation

288. Obligations of the liquidator under this subsection

289. Powers of the liquidator in the event of voluntary liquidation under this subsection

290. Vacant post in the liquidator's office under this subsection

291. Resignation of the liquidator under this subsection

292. Removal of the liquidator under this subsection

293. Abolition of voluntary liquidation

294. Termination of voluntary liquidation by the court

295. Power to apply to the court for an order

296. Interim report on the implementation of the liquidation

297. Resolution

SECTION III - VOLUNTARY LIQUIDATION OF AN INSOLVENT COMPANY

298. Application of this subpart

299. Importance of insolvent

300. If the company was found to be insolvent

301. Start of the voluntary liquidation of an insolvent company

302. Application of certain provisions of Subsection II to this Subsection

303. Submission to the Registrar

304. Notice of voluntary liquidation

305. Liquidator to convene the first meeting of creditors

306. Examination of the liquidator's accounts by the creditors

307. Accounting for the liquidation before liquidation

308. Resolution

Subsection IV - Forced execution by the court

309. Request for compulsory liquidation

310. Circumstances in which the court may dissolve the company

311. The Authority may be consulted during the processing of the application

312. Reason for which the Registrar, the Authority or the Minister may submit the application for winding-up

313. Power to close the proceedings and appoint a provisional liquidator

314. Powers of the Court of First Instance to hear actions

315. Appointment of the liquidator in compulsory liquidation

316. Remuneration of the liquidator

317. Submission to the Registrar

318. Notice of compulsory liquidation

319. Liquidator to convene the first meeting of creditors

320. The consequences of the appointment of the liquidator and the compulsory winding-up order

321. Powers of a liquidator appointed by the court

322. Resignation, dismissal or death of the liquidator

323. Examination of the liquidator's accounts by the creditors

324. Power to refer to the Court of First Instance for instructions

325. Declaration of compulsory winding-up before liquidation

326. Resolution

Subsection V - General provisions for the settlement of settlements

327. Interpretation

328. Liquidator for convening creditors' meetings

329. Distribution of the company assets

330. Expenses from settlement

331. Secured creditors

332. Special payments

333. No transfers of shares after the start of settlement

334. Company to be notified of the request for liquidation

335. Hearing in the Chamber

336. The Company undertakes not to engage in any transactions after the dissolution

337. Measures against those responsible for criminal offences

338. Illegal preferences in or before settlement

part xvIII - fraudulent and unlawful conduct

339. Offence of fraudulent dealing

340. Civil liability for fraudulent transactions

341. Civil liability of directors for unlawful trading

342. Civil liability of directors for unlawful trade: Cells of the protected cell company

343. Procedure under sections 340, 341 or 342

PART XIX - REGISTRAR

344. Registrar for international companies

345. Official seal

346. Register

347. Inspection of the submitted documents

348. Copies of the filed documents

349. Optional registration of the specified registers

350. Voluntary filing of annual financial statements by international commercial enterprises

351. Certificate of good reputation

352. Certificate of the official search

353. Form of the documents to be deposited

354. penalties and the right of the registrar to refuse to take action

PART XX - OBLIGATIONS TO BENEFICIAL OWNERS

355. Register of beneficial owners: definitions and interpretation

356. Register of beneficial owners

357. Review of the register of beneficial owners

358. Correction of the register of beneficial owners

359. The duty of the company to obtain information on beneficial ownership

360. Disclosure of information on beneficial ownership

PART XXI - VARIOUS PROVISIONS

361. Exemption from certain laws

362. Stamp duty

363. Minimum duration of exemptions and advantages

364. Form of the records

365. Supply of electronic records in general

366. Delivery considered as delivery by publication of the website

367. Delivery of electronic records to the registrar

368. Infringements

369. Accessories and controls

370. Liability for incorrect information

371. Power of the Court to grant discharge

372. Statement of the Court

373. Judges in Chambers

374. Appeals against the decisions of the Registrar

375. Professional law for lawyers

376. Immunity

377. Inspections

378. Confidentiality obligation and permissible exceptions

379. Position in relation to other laws

380. Regulations

381. repeal of the law

382. Amendment to Seychelles Civil Code in relation to companies

PART XXII - TRANSITIONAL PROVISIONS

383. Former companies that were automatically re-registered under this Act

384. Certificate of re-registration, if the former Act company is automatically re-registered

385. Effect of the automatic response under this Act

386. The restoration of companies of the former law that were deleted from the register kept under the former law

387. Restoration of the dissolved former joint stock companies

388. Delivery of documents

389. Transition for former stock corporations

390. Transition for all companies

391. References to undertakings in other Regulations

INITIAL TIMETABLE - APPLICATION FOR REGISTRATION OR CONTINUATION

THIRD SCHEDULE - RESTRICTED WORDS

FOURTH SCHEDULE - LANGUAGE OF COMPANY NAMES

FIFTH TIMETABLE - REUSE OF COMPANY NAMES

SIXTH TIMETABLE - CONTENT OF THE ANNUAL RETURN

LAW ON INTERNATIONAL BUSINESS ENTERPRISES, 2016

Law 15 of 2016

I agree
J. A. Michel
President

August 4, 2016

ACT to consolidate and modernise the law of International Commercial Companies in line with changes in the international field and for related or related matters.

MANAGEMENT by the President and the National Assembly

PART I-PREPARATION

1.

Short title and starting date

This Act may be known as the International Business Companies Act2016 and will enter into force on a date to be determined by the Minister by publication in the Official Journal.

2.

Interpretation

In this law, unless the context requires otherwise -

-acceptable translator means person who -

in respect of a language other than English or French, capable, for the purposes of this Act, of translating that language into English or French as appropriate; and

(b) are acceptable to the registry administrator as translators in accordance with the requirements set out in the registry administrator's written policies;

-accounting records, in relation to a company, means documents in relation to - the

(a) the assets and liabilities of the entity;
(b) the entity's income and expenses; and
(c) the sales, purchases and other transactions in which the entity is involved;

-The commencement date is the date on which this Act enters into force;

-Appeals Board means the Appeals Board established under the Regulations of the Financial Services Authority (Appeals Boar(d) 2014;

-approved form means a form approved by the registrar or the competent authority.

Power of attorney according to § 353;

-Articles of Association refers to the original, amended or adjusted Articles of Association of a company;

-associated company means within the meaning of § 3 para. 2

authorised capital, in relation to a company, means -

(a) in the case of a par value company, the maximum amount of the share capital which the company is authorised to issue by its memorandum and articles of association

(b) in the case of a company with no par value, the maximum number of no-par value shares which the company is authorised to issue by its memorandum and articles of association;

-Authority means the Financial Services Authority as defined by the Financial Services Authority Act;

The Authority's website shall mean the principal publicly accessible Internet website of the Authority for the period maintained by or on behalf of the Authority;

-Holder shares refers to a share evidenced by a certificate.

was-

(a) does not record the name of the owner; and

(b) indicates that the holder of the certificate is the owner of the share;

board, in relation to a company, means - -

(a) the board of directors, management committee or other regulatory body of the Company; or

(b) if the company has only one director, that director;

-body corporate includes a company, a company registered under Companies Act and a corporation registered outside Seychelles, but not an unincorporated association or partnership;

-business day is a day other than a Saturday, Sunday or public holiday in the Seychelles;

-cell means a cell of a protected cell company;

-class of member, in relation to a protected cell company,

includes -

(a) the members of a cell of the entity; and

(b) each group of members of a cell of the entity;

-society means - -

(a) an international trading company; or

(b) a former Act company;

-Company limited by shares means a company -

(a) whose memorandum limits the liability of all its members to the amount (if any) not paid on the shares held by its members; and

(b) this is -

(i) is linked to a share capital consisting of par value shares; or

(i) authorized to issue no-par value shares;

-guaranteed limited liability company is a company whose articles of association limit the liability of all its members to a fixed amount, which each member thus guarantees and is not obliged to contribute to the assets of the company in the event of dissolution because of the holding of a share;

-Company with limited liability and guarantee means a company -

(a) the memorandum of which limits the liability of one or more of its members to a fixed amount, thereby obliging each member to contribute to the assets of the company in the event of its dissolution by way of guarantee and not by virtue of holding a share

(b) whose memorandum limits the liability of one or more of its members to the amount (if any) not paid in respect of the shares held by its members; and

(c) which - is.

(i) is linked to a share capital consisting of par value shares; or

(i) authorized to issue no-par value shares;

-Court means the Supreme Court of the Seychelles;

-director, in relation to a company, a foreign company and any other corporation, includes a person who holds or acts in the position of director under any name

-dissolved, in relation to a company, means that it is dissolved under this Act or any other written law of Seychelles;

-distribution means as defined in section 68;

-dividend means as defined in paragraph 69;

-document refers to a document in any form and includes -

(a) any writing on material;

(b) a book, graphic, drawing or other pictorial representation or picture

(c) information recorded or stored by electronic or other technological means and suitable for reproduction with or without the aid of reproduction equipment

-Electronic form related to information means any information that is generated, transmitted, received or stored on computer storage media such as magnetic, optical, computer memory or similar devices;

-electronic record means any data, record or data generated, image or sound stored, received or transmitted in electronic form, including any electronic code or device necessary to decipher or interpret the electronic record;

-executive, in relation to a company, is a person employed in a managerial or executive capacity;

-Foreign company means a corporation which is incorporated or registered under the laws of any jurisdiction outside of Seychelles;

-formerly Act means the International Business Companies Act. Repealed in 1994 by section 381;

-Previous Act Company means a company that was founded or continued by the company under the previous Act;

-guarantee member, in relation to a company, means a person-

(a) as a member, whose liability in his capacity as such is limited by the Memorandum to the amount which he thereby undertakes by way of guarantee and not by reason of holding a participation, to contribute to the assets of the company if it is dissolved; and

(b) whose name is entered in the register of members as a member of the guarantee;

-International business company means company as defined in the section.

5(1) ;

-adult is a person who is not a minor and has no legal capacity under the written law of Seychelles;

limited company means - -

(a) a public limited company;

(b) a limited liability company; or

(c) a public limited company with shares and guarantee;

-Limited Life Company means a limited life company in the sense of § 8 para. 1;

Member, in relation to a company, is a person whose name is registered in the commercial register of the company as - -

(a) a shareholder; or

(b) a guarantor;

-memorandum refers to the original, amended or adjusted articles of association of a company;

-Minister shall designate the Minister responsible for Finance;

-minor means a person under eighteen years of age;

-non-cellular society means an international trading company that is not a protected cellular society;

-worthless society means a society that -

(a) authorised to issue no-par value shares; and

(b) not entitled to issue par value shares,

whether or not it also has guarantee members;

-non-par value shares refers to a registered share that is not expressed as a nominal value;

-officer, in relation to a company, is a director, officers, directors, secretary or liquidator

-Official Seal means the official seal of the Registrar under section 345;

-Extraordinary company means a company operating under the brand of corporate law;

-Extraordinary resolution means an ordinary resolution of the members as defined in section 110;

-parent, in relation to a company, a foreign company or another enterprise.

Body, i.e. under Section 3(1)(b) ;

-Nomic value Company means an enterprise that -

(a) registered in the share capital, consisting of par value shares; and

(b) is not authorised to issue par value shares, whether or not it also has guarantee holders;

-par value shares means a registered share expressed as a nominal value;

-personal representative designates the executor or administrator of a deceased person's will for the time being;

-Protected Cell Company means an international company to which Section 7 applies;

-records means documents and other records, but they are stored;

-registered agent means, in relation to a company, the person who is the registered agent of the company pursuant to section 164;

-registered under shares is a share in a company issued to a named person whose name is entered in the company's commercial register as the holder of such shares;

-Register of Registered Charges shall mean the charge set by the Registrar pursuant to sections 181(3) and 346(1)(b). (b) the Register of Registered Charges;

-Register means the register of international business companies kept by the Registrar pursuant to Section 346(1)(a);

-Registrar means the Chief Executive Officer of the Authority appointed pursuant to section 9 of the Financial Services Authority Act;

-resident person means -

(a) a person who is resident in or stays in Seychelles for a total period of one hundred and eighty three days or more in any twelve-month period beginning or ending in any calendar year

(b) a company registered under this Act;

(c) a corporation registered under the German Stock Corporation Act;

(d) a foreign company managed and controlled in Seychelles in the following fields;

(e) a partnership in which one of the partners is resident in Seychelles, including a limited partnership registered under the Limited Partnerships Act

(f) a foundation registered under the Foundation Act; or

(g) a trust registered under the International Trust Law;

-Resolution of directors means as defined in section 155;

-secured vendor means in the sense of § 327(c) ;

-securities within the meaning of Section 2 (1) WpHG, including shares and bonds of any kind and options, warrants and other rights to acquire shares or bonds;

Shares means a par value share or a no-par value share in a corporation or an entity for which liability is limited to the amount attributable to it (if any);

-share capital, in relation to a company, means - -

(a) in the case of a par value company, the aggregate par value of all the issued and outstanding par value shares of a company and the par value shares held by the company as treasury shares

(b) in the case of a public limited company, the sum of the amounts designated by the directors as share capital of all issued and outstanding shares of the company and of the shares held by the company as treasury shares,

and the amounts that may be transferred from surplus to share capital by resolution of the Directors from time to time;

-shareholder in relation to a company means a person whose name is entered in the list of members as the holder of one or more shares or partial shares of the company;

-Solvency test means a solvency test as defined in paragraph 67;

-special resolution means a special resolution of the members according to § 112;

-subsidiary in relation to a company, foreign company or other entity, as defined in Section 3(1)(c)

-surplus, in relation to an entity, means the surplus, if any, of the entity's total assets at the date of the determination over the sum of its total liabilities as recorded in its books, plus its share capital

-tax treaty means a contract or agreement between the Government of Seychelles and the Government of one or more other countries.

(a) in order to avoid double taxation and to prevent tax evasion in respect of income tax; or

(b) on the exchange of information on tax matters; and

-Treasury share refers to a share of a company that was previously issued but has been repurchased, redeemed or otherwise acquired by the company and not cancelled.

3.

Associated companies

(1) For the purposes of this Section -

Group, in relation to an undertaking (referred to in this paragraph as the -first company), is the first undertaking and any other undertaking which -
a parent company of the first company;
a subsidiary of the first company;
a subsidiary of a parent undertaking of the first undertaking; or
is a parent company of a subsidiary of the first company
parent company in relation to a company (referred to in this paragraph as the first company) another company, whether alone or under an agreement with one or more other persons,
legally or economically holds a majority of the issued shares of the first company;
has the power, directly or indirectly, to exercise or control the majority of the voting rights in the first company
has the right to appoint or remove the majority of the directors of the first company;
has the right to exercise a dominant influence over the management and control of the first undertaking.
Associated companies
-subsidiary, in relation to a company (referred to in this paragraph as -first company) , means a company whose first company is a parent company.
(2) For the purposes of this Act, a company is associated with another company if it is in the same group as the other company, and references to an -associated company shall be interpreted accordingly.

(3) For the purposes of paragraphs (1) and (2), the -Company shall include a foreign company and any other entity.

4.

Application of this law

This law applies to -

(a) an international trading company; and

(b) a former Act company.

PART II - FORMATION OF THE COMPANY

Subsection I - Types of international enterprises

5.

Definition of international companies

(1) An -international trading company is a company formed or continued or converted into a company under this Act and whose memorandum states that it is subject to the restrictions set out in subsection (2).

(2) An undertaking shall not -

(a) Subject Subsection(3) , to continue to conduct business in the following areas in Seychelles

(b) have a share of real estate located in Seychelles or a lease of real estate in Seychelles other than those referred to in paragraph 3(f);

(c) continue the banking business (as defined in the Financial Times).

Institutional Act) on or outside the Seychelles;

(d) conduct the insurance business (as defined in the insurance policy)

law) -

(i) the Seychelles; or

(i) outside Seychelles, unless it is licensed or otherwise legally permitted to do so under the laws of any country outside Seychelles where it conducts such business

(e) engage in international business services, international trust services or incorporation services (as defined in the International Corporate Service Providers Act (Cap 275)), except -

(i) to the extent permitted by the International Convention.

Corporate Service Providers Act (Cap 275) ; and

(i) in the case of carrying on such business outside Seychelles, if the company is licensed or otherwise legally permitted to do so under the laws of any country outside Seychelles where it carries on such business

(f) continue the securities business (as defined in the Securities).

law) -

(i) the Seychelles; or

(i) outside Seychelles, unless it is licensed or otherwise legally permitted to do so under the laws of any country outside Seychelles where it conducts such business

(g) operate as an investment fund (within the meaning of the Investment Funds and Hedge Funds Act), unless it is authorised or otherwise able to do so under the Investment Funds and Hedge Funds Act or under the laws of a recognised jurisdiction (within the meaning of the Investment Funds and Hedge Funds Act); or

(h) continue the gambling business (as defined in the Seychelles Gambling Act), including the interactive gambling business

(i) the Seychelles; or

(i) outside Seychelles, unless it is licensed or otherwise legally permitted to do so under the laws of any country outside Seychelles where it conducts such business

(3) For the purposes of paragraph (2) (a), a company shall not be treated as an operator in Seychelles simply because -

(a) it opens and maintains an account with a bank authorised under the Financial Institutions Act

(b) it uses the services of lawyers, solicitors, accountants, bookkeepers, international business services, international trustees, foundation services, investment fund administrators or managers, securities dealers, investment advisers or other similar persons operating in Seychelles

(c) establish or maintain its books and records within the limits of the laws and regulations in force in Seychelles;

(d) hold meetings of its directors or members or adopt written consent decisions of its directors or members in Seychelles;

(e) conclude or sign treaties in Seychelles and exercise in Seychelles all other powers necessary for the performance of its activities outside Seychelles;

(f) it holds shares, bonds or other securities in a company incorporated under this Act or in a body registered under the Companies Act

(g) it has interest or claims as a beneficiary of a foundation registered under the Act on Foundations

(h) it has an interest or entitlement as a beneficiary of a trust registered under the International Trust Law

(i) it has any interest in a company incorporated under the Limited Partnerships Act;

(j)it operates as a licensed investment fund under the Mutual Fund and HedgeFund Act;

(k) shares, bonds or other securities of the Company are held by a resident;

(l) it is listed on an approved stock exchange in accordance with the Securities Act;

((m) it holds a licence under the International Trade Zone Act; or

(n) subject to the provisions of the International Corporate Service Providers Act (Cap 275), all of its directors are residents of its territory.

4. A company may own or manage a vessel registered in Seychelles under the Merchant Shipping Act and the vessel may visit or be present in Seychelles waters provided that the company does not engage in any business in Seychelles, including fishing, chartering or tourism business with the vessel in contravention of Section 5(2)(a).

6.

Companies that can be founded or continued

(1) An ITC shall be formed or continued or converted into a company under this Act as -

(a) a public limited company;

(b) a limited liability company; or

(c) a public limited company with shares and guarantee.

(2) Subject to the provisions of this Act, an ITC may -

(a) a protected cell society; or

(b) a limited life company.

7.

Protected cell companies

A company is a protected cell company if -

(a) it has been incorporated or continued under this Act in accordance with Part XIII, including the acquisition of the enterprises which may be incorporated or continued the written consent of the Authority under section 221, which has not been revoked; and

(b) Its memorandum provides that it is a protected cell society.

8.

limited companies

A company is a limited liability company if its articles of association contain a provision that the company is to be dissolved and liquidated after a certain period of time -

(a) after the expiry of a specified period; or

(b) following the bankruptcy, death, expulsion, insanity, resignation or retirement of any member of the Company; or

(c) after the occurrence of another event other than the expiry of a specified period of time

Subsection II - Establishment of an enterprise

9.

Application for the establishment of a company

(1) Subject to subsection (2), an application for the formation of a company under this Act may be made to the Registrar by submission to the Registrar -

(a) a memorandum and articles complying with the requirements of this Act, signed by or on behalf of each subscriber pursuant to Sections 13 and 20

(b) an application for formation, in the approved form set out in Part I of the first schedule, signed by or on behalf of each party to the Memorandum and Articles of Association;

(c) if the company is to be established as a protected cell company, the written consent of the Authority pursuant to Section 221;

(d) the applicable formation fee as set out in Part I of the Second Annex; and (e) such other documents as may be required.

(2) An application for the formation of a company may only be made by its proposed registered representative.

(3) For the purposes of this section, the -proposed registered agent means the person named in the Memorandum as the first registered agent of the company.

10.

incorporation of a company

(1) If the Registrar determines that the requirements of this Act for the formation of a company are met, the Registrar shall, upon receipt of the documents submitted under Section 9(1), - - do the following

(a) register the documents;

(b) give the Company a unique registration number; and

(c) the company's certificate of incorporation in the approved form.

2. The instrument of incorporation shall be signed by the Registrar and sealed with the official seal.

11.

Effect of the foundation

(1) A certificate of incorporation issued under this Act shall be conclusive evidence of the following -

(a) that the company was incorporated under this Act; and

(b) that the requirements of this law in relation to the formation of the company are met.

(2) When establishing a company under this Act -

(a) the company is a legal person independent of its members and continues to exist until its dissolution

(b) the Memorandum and Articles of Association are binding between

(i) the entity and each member of the entity; and

(i) each member of the Society.

(3) The company, the board of directors, each director and member of a company shall have the rights, powers, duties and responsibilities set forth in this Act, except to the extent that they are denied or amended by the Memorandum or Articles of Association as permitted by this Act.

(4) The memorandum and articles of association of a company shall have no effect if they are contrary to or incompatible with this Act.

12.

Annual fee

(1) Each company entered in the register shall pay to the Registrar on or before the date of each anniversary of its formation, continuation or transformation under this Act the annual fee specified in Part I of the second schedule.

(2) Payment pursuant to paragraph (1) shall be made by the Company through its registered agent.

(3) If the annual fee referred to in paragraph (1) is not paid by the date referred to in that paragraph, the amount of the annual fee shall be increased by ten percent.

(4) If the Company does not pay the amount due as the increased annual fee pursuant to paragraph (3) within 90 days of the due date, the amount of the annual fee shall be increased by fifty percent.

13.

Articles of Association of the Company

(1) The articles of association of a company shall -

(a) indicate the full name and address of each Participant; and

(b) be printed and signed by or on behalf of each Participant in the presence of at least one witness, who shall authenticate the signature and add his own name and address.

(2) For the purposes of paragraph (1), the only participant signing a company's memorandum may be its proposed registered agent, who is not required to become a member of the company at its formation.

14.

Content of the Articles of Association

The articles of association of a company must state -

(a) the name of the company;

(b) the address of the registered company in Seychelles.

(c) whether the entity -

(i) a limited liability company

(i) a guarantee company; or

(iii) a limited liability company by shares and guarantee;

(d) The name and address of the registered agent of the Company at the time of the Memorandum;

(e) the provisions set out in Section 5(2) of this Act

(f) otherwise, as required by this Act

15.

Memorandum of the company with shares

In the case of a limited liability company or a company otherwise authorised to issue shares, the memorandum and articles of association must contain the following

(a) if it is a par value company, the authorised capital with which the company is to be registered and the number of shares of fixed par value in each class comprising the authorised capital

(b) if it is a public limited company, the authorised capital with which the company is to be registered and the limit (if any) on the number of shares of each class that the company is to be authorised to issue;

(c) that a Member's liability arising out of the holding of a Share by the Member is limited to the amount (if any) unpaid in respect of that Share; and

(d) the classes of shares which the company is authorised to issue and, where the company is authorised to issue two or more classes of shares, the rights, privileges, restrictions and conditions attaching to each class of shares.

16.

Memorandum of the company with guarantee members

(1) Where a company is to be incorporated in a memorandum providing for guarantee members, the memorandum shall state that each guarantee member shall be required to contribute to the assets of the company if it is to be wound up during its membership or within 12 months after it ceases to hold office, by a fixed amount necessary for the purposes set out in paragraph (2) but not exceeding a maximum amount to be determined in the memorandum in respect of that member.

(2) The purposes to which subsection (1) refers are -

(a) Payment of the debts and liabilities of the Society incurred before the withdrawal of members;

(b) the payment of costs, fees and expenses for settlement; and

(c) adjustment of the rights of contributors among themselves.

3. In the case of a public limited liability company with shares and a guarantee, the statutes -

(a) require a guarantor to be a shareholder; or

(b) prohibit a guarantor from also being a shareholder.

(4) If the articles of association of a public limited company and the guarantee referred to in paragraph (3) do not contain any provisions, a guarantor may also be a shareholder.

5. A limited liability company may not amend its memorandum and articles of association in accordance with Subsection III of this Part to change its status to a limited liability company or a limited liability and guarantee company unless -

(a) there is no unpaid liability for any of the shares issued

and

(b) the proposed amended memorandum of the Company and the change of status, including the proposed cancellation of shares, has been approved by unanimous resolution of the members or, if permitted by their memorandum, by an ordinary resolution

17.

The memorandum can specify objects

(1) The Articles of Association may define the objectives of the Company and provide that the activities of the Company shall be limited to the achievement or promotion of the said objectives.

(2) If -

(a) the memorandum and articles of association do not list the objects of the company

(b) the object is specified but the activity of the entity is not limited to the achievement or promotion of those objectives; or

(c) the Memorandum contains a statement, either alone or with other purposes, that the object of the company is to engage in any act or activity which is not prohibited under any law in force in Seychelles for the time being.
The object of the Company, subject to any limitations in the Memorandum, includes all acts or activities which are not prohibited under applicable law in Seychelles for the time being and the Company has full power and authority to perform or carry out such acts or activities.

18.

Memorandum or Articles of Association of a limited liability company

When a company should be liquidated and dissolved at -

(a) the expiry of a period; or

(b) the occurrence of another event,

That period or event shall be specified in the memorandum or articles of association of the company.

19.

Language of the memorandum

(1) Subject to paragraph 2, the Memorandum and Articles of Association shall be drawn up in English or French or in any other official language of Seychelles.

(2) If the language of the Memorandum is other than English or French, the Memorandum shall be accompanied by a translation into English or French which shall be certified as true and correct by the proposed registered representative of the company.

(3) The registered representative may not issue a certificate under paragraph (2) unless the translation has been requested or certified by a recognised translator.

20.

Articles of Association

(1) The articles of association of a company should contain provisions for the company.

2. The statutes of a company shall be printed and signed by or on behalf of each subscriber in the presence of at least one witness, who shall authenticate the signature and add his own name and address.

(3) For the purposes of paragraph (2), the only participant who signs the statutes of a company may be its proposed registered agent, who is not obliged to become a member of the company at its formation.

21.

Language of the articles

(1) Subject to paragraph (2), the statutes of a company shall be in English or French or in any other official language of any country.

2. Where the language of the statutes of a company is other than English or French, applications shall be accompanied by a translation into English or French certified as true and correct by the proposed registered agent of the company.

(3) The registered representative may not issue a certificate under paragraph (2) unless the translation has been requested or certified by a recognised translator.

Subsection III - Amendment and recasting of memorandum or articles

22.

Amendment of the Memorandum or Articles of Association

1. Subject to this Section and Section 23, the memorandum and articles of association of a company may be amended by -

(a) an ordinary resolution; or

(b) a resolution of the Directors.

2. The memorandum and articles of association of a company may not be amended -

(a) by a resolution of the Directors alone, where this Act requires that the proposed amendment be approved by resolution of the Members; or

(b) by a resolution of directors or members alone, if this Act requires that the proposed amendment also be approved by the Court.

(3) Subject to paragraph (4), the Memorandum may contain one or more of the following provisions -

(a) that certain provisions of the Memorandum or Articles of Association cannot be amended

(b) that the Memorandum or Articles of Association or certain provisions of the Memorandum or Articles of Association may be amended only if certain conditions are met;

(c) that all or any of the provisions of the Memorandum or Articles of Association may be amended only by a resolution of the Members;

(d) that a decision taken by a specified majority of members representing more than fifty percent of the votes of the members entitled to vote is necessary to amend the constitution or certain provisions of the constitution or the statutes.

(4) Paragraphs (3)(a) and (b) shall not apply to a provision in the memorandum and articles of association of a company which limits the objects of that company.

5. Notwithstanding any provision to the contrary in the memorandum and articles of association of a company, the directors of the company shall not be authorised to amend the memorandum and articles of association -

(a) restrict the rights or powers of the members to amend the Memorandum or Articles of Association

(b) change the percentage of members required to take a decision to amend the Memorandum or Articles of Association; or

(c) in cases where the memorandum or articles of association cannot be amended by the members and any resolution of the directors of a company is null and void and of no effect to the extent that it is in breach of this subsection

23.

Registration of amendments to the Memorandum or Articles of Association

(1) If it is decided to amend the statutes of a company, the company shall submit for registration a certified copy or an extract from the resolution approving the amendment of its statutes in accordance with paragraph (2).

(2) With respect to the certified copy or extract of the resolution referred to in paragraph (1), an extract from the resolution shall be certified as a true copy and signed by the registered representative of the company.

(3) An amendment to the Memorandum or Articles of Association shall not take effect until the certified copy or the certified extract referred to in subsection (1) is registered by the Registrar.

24.

Adapted memorandum or article

1. A company may, at any time, submit to the Registrar an adapted memorandum or articles of association.

(2) An adapted memorandum or article submitted pursuant to subsection (1) may include only those amendments that have been registered under section 1.

(3) If a company files an amended memorandum or articles of association pursuant to paragraph (1), the amended memorandum or articles of association shall take effect as a memorandum or articles of association of the company from the date on which it is registered by the Registrar.

(4) The Registrar is not required to verify whether an amended Memorandum or Articles filed under this Section contains all or only those amendments registered under Section 23.

(5) It is not mandatory that an adapted memorandum or articles submitted under paragraph (1) be signed by the original subscriber.

PART III - COMPANY NAMES

25.

Requirements of the names

(1) Subject to paragraph (2), the name of a company shall end with - (a) the word -Limited, -Corporation or -Incorporated ; or (b) the abbreviation -Ltd, -Corp or -Inc .

2. The name of a protected cell company shall end with the words

-Protected Cell Company or with the abbreviation -PCC .

(3) A company may use either the full or abbreviated form of a word or words required as part of its name under this section and may be legally named.

(4 ) If the abbreviation -Ltd, -Corp, -Inc or -PCC is used as part of the company name, a full stop may be added at the end of the abbreviation.

5. A protected cell undertaking shall assign a unique name to each of its cells, which shall -

(a) distinguishes the cell from any other cell in the entity; and

(b) ends with the words -Protected Cell or with the abbreviation -PC .

(6) Subject to subsection (7) and notwithstanding subsection (1), a former Act company may retain any name, including an addition designating limited liability, that was permitted under the former Act.

(7) If a former company under the Act changes its name on or after the entry into force of the Act, it shall comply with paragraph (1).

26.

Restrictions for company names

A company shall not be registered, on its formation, continuation, conversion, merger or consolidation, under a name which -

(a) is identical with the name under which another company is registered under this Act

(b) is so similar to the name under which another company is registered under this Act that the Registrar considers that the use of that name would be likely to cause confusion or mislead

(c) contains a prohibited word, phrase or abbreviation as set out in Part I of the Third Annex;

(d) contains a restricted word, phrase or acronym referred to in Part II of the Third List, unless the Registrar and any other regulatory authority whose approval is required under Seychelles law has given its prior written consent.

(e) in the opinion of the Registrar

(i) proposes or is calculated to propose sponsorship or any association with the Government of Seychelles or the Government of any other country; or restriction of company names
(i) in any way offensive, misleading, indecent or contrary to public policy or the public interest

27.

Rights and interests in names

Nothing in this Part shall require the Registrar, when deciding whether to form, continue or convert a company under a name, register a change of name, or order a change of name, to require that -

(a) take a decision on a person's interest in a name or on a person's rights in a name or in the use of a name, whether such interest or rights are to arise under the law of Seychelles or under a law of any jurisdiction other than Seychelles; or

(b) the taking into consideration of trademarks or equivalent rights, whether registered in Seychelles or in a country other than Seychelles.

(2) Subsection (1) shall not preclude the Registrar from taking into account all the matters referred to in that subsection when deciding whether, in his opinion, the registration of a company name is inadmissible or contrary to public policy or the public interest.

(3) The registration of a company under this Act under a company name shall not give the company any interest or rights in the name which it would not have except for this Part.

28.

Language of company names

Subject to sections 25, 26 and 31 of this Act and the requirements of the Fourth Schedule -

(a) the name of an entity may be specified in any language; and

(b) if the name of a company is in English or French, it may contain an additional name for foreign characters.

29.

Reservation of names

(1) Subject to this section, the Registrar may, at the request of a person authorised to provide international corporate services under the International Corporate Service Providers Act (Cap 275), reserve a name for 30 days for future acceptance by a company under that Act.

2. The Registrar may refuse to reserve a name if he is not satisfied that the name is consistent with this Part in relation to the company or proposed business.

(3) After the expiry of the 30-day period referred to in paragraph (1), the Registrar may, on payment of the fee referred to in Part II of the Second List, continue to reserve the name for future acceptance by an undertaking under this Act for each subsequent 30-day period.

30.

Change of name

(1) Subject to its memorandum and articles of association, a company may apply to the Registrar to change its name or its name for foreign persons by amending its memorandum and articles of association in accordance with sections 22 and 23.

(2) If a company intends to change its name or its foreign company name, Section 26 shall apply to the name under which the company intends to change its name.

(3) If a company applies to change its name or its name for foreign persons, the Registrar shall, in compliance with the provisions of the company

22 and 23, and if it is satisfied that the proposed new name or the new foreign designation of the company complies with section 26 -

(a) enter the new name in the Register in place of the previous name; and

(b) issue the company with a certificate confirming the change of name.

31 —

(4) A change in the name of an entity under this section or subsection.

(a) takes effect from the date of the certificate of change of name issued by the Registrar; and

(b) does not affect any rights or obligations of the entity or render legal proceedings by or against it defective, and any legal proceedings that could have been continued or commenced against it under its former name may be continued or commenced under its new name.

31.

Authorization to change the name

(1) Where a company has been incorporated, continued or converted into a company under this Act with a name which in the opinion of the Registrar does not comply with Sections 25 or 26, the Registrar may-

(a) within two years of that date, instruct the undertaking by written notice to submit an application to change its name or its foreign trade mark name on or before a date specified in the notice which shall be at least 30 days after the date of the notice; or

(b) refer the matter to the Court, and the Court may make an order changing the name of the company or its foreign name or requiring the company to change that name to a name acceptable to the Registrar, under such conditions as the Court considers appropriate.

(2) If a company that has received a notification under paragraph (1)(a) does not submit a request on or before the date specified in the notification to change its name to a name acceptable to the Registrar, the Registrar may revoke the name of the company and assign it a new name acceptable to the Registrar.

(3) If the Registrar assigns a new name to a company under paragraph (2) or by order of the court under paragraph (1) (b), he shall -

(a) enter the new name in the Register in place of the previous name

(b) issue the company with a certificate confirming the change of name;

and

(c) publish the change of name in the Official Journal.

(4) A company that fails to comply with an instruction set forth in this Section within the time period specified by the Registrar under subsection (1)(a) shall be guilty of a criminal offense and shall be liable to a fine not exceeding US$10,000 by reason of conviction.

32.

Reuse of the company name

The Registrar may permit the re-use of company names listed in the Fifth List.

PART IV - CAPACITIES AND POWERS OF THE UNDERTAKING

33.

Capacities and powers

(1) Subject to this Act, any other written law and its statutes, a company, irrespective of the benefit to the company, -

(a) the full capacity to carry on or perform a business or activity, to take an action or enter into a transaction; and

(b) for the purposes of paragraph (a), full rights, powers and privileges.

(2) Without limiting the generality of subsection (1), subject to its Memorandum and Articles of Association, subsection (3) and section 48 (Prohibited Bearer Shares), the powers of a company include the power to

Capacity and powers

(a) issue and redemption of shares and holding of treasury shares;

(b) to grant options on unissued shares of the Company and treasury shares

(c) issue securities convertible into shares;

(d) to provide financial assistance to any person in connection with the acquisition of its own shares;

(e) issue bonds of any kind and grant options, warrants and rights to acquire bonds;

(f) guarantee any liability or obligation of any person and secure all obligations by mortgage, pledge or other charge on any of its assets for that purpose; and

(g) protect the assets of the Company for the benefit of the Company, its creditors and its members and, at the discretion of the Directors, for any person having a direct or indirect interest in the Company.

(3) Paragraphs (a), (b), (c) and (d) of paragraph (2) shall not apply to the limited liability company.

(4) For the purposes of paragraph (2)(g), the Directors may cause the company to transfer all its assets in trust to one or more trustees, each of whom may be an individual, company, association, partnership, foundation or similar entity, and in respect of such transfer the Directors may provide that the company, its creditors, its members or any person having a direct or indirect interest in the company or any of them may be the beneficiaries of the trust.

(5) The rights or interests of an existing or subsequent creditor of the Company in any of the assets of the Company shall not be affected by a transfer pursuant to paragraph (4), and such rights or interests may be asserted against a transferee in such a transfer.

34.

Validity of actions of the company

(1) Subject to paragraph (2), no act of a company and no transfer of an asset by or to a company shall be void merely because the company did not have the capacity, right or authority to perform the act or to transfer or receive the asset.

(2) The lack or alleged lack of capacity, right or power of an entity to perform an act or to transfer or receive an asset may be invoked -

(a) in any proceedings brought by a member or director against the Company to prohibit the performance of any act or disposal of property by or to the Company; and

(b) in proceedings brought by the Company, whether directly or through a liquidator or other legal representative or by members of the Company in a representative capacity, against the incumbent or former directors or other officers of the Company for loss or damage caused by their unauthorised act.

(3) This section applies to companies incorporated before, on or after the entry into force of the Act, but this section does not affect the capacity of a former Act company in respect of anything done before the entry into force of this section.

35.

Personal liability

(1) Subject to paragraph 2 and subject to liability for its own conduct or acts, no director, agent or liquidator of a company shall be liable for any debt, obligation or default of the company unless -

(a) it is proved that he acted fraudulently or otherwise with malicious intent; or

(b) expressly provided for in this Act or in any other written law of Seychelles

(2) If at any time there is no member of a company, any person who does business in the name or on behalf of the company shall be personally liable for the payment of all debts of the company agreed during that period and the person may be sued in this respect without involvement in the proceedings of any other person.

36.

transactions between a company and other persons

(1) A company or a guarantor of an obligation of a company may not assert itself against a person dealing with the company or against a person who has acquired assets, rights or interests from the company which -

(a) this law or the memorandum or articles of association of the company has not been complied with

(b) a person who is registered as a director in the commercial register of the company.

Directors -

(i) is not a director of the Company

(i) was not duly appointed as a director of the Company; or

(iii) is not empowered to exercise a power which a director of a company carrying on business of the type exercised by the company is normally entitled to exercise;

(c) a person exercised by the company as director, employee or agent of the company -

(i) was not duly appointed; or

(i) is not authorised to exercise a power which a director, employee or agent of an undertaking carrying on business of the type normally exercised by the undertaking is authorised to exercise

(d) a person who is exercised by the Company as a director, employee or agent of the Company with authority to exercise a power which a director, employee or agent of a company carrying on business of the type exercised by the Company would not normally be entitled to exercise; or

(e) a document issued in the name of a company by a director, employee or agent of the company who has actual or customary authority to issue the document is not valid or is not genuine, unless that person has or ought to have knowledge of the facts referred to in any of points (a) to (e) by virtue of his relationship with the company.

(2) Paragraph (1) shall also apply where a person of the type referred to in paragraphs (b) to (e) of this subsection acts fraudulently or forges a document which appears to be signed on behalf of the company, unless the person dealing with the company or with a person who has acquired assets, rights or interests from the company has actual knowledge of the fraud or forgery.

37.

Contracts in general

(1) A contract may be entered into by an entity - as follows

(a) a contract which, when entered into between individuals, is prescribed by law and is made in writing by deed or seal, is validly concluded by a company as a deed or sealed instrument, if it is -

(i) sealed with the common seal of the undertaking and witnessed by a director of the undertaking or other person authorised by the memorandum and articles of association to witness the application of the seal of the undertaking; or

(i) expressed as or on behalf of the company and expressed as or otherwise made clear that it is to be a document and signed by any person acting under the express or implied authority of the company

(b) a contract which, if entered into between individuals, would be required by law to be in writing and signed by the parties, may be in writing by or on behalf of the Company and may be signed by any person acting under the express or implied authority of the Company; and

(c) a contract which, if entered into between individuals, although entered into orally and not limited to writing, would be valid, may be entered into orally by or on behalf of the Company by any person acting under the express or implied authority of the Company

(2) Any contract concluded under this Section may be amended or performed in the same manner as authorised by this Section.

(3) An agreement entered into under this section shall be valid and binding on the Company and its successors and all other parties to the agreement, their heirs, executors or administrators.

38.

Pre-formation agreements

(1) A person who concludes a contract in the name or on behalf of a company before the company is formed is personally bound by the benefits of the contract, is liable for them and is entitled to them, unless -

(a) the contract expressly provides otherwise; or

(b) unless the contract provides otherwise, the company shall ratify the contract in accordance with paragraph (2).

2. A company may, by any act or omission which expresses its intention to be bound by a contract concluded in its name or on its behalf before its formation, ratify the contract after its formation.

(3) If an enterprise ratifies a treaty in accordance with paragraph (2) -

(a) the entity is bound by, liable for and entitled to the benefits of the contract as if the entity had been incorporated and had joined the contract at the date of the contract; and

(b) unless the contract provides otherwise, the person who acted in the name of or on behalf of the company is no longer personally bound by the benefits of the contract, is liable under the contract or is entitled to them.

39.

Proxies

1. Subject to its statutes, a company may, by a written document, appoint a person as its representative either generally or in respect of a specific matter.

(2) The Company shall be bound by the act of a lawyer appointed under subsection (1) in accordance with the deed by which he was appointed.

(3) An instrument appointing a lawyer under subsection (1) may either -

(a) executed in the form of a deed; or

(b) signed by a person acting under the express or implied authority of the entity.

40.

Company seal

(1) A company may have a common seal.

(2) A company that has a common seal must display its name in legible letters on that seal.

(3) A company that has a common seal may have duplicate common seals.

41.

Authentication or certification

A document requiring authentication or certification by a company may be signed by a director, secretary or authorized representative of the company and need not be under its common seal.

PART V - SHARES PART I - GENERAL

42.

Type of shares

A share in a company is movable property.

43.

Share rights

(1) Subject to paragraphs (2) and (3), a share in a company shall transfer to the holder -

(a) the right to a vote in a meeting of the members of the Society or in a resolution of the members of the Society

(b) the right to an equal share of any dividend paid under this Act; and

(c) the right to an equal share in the distribution of the surplus assets of the company.

(2) If expressly approved in its Memorandum pursuant to § 15, but subject to § 48 (bearer shares prohibited), a company -

(a) may issue more than one class of shares; and

(b) may issue shares under conditions which cancel, amend or supplement the rights referred to in paragraph (1).

(3) Without limiting the generality of subsection (2)(b), but subject to section 48 (Prohibition of bearer shares), shares of a company may -

(a) subject to the provisions of this Act, be repayable

(b) not to transfer rights or privileges to distributions;

(c) confer special, limited or conditional rights, including voting rights;

(d) not confer any voting rights;

(e) have an interest only in certain assets of the Company;

(f) when issued in or converted into a class or series, may be converted into another class or series in the manner prescribed by the Articles of Incorporation.

44.

Distinguishing numbers

The shares of a company with a share capital divided into shares shall each be identified by an appropriate number, except that if at any time all issued shares of the company or all issued shares of the company of a particular class are fully paid up and have the same rights in all respects, none of these shares need have a separate number.

45.

series of shares

Subject to the memorandum and articles of association, a company may issue a class of shares in one or more series.

46.

Nominal value and no-par shares

(1) Subject to the articles of association of a company and paragraph (2), a share may be issued as par value shares or as no-par value shares.

(2) A company has no share capital consisting of shares comprising par value shares and no-par value shares.

3. Subject to the statutes of a company, a par value share may be issued in any currency.

47.

Fraction of shares

(1) Subject to its memorandum and articles of association, a company may issue fractional amounts.

(2) Unless otherwise provided in the articles of incorporation of a company, a fractional share shall be subject to the appropriate fractions of liabilities (whether in respect of par value, premium, contribution, deposit, call or otherwise , restrictions, preferences, privileges, qualifications, limitations, rights and other attributes of a whole share of the same class of shares; and in this Act the term "shares" includes a fraction of a share and no issue or purported issue of a fraction of a share shall be invalid merely because it was issued or purportedly issued before the Act came into force.

3. The nominal value of a par value share may be expressed in an amount corresponding to a fraction or a percentage of the smallest denomination of the currency in which it is issued.

48.

Prohibited bearer shares

A company has no power for -

(a) issue one bearer share;

(b) conversion of a registered share into a bearer share;

(c) to convert a registered share into a bearer share; or

(d) convert all other securities into bearer shares or exchange other securities for bearer shares.

Subsection II - Issuance of shares

49.

issue of shares

Subject to the provisions of this Act and its Articles of Association, shares in a company may be issued and options to acquire shares in a company may be granted to such persons at such times for consideration and on such terms as the Directors may determine.

50.

Consideration for shares

(1) Subject to paragraphs (2) and (3), a Share may be issued for consideration in any form, including money, a promissory note or other written commitment to contribute money or property, immovable property, movable property (including goodwill and know-how) , services rendered or a contract for future services.

(2) Subject to § 55, the consideration for a par value share may not be less than the par value of the share.

3. Save as otherwise provided in its memorandum and articles of association, a company may

(a) issue bonus shares, partly paid shares and unpaid shares; and

(b) accept payment of consideration for a Share in such instalments and at such times after the issue of the Share as the Company may approve.

(4) If a share is issued contrary to paragraph (2), the person to whom the share is issued is obliged to pay the company an amount equal to the difference between the issue price and the nominal value.

(5) If a par value company issues a par value share, the consideration for the share shall be the share capital at par and the surplus shall be the surplus.

6. Subject to any limitations in its memorandum or articles of association, where a company issues no-par value shares, the consideration for the share shall constitute share capital to the extent determined by the directors and the surplus shall constitute surplus, except that the directors shall determine as share capital an amount of the consideration at least equal to the amount to which the share is entitled on liquidation as preference, if any, in the assets of the company.

51.

Provision for different amounts payable on shares

A company, if it is authorised to do so by its articles of association, may -

(a) make arrangements for the issue of shares in exchange for a difference between shareholders in the amount and timing of payments of calls or instalments payable on their shares

(b) accept from a shareholder all or any part of the amount that remains unpaid in respect of the shares held by him/her, even though no part of that amount has been claimed or is due; and

(c) pay dividends in proportion to the amount paid up for each share, if some shares are paid up more than others.

52.

Shares issued for consideration other than in cash

(1) Before issuing shares for consideration other than cash

(in whole or in part), the Directors shall pass a resolution on -

(a) the amount to be credited for the issue of the shares

(b) its determination of the appropriate present value of the consideration in kind for the issue; and

(c) that, in its opinion, the present value of the non-cash consideration and cash consideration (if any) for the issue is not less than the amount credited for the issue of the shares.

(2) Paragraph (1) shall not apply to the issue of bonus shares.

53.

date of issuance

A share is considered issued when the name of the shareholder is entered in the register of members of the issuing company.

54.

Consent to the issue of certain shares

The issue of a share by a company that -

(a) increases a person's liability to the company; or

(b) imposes a new liability on any person to the Company is void unless that person or an authorised representative of that person agrees in writing to become the holder of the Share.

55.

Authority to issue shares at a discount

(1 ) For the purposes of this section, 'issue at a discount', in relation to a par value share, means issue for consideration less than the par value of the share.

(2) Subject to the provisions of this section, it is lawful for a par value company to issue, at a discount, shares of the Company in a class already issued.

(3) No shares may be issued at a discount in accordance with paragraph (2).

unless -

(a) the proposed issue of shares was issued at a discount -

(i) approved by resolution of the members of the Society; and

(i) be sanctioned by the court

(b) they are par value shares;

(c) the resolution specifies the maximum discount rate at which the shares are to be issued;

(d) at least one year has passed at the time of issue since the date on which the company was authorised to commence business; and

(e) the shares to be issued at a discount are issued within three months of the date the court approves the issue or within an extended period permitted by the court.

(4) If a company has taken a decision authorising the issue of shares at a discount, it may apply to the court for a decision authorising the issue.

5. On application to the court or tribunal referred to in paragraph 4, the court or tribunal may, if it considers it appropriate having regard to all the circumstances of the case, make an order authorising the question under such conditions as it considers appropriate.

(6) A company that violates paragraph (3) shall be guilty of a criminal offence and shall be liable to a fine not exceeding US$25,000.

56.

Authority of the company to pay commissions

(1) A company shall have the power, and shall always be deemed to have the power, to pay a commission to any person in consideration of his subscription or commitment to subscribe (absolutely or conditionally) for shares in the company, or to procure or promise to procure subscriptions (absolutely or conditionally) for shares in the company, where payment of the commission is authorised by the articles of association of the company.

(2) A seller, promoter or other person receiving payments in cash or shares from an undertaking shall have the power to apply part of the monies or shares so received as payment of a commission the payment of which, if made directly by the undertaking, would have been lawful under paragraph (1).

57.

Subscription right

(1) Paragraphs (2) to (4) shall apply to a company where the memorandum or articles of association of the company expressly provide that this section shall apply to the company, but not otherwise.

(2) Prior to the issuance of shares which are, in respect of voting rights or distribution rights or both, equivalent to or prior to shares already issued by the Company, the Directors must offer the shares to existing shareholders in such a way that, if the offer is accepted by those shareholders, the existing voting or distribution rights or both of those shareholders will be maintained.

(3) Shares offered to existing shareholders in accordance with paragraph (2) shall be offered at the price and under the conditions at which the shares are to be offered to other persons.

(4) An offer pursuant to paragraph (2) must remain open for acceptance for a period of at least 21 days.

5. Nothing in this Section shall prevent the memorandum and articles of association of a company from amending the provisions of this Section or from laying down other provisions relating to pre-emptive rights.

58.

Share certificates

1. A company shall state in its articles of association under which circumstances, if any, share certificates are to be issued.

(2) If a company issues share certificates, the certificates -

(a) becomes, subject to the Memorandum and Articles of Association

Article signed by -

(i) at least one director of the company; or

(i) any other person who may be authorised by resolution of the Directors to sign share certificates; or

(b) be under the common seal of the Company, with or without the signature of a director of the Company

and the statutes may provide that the signatures or common seal must be facsimiles.

Subsection III - Transfer of shares

59.

Transferability of shares

Subject to any limitations or restrictions on the transfer of shares in the Memorandum or Articles, a share in a company is transferable.

60.

Transfer of the share of the deceased member by the personal representative

A transfer of the interest of a deceased member of a company by the personal representative of the deceased member, although the personal representative is not a member of the company, is valid as if the personal representative had been a member at the time of enforcement of the deed of transfer.

61.

Transmission by law

Shares in a company may be transferred by operation of law, notwithstanding any provisions to the contrary in the memorandum and articles of association of the company.

62.

transfer of shares

(1) Subject to paragraphs 2 and 3 and § 66, registered shares in a company shall be transferred by means of a written transfer document -

(a) signed by the transferor;

(b) signed by the transferee; and

(c) the name and address of the transferee.

(2) Where expressly permitted by the memorandum and articles of association of a company, but subject to paragraph (3), the registered shares of the company shall be transferred by means of a written instrument of transfer signed by the transferor containing the name and address of the transferee, provided that a written instrument of transfer to which this paragraph applies shall not be invalidated if signed by both the transferee and the transferor.

(3) The transfer document shall be signed by the transferee (as well as the transferor) if -

(a) the unit is not fully paid up; or

(b) registration as a holder of the share otherwise results in the transferee being liable to the company.

(4) The certificate of transfer of a registered share shall be sent to the Company for registration.

(5) Subject to its Memorandum and Articles of Association and Section 63, upon receipt of a certificate of transfer, the Company shall enter the name of the transferee of the Share in the register of members, unless the Directors decide to refuse or delay registration of the transfer for reasons to be stated in the resolution.

63.

Refusal to register the transfer

(1) The directors may not take a resolution refusing or delaying the registration of a transfer unless permitted by this Act or the Articles of Incorporation.

(2) When the directors take a decision under subsection (1), the company shall as soon as possible give written notice of the refusal or delay to the transferor and the transferee.

3. Subject to the memorandum or articles of association of a company, the directors may refuse or delay the registration of a transfer of shares if the transferor has not paid an amount due in respect of those shares.

(4) Notwithstanding the provisions of the Articles of Association, but subject to Section 66, a company may not register a transfer of shares in the company unless a written transfer certificate has been delivered to it in accordance with Section 62(1).

64.

Loss of the deed of transfer

If the directors of a company are satisfied that a certificate of transfer of registered shares has been signed but that the certificate has been lost or destroyed, they may resolve -

(a) accept such evidence of the transfer of shares as they deem appropriate; and

(b) that the name of the transferee should be entered in the register of members notwithstanding the absence of the transfer document.

65.

Date of transfer of the share

Subject to the provisions of this subsection, the transfer of a share shall be effective when the name of the transferee is entered in the register of members.

66.

Transfer of securities by clearing houses and investment firms

(1) In this section -

(a) -approved rules means the rules and procedures of a clearing house, a recognised foreign clearing house, a securities depository or a recognised foreign securities depository in relation to the transfer of ownership of securities that have been approved in writing by the Authority under the Agreement

Securities Act or by a recognised foreign supervisory authority;

(b) -clearing agency means a licensed clearing house

in accordance with the Securities Act;

(c) -recognised foreign clearing agency means an entity licensed by a recognised foreign supervisory authority whose licensed business includes the provision of clearing or settlement services or both in relation to securities transactions;

(d) -recognised foreign regulatory authorities authority means

which are defined in the Securities Act;

(e) -recognised foreign securities facility means an entity licensed by a recognised foreign supervisory authority whose licensed business includes the provision of securities registration services or securities custody services, including a central securities depository for the settlement of securities transactions

(f) -recognised foreign securities exchange means

which are defined in the Securities Act;

(g) -securities facility means a securities lending arrangement authorised under the Securities Act; and

(h) -Seychelles Securities Exchange means a licensed

Stock exchange in accordance with the Securities Act.

(2) Subject to paragraph (3), securities issued by a company listed on a stock exchange in Seychelles or on a recognised foreign stock exchange may be

(a) be issued in electronic form;

(b) converted from physical form into electronic form or vice versa;

(c) transmitted by electronic means.

(3) Notwithstanding any other provision of this Act or any other written law, the method of transferring ownership of securities deposited with or settled through a clearing house, a recognized foreign clearing house, a securities depository or a recognized foreign securities depository shall be a transfer in accordance with the approved rules.

(4) Paragraph (3) is without prejudice to the right of a person to apply to the court for a declaration or other order concerning the ownership or transfer of securities.

Subsection IV - Distributions

67.

Importance of a solvency test

(1) For the purposes of this Act, an undertaking shall satisfy the solvency test if -

(a) the entity is able to repay its debts when they fall due

and

(b) the value of the assets of the company is greater than the value of the assets of the company.

(2) In determining whether the value of the assets of a company

above the value of their liabilities, the directors -

(a) must take into account -

(i) the most recent financial statements of the entity; and

(i) any other circumstances which the Directors know or ought to know affect or may affect the value of the assets of the Company and the value of the liabilities of the Company; and

(b) may rely on measurements of assets or estimates of liabilities that are appropriate in the circumstances.

(3) This section applies to cells and nuclei from protected cell companies as if references to companies were references to cells or nuclei from protected cell companies.

68.

Importance of distribution

(1 ) In this Act, but subject to the provisions of this Part,

distribution, in relation to a distribution by a company to a member, means - -

(a) the direct or indirect transfer to or for the benefit of the member of an asset other than the entity's own shares; or

(b) the incurrence of a debt to or for the benefit of a member, in respect of shares held by a shareholder or claims to distributions.

of a member who is not a shareholder, and whether the purchase

an asset, the purchase, redemption or other acquisition of shares, a transfer of debt or otherwise, and includes a dividend

(2) -Distribution does not contain -

(a) a distribution by way of distribution of assets to the members of the company on its dissolution

(b) a distribution of assets to the members of a cell of a protected cell society during and for the purposes of insolvency proceedings; or

(c) a distribution of assets to members of a cell of a protected cell society during and for the purpose of terminating the cell.

69.

Importance of dividend

(1) In this Act -dividend means any distribution of the assets of a company to its members, with the exception of distributions of -

(a) an issue of shares as wholly or partly paid-up bonus shares

(b) a redemption or purchase of the Company's own shares or financial assistance for a purchase of own shares

(c) a reduction in the share capital.

(2) For the avoidance of doubt, a dividend may be paid in the form of cash or other assets.

70.

Distributions

1. Subject to this Subsection and any other requirements imposed by the memorandum and articles of association of the company, the directors of a company (other than a protected cell company) may, by resolution, authorise a distribution by the company to its members at such time and in such amount as they consider appropriate, if they have reasonable grounds to believe that the company satisfies the solvency test immediately after the distribution.

(2) A resolution of the directors pursuant to paragraph (1) must include a statement that the directors consider the company to satisfy the solvency test immediately after the distribution.

71.

Cellular and non-cellular distributions by protected cell company

(1) Subject to Section 72 and other requirements arising from the Memorandum or Articles of Association of the company, the directors of a protected cell company may at any time authorise a distribution in respect of a cell (-cellular distribution ) if they are satisfied on reasonable grounds that immediately after the distribution the protected cell company will meet the solvency test as set out in paragraph (2).

(2) In determining whether a protected cell society satisfies the solvency test referred to in paragraph (1) for the purpose of establishing a cellular distribution in respect of a cell, no account shall be taken of -

(a) the assets and liabilities attributable to another cell of the entity; or

(b) non-cellular assets and liabilities of the entity.

(3) Subject to Section 72 and other requirements arising from the Memorandum or Articles of Association of the company, the directors of a protected cell company may at any time authorise a distribution in respect of its non-cellular assets and liabilities (a -non-cellular distribution ) if they are reasonably satisfied that, immediately after the distribution, the protected cell company will satisfy the solvency test as applicable under paragraph (4).

(4) In determining whether a protected cell entity satisfies the solvency test set out in paragraph (3) for the purpose of producing a non-cellular distribution, the assets and liabilities of a cell of the protected cell entity shall not be taken into account, except in the case of a liability under Part XIII, Subpart IV, whereby the non-cellular assets of the protected cell entity may be used to satisfy a liability attributable to a cell of a protected cell entity.

72.

Recovery of distributions made when the company has failed the solvency test

1. Where a distribution has been made by a company to a member and the company has not satisfied the solvency test immediately after the distribution, the distribution (or the value thereof) may be recovered by the company from the member, but only if -

(a) the member has received the distribution or the benefit of the distribution (if any) otherwise than in good faith and without knowledge that the undertaking has failed the solvency test

(b) the member's position has not been changed by relying on the validity of the distribution; and

(c) it would not be unfair to require full repayment or no repayment at all.

Where a distribution has been made to a member or members by a company and the company has not satisfied the solvency test immediately after the distribution, a director who has failed to take reasonable steps to ensure that the distribution has been made in accordance with section 70 or, in the case of a guard cell company, section 71, shall be personally liable to the company to repay to the company any part of the distribution which cannot be claimed back from the members.

3. Where the court, in an action brought against a director or member of this Section, finds that the company could have satisfied the solvency test by a lower distribution, the court may -

(a) to allow the Member to retain it; or

(b) relieve the Director of liability in respect of an amount equal to the value of a distribution that could have been properly made.

Subsection V - Cancellation and acquisition of own shares

73.

The Company may redeem or purchase treasury shares

(1) Subject to sections 70 and 71, a company may acquire treasury shares in accordance with -

(a) sections 74, 75 and 76; or

(b) the other provisions governing the redemption, purchase or other acquisition of own shares laid down in the Articles of Association or in a written agreement between the Company and the shareholder or shareholders concerned.

The Company may redeem or purchase treasury shares.

(2) If a company may redeem, buy or otherwise acquire its own shares other than in accordance with sections 74, 75 and 76, it may not redeem, buy or otherwise acquire the shares without the consent of the member whose shares are to be redeemed, bought or otherwise acquired, unless the company is entitled under the articles of association or bylaws to buy, redeem or otherwise acquire the shares without such consent.

(3) Unless the shares are held as treasury shares in accordance with Section 78, shares acquired by a company shall be deemed to be cancelled immediately upon cancellation, purchase or other acquisition.

(4) A company may not redeem its shares if the company would have no members as a result of the redemption.

5. A company may redeem a share only when it has been fully paid up.

(6) If sections 74, 75 and 76 are revoked or amended by provisions relating to the redemption, purchase or other acquisition of treasury shares laid down in a written agreement between the Company and a shareholder (referred to in this subsection as a -redemption agreement), and if there is a discrepancy between the redemption agreement and the Articles of Association of the Company with regard to the redemption, purchase or other acquisition of treasury shares, such discrepancy shall be resolved as follows -

(a) if the repurchase agreement contains a time limit stating that the repurchase agreement takes precedence if it is not in conformity with the company's memorandum and articles of association, the repurchase agreement takes precedence

(b) if the repurchase agreement does not provide that the repurchase agreement takes precedence to the extent that it is inconsistent with the memorandum and articles of association of the company, the memorandum and articles of association take precedence.

74.

Procedure for the retirement or acquisition of own shares

(1) The directors of a company may make an offer to redeem, buy or otherwise acquire shares in the company if the offer is -

(a) an offer to all shareholders to repurchase, buy or otherwise acquire shares issued by the Company that -

(i) if accepted, would not affect the relative voting and distribution rights of shareholders; and

(i) gives each shareholder a reasonable opportunity to accept the Offer; or

(b) an offer to one or more shareholders to buy back, purchase or otherwise acquire shares -

(i) to which all shareholders have consented in writing; or

(i) which is permitted by the Memorandum or Articles of Association and is carried out in accordance with Section 75

(2) If an offer is made in accordance with paragraph (1)(a)-, the

(a) the Offer may also enable the Company to buy back, purchase or otherwise acquire additional shares from a shareholder if another shareholder does not accept the Offer or only partially accepts the Offer; and

(b) If the number of additional shares exceeds the number of shares which the Company is entitled to redeem, acquire or otherwise acquire, the number of additional shares will be reduced accordingly.

(3) This section does not apply to a company to the extent that it negates, modifies or is incompatible with the provisions on the cancellation, acquisition or other acquisition of treasury shares pursuant to -.

(a) the memorandum or articles of association of the company; or

(b) a written agreement between the Company and the shareholder.

75.

Offer to one or more shareholders pursuant to § 74 para. 1 no. (b)

(1) The directors of a company may not make an offer to one or more shareholders pursuant to Section 74(1)(b)(i) unless they have adopted a resolution stating that in their opinion -

(a) the redemption, purchase or other acquisition is for the benefit of the remaining shareholders; and offer to one or more shareholders under Section 74(1)(b)(i) (i)

(b) the terms of the offer and the consideration offered for the shares are fair and reasonable for the Company and the other shareholders

(2) A decision under paragraph (1) shall state the reasons therefor.

for the opinion of the directors.

(3) The directors may not make an offer to one or more shareholders pursuant to § 74 para. 1 lit. (b)(i) if, after the resolution pursuant to para. 1 and prior to the submission of the offer, they no longer issue the opinions referred to in para. 1.

(4) A shareholder may apply to the court for an order suspending the planned purchase, redemption or other acquisition of shares pursuant to paragraph 1.

74(1)(b)(i) on the ground that -

(a) the repayment, purchase or other acquisition is not in the best interests of the remaining shareholders; or

(b) the terms of the offer and the consideration offered for the shares are not fair and reasonable for the Company or the other shareholders.

(5) This section does not apply to a company to the extent that it negates, modifies or is incompatible with provisions governing the cancellation, acquisition or other acquisition of treasury shares.

(a) the memorandum or articles of association of the company; or

(b) a written agreement between the Company and the shareholder.

76.

Retired shares at the option of a shareholder

(1) If a share is redeemable at the option of the shareholder and the shareholder duly informs the Company of his intention to redeem the share -

(a) The Company shall redeem the shares on the date specified in the notice or, if no date is specified, on the date of receipt of the notice;

(b) unless the share is held as a treasury share in accordance with section

78, the share is considered retired upon redemption;

and

(c) from the date of redemption, the former shareholder is deemed to be an unsecured creditor of the company for the amount payable on redemption.

(2) If a share is redeemable on a specific date -

(a) The Company will redeem the shares on that date;

(b) unless the share is held as a treasury share in accordance with section

78, the share is considered retired upon redemption;

and

(c) from the date of redemption, the former shareholder is deemed to be an unsecured creditor of the company for the amount payable on redemption.

(3) Articles 74 and 75 shall not apply to the redemption of a share by a company under (1) or (2).

(4) This section does not apply to a company to the extent that it negates, modifies or is inconsistent with the provisions on the withdrawal of its shares pursuant to - is not compatible with the provisions on the withdrawal of its shares.

(a) the memorandum or articles of association of the company; or

(b) a written agreement between the Company and the shareholder.

77.

Redemptions or purchases that do not qualify as distributions

The redemption, purchase or other acquisition by a company of one or more of its own shares shall not be considered a distribution if -

(a) the Company redeems the Shares pursuant to and in accordance with section 76

(b) the Company otherwise redeems the Share(s) pursuant to a shareholder's right to redeem his Shares or have his Shares exchanged for cash or other property of the Company; or redemption or purchase that is not considered a distribution

(c) the Company redeems, purchases or otherwise acquires the Shares pursuant to the provisions of Section (1).

78.

Own shares

(1) A company may hold shares that have been redeemed, purchased or otherwise acquired in accordance with Section 73 as treasury shares if -

(a) the memorandum and articles of association or the statutes of the company do not prohibit it from holding its own shares

(b) the directors determine that shares to be repurchased, purchased or otherwise acquired are to be held as treasury shares; and

(c) the number of shares acquired, redeemed or otherwise acquired, together with shares of the same class already held by the Company, does not exceed fifty percent of the shares of that class previously issued by the Company, excluding shares that have been redeemed.

(2) All rights and obligations associated with a treasury share are suspended and are not exercised by or against the Company as long as it holds the share as treasury stock.

79.

Transfer of own shares

The Company may transfer treasury shares and the provisions of this Act and the Articles of Association applicable to the issue of shares shall apply to the transfer of treasury shares.

PART VI - Changes in capital

80.

Changes in the capital of nominal value companies

(1) Subject to paragraphs (2), (3) and (4), Section 83 and its Memorandum and Articles of Association, a company with a nominal value may

(a) amend its Memorandum in accordance with Subsection III

of Part II to amend the authorised capital;

(b) to increase its share capital by creating new shares in the amount it deems appropriate;

(c) to combine all or some of its shares (whether issued or not) into a smaller number of shares with a par value greater than its existing shares;

(d) to split all or part of its shares into a greater number of shares with a smaller nominal value than its existing shares; and

(e) change the currency denomination of its share capital or any other class of its share capital.

(2) A division or combination of par value shares, including issued shares, of one class or series shall be made in a larger or smaller number of shares of the same class or series.

(3) If par value shares are divided or combined in accordance with this section, the total par value of the new shares must correspond to the total par value of the original shares.

(4) In the event of a change in the authorised capital of the Company or its composition, paragraphs (b) to (e) of paragraph (1) shall be subject to paragraph (a) of paragraph (1) .

81.

Changes in the capital of companies with no par value

(1) Subject to paragraphs 2 and 3 of Section 83 and its Memorandum and Articles of Association, a company with no par value -

(a) amend its Memorandum pursuant to Part II, Subsection III, to amend its authorised capital, including by increasing or decreasing the number of shares it is authorised to issue

(b) to combine all or some of its shares (whether issued or not) into a smaller number of shares; and

(c) to split all or part of its shares (whether or not issued) into a greater number of shares.

(2) A division or combination of no-par value shares, including issued shares, of one class or series shall be effected in a larger or smaller number of shares of the same class or series.

(3) In the event of a change in the company's authorised capital or its composition, paragraphs (b) and (c) of paragraph (1) shall be subject to paragraph (a) of paragraph (1) .

82.

Expiry of shares

1. Save as otherwise provided in the statutes, a company may -

(a) in accordance with this section causes all of its shares issued other than fully paid-up shares to lapse because they have not paid an amount due and payable; or

(b) accept the redemption of those shares rather than forfeit them.

(2) Notwithstanding anything to the contrary in the Memorandum or Articles of Association or in the conditions governing the issue of shares in that company, a share may be forfeited only if written notice of such forfeiture has been served on the member who is in default of payment for the share.

(3) The written notice of forfeiture referred to in paragraph (2) shall state a date not earlier than 14 days from the date of service of the notice on or before which the payment required by the notice is to be made and shall include a statement that in the event of non-payment on or before the date specified in the notice, the shares or any of them for which payment is not made may be forfeited.

(4) If a written forfeiture notice has been issued pursuant to this Section and the requirements of the notice have not been satisfied, the Directors may forfeit and cancel the shares to which the notice relates at any time prior to the payment offer.

(5) The Company shall not be obliged to return monies to the member whose shares have been cancelled pursuant to paragraph (4) and that member shall be released from any further obligation to the Company.

83.

Reduction of the share capital

1. Subject to this Subsection and to any provisions to the contrary in the statutes, a company with share capital may, by special resolution, reduce its share capital in all respects.

(2) In particular, and without prejudice to the generality of paragraph (1), the Company may -

(a) cancel or reduce the liability for any of its shares in respect of unpaid share capital

(b) with or without cancellation or reduction of liability for any of its shares -

(i) to cancel a paid-up share capital that is lost or not represented by available assets; or

(i) to repay paid-up share capital in excess of the Company's requirements; and

(c) if and to the extent necessary, amend its Articles of Association by reducing the amount of its share capital and shares accordingly.

3. Subject to the memorandum and articles of association of a company, a reduction in the subscribed capital of a company shall not require confirmation by the court if the directors of the company take a decision to authorise the reduction if they are satisfied, with reasonable grounds, that the company will satisfy the solvency test immediately after the reduction.

(4) A resolution of the directors pursuant to paragraph (3) must contain a statement that the directors consider that the company satisfies the solvency test immediately after the reduction of the share capital.

(5) Any Director who makes a statement under subsection (4) that the Company is solvent without good cause for such statement is committing a criminal offence and shall be liable by conviction to a fine not to exceed US$25,000.

(6) The provisions of this section do not apply in relation to an investment fund (within the meaning of the Investment Funds and Hedge Funds Act) or to any other company which redeems one of its shares in accordance with and in conformity with the section.

84.

Application to the court for confirmation of the confirmation order

1. Subject to paragraph 2, a company which has taken a specific decision to reduce its share capital may apply to the court for an order confirming the reduction.

(2) If a company has adopted a special resolution to reduce its share capital, it shall apply to the court for a resolution confirming the reduction if -

(a) a resolution of the directors has not been adopted in accordance with section 83(3); or

(b) the company's instruments of incorporation provide that any reduction in the company's share capital is subject to the approval of the court

(3) If the proposed reduction of the share capital includes -

(a) a reduction of liability in respect of an unpaid amount for a Share; or

(b) the payment of a paid-up capital sum to a member and in any other case, if the court so orders, paragraphs (4), (5) and (6) shall have effect, subject to the entirety of paragraph (7).

(4) Any creditor of the Company who, at the time determined by the court, is entitled to a debt or claim which, if that time were the commencement of the liquidation of the Company, would be admissible as evidence against the Company, shall be entitled to object to the reduction of the share capital.

(5) The court shall establish a list of creditors entitled to object and, for this purpose, -

(a) determine, as far as possible without the need for a request from a creditor, the names of such creditors and the nature and amount of their debts or claims; and

(b) may order the publication of notices setting one or more days within which creditors not included in the list are to claim that they are doing so or to be excluded from the right to object to the reduction of capital.

(6) If a creditor entered on the list referred to in subsection (5) whose claim or demand has not been paid or established does not agree to the reduction, the court may, with the consent of that creditor, waive the company securing payment of the creditor's claim or demand by (as the court may order) paying the following amount -

(a) if the entity admits the full amount of the liability or receivable, or, although it does not admit it, is prepared to provide for it, then the full amount of the liability or receivable

(b) if the entity does not admit the full amount of the debt or claim and is unwilling to provide it, or if the amount is uncertain or undetermined, an amount determined by the court after an inquiry and a judgment

7. Where a proposed reduction of capital has the effect of either reducing a liability for unpaid capital or paying paid-up capital to a shareholder, the court may, having regard to the particular circumstances of the case which it considers appropriate, order that paragraphs 4 to 6 shall not apply to a group or classes of creditors.

85.

Court order confirming the reduction

(1) The court, if it is satisfied with any creditor of the company who is entitled under section 84 to object to the reduction of the share capital, that either -

(a) the consent of the creditor has been obtained for the purpose of reduction

or

(b) the creditor's debt or claim has been paid or has been settled, determined or secured, may issue an order confirming the reduction of the share capital on such terms as it deems appropriate.

(2) If the court so orders, it may also issue an order requiring the company to publish the reasons for the capital reduction or other relevant information at its own discretion in order to adequately inform the public and, if the court considers it appropriate, the reasons which led to the reduction.

86.

Registration of the order and the protocol of reduction

(1) Does the court confirm the reduction in the shareholding of a company?

Capital that the company delivers to the Registrar -

(a) the decision of the court confirming the reduction; and

(b) minutes approved by the court, containing the information on the undertaking referred to in paragraph 2.

(2) The information to which subsection (1) refers is - -

(a) the total amount of the reduced share capital, as confirmed by the court

(b) the number of shares into which the share capital is to be divided and, in the case of a nominal value company, the amount of each share;

(c) in the case of a par value company, the amount (if any) at the time of registration of the order and the minutes referred to in paragraph (3) which remains paid up on each share issued; and

(d) in the case of a no-par value company, the amount (if any) not paid up on the shares issued.

(3) The Registrar shall register the resolution and the minutes, whereupon the resolution to reduce the share capital confirmed by the resolution shall become effective.

(4) The registrar shall certify the registration of the order and the protocol and this certificate shall -

(a) be signed and sealed by the Registrar with the Registrar's seal

(b) is conclusive evidence that all the requirements of this Act with regard to the reduction of the share capital are met and that the share capital of the Company is as stated in the minutes.

(5) The registered minutes shall be deemed to replace the corresponding part of the articles of association.

87.

Liability of members for reduced shares

(1) In the event of a reduction of capital, a former or current member of the Company shall not be liable for a share in any call or contribution in excess of the amount representing the difference between the amount of the share as determined in the minutes and the amount paid or the reduced amount deemed to have been paid on the shares.

(2) If a creditor who is entitled to object to the reduction of the share capital is not entered in the list of creditors due to his ignorance of the procedure for reduction or its nature and effect on his debt or claim, and the company is not able to pay the amount of his debt or claim after the reduction, then -

(a) any person who was a member of the Company at the time of the registration of the reduction resolution and the minutes shall be required to contribute to the settlement of that debt or to demand an amount not exceeding the amount he would have had to contribute if the Company had commenced liquidation on the day before the said date; and

(b) if the company is wound up, the court may, on application by such creditor and on the aforementioned proof of his ignorance, if it considers it appropriate, draw up a list of persons thus liable to contribute and, in a winding-up, make and enforce telephone calls and orders to contributors.

3. Nothing in this Section shall affect the rights of contributors to each other.

88.

Penalty for concealing the name of the creditor, etc.

If an executive officer of the company makes an application to the

The court in this subsection -

(a) deliberately conceals the name of a creditor who is entitled to object to the reduction of the share capital

(b) intentionally misrepresents the nature or amount of a creditor's debt or claim; or

(c) any such concealment or misrepresentation is aided, abetted or inaugurated the official is guilty and shall be liable on conviction to a fine not exceeding US$25,000

Subsection VII Security over shares

89.

Interpretation

In this subsection -pledge means any form of security interest,

including but not limited to -

(a) a lien;

(b) a fee; or

(c) a pledge of one or more shares in a company, other than interest arising from the operation and pledged, pledgees and pledgors must be interpreted accordingly.

90.

Right to pledge shares

Subject to -

(a) the provisions of the memorandum and articles of association of a company

and

(b) any other prior written agreement of the Shareholder,

91.

Form of pledge of shares

(1) The pledging of shares of a company requires the written signature of or with the power of attorney of the shareholder whose name is entered in the commercial register of the company as the holder of the share to which the pledge relates.

(2) A pledge of shares in a company need not be made in a specific form, but must clearly indicate -

(a) the intention to create a pledge; and

(b) the amount secured by the pledge or how that amount is to be calculated.

92.

Pledge of shares under Seychelles law

1. Subject to this Section, where the applicable law governing the pledge of shares in a company is the law of Seychelles, in the event of default by the pledgee under the terms of the pledge, the pledge shall be subject to the following remedies -

(a) the right to sell the shares, subject to any restrictions or provisions to the contrary in the instrument creating the pledge

(b) subject to any limitations or other provisions in the instrument creating the pledge, the right to -

(i) Voting on the shares;

(i) distributions in respect of share receipts; and

(iii) to exercise other rights and powers of the pledgor in relation to the shares,

until such time as the pledge is fulfilled; and

(c) the right to designate a beneficiary who, subject to any limitations or provisions to the contrary in the instrument creating the pledge

(i) Voting on the shares;

(i) distributions in respect of share receipts; and

(iii) to exercise other rights and powers of the pledgor in relation to the shares,

up to the time when the pledge is fulfilled.

(2) Subject to paragraph (3), the remedies referred to in this subsection shall be

(1) are not exercisable until -

(a) a default has occurred and continues for a period of at least thirty days or such shorter period as may be specified in the instrument creating the collateral; and

(b) the non-performance has not been remedied within fourteen days or such shorter period as may be specified in the instrument creating the pledge from the service of the notice specifying the non-performance and requiring its remedy

(3) Where the law of Seychelles governs the pledging of shares in a company, if the instrument giving rise to the pledge so provides, the remedies referred to in paragraph (1) shall be immediately available on the occurrence of default.

(4) Unless otherwise limited or provided for in the pledge deed, the remedies set forth in paragraph (1) shall apply without a court order.

93.

Exercise of the right to sell under Seychelles law Pledge of shares

(1) Notwithstanding any provision to the contrary in the deed of pledge of shares under Seychelles law in the event that a pledgee should be deprived of his right to sell under section 92(1)(b). (a), the sale shall be made at -

(a) open market value at the time of the sale; or

(b) the best price reasonably obtainable if no open market value exists at the time of the sale.

(2) Except as otherwise provided in the deed of pledge of shares governed by Seychelles law, a sale under paragraph (1) may be effected by any means, including private sale or public auction.

94.

Pledge of shares under foreign law

Where the applicable law on the pledge of shares in a company is not the law of Seychelles -

(a) the pledge must meet the requirements of its applicable law for the pledge to be valid and binding on the Company; and

(b) The remedies available to a pledgee shall be governed by the applicable law and the instrument creating the pledge, except that the rights between the pledgee or pledgee as a member of the Company and the Company shall continue to be governed by the Memorandum and Articles of Association and this Act.

95.

The use of enforcement orders

Unless otherwise provided for in the deed of pledge of shares in a company, all amounts arising from the enforcement of the pledge shall be used as follows -

(a) first, to cover the costs incurred in enforcing the lien

(b) secondly, on unloading of the amounts secured by the pledge;

and

(c) third, on payment of any balance due to the pledgor.

96.

Annotation and submission of the register of members

(1) Upon written application by a shareholder who has established a lien on shares of a company, the company shall enter or have entered in its register of members -

(a) a statement that the shares are pledged; (b) the name and address of the pledgee; and

(c) the date on which the declaration and name are entered in the register of members.

(2) A copy of the register of members of a company annotated in accordance with subsection (1) may be filed by the company with the Registrar of Companies pursuant to section 349.

Subsection VIII - Conversion of par value shares into no-par value shares and vice versa

97.

Conversion of shares in nominal value companies

(1) A par value company may convert its shares into no-par-value shares by amending its memorandum in accordance with this section.

(2) The power conferred by subsection (1) -

(a) can only be exercised by converting all of the following

convert shares in the company into no-par-value shares;

(b) only by a special resolution of the Company and, where there is more than one class of shares issued, by the approval of a special resolution adopted at a separate meeting of the holders of each class of shares; and

(c) may be exercised whether or not the issued shares of the Company are fully paid up.

(3) The special resolution of the Company -

(a) the number of no-par value shares into which each class of shares issued is to be divided

(b) may specify any number of additional shares that the Company may issue; and

(c) make such other amendments to the Memorandum and Articles as may be necessary in the circumstances.

(4) By converting its shares in accordance with this section, the Company -

(a) transfers from the share capital account for each class of shares to the specified capital account for that class the total amount paid up in shares of that class; and

(b) transfers any amount attributable to the credit of a share premium or share premium to the specified capital account for the class of shares that would have been issued if that amount had been

Conversion of shares in nominal value companies

which are used for the payment of unissued shares issued to members as fully paid bonus shares

(5) In the case of conversion of shares of a company under this section, any amount not paid up in respect of a share immediately prior to the conversion shall be payable on demand or maturity.

98.

Conversion of shares in companies with no par value

(1) A company without par value may convert its shares into par value shares by amending its Memorandum in accordance with this section.

(2) The power conferred by subsection (1) -

(a) can only be exercised by converting all of the following

shares of the company in par value shares;

(b) only by a special resolution of the Company and, where there is more than one class of shares issued, by the approval of a special resolution adopted at a separate meeting of the holders of each class of shares; and

(c) may be exercised whether or not the issued shares of the Company are fully paid up.

(3) For the purposes of the conversion of shares under this section, each share of a class shall be converted into a share which -

(a) confers on the holder, as far as possible, the same rights as those which were granted to him before conversion; and

(b) has a par value as determined by the Company's special resolution which does not exceed the amount corresponding to the credit of the stated capital account for that class divided by the number of shares of that class issued.

(4) The special resolution of the Company shall make such amendments to the Memorandum and Articles of Association as are required by the circumstances.

(5) By converting its shares in accordance with this section, the Company -

(a) to the extent that the amount of the balance of the reported capital is the same for each class of shares

the total nominal value of the shares of the class into which those shares are converted and transfer that amount to the share capital account; and

(b) to the extent (if any) that the amount exceeds this total nominal amount, to the capital reserve account for that class.

(6) In the case of conversion of shares of a company under this section, any amount not paid up in respect of a share immediately prior to the conversion shall be payable on demand or maturity.

PART VI - MEMBERSHIP PART I - Members

99.

Minimum number of members

(1) Subject to paragraph (2), a company must at all times have one or more members.

(2) Paragraph (1) shall not apply to the period from the formation of the company until the appointment of the first directors.

100.

Requirements for the limited liability company and guarantee

In the case of a joint-stock company with shares and guarantee, at least one of the members of the company is a guarantee member.

101.

Minors and disabled adults

(1) Subject to paragraph (2) and unless prohibited by the memorandum or articles of association of a company, a minor or a disabled adult may be a member of a company.

(2) Unless the memorandum or articles of association of a company prohibit a minor or disabled adult from being a member of a company, no shares will be issued to a minor or disabled adult unless one or more persons (referred to in this section as -representatives) are legally entitled and willing to represent the interests of the minor or disabled adult in respect of the exercise of voting or other rights attaching to the shares for and on behalf of the minor or disabled adult.

(3) Nothing in this section shall prevent shares in a company from being held by a person in a fiduciary or guardianship capacity as a member for and on behalf of a minor or disabled adult.

Minimum number of members

Requirements for the limited liability company and guarantee

Minors and disabled people

soll-

(4) Being a representative and a trustee or guardian under subsection (3), (a) Not being a minor or a disabled adult; and

(b) act in the best interests of the minor or disabled adult.

102.

Liability of members

(1) A member of a limited liability company shall not be liable as a member for the obligations of the company.

(2) The liability of a partner towards the company as a member is limited to -

(a) any unpaid amount on a share owned by the shareholder

(b) any liability expressly provided for in the memorandum or articles of association of the company; and

(c) any obligation to repay a distribution pursuant to Article 72(1). (3) The liability of a guarantor to the Company, as

Guarantee member, is limited to - -

(a) the amount to which the guaranteeing member is liable to contribute under the Memorandum pursuant to § 16(1); and

(b) any other liability expressly provided for in the Memorandum or Articles of Association of the company; and

(c) any obligation to repay a distribution in accordance with Article 72(1)

103.

Service for members

All notices, information or written statements required under this agreement.

The measures to be taken by a company to its members are served -

(a) where appropriate, in the manner specified in the Memorandum or Articles; or

(b) in the absence of a provision in the Memorandum or Articles of Association, by personal delivery or by mail to each member at the address indicated in the membership list or, if the member agrees, by and in accordance with the following provisions by electronic means as permitted under sections 364 and 365

Subsection II - List of members

104.

List of members

1. Subject to Section 106, each company shall keep at its registered office in Seychelles a register, to be known as the Register of Members, and shall enter in that register the following information as may be appropriate to the company

(a) the name and address of each person holding shares in the company

(b) the number of each class and series of shares held by each shareholder;

(c) the name and address of any person who is a member of the company as guarantor

(d) the date on which the name of each member was entered in the membership register; and

(e) the date on which a person ceased to be a member.

(2) An enterprise shall ensure that the information to be maintained in its register of members pursuant to paragraph (1) is accurate and up-to-date.

(3) The register of members may be kept in the form approved by the directors but, if it is magnetic, electronic or other data storage, the company must be able to provide legible evidence of its contents.

(4) An entry referring to a former member of the company may be removed from the register after seven years from the date on which the member was removed from the register.

(5) A company that violates paragraph (1) or (2) shall be liable to a fine of $500 and an additional penalty of $50 for each day or part thereof that the violation continues.

(6) A director who knowingly permits a violation under subsections (1) or (2) above shall be liable to pay a penalty of US$500 and an additional penalty of US$ 50 for each day or part thereof that the violation continues.

105.

Nature of the register

(1) The register of members is prima facie evidence of all matters which are ordered or permitted by this Act to be included in it.

(2) Without prejudice to the generality of paragraph (1), the entry of a person's name in the list of members as the holder of a share in a company shall constitute prima facie evidence that the title to the share belongs to that person.

3. Subject to the memorandum and articles of association or the statutes, a company shall treat the holder of a share entered in the company's register of companies as the only person entitled to -

(a) exercise the voting rights attached to the share; (b) receive notifications;

(c) receive a distribution in respect of the share; and

(d) exercise any other rights and powers attaching to the share.

106.

Register of members of listed companies

(1) A listed company (as defined in the Securities Act) may apply in writing to the Registrar for permission to maintain its register of members at a place in Seychelles other than its registered office.

(2) The Registrar may, in its discretion, approve or reject a request from a listed company under paragraph (1) or impose such conditions as it deems appropriate to approve such request.

(3) If a listed company maintains its list of members in an approved place in accordance with paragraph (1), it shall -

(a) not to change the place where it keeps its register of members without the prior written consent of the Registrar

(b) within 14 days after the Registrar has granted an authorisation in accordance with paragraph (1), inform its registered representative in writing of the address of the place where its register of members is located;

(c) within 14 days of any change in the location of its membership, inform its registered agent in writing of the changed location; and

(d) subject to paragraph (4), keep a copy of its register of members at its registered office and, if the register changes, provide an updated copy of the register to the registered agent within 14 days.

(4) Instead of complying with the requirement under paragraph (3)(d), an undertaking may, with the prior written consent of the Registrar, grant its registered agent electronic or other immediate access to its register of members under such conditions as the Registrar considers appropriate.

(5) In the event that a listed company issues or is able to issue both certificated and uncertificated shares, it may, with the prior written consent of the Registrar, maintain two sub-registers under such conditions as the Registrar deems appropriate, which together constitute the list of members of the company.

(6) An enterprise that violates any requirement of this section shall be liable to a fine of $500 and an additional fine of $25 for each day or part thereof that the violation continues.

(7) A director who knowingly permits an infraction under this section shall be liable to pay a fine of US$500 and an additional fine of US$25 for each day or portion thereof that the infraction continues.

107.

Inspection of the list of members

(1) A director or member of a company shall have the right to dispose, free of charge, of

(2) The right of a person to inspect the information referred to in paragraph (1) shall be subject to reasonable notice or other restrictions which the company may impose by its articles of association or by a resolution of the directors, but not less than 2 hours each business day for inspection.

(3) A person with the right to inspect in accordance with paragraph (1) is entitled to request a copy of or an extract from the register of members of the Society, whereby the Society may charge a reasonable copy fee.

(4) If an examination pursuant to paragraph (1) is refused or if a copy document requested pursuant to paragraph (3) is not provided within 21 working days of the application -

(a) the entity commits a criminal offence and is liable to a fine not exceeding USD 5,000 on conviction; and

(b) the injured party may apply to the court for an order that he be allowed to inspect the register or that a copy of the register or an extract from it be made available to him

(5) Upon application under paragraph (4), the Court of First Instance may take such decisions as it considers appropriate.

108.

Correction of the register of members

(1) If -

(a) information which must be entered in the register of members pursuant to section 104 is deleted from the register or incorrectly entered in the register; or

(b) there is an unreasonable delay in entering the information in the register,

a member of the company or a person harmed by the omission, inaccuracy or delay may apply to the court for an order to correct the register.

2. On application pursuant to paragraph 1, the court may -

(a) either reject the application, with or without costs to be borne by the applicant, or order the correction of the Register and the Company to bear all costs of the application and all damages incurred by the applicant

(b) any question relating to the right of a person party to proceedings to have his name entered in or deleted from the register shall determine whether the question arises between -

(i) two or more members or alleged members; or

(i) between one or more members or alleged members and the entity; and

(c) otherwise resolve any question necessary or appropriate for the correction of the membership list.

Subsection III - General meetings and resolutions

109.

Resolution

1. Save as otherwise provided in this law or in the statutes of a company, the exercise by the members of a company of any power conferred on them by this law or by the statutes shall be effected by a resolution -

(a) was decided at a general meeting held in accordance with this subsection; or

(b) is made by means of a written resolution in accordance with §122.

110.

Ordinary resolutions

(1) Subject to section 111, a simple resolution of the members or a group of members of a Society shall mean a resolution adopted by simple majority.

(2) A decision on a show of hands taken in a meeting shall be taken by simple majority if it is taken by more than half of the members entitled to vote on the decision in person or by proxy.

3. A decision on a vote taken in a meeting shall be taken by simple majority if it is taken by members representing more than half of the total votes of members entitled to vote on the decision, either in person or by proxy.

4. A written decision shall be adopted by simple majority if it is taken under this Subsection by members representing more than half of the total votes of the members entitled to vote.

(5) For the purposes of paragraphs (2), (3) and (4)

(a) the votes of the shareholders shall be counted in proportion to the votes attaching to the shares held by the shareholders; and

(b) Unless otherwise provided in the Memorandum or Articles of Association, a Guarantee Member shall have one vote on each decision on which it may vote.

(6) Everything that can be done by simple decision can also be done by special decision.

(7) Unless the context requires otherwise, a reference in this Act to a resolution of members shall be deemed to constitute an ordinary resolution.

111.

Ordinary resolutions may be necessary to have a higher percentage of votes

110 does not preclude the memorandum and articles of association of a company from providing that all or certain ordinary decisions are to be adopted by a majority of votes cast in excess of a simple majority.

112.

Special Decisions

(1) Subject to section 113, a special resolution of the members or a group of members of a Society shall mean a resolution adopted by a majority of at least two thirds.

2. A decision taken in an assembly shall be adopted by a two-thirds majority if it is taken by at least two-thirds of the members entitled to vote on the decision, either in person or by proxy.

3. A decision on a vote taken in an assembly shall be taken by a two-thirds majority if it is taken by members representing at least two-thirds of the total votes of the members entitled to vote on the decision, either in person or by proxy.

4. A written decision shall be adopted by a two-thirds majority where it is taken under this Subsection by members representing at least two-thirds of the total votes of the members entitled to vote.

113.

Special resolutions may be required to have a higher percentage of votes

§ Section 112 does not exclude the possibility that the memorandum and articles of association of a company provide that all or certain special resolutions must be adopted by a majority of more than two thirds of the votes.

114.

Convening of general meetings

1. Subject to the Articles of Association of a company, a meeting of the members of the company may be held at such time and place within or outside Seychelles as the person convening the meeting deems appropriate.

2. Subject to any limitations in the statutes of a company, any of the following persons may at any time call a meeting of the members of the company

(a) the directors of the company; or

(b) the person(s) authorised by the Memorandum or Articles of Association to call the meeting.

3. Subject to a provision in the articles of association, the directors of a company shall convene a meeting of the members of the company if they are invited to do so in writing by the members entitled to exercise at least twenty per cent of the voting rights.

(4) A written application under subsection (3) must state the subject matter of the meeting, be signed by or on behalf of the applicant members and be delivered to the directors at the registered office or principal place of business of the company and may consist of several documents in similar form, each signed by or on behalf of one or more applicant members.

(5) Subject to any provision in the Memorandum or Articles of Association which amends any time limit referred to in this subsection, the applicant members or any member representing more than half of the total voting rights of all members may themselves call a meeting if the directors fail to call a meeting within 21 days of receipt of the written request referred to in sections (3) and (4) above, but fail to call a so-called meeting within 2 months of that date, but fail to call a so-called meeting within 3 months of that date.

(6) A meeting convened in accordance with this section by request of members shall be convened in the same manner, as far as possible, as the meetings are to be convened by the directors.

(7) Reasonable expenses incurred by the applicant members as a result of the directors failing to call a meeting shall be reimbursed to the applicant members by the Company and the reimbursed amounts shall be retained by the Company from amounts due or to be due by the Company as fees or other remuneration for their services to the defaulting directors.

115.

Announcement of general meetings

(1) Subject to the obligation in the memorandum and articles of association to call one or more persons who call a meeting of the members of a company for a longer period of time, those persons whose names appear as members in the register of members at the time of the call and who are entitled to vote in the meeting -

(a) at least 21 days' written notice in the case of a meeting to adopt a decision; and

(b) in the case of a meeting other than the meeting referred to in paragraph (a), at least 7 days in writing.

(2) Notwithstanding subsection (1) and subject to the Articles, a General Assembly held in breach of the duty to convene shall be valid if members holding a majority of ninety per cent or such other majority of the total voting rights as may be specified in the Articles on all matters to be dealt with at the Assembly have waived the right to convene the Assembly and, for this purpose, the presence of a member at the Assembly shall be deemed to be a waiver on his part.

(3) The inadvertent failure of the person or persons convening a general meeting to call a meeting for a member, or the fact that a member has not received the call, shall not render the meeting invalid.

116.

Quorum

The quorum for a meeting of the members of a company for the purposes of a resolution of the members is that laid down in the Memorandum or Articles of Association, but, if no quorum is laid down, a meeting of the members shall be duly constituted for all purposes if, at the beginning of the meeting, there are members present who are entitled to exercise at least fifty percent of the votes, in person or by proxy.

117.

Participation in the meeting by telephone or other electronic means

Subject to the statutes of a society, a member of the society is deemed to be present at a general meeting if -

(a) the Member attends by telephone or other electronic means; and

(b) all members attending the meeting are able to hear each other.

118.

Representation of the company body in the meetings

(1) A corporation, whether or not it is a company within the meaning of this Act, may, by resolution of its directors or another governing body, authorise any person it deems appropriate to act as its representative at any meeting of a company, group of members of a company or creditors of a company which it is entitled to attend.

(2) A person authorised under subsection (1) shall be entitled to exercise the same powers on behalf of the corporation which represents that person as that corporation could exercise if it were an individual member or creditor of the company.

119.

co-ownership of shares

Subject to the memorandum and articles of association, where shares are jointly owned -

may attend a general meeting in person or by proxy and speak as a member;

(b) if only one of them is present in person or by proxy, he may vote on behalf of all of them; and

(c) If two or more persons are present in person or by proxy, they must vote as one.

120.

Authorised persons

(1) A member of a company is entitled to appoint by written document a person other than his or her authorised representative to represent the member at any meeting of the company in which the member is entitled to participate and vote.

(2) If an authorised representative attends a meeting in accordance with paragraph (1), he may speak and vote on behalf of the member who has appointed the representative.

(3) This section applies to meetings of any kind of members as well as to general meetings.

121.

Demand for surveys

(1) A provision in the memorandum and articles of association of a company shall be ineffective to the extent that it either -

(a) exclude the right to request a vote in a general meeting or in a meeting of a group of members on any issue other than the election of the chairperson or the adjournment of the meeting; or

(b) the request for a survey on such a question, which shall be either -

(i) by at least 5 members having the right to vote on the question; or

(i) by one or more members representing at least one-tenth of the total voting rights of all members with voting rights on the question

(2) A written document authorizing a proxy to vote at such a meeting shall also be deemed to be a power of attorney to request or participate in the request for

survey; and for the purposes of paragraph (1), a claim by a person acting as an agent for a member is equivalent to a claim by that member.

3. When voting at such a meeting, a member entitled to more than one vote need not, if the member votes in person or by proxy, use all his votes or cast all votes that he uses in the same way.

122.

Written decisions of approval by members

1. Subject to the Memorandum and Articles of Association of the Company, any act that may be performed by members of a company at a general meeting or group of members may also be performed by a written resolution of the members or by telex, telegram, cable or other written electronic communication without prior notice.

(2) A decision under paragraph (1) may consist of several documents, including written electronic communications, in similar form, each signed or otherwise approved by or on behalf of one or more Members.

3. A decision under this section shall be deemed to have been taken when the instrument of consent or the last of several instruments is last signed or otherwise approved at a later date as specified in the resolution.

123.

The Court of First Instance may order the hearing

1. The Tribunal may order that a general meeting be convened, held and conducted in the manner specified by the Tribunal if it considers that -

(a) it is impracticable for any reason to call or hold a meeting of the members of a company in the manner prescribed by this Act or by the statutes of the company; or

(b) it is in the interest of the members of the Society to hold a general meeting.

(2) An application for a waiver under subsection (1) may be made by any member or director of the Company.

(3) The Court of First Instance may make an order under paragraph (1) on such terms and conditions as it deems appropriate, including the costs of conducting the hearing and the provision of security for those costs.

(4) If such an order is issued, the court may issue such additional or subsequent instructions as it deems appropriate; for this purpose, a meeting may also be considered to be a meeting.

124.

Resolution at the adjourned meeting

If a resolution is adopted at an adjourned meeting of members or a group of members of a company, the resolution shall for all purposes be treated as if it had been adopted on the day it was actually adopted and shall not be deemed to have been adopted earlier.

125.

The keeping of minutes and decisions by members

(1) A company must -

(a) minutes of all meetings of its members;

(b) minutes of all meetings of any group of its members;

(c) copies of all written resolutions to which its members have agreed; and

(d) copies of all written decisions to which a group of its members has agreed.

(2) The records referred to in paragraph (1) (referred to in this subsection as the minutes and resolutions) shall be kept for at least seven years from the date of the meeting or the date of the written decision, as applicable.

(3) An enterprise that violates this section shall be liable to a fine of $25 for each day or part thereof that the violation continues.

(4) A director who knowingly permits an infraction under this section shall be liable to pay a fine of US$25 for each day or part thereof that the infraction continues.

126.

Place of the minutes and resolutions of the members

(1) A company shall keep its minutes and resolutions at a place inside or outside Seychelles as determined by the directors.

2. Where a company does not keep its minutes and resolutions at its registered office, it shall notify its registered representative in writing of the actual address of the place where its minutes and resolutions are kept.

(3) In the event of a change in the place where its minutes and resolutions are kept, the Company shall, within 14 days of the change, notify its registered representative in writing of the actual address of the place where its minutes and resolutions are kept.

(4) An enterprise that violates paragraphs (1), (2) or (3) above shall be liable to a fine of $25 for each day or part thereof that such violation continues.

(5) A Director who knowingly permits a violation under subsections (1), (2) or (3) shall be liable to a fine of 25US$ for each day or part thereof during which the violation continues.

127.

Inspection of the minutes and resolutions of the members

(1) A director of a company is entitled to audit the management of the company.

Minutes and resolutions free of charge.

(2) A member of a society is entitled to inspect free of charge the minutes and resolutions of those groups of members to which he or she belongs.

(3) The right of any person to inspect the information referred to in paragraph (1) or (2) shall be subject to reasonable notice or other restrictions imposed by the company's articles of association or by resolution of the directors, but shall not be less than 2 hours each business day.

(4) A person with the right of inspection under subsections (1) or (2) above shall be entitled to demand a copy of the minutes and resolutions of the Company to which he or she is entitled; in this case the Company may charge a reasonable copy fee.

(5) If an examination is refused pursuant to paragraph (1) or (2) or if a copy document requested pursuant to paragraph (4) is not provided within 21 working days of the application -

(a) the entity commits a criminal offence and is sentenced to a fine not exceeding USD 5,000; and

(b) the injured person may apply to the court for access to the minutes and decisions in question or for a copy to be made available to him.

(6) Upon application under paragraph (5), the court or tribunal may give a decision which it considers appropriate.

PART VII - DIRECTORS

Subsection I - Management of enterprises

128.

Management

Subject to any changes or restrictions in the company's operating instructions.

Memorandum or article -

(a) the business and affairs of a company are conducted by the directors of the company or under their direction or supervision; and

(b) the directors of a company have all the powers necessary to direct, manage and monitor the business and affairs of the company.

129.

The fulfilment of corporate obligations by the managing directors

Wherever in this Act an obligation or duty is imposed on a company or undertaking, it shall have the power to take any action unless it is otherwise provided that such obligation, duty or action is or shall be performed by the directors of the company.

130.

Minimum number of directors

(1) A company must at all times have at least one director appointed in accordance with this Act, unless otherwise provided by any other written law of Seychelles.

(2) Paragraph (1) shall not apply to the period between the formation of the company and the appointment of the first directors.

(3) Subject to paragraph (1), the number of directors of a company may be determined by the statutes of the company or in the manner prescribed therein.

131.

de facto directors

(1) Without prejudice to the manner in which the term -director is to be read in accordance with section 2, a person who has not been formally appointed as a director of a company but who holds the position of director or who directs, manages or supervises the business and affairs of the company shall be treated as a director of the company.

(2) A person who is treated as a director of a company under subsection (1) shall be referred to in this Act as a de facto director.

(3) A person may not be a de facto director of a company simply because he or she provides professional advice to the company or to one of its directors.

(4) If at any time a company has no director formally appointed as such, any de facto director shall be deemed to be a director of the company for the purposes of this Act.

132.

delegation of power

1. Subject to any limitations in the memorandum or articles of association of the company, the board of directors of a company may delegate one or more of its powers to a committee of directors, a director or employee of the company or to any other person, unless the directors are not empowered to delegate the following powers

(a) to approve distributions of the undertaking, including the determination in accordance with section 70(1) or 71(1) that the undertaking satisfies the solvency test immediately after a proposed distribution

(b) to amend the Memorandum or Articles; (c) to appoint committees of directors;

(d) delegate powers to a committee of directors; (e) appoint or dismiss directors;

(f) appoint or remove a representative;

(g) to approve a plan or a merger, consolidation or arrangement; or

(h) the approval of the voluntary liquidation of the company under

(2) A board delegating a power under subsection (1) shall be responsible for the exercise of the powers by the delegate as if the powers had been exercised by the board, unless the board -

(a) at any time prior to the exercise of the authority, that the delegate would exercise the authority in accordance with the duties imposed on the directors of the Company by this Act and the Memorandum and Articles of Association of the Company is believed to have good cause; and

(b) supervised the exercise of the delegate's powers by appropriate and properly applied methods.

Subsection II - Appointment, dismissal and resignation of directors

133.

Eligibility of Directors

(1) Subject to paragraph (2), the Articles of Association of the Company and the provisions of the International Corporate Service Providers Act (Cap 275), a director of a company is a natural or legal person.

(2) The following persons may not be directors of a company - -

(a)a person who -

(i) is a minor

(ii) is a disabled adult; or

(iii) is a bankrupt debtor who has not yet been discharged;

(b) an entity that is being or has been wound up;

(c) any person who is excluded from serving as Director under this Act, any other written law or by order of the Court; or

(d) a person who, in respect of a particular company, is prohibited by the memorandum or articles of association from serving as director of that company.

(3) A person who acts as a director of a company, although prohibited by subsection (1). (2) shall nevertheless be considered a director of the company for the purposes of any provision of this Act which imposes a duty or obligation on a director.

134.

Appointment of directors

(1) The subscriber or subscribers to the Articles of Association of the Company or a majority of the Articles of Association of the Company shall appoint the first director or directors of the Company within nine months of the date of incorporation of the Company.

(2) The following directors of a company may be appointed -

(a) unless the memorandum or articles of association provide otherwise, by the members by simple resolution; or

(b) to the extent permitted by the Memorandum or Articles, by a resolution of the Directors.

3. A director shall be appointed for the term of office laid down in the solution by which he is appointed.

(4) Unless otherwise provided in the memorandum or articles of association of a company, the directors of a company may appoint one or more directors to fill a vacancy on the board of directors.

(5) For the purposes of paragraph (4), -

(a) there is a vacancy on the Board of Directors in the event of the death or other termination of a director's term of office before the end of his or her term; and

(b) Directors may not appoint a director for a term of office that exceeds the term that remained when the person who ceased to be director resigned or otherwise resigned.

6. A Director shall remain in office until his successor takes up his duties or until his earlier death, resignation or removal.

135.

Appointment of Reserve Directors

If a company has only one member who is a natural person and that member is also the sole director of the company, that single member/director may, notwithstanding the provisions of the Memorandum or Articles of Association, appoint in writing a person who is not prevented from being a director of the company to act in place of the sole director in the event of the death of that person.

136.

Termination of the appointment of reserve directors

(1) The appointment of a person as Reserve Director of the Company shall lapse if -

(a) before the death of the only member/director who appointed him/her, -

(i) the person resigns as Reserve Director; or

(i) the sole member/director revokes the appointment in writing; or

(b) the sole member/director who appointed him/her is no longer the sole member/director of the Company for any reason other than his/her death.

(2) Subject to paragraph (1), on the death of the sole member/director who appointed him, a reserve director shall become a director of the Company for all purposes under this Act, including in respect of the obligations and liabilities of a director.

137.

Dismissal of directors

1. Subject to the statutes of a company, a director of the company may be removed from office by a decision of the members of the company.

(2) Subject to the Articles of Association, a resolution under paragraph 1 may only be adopted -

(a) at a meeting of members convened for the purpose of dismissing the Director or for any purpose including the dismissal of the Director; or

(b) by a written resolution comprising more than half of the votes of the members of the Society entitled to vote.

3. The notice of a meeting referred to in paragraph 2(a) shall state that the purpose of the meeting is to remove a director or is one of the purposes of the meeting.

4. Where the articles of association of a company so permit, a director of the company may be removed from office by a decision of the directors.

(5) Subject to the Articles of Association, paragraphs (2) and (3) shall apply to a decision of the Directors under paragraph (4) with the replacement of -directors by -members in paragraph (3) .

138.

Resignation of directors

(1) A director of a company may resign from office by written notice of his resignation to the company, and the resignation shall take effect from the date of receipt of the notice by the company or from such later date as may be specified in the notice.

(2) A director of an enterprise must resign immediately if he is or becomes prohibited from acting as director under section 133.

139.

Appointment of deputy directors

(1) Subject to the Memorandum and Articles of Association and the provisions of the International Corporate Service Providers Act (Cap 275), a director of the Company may appoint another director, or another director as an alternate, another person who is not prohibited from serving as a director under Section 1.

to-

(a) exercise the powers of the appointing director; and

(b) perform the duties of the appointing director,

with regard to decisions taken by the Directors in the absence of the appointing Director.

2. The appointing director may terminate the contract at any time.

(3) The appointment and termination of the appointment of a Deputy Director shall be in writing and written notice of the appointment and termination shall be given by the Appointing Director to the Company -

(a) within a period of time specified in the notification or Articles; or

(b) if no time limit is specified in the notification or Articles, as soon as possible.

(4) The termination of the appointment of a Deputy Director shall not take effect until the Company has been informed in writing of the termination.

(5) A Deputy Director -

(a) is not empowered to appoint a deputy, either to the appointing director or to the deputy director; and

(b) does not act as a representative of or on behalf of the appointing Director.

140.

Rights and duties of Deputy Directors

1. A Deputy Director shall have the same rights as the appointing Director in respect of any meeting of the Management Board and any written decision circulated for written approval.

2. Any exercise of the Deputy Director's powers in relation to decision-making by the Directors shall be as effective as if the powers were exercised by the appointing Director.

A Deputy Director shall be liable for his own acts and omissions as Deputy Director, and Subsection III of this Part shall apply to a person appointed as Deputy Director when acting as such.

141.

Remuneration of the directors

Subject to the Memorandum or Articles of Association of a company, the directors of the company may determine the remuneration of the directors for services to be rendered to the company in any capacity.

142.

Continued liability

A Director who ceases to hold office shall remain liable under all provisions of this Act and under any other written law of Seychelles which imposes obligations on a Director in respect of his acts or omissions or decisions taken during his term of office as Director.

143.

Validity of the Director's acts

The acts of a person acting as Director shall be valid even if it is subsequently established that -

(a) there was an error in the appointment of that person as Director

(b) the person is prohibited from serving as director under section 132;

(c) the person has resigned from office; or

(d) the person was not entitled to vote on the matter in question

Subsection III - Duties of Directors and conflicts

144.

Duties of Directors

Subject to this Section and Section 145, in the exercise of his or her powers and in the discharge of his or her duties, a Director shall -

(a) in accordance with the articles of association; and

Article;

(b) act honestly and in good faith and in what the Director considers to be the best interests of the Company; and

(c) use the care, diligence and competence that a reasonably prudent person would use in the same circumstances.

145.

directors of subsidiaries, etc.

1. A director of a company which is a wholly-owned subsidiary may, when exercising powers or duties as a director, if expressly permitted to do so by the memorandum or articles of association of the company, act in a manner which he believes to be in the best interests of the parent company of that company, even though it may not be in the best interests of the company.

2. A director of a company which is a subsidiary but not a wholly-owned subsidiary may, when exercising powers or performing functions as a director, where expressly permitted by the company's articles of association and with the prior consent of members who are not parent companies, act in a manner which he believes to be in the best interests of the parent company of that company, even if it is not in the best interests of the company.

3. A director of an undertaking operating a joint venture between the members may, when exercising powers or duties as director in connection with the operation of the joint venture, where expressly permitted by the articles of association of the undertaking, act in a manner which he believes to be in the best interests of one or more members, even if it is not in the best interests of the undertaking.

146.

Avoidance of infringements

1. Subject to paragraph 2, and without prejudice to the application of any rule of law authorizing Members or any of them to authorize or ratify any violation of Section 144, no act or omission of a Director shall be treated as a violation of Section 144 if -

(a) all members of the Society approve or ratify the act or omission by resolution of the members; and

(b) following the action or inaction, the entity will be able to settle its liabilities as they fall due.

(2) Subsection (1) shall not, in respect of any act or omission of a director in violation of Section 144, be used to -

(a) any fine or penalty that may be imposed under this Agreement

Law or any other written law of Seychelles; or

(b) any other criminal or regulatory liability of the Director or the Company.

147.

Trust in records and reports

(1) Subject to paragraph (2), a director of a company shall, in the exercise of his powers or in the discharge of his duties as director, be entitled to rely on the list of members and on books, records, accounts and other documents other information prepared or made available and on professional or expert advice given by -

(a) an employee of the entity whom the director has good reason to believe is reliable and competent in relation to the matters concerned

(b) a professional adviser or expert on matters which the Director considers to be reasonably within the professional or technical competence of the person; and

(c) any other director or committee of directors to which the director has not belonged in respect of matters within the authority designated by the director or committee.

(2) Paragraph (1) shall apply only if the Director -

(a) acts in good faith;

(b) carry out a proper investigation where the need to investigate arises from the circumstances; and

(c) does not know that his confidence in the membership roster or the books, records, financial statements and other information or professional advice is not justified.

148.

Disclosure of interest

1. Where a director of an undertaking has an interest in a transaction entered into or to be entered into by the undertaking which is or may be substantially contrary to the interests of the undertaking, the director shall, within seven days of becoming aware that he or she has such an interest, disclose the interest to the board of directors of the undertaking.

(2) A director of an entity shall not be required to comply with subsection (1) if -

(a) the transaction or proposed transaction occurs between the Director and the Company; and

(b) the transaction or proposed transaction is or will be completed in the ordinary course of the Company's business and on customary terms.

(3) For the purposes of paragraph (1), a disclosure to the Board that a director is a member, director, other officer or trustee of another designated entity or person and is to be considered interested in any transaction that may be entered into with that entity or person after the date of registration or disclosure shall be sufficient disclosure of the interests relating to that transaction.

(4) Subject to section 149(1), failure by a Director to comply with subsection 1 shall not affect the validity of any transaction entered into by the Director or the Company.

(5) For the purposes of paragraph (1), no disclosure shall be made to the Board unless it is notified or brought to the attention of any director on the Board.

6. Any disclosure made at a meeting of the Directors shall be recorded in the minutes of the meeting.

(7) A Director who violates paragraph (1) shall be guilty of an offence and shall be liable to a fine not exceeding US$10,000$.

149.

avoidance by the Company of transactions in which the Director is interested

(1) Subject to the provisions of this section, a transaction effected by a company in which a director is interested shall be void in respect of the company unless the director's interest was -

(a) be disclosed to the Executive Board in accordance with paragraph 1

148 before the Company entered into the transaction; or

(b) are not subject to disclosure under section 148(2).

(2) Notwithstanding paragraph (1), a transaction carried out by a company in which a director is interested shall not be contestable by the company if-

(a) the material facts about the Director's interest in the transaction are known to voting members at a meeting of members and the transaction is approved or confirmed by a resolution of the members; or

(b) the entity has received the fair value for the transaction

(3) For the purposes of paragraph (2), whether a company receives fair value for a transaction shall be determined on the basis of the information known to the company and the interested director at the time the transaction is entered into.

4. Subject to the memorandum and articles of association, a director of a company who is interested in a transaction concluded or to be concluded by the company may, -

(a) voting on a matter relating to the transaction;

(b) attend a meeting of the Board of Directors at which any matter relating to the Transaction arises and be one of the directors present at the meeting for the purpose of the quorum; and

(c) sign a document on behalf of the company or do anything else in his capacity as director relating to the transaction.

(5) The prevention of a transaction referred to in paragraph (1) shall not affect the ownership or participation of a person in or ownership of property acquired by that person, if the property was acquired -

(a) by a person other than the company (-the transferor ) ;

(b) for valuable consideration; and

(c) without knowledge of the circumstances of the transaction by which the transferor acquired the property from the company.

Subsection IV - Register of Directors

150.

Register of Directors

(1) A company shall keep at its registered office in Seychelles a register, called the Register of Directors, and -

(a) the name and address of each person who is a director or deputy director of the Company and each person appointed as a reserve director of the Company, specifying whether the person is a director, deputy director or reserve director

(b) the date on which each person whose name is entered in the Register has been appointed as director or deputy director of the Company or appointed as reserve director

(c) the date on which any person appointed as director or deputy director ceases to be director or deputy director of the Company;

(d) the date on which the appointment of a person designated as Reserve Director ceases to have effect; and

(e) other information that may be required by regulations of the Secretary of State.

(2) A company shall ensure that the information to be retained on its board of directors pursuant to paragraph (1) is accurate and up-to-date.

(3) The register of directors may be in such form as may be approved by the directors, but if it is magnetic, electronic or other data storage, the company must be able to provide readable evidence of its contents.

(4) The register of directors shall be prima facie evidence of all matters required or permitted by this Act to be included therein.

(5) An enterprise that violates paragraph (1) or (2) shall be liable to a fine of $500 and an additional $50 for each day or portion thereof that the violation continues.

(6) A director who knowingly permits a violation under paragraph (1) or (2) shall be liable to pay a fine of US$500 and an additional fine of US$50 for each day or portion thereof on which the violation continues.

151.

Inspection of the register of directors

(1) A director or member of a company has the right to free

(2) The right of a person to inspect the information referred to in paragraph (1) shall be subject to reasonable notice or other restrictions which the company may impose by its articles of association or by a resolution of the directors, but not less than 2 hours each business day for inspection.

(3) A person with the right to inspect in accordance with subsection (1) above shall be entitled to demand a copy of or an extract from the Company Register, whereby the Company may charge a reasonable copy fee.

(4) If an examination pursuant to paragraph (1) is refused or if a copy document requested pursuant to paragraph (3) is not provided within 21 working days of the application -

(a) the entity commits a criminal offence and is convicted and sentenced to a fine not exceeding USD 5,000; and

(b) the injured party may apply to the court for an order that he be allowed to inspect the register or that a copy of the register or an extract from it be made available to him

(5) Upon application under paragraph (4), the Court of First Instance may take such decisions as it considers appropriate.

152.

Submission of the register of directors to the Registrar

(1) A company shall -

(a) in the case of a company incorporated under this Act on or after the effective date of the Act, within thirty days of the appointment of its first director or directors under Section 134

(b) in the case of a company which has been continued or converted into a company under this Act within thirty days of its continuation or conversion into a company; and

(c) in the case of an existing company, within 12 months of the entry into force of the law,

submit a copy of the registrar's register for registration by the registrar.

(2) A company which has filed a copy of its register of directors for registration by the Registrar pursuant to subsection (1) must file a copy of its updated register of directors for registration by the Registrar within thirty days of any change in the contents of its register of directors containing the change or changes.

(3) An enterprise that violates paragraph (1) or (2) shall be liable to a fine of $500 and an additional $50 for each day or portion thereof that the violation continues.

Submission of directors to the Registrar

(4) A director who knowingly permits a violation under paragraph (1) or (2) shall be subject to a fine of US$500 and an additional fine of US$50 for each day or portion thereof during which the violation continues.

Subsection V - Board meetings and decisions

153.

Meetings of the Director

1. Subject to the articles of association of a company, the directors of a company may meet at such times and in such manner and places, inside or outside Seychelles, as they deem necessary or desirable.

(2) Subject to the Memorandum and Articles, any one or more directors may call a meeting of directors.

if -

3. A director shall be deemed to be present at a meeting of directors.

(a) the Director attends by telephone or other electronic means; and

(b) all directors attending the meeting are able to hear each other.

(4) The quorum for a meeting of directors shall be that set forth in the articles of incorporation, but, if no quorum is set forth, a meeting of directors shall be duly constituted for all purposes if at the beginning of the meeting half of the total number of directors are present in person or by proxy.

154.

Convening of the meeting of the directors

1. Subject to any requirement in the memorandum or articles of association of a company for a longer period, a director shall be given at least two days' notice of a meeting of directors.

(2) Notwithstanding subsection (1), a meeting of the Board of Directors held in violation of this subsection shall be valid, subject to the Memorandum or Articles of Association, if all directors or a majority thereof as set forth in the Memorandum or Articles of Association or the voting articles of the meeting have waived notice of the meeting; and for this purpose, the presence of any director at the meeting shall be deemed a waiver on his part.

3. The inadvertent non-notification of a Director of a meeting or the fact that a Director has not received notification shall not invalidate the meeting.

155.

Decisions of the Directors

(1) A decision of the Directors may be taken -

(a) at a meeting of the directors; or

(b) subject to the Memorandum and Articles of Association as a written resolution.

(2) Subject to the Memorandum and Articles, a resolution of the directors at a meeting of directors shall be passed by a majority of the votes of the directors attending the meeting and entitled to vote on the resolution.

(3) A written resolution is a resolution passed in writing or by telex, telegram, cable or other written electronic communication without the need for notification -

(a) by a majority of the votes of the directors entitled to vote on the resolution as set out in the articles of association; or

(b) in the absence of a provision in the Memorandum or Articles, by all directors entitled to vote on the resolution.

(4) A written decision -

(a) may consist of multiple documents, including written electronic communications, in similar form, each signed or approved by one or more directors

(b) shall be deemed to be approved when the written instrument of approval or the last of several instruments is last signed or otherwise approved at a later date as specified in the resolution.

156.

Keeping of minutes and resolutions of the directors

(1) A company must -

(a) minutes of all meetings of its directors;

(b) Minutes of all meetings of the committees of its directors;

(c) copies of all written resolutions to which the Directors have agreed; and

(d) Copies of all written resolutions approved by any committee of its directors.

(2) The records referred to in paragraph (1) (referred to in this subsection as the minutes and resolutions) shall be kept for at least seven years from the date of the meeting or the date of the written decision, as applicable.

(3) A company that violates paragraph (1) shall be liable to a fine of $25 for each day or part thereof that the violation continues.

(4) A Director who knowingly permits a violation under paragraph (1) shall be liable to a penalty of 25US$ for each day or part thereof during which the violation continues.

157.

Place of the minutes and resolutions of the directors

(1) A company shall keep its minutes and resolutions in a place inside or outside Seychelles as determined by the directors.

2. Where a company does not keep its minutes and resolutions at its registered office, it shall notify its registered representative in writing of the actual address of the place where its minutes and resolutions are kept.

(3) In the event of a change in the place where its minutes and resolutions are kept, the Company shall, within 14 days of the change, notify its registered representative in writing of the actual address of the place where its minutes and resolutions are kept.

(4) An enterprise that violates paragraphs (1), (2) or (3) above shall be liable to a fine of $25 for each day or part thereof that such violation continues.

(5) A Director who knowingly permits a violation under subsections (1), (2) or (3) shall be liable to a fine of 25US$ for each day or part thereof during which the violation continues.

158.

Inspection of the minutes and resolutions of the directors

(1) A director of a company is entitled to audit the work of the company.

(2) The right of a person to inspect the information referred to in paragraph (1) shall be subject to reasonable notice or other restrictions which the company may impose by its articles of association or by a resolution of the directors, but not less than 2 hours each business day for inspection.

(3) A director of a company shall be entitled to request and make available free of charge a copy of the minutes and resolutions of the company.

(4) If an examination pursuant to paragraph (1) is refused or if a copy document requested pursuant to paragraph (3) is not provided within 21 working days of the application -

(a) the entity commits a criminal offence and is sentenced to a fine not exceeding USD 5,000; and

(b) the injured person may apply to the court for access to the minutes and decisions in question or for a copy to be made available to him.

(5) Upon application under subsection (4), the court or tribunal may give a decision which it considers appropriate.

Subsection VI - Compensation and insurance

159.

Compensation

(1) Subject to paragraph (2) and its Memorandum and Articles of Association, a company may indemnify a person who has-

(a) a party is or has been or threatens to be a party to any threatened, pending or completed civil, criminal, administrative or investigative proceedings because that person is or has been a director of the Company; or

(b) is or was a director of another corporation or partnership, joint venture, trust or other entity, or acts or has acted in any other capacity at the request of the Company.

(2) Subsection (1) shall not apply to a person referred to in this subsection unless that person acted honestly and in good faith and in what he or she believed to be the best interests of the Company and, in the event of criminal proceedings, the person had no reasonable cause to believe that his or her conduct was unlawful.

(3) For the purposes of paragraph (2), a director shall act in the best interests of the Company when he acts in the best interests of -

(a) the parent of the entity; or

(b) one or more members of the Society,

in both cases in the circumstances set out in section 145(1), (2) or (3).

(4) The termination of proceedings by means of a decision, order, settlement, conviction or the initiation of a Nolleprosequi does not in itself give rise to a presumption that the person did not act honestly and in good faith and in the best interests of the company or that the person had reason to believe that his or her conduct was unlawful.

5. Expenses, including legal fees, incurred by a Director in defending a judicial, administrative or investigative proceeding may be paid by the Company prior to the final disposition of such proceeding, after an undertaking by or on behalf of the Director to repay the amount if it is ultimately determined that the Director is not entitled to compensation from the Company pursuant to paragraph 1.

6. Expenses, including legal fees, incurred by a former director in defending a judicial, administrative or investigative proceeding may be paid by the Company prior to the final disposition of that proceeding, after the former director has undertaken to repay the amount if it is ultimately determined that the former director is not entitled to be compensated by the Company pursuant to paragraph 1 and, if applicable, on such other terms as the Company may deem appropriate.

(7) Compensation and funding of expenses provided by or granted under this Section shall not preclude the person seeking compensation or funding of expenses from being entitled to other rights by agreement, resolution of members, resolution of disinterested directors.

or otherwise, both in relation to the exercise of the official function of the person and in relation to the exercise of any other function while serving as a director of the Company.

(8) If a person referred to in paragraph (1) has been successful in the defence of any proceedings referred to in paragraph (1), he shall be entitled to compensation for all costs, including legal fees, and for all judgments, fines and amounts paid in settlement and reasonably incurred by the person in connection with the proceedings.

9. A company shall not compensate a person who breaches the subsection.

(2) and any compensation granted in breach of this Section shall be null and void and of no effect.

160.

Insurance

A company may acquire and maintain insurance in respect of any person who is or has been a director of the company, or who is or has been acting at the request of the company as a director of another corporation or partnership, joint venture, trust or other entity, against any liability asserted against the person and assumed by the person in that capacity, whether or not the company has or would have had the power to release the person from liability under section 159.

PART VIII ADMINISTRATION

Subsection I - Registered office of the company

161.

Registered office

1. Subject to paragraph 2, a company shall at all times have a registered office in Seychelles.

The registered office of a company shall be the same address as the principal place of business of its registered agent in Seychelles.

(3) Subject to paragraph (2), the registered office of a company -

(a) the place indicated as the registered office of the company in which its Memorandum is incorporated; or

(b) if one or more certified amendments to extracts from the Memorandum have been filed with the Registrar pursuant to sections 162 or 163, the place indicated in the last notice entered by the Registrar.

162.

Change of registered office

(1) A company may amend its memorandum and articles of association to change the location of its registered office -

(a) notwithstanding anything in the Memorandum or Articles of Association to the contrary, by simple resolution; or

(b) if so authorised by the Memorandum or Articles, by resolution of the Directors,

filed with the Registrar under Section 23, provided that the registered office of a company is the same address as the principal place of business of its registered agent in Seychelles.

(2) A transfer of the registered office shall become effective when the Registrar submits a certified copy or an extract from the resolution submitted in accordance with section 23 in subsection (1).

163.

Change of registered office where the registered representative changes his address

(1) Subject to paragraph (5), this section shall apply in relation to an undertaking in which -

(a) the registered office of the company is at the head office of its registered agent in Seychelles; and

(b) after the entry into force of the Act, the registered agent of the company changes the location of its principal place of business in Seychelles.

Where this Section applies to a company, its registered agent may transfer the registered office of the company to the new location of its principal place of business in Seychelles by sending a notice in the approved form to the Registrar of Companies stating -

(a) that the registered agent has moved the registered office of its principal place of business to Seychelles and the company intends that its registered office will continue to be the principal place of business of the registered agent

(b) where applicable, that the memorandum and articles of association of the company

indicates the address of the registered agent; and

(c) the new address of the registered agent's principal place of business in Seychelles.

(3) Upon registration by the Registrar of a notice referred to in paragraph (2) -

(a) the transfer of the registered office under this Section takes place

effect; and

(b) if the address of the registered agent is indicated in the Memorandum of the Company, the Memorandum is deemed to be amended to indicate the amended address of the registered agent's principal place of business in Seychelles.

(4) A person acting as registered agent for more than one company may file a single communication combining one or more of the communications referred to in paragraph (2).

(5) This section covers a former Act company -

(a) whose registered agent has transferred its principal place of business in Seychelles within six months before the commencement of the Act

(b) which had not changed the location of their registered office at the date of entry into force of the law.

Subsection II - Registered representative

164.

International trading company with registered representative

(1) A company must at all times have a registered agent in relation to Seychelles.

(2) No person shall be or be the registered agent of a company unless that person is authorised to provide international business services under the International Corporate Services Act.

(3) Unless the last registered representative of the Company has resigned pursuant to section 167 or is no longer the registered representative of the Company pursuant to section 168, the registered representative of a company -

(a) the person named in the Memorandum as the registered agent of the Company; or

(b) where one or more certified copies or extracts of resolutions of amendment have been filed by registered agents with the Registrar under section 169 since the registration of the Memorandum, the person named as the registered agent of the company in the last notice to be registered by the Registrar.

(4) Unless otherwise provided for in this Act, a document which must or may be filed by a company with the Registrar of Companies may only be filed -

(a) through its registered agent;

(b) in respect of a fee created by the Company, its registered agent or as otherwise permitted under Part IX of this Act; or

(c) where a liquidator is appointed under Part XVII of this Act in relation to the company, by its registered agent or as otherwise permitted under Part XVII, where a document relating to a company is filed with the Registrar by a person entitled to do so under Part IX or Part XVII who is not the registered agent of the company, the Registrar shall send a copy of the filed document to the registered agent of the company or otherwise give notice in writing.

(5) A company that does not have a registered agent in violation of subsection (1) shall be subject to a $100 fine and an additional $25 fine for each day or portion thereof that the violation continues.

(6) A director who knowingly permits the violation referred to in subsection (5) shall be liable to a fine of US$100 and an additional fine of US$25 for each day or portion thereof on which the violation continues.

(7) Subject to section 168(11), a person who contravenes subsection (2) shall commit a criminal offence and shall be liable on conviction to a fine not exceeding USD 25 000.

165.

Appointment of the registered representative

(1) If at any time a company does not have a registered agent, it shall promptly appoint a registered agent by resolution of members or directors.

(2) A decision on the appointment of a registered representative may be taken -

(a) by the members of the company, notwithstanding anything in the articles of association to the contrary; or

(b) if so authorised by the Memorandum or Articles of Association, by the directors of the company.

3. A notification of the appointment of a registered representative in the approved form shall be confirmed by the registered representative with his consent to act as a registered representative and shall be submitted by the registered representative to the Registrar.

(4) The appointment of the registered representative shall take effect upon registration by the Registrar of the communication submitted pursuant to paragraph (3).

166.

Indicated amendment to the Memorandum where the registered agent changes the company name

1. This Section shall apply in relation to an undertaking in which -

(a) the registered agent of the company changes his company

name; and

(b) that the registered agent is indicated in the Memorandum as the registered agent of the Company, whether as the first or subsequent registered agent.

(2) Where this section applies to a company, its registered agent may file a notice in the approved form stating -

(a) that the registered representative has changed his registered name

(b) that the registered agent is indicated in the Memorandum as the registered agent of the Company, whether as first or subsequent registered agent; and
(c) the new name of the registered distribution company. 3. Upon registration of a notice referred to in paragraph (2), the memorandum and articles of association shall be deemed to have been amended to indicate the new name of the company with effect from the date of registration of the notice.

(4) A person acting as registered agent for more than one company may file a single communication combining one or more of the communications referred to in paragraph (2).

167.

Resignation of the registered representative

(1) A person may resign as a registered agent of a company only in accordance with this Section.

(2) A person who wishes to resign as a registered agent of a company must give at least 30 days written notice to the Company that he intends to resign as a registered agent of the Company on the date specified in the notice to a person referred to in paragraph (3) (d).

(3) A notification under paragraph (2) must -

(a) declare that it is required under this Act that the company has a registered agent in Seychelles

(b) declare that the Company must appoint a new registered agent by the withdrawal date specified in the notice;

(c) declare that the list of names and addresses of all persons authorised by the Authority to provide registered agent services in Seychelles is available on the Authority's website; and

(d) be sent without delay -

(i) by mail or personal delivery to a director of the Company at his last known address or by e-mail to the director at his last known e-mail address; or

(i) where the Registered Agent has habitually received his instructions regarding the Company from a person other than a director, officer or member of the Company by mail or personal delivery to the person from whom the Registered Agent last received instructions regarding the Company, or by e-mail to that person at his last known e-mail address

(4) If a company does not change its registered agent pursuant to Section 169 on or before the date of withdrawal specified in a notification pursuant to paragraph (2), the registered agent may notify the Registrar in writing after that date of his withdrawal as registered agent of the company.

(5) A copy of the notification referred to in paragraph (4) shall be attached to a notification under paragraph (2).

(6) Unless the company has previously changed its registered agent, the resignation of a registered agent shall take effect from the date on which the declaration of resignation is registered with the Registrar pursuant to paragraph (4).

168.

Registered representative who is no longer capable of acting

(1) For the purposes of this Section, a person is no longer entitled to act as a registered agent if he does not hold a licence to provide international corporate services under the International Corporate Service Providers.

(2) If a person is no longer entitled to act as a registered agent, he shall, in respect of any company of which he was the registered agent immediately before the termination of his activity, inform the company in accordance with paragraph (3) within 30 days of the termination of the activity as a registered agent.

(3) A notification under paragraph (2) must -

(a) to declare that the person making the notification has ceased to be

is entitled to be the registered representative of the company;

(b) declare that it is required under this Act that the company has a registered agent in Seychelles;

(c) declare that the Company must appoint a new registered agent within 90 days of the date of the notice;

(d) declare that after the expiry of 90 days from the date of the notification, the person making the notification is no longer the registered agent of the Company if the Company has not changed its registered agent by that time;

(e) declare that the list of names and addresses of all persons authorised by the Authority to provide services to registered agents in Seychelles is available on the Authority's website; and

(f) be sent without delay -

(i) by mail or personal delivery to a director of the Company at his last known address by e-mail to the director at his last known e-mail address; or

(i) where the Registered Agent has habitually received his instructions regarding the Company from a person other than a director, officer or member of the Company by mail or personal delivery to the person from whom the Registered Agent last received instructions regarding the Company, or by e-mail to that person at his last known e-mail address

(4) A person who has made a notification under subsection (2) must file a copy of such notification with the Registrar within 14 days of the filing of such notification, unless the company to which a notification is given under subsection (2) has changed the Registrar Agent since the filing of the notification.

(5) A company notified under subsection (2) must change its registered agent pursuant to section 169 within 90 days of the date of notification.

(6) A person who is no longer permitted to act as a registered agent shall terminate as a registered agent of any company to which it has sent a notification under subsection (2), through a director or other person referred to in subsection (3), in each case earlier than -

(a) the date on which the company changes its registered agent pursuant to subsection (5); or

(b) on the first day following the expiry of the period of notice referred to in paragraph (5).

(7) In respect of the period from the date on which a person ceases to be entitled to act as a registered agent under paragraph (1) until the person ceases to be the registered agent of its client enterprises under paragraph (6), the person - -

(a) is authorised only to retain and transfer records of its client enterprises to a registered successor

(b) it is not permitted to offer its client companies other services that are licensable under the International Corporate Service Providers Act (Cap 275); and

(c) it is not permitted to establish or continue a business, advertise its services as a registered agent or otherwise engage in any other activities as a registered agent

(8) A person who violates paragraphs (2) or (7) shall commit a criminal offence and shall be liable to a fine not exceeding US$25,000 by reason of conviction.

(9) A Director who knowingly permits an infringement (by a person who is a corporation) under subsections (2) or (7) shall commit a criminal offence and shall be liable by conviction to a fine not exceeding US$25,000.

(10) A company which violates paragraph (5) shall be liable to a fine of $25 for each day or part thereof that the violation continues.

(11) A person does not infringe section 164(2) simply because -

(a) it is no longer authorised to act as a registered agent; and

(b) after termination of capacity to act, continues to be the registered agent of a company for the period from the day on which it ceases to be capable of acting until the day on which the company appoints a new registered agent.

169.

Change of the registered representative

1. Subject to paragraph 2, a company may amend its memorandum and articles of association in order to change its registered agent,-

(a) notwithstanding anything in the Memorandum or Articles of Association to the contrary, by unanimous decision of the Members; or

(b) when permitted by the Memorandum or Articles of Association, by simple resolution or by resolution of the directors.

(2) Subject to subsection (3), a company wishing to amend its registered agent must, within 14 days of the date of the resolution referred to in subsection (1) (the amendment of the registered agent resolution ), submit to the Registrar of Companies pursuant to section 23(1) a certified copy of or an extract from the amendment to the registered agent resolution filed on behalf of the company.

Change of the registered representative

(a) the existing registered agent of the company; or

(b) the proposed new registered agent of the Company.

(3) Subject to paragraph (4), the Registrar shall not register a certified copy or an extract amendment of the resolution on the registered agent of the company unless the Registrar has also received written consent from the existing registered agent to the change of registered agent and the proposed new registered agent filing the extract resolution.

(4) The existing registered agent of a company must give his written consent under paragraph (3), unless -

(a) it has not been authorised in writing by the Company to give its consent to the change of registered agent; or

(b) all fees payable to the existing registered agent have not been paid.

(5) A change of the registered representative shall become effective when the Registrar registers with the Registrar the certified copy or the extract from the resolution referred to in paragraph (1) filed in accordance with Section 23.

(6) A person who fails to comply with subsection (4) within 14 days of the date of the amendment of the registered agent's order shall be liable to pay a fine of US$100 and an additional fine of US$25 for each day or part thereof on which the violation continues, provided that this 14-day period does not begin to run until -

(a) the existing registered agent has been authorised in writing by the Company to give its consent to the change of registered agent; and

(b) all fees payable to the existing registered agent have been paid.

Subsection III - General provisions

170.

The name of the company to appear in the correspondence, etc.

The name of a company must appear in legible letters in all its -

(a) business letters, statements of account, invoices and order forms

(b) communications and other official publications; and

(c) negotiable securities and letters of credit purportedly signed by or on behalf of the Company.

171.

Annual yield

(1) Subject to paragraph (2), each company shall, not later than 31 December in each year following the year in which it was incorporated or continued or converted into a company under this Act, communicate its registered name.

Representative in Seychelles an annual return in the form of a statement in the approved form signed by or on behalf of the company and containing the information set out in the Sixth List.

(2) For the purposes of this section, the date of formation of a former Act company under this Act shall be deemed to be its date of formation or continuation or conversion into a former Act company under the previous Act.

(3) An entity shall not make false or misleading disclosure under paragraph (1).

(4) A company that violates paragraph (1) shall be liable to pay a fine of $500.

(5) A company that violates paragraph (3) shall be guilty of a criminal offence and shall be liable to a fine not exceeding US$5,000.

172.

Service of documents

(1) Service of a document in connection with legal proceedings or any other document may be effected on a company by leaving it with a company, by registered letter or by any other prescribed means of communication to -

(a) the registered office of the company; or

(b) its principal place of business in the Seychelles region

the registered representative of the company.

(2) For the purposes of paragraph (1)(a), where a company has no registered agent, its registered office shall be the principal place of business in Seychelles of the last registered agent of the company.

(3) For the purposes of paragraph (1), -registered mail means any system of postal delivery by postal authorities or private courier services which provides proof of delivery by means of the addressee's signature on the delivered item.

(4) Notwithstanding and without prejudice to paragraph (1), service of a document concerning a company may be effected by the Registrar of Companies by ordinary post, fax or e-mail to the principal place of business of the registered agent of the company in Seychelles.

(5) The Minister may issue regulations to determine the methods by which proof of service of a document concerning an enterprise may be furnished.

173.

Provision of records

(1) For the purposes of this Section -records, in respect of a

(a) Accounting records;

(b) Minutes and resolutions of members, which are kept in accordance with § 125

(c) Minutes and resolutions of the Directors which are kept in accordance with section 156;

(d) annual declarations pursuant to § 171; (e) list of members;

(f) Register of Directors;

(g) registers of beneficial owners; and

(h) Register of fees (if any) .

Where a company is required under any written law of Seychelles to make available all or any part of its records (or copies thereof), including (without limitation) a request from -

(a) the Seychelles Tax Authority, to respond to a request for information under a tax treaty

(b) the Financial Intelligence Unit within the anti-money system

Laundering Act; or

(c) the Registrar for the purpose of monitoring and evaluating compliance with this Act,

The company shall arrange for the requested records (or copies thereof) to be supplied to the applicant in Seychelles within the time limit specified in the application.

(3) A company that violates paragraph (2) shall be required to pay a penalty payment to the Registrar of $500 and an additional penalty of $50 for each day or part thereof that the violation continues.

(4) A director who knowingly admits a violation under subsection (2) above shall be required to pay to the registrar a penalty payment of US$500 and an additional penalty of US$50 for each day or part thereof that the violation continues.

Subsection IV - Accounting records

174.

bookkeeping

1. An undertaking must keep reliable accounting records which -

(a) are sufficient to present and explain the company's transactions

(b) to determine the entity's financial position with reasonable accuracy at all times; and

(c) to permit the preparation of financial statements of the company.

(2) For the purposes of paragraph (1), accounting records shall be deemed not to have been kept if they do not give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and do not explain its transactions.

(3) A company that violates paragraph (1) shall be liable to a $100 fine and an additional $25 fine for each day or part thereof that the violation continues.

(4) A Director who knowingly admits a violation under paragraph (1) shall be liable to pay a penalty of 100US$ and an additional penalty of 25US$ for each day or part thereof that the violation continues.

175.

Location and storage of accounts

(1) The accounts of a company shall be kept at its registered office or at such other place as the directors may consider appropriate.

(2) If the accounting records of a company are kept at a place other than its registered office, the company shall inform its registered agent in writing of the physical address of that place.

3. If the place where the accounting records of a company are kept is changed, the company shall inform its registered agent in writing of the actual address of the new location of the records within 14 days of the change of location.

(4) The accounting records shall be kept by the Company for at least 7 years after the completion of the transactions or operations to which they relate.

(5) A company that violates this section is committing a criminal offence and will be fined a maximum of US$2,500 for conviction.

176.

Audit of the accounts by the directors

(1) A director of a company may -

(a) to inspect the Company's books and records free of charge and to take copies or extracts thereof at such reasonable time as it may determine

(b) require the company to provide originals or copies of the accounting documents within 14 days.

(2) An enterprise shall comply with a request under paragraph (1).

(3) A company that violates this section shall be guilty of a criminal offence and shall be liable to a fine not exceeding US$2,500 by reason of conviction.

4. Where accounting documents are not made available for inspection by a director in contravention of this Section, the Tribunal may, at the request of that director, order the inspection or service of such documents and make such related orders as it considers appropriate.

PART IX FEES FOR CORPORATE PROPERTY

177.

Interpretation

(1) In this part -

-batch means any form of security interest, including but not limited to -

(a) a charge of fixed or variable rate; (b) a mortgage;

(c) a lien; or

(d) a pledge,

on property wherever located, except for interests arising from the application of the law, and -chargee and -chargor shall be interpreted accordingly;

-liability contains contingent liabilities and anticipated obligations;

-existing charge means a charge created by a former Act company before the Act came into force -

(a) whether or not the fee has been registered under Section

101A(2) of the previous Act; and

(b) which has not been fully discharged and which has been cancelled at the effective date.

Date of entry into force of the law;

-property includes real estate, movable property, money, goods, intellectual property and any other type of property, wherever located, and obligations and any description of interests, whether present or future or vested or conditional, arising out of or in addition to the property; and

-relevant charge means a charge established on or after the entry into force of the Act.

2. A reference in this Part to the formation of a charge shall include a reference to the acquisition, wherever located, of immovable property which was subject to a charge immediately before its acquisition and which shall remain subject to that charge after its acquisition, and for this purpose the date of the formation of the charge shall be deemed to be the date of acquisition of the immovable property.

178.

The Company may encumber its assets

1. Subject to its memorandum and articles of association, a company may, by a written document, charge a fee for all or any of its assets.

2. The governing law for a charge created by a company may be the law of such jurisdiction, which may be agreed between the company and the chargee, and the charge shall be binding on the company to the extent and in accordance with the requirements of the applicable law.

(3) If an entity acquires paid property -

(a) Subsection (1) does not require the acquisition of the property to be by a written instrument unless the acquisition must otherwise be by a written instrument; and

(b) Unless otherwise agreed between the Company and the chargee, the law applicable to the interest immediately prior to the acquisition by the Company of the property subject to the interest shall apply.

179.

Register of fees

(1) A company shall keep at its registered office in Seychelles a register of all relevant fees and pre-existing fees created by the company, called the Register of Fees, which shall indicate for each fee -

(a) if the fee is a fee created by the company, the date of its creation or, if the fee is a fee based on real estate acquired by the company, the date on which the real estate was acquired

(b) a brief description of the liability secured by the charge; (c) a brief description of the assets charged;

(d) the name and address of the collateral taker, who may act as trustee or collateral agent for other persons;

(e) details of any prohibitions or restrictions contained in the instrument establishing the fee that authorises the company to create a future fee that takes precedence over or is equal to the fee.

(2) The register of fees may be drawn up in such form as may be approved by the directors but, if it is magnetic, electronic or other data storage, the company must be able to provide legible evidence of its contents.

(3) A company that violates paragraph (1) shall be liable to a $100 fine and an additional $25 fine for each day or part thereof that the violation continues.

(4) A Director who knowingly admits a violation under paragraph (1) shall be liable to pay a penalty of 100US$ and an additional penalty of 25US$ for each day or part thereof that the violation continues.

180.

Review of the register of fees

(1) A director or member of a company shall have the right to dispose, free of charge, of

(2) The right of a person to inspect the information referred to in paragraph (1) shall be subject to reasonable notice or other restrictions which the company may impose by its articles of association or by a resolution of the directors, but not less than 2 hours each business day for inspection.

(3) A person with the right of inspection under subsection (1) above shall be entitled to request a copy of or an extract from the register of fees of the Company, whereby the Company may charge a reasonable copy fee.

(4) If an examination pursuant to paragraph (1) is refused or if a copy document requested pursuant to paragraph (3) is not provided within 21 working days of the application -

(a) the entity commits a criminal offence and is sentenced to a fine not exceeding USD 5,000; and

(b) the injured party may apply to the court for an order that he be allowed to inspect the register or that a copy of the register or an extract from it be made available to him

(5) Upon application under paragraph (4), the Court of First Instance may take such decisions as it considers appropriate.

181.

Registration of fees

(1) If a company charges an appropriate fee, a request to the registrar to register the fee may be made by -

(a) the company, acting through its registered agent or a lawyer in Seychelles authorised to act on its behalf; or

(b) a registered agent (other than the company's registered agent) or a solicitor in Seychelles acting on behalf of the collateral taker

(2) The application under subsection (1) shall be made by filing -

(a) an application setting out the details of the levy referred to in points (a) to (e) of the first paragraph of Section 179 in the approved form

(b) the instrument or a certified copy of the instrument giving rise to the charge; and

(c) in the case of an application made by or on behalf of the collateral taker, written consent to the application signed by or on behalf of the collateral provider.

3. The Registrar shall keep a register for each company, known as the Register of Registered Fees, which shall contain the following information in respect of each relevant fee registered under this Section - -

(a) if the fee is a fee created by the company, the date of its creation or, if the fee is a fee based on real estate acquired by the company, the date on which the real estate was acquired

(b) a brief description of the liability secured by the charge; (c) a brief description of the assets charged;

(d) the name and address of the collateral taker, who may act as trustee or collateral agent for other persons; and

(e) any other information that the Registrar considers appropriate.

(4) If the Registrar determines that the requirements of this Part for registration are met, the Registrar shall, upon receipt of an application under paragraph (2), without undue delay -

(a) enter the fee in the register of registered fees which he keeps on behalf of that company

(b) issue a letter of registration for the fee and send it, together with a sealed copy of the filed fee certificate or certified copy instrument, to the person who made the application under subsection (1); and

(c) if the person who made the request under paragraph (1) was not the registered representative of the loading company, send a copy of the registration letter of the shipment to the registered representative of the loading company.

5. The Registrar shall indicate in the Register of registered fees and in the registration letter the date and time when a fee was registered.

(6) A registration letter issued in accordance with paragraph (4) shall be conclusive evidence that the requirements of this Part for registration are met.

and that the fee referred to in the letter was registered on the date and time indicated in the letter.

(7) No fee registered under this Section is required to be entered in the Register of Deeds (which is maintained by the Registrar of Deeds under the Mortgage and Registration Act) for a date Certaine pursuant to Article 1328 of the Civil Code of Seychelles.

182.

Change of the registered fees

(1) If there is a change in the conditions for a levy registered under section 181, the application for registration of the change may be submitted by-

(a) the company, acting through its registered agent or a lawyer in Seychelles authorised to act on its behalf; or

(b) a registered agent (other than the company's registered agent) or a solicitor in Seychelles acting on behalf of the collateral taker

(2) The application referred to in paragraph (1) shall be made by filing -

(a) an application in the approved form

(b) the instrument, or a certified copy of the instrument that modifies the terms of the batch; and

(c) in the case of a request for amendment made by or on behalf of the collateral taker, a written consent to the request signed by or on behalf of the collateral provider.

(3) Upon receipt of an application pursuant to paragraph (2), the registrar shall without undue delay -

(a) record the change of cargo

(b) issue a certificate of registration of the fee variation and send it, together with a sealed copy of the submitted fee variation certificate or certified copy instrument, to the person who made the request under paragraph 1; and

(c) if the person who made the application under subsection (c).

(1) was not the registered representative of the Chargor Society

send a copy of the registration letter of the fee change to the registered representative of the loading company.

4. The Registrar shall indicate in the Register of registered fees and in the Letter of Amendment the date and time when a change in the fee was registered.

(5) A registration letter issued pursuant to paragraph (3) shall constitute conclusive evidence that the change referred to in the letter was registered on the date and time specified in the letter.

183.

Fulfilment or release of the fee

(1) A satisfaction or release notice in the approved form may be filed with the Registrar under this section if -

(a) all liabilities secured by the fee registered under section 181 have been paid or satisfied in full; or

(b) a fee registered under section 181 no longer affects the ownership or part of the assets of a company.

(2) A satisfaction or release must -

(a) disclose whether the fee has been paid or satisfied in full or whether the fee no longer relates to the property or part of the entity's assets

(b) if the fee no longer relates to the property or part of the property of the entity, indicate the property of the entity that is no longer affected by the fee and indicate whether this is all or part of the entity's property; and

(c) signed by or on behalf of the collateral taker.

(3) Satisfaction or release may be submitted by -

(a) the company, acting through its registered agent or a lawyer in Seychelles authorised to act on its behalf; or

(b) a registered agent (other than the company's registered agent) or a solicitor in Seychelles acting on behalf of the collateral taker

(4) If the Registrar is satisfied that a notification submitted under paragraph (1) is properly completed and complies with paragraph (2), the Registrar shall promptly register the notification and issue a letter of satisfaction or fee release and send -

(a) the letter addressed to the person who filed the application referred to in paragraph (1); and

(b) if the person who made the request under paragraph (1) was not the registered agent of the company, a copy of the letter addressed to the registered agent of the company.

(5) The Registrar shall indicate in the Register of registered fees and in the letter issued pursuant to paragraph (4) the date and time on which the notification submitted pursuant to paragraph (1) was registered.

(6) From the date and time specified in the letter referred to in paragraph (4)(a), the fee shall be deemed not to have been registered for the property referred to in the notification referred to in paragraph (1).

184.

Priorities for the relevant charges

(1) A relevant levy on the property of a company registered in accordance with section 181 shall take precedence over -

(a) a corresponding levy on the property which is subsequently registered in accordance with section 181; and

(b) a corresponding levy on the property which is not registered under section 181.

(2) Relevant fees which are not registered under Section 181 shall apply among themselves in the order in which they were established.

185.

Priorities in relation to existing charges

(1) Existing encumbrances on the assets of a company shall be placed among themselves in the order in which they arose.

(2) In the case of a pre-existing charge on the assets of a company and a corresponding charge on the same assets -

(a) the existing fee is prior to the fee in question, as priority is determined on the basis of the order in which each fee is created; and

Priorities for the relevant charges

Priorities in relation to existing charges

(b) where the pre-existing fee is registered under Section 181, the date of registration shall not be taken into account in determining the priority of the pre-existing fee.

(3) Paragraph (2) shall apply irrespective of whether the existing fee -

(a) is not registered

(b) is registered under section 181; or

(c) was registered under the previous law.

186.

Exceptions relating to priorities

Notwithstanding sections 184 and 185 -

(a) the order of priority of the charges is subject to -

(i) any express written consent of the holder of a fee which changes the priority of that fee in comparison with one or more other fees which it would have given priority to, but for the consent; or

(i) any written agreement between the fee holders concerning priorities in relation to the fees held by the respective fee holders; and

(b) a registered pending cargo is deferred to a subsequently registered firm cargo, unless the pending cargo contains a prohibition or restriction on the company's authority to create a future cargo that takes precedence over or is equal to the cargo.

187.

Enforcement of prosecution under Seychelles law

(1) Where the applicable law for a charge created by a company is the law of Seychelles, the charge shall, in the event of default by the charger in respect of the charge, be entitled to the following remedies -

(a) subject to any restrictions or contrary provisions in the instrument imposing the charge, the right to sell all or part of the property secured by the charge; and

(b) the right to designate a recipient who, subject to any restrictions or provisions to the contrary in the instrument making the charge

(i) receive distributions and other income in respect of the property secured by the charge; and

(i) exercise any other rights and powers of the chargor in respect of the property secured by the cargo

up to the point where the cargo is unloaded.

(2) Subject to paragraph (3), where the applicable law to a summons created by a company is the law of Seychelles, the remedies referred to in paragraph (1) shall be available only after -

(a) a default has occurred and has lasted for a period of at least thirty days or such shorter period as may be specified in the instrument making the charge; and

(b) the non-compliance has not been remedied within fourteen days, or such shorter period as may be specified in the instrument fixing the fee for service of the notice specifying the non-compliance and requiring its remedy.

(3) Where the law applicable to a fee created by a company is the law of Seychelles, if the instrument establishing the fee so provides, the remedies referred to in paragraph (2) shall be immediately applicable in the event of default.

(4) For the avoidance of doubt and subject to its provisions, an accusation, including under paragraph 1(a), may be made without an order of the court.

188.

Exercise of the right to distribute under a statutory fee in Seychelles

Notwithstanding anything to the contrary in any fee regulated under Seychelles law, if a chargee exercises its right to sell under this Act, the sale shall be made at -

(a) open market value at the time of the sale; or

(b) the best price reasonably obtainable if no open market value exists at the time of the sale.

(2) Unless the provisions of a levy regulated under Seychelles law provide otherwise, a sale may be carried out in accordance with section 187(1)(b). (a) may be conducted in any manner, including by private sale or public auction.

PART X CONVERSIONS

Subsection I - General provisions

189.

Interpretation

In this subsection -

(a) Ordinary Company Registrar means the Registrar of Companies under the Companies Act; and

(b) Reference to an extract is an extract confirmed as true by -

(i) in the case of a company, its registered agent; or

(i) in the case of an ordinary company, a director or his proposed registered agent

190.

Declaration of conformity

(1) For the purposes of this Part, a declaration of conformity is a statement signed by a director that all the requirements of this Act in relation to the conversion of a company are met.

(2) The Registrar may rely on a declaration of conformity in all respects in the performance of his duties under this Act and shall therefore not be obliged to inquire further whether the provisions of this Act have been complied with in connection with any conversion or transfer.

(3) A director who makes a false, misleading or deceptive statement about any particular material without reasonable excuse shall be guilty of a criminal offense and shall be liable by conviction to a fine not to exceed US$10,000.

191.

Conversions are not standard

Conversion under this Part shall not be deemed to have taken place

(a) as a breach of contract or breach of confidence or otherwise as civil law

(b) as a breach of any provision of a contract prohibiting, restricting or regulating the assignment or transfer of rights or obligations; or

(c) as a cause of action by a Party or other instrument, as a default under a contract or other instrument, or as a cause or permit of termination of a contract or other instrument or obligation or relationship.

Subsection II - Transformation of an Ordinary Company into an International Business Company and vice versa

192.

Conversion of the ordinary company into an international trading company

(1) An Ordinary Company may be converted into an International Business Company in accordance with the provisions of this Section.

(2) The Ordinary Company may not be converted unless it has received a letter from Seychelles Tax Authority stating that it has no objection to the conversion of the Ordinary Company into an ITC.

(3) The Ordinary Society makes a special resolution of the members on the approval -

(a) the transformation of the company into an ITC; and

(b) to amend its Memorandum and Articles of Association to comply with the requirements of this Act in respect of the Memorandum and Articles of Association of an ITC

(4) The ordinary company shall file with the Registrar -

Conversion of the ordinary company into an international trading company

(a) an extract from the special decision referred to in paragraph 3;

(b) its proposed revised memorandum and articles;

(c) a declaration of conformity or an extract thereof;

(d) provide satisfactory evidence to the Registrar that it is in good standing under the Companies Act; and

(e) a copy of the non-opposition letter from the Seychelles Commission of Refugees referred to in subsection (2) .

(5) Upon receipt of the dossier referred to in subsection (4 ) together with the fee referred to in Part II of the Second Annex, the

The registrar should -

(a) register the amended Memorandum and Articles

(b) issue to the Company a certificate of conversion into an ITC in the approved form; and

(c) to notify the Company's regular Registrar of the transformation in writing.

6. The certificate of conversion into an ITC shall be signed and stamped by the Registrar.

(7) The conversion of the Company into an ITC shall take effect on the date of the issue of the certificate of conversion by the Registrar of Companies.

(8) Upon receipt of the notification referred to in paragraph 5(c), the ordinary registrar of the company shall delete the name of the company from the register of companies registered under the Stock Corporation Act.

193.

Effect of the transformation of the ordinary company into an international trading company

If an ordinary company is converted into an ITC pursuant to section 192 -

(a) all assets and rights to which the ordinary company was entitled immediately before the conversion remain the property and rights of the ITC

(b) the ITC remains subject to all criminal and civil obligations and all contracts, debts and other obligations to which the ordinary company was subject immediately before its transformation;

(c) all actions and other legal proceedings which could have been instituted or continued immediately before the conversion by or against the ordinary company, by or against the ITC after the conversion; and

(d) a conviction, sentence, judgment, decision, order or ruling in favour of or against the ordinary company may be issued by or enforced against the ITC after the transformation.

194.

Conversion of the international business company into an ordinary company

1. An ITC may be converted into an ordinary company in accordance with the provisions of this Section.

(2) The Company adopts a special resolution -

(a) approval of the conversion of the company into an ordinary company

(b) to approve the amendment of its Memorandum and Articles of Association to meet the requirements of the Companies Act in respect of the Memorandum and Articles of Association of a company to be incorporated as an ordinary company.

(3) The company must file with the ordinary registrar of companies -

(a) an extract from the special decision referred to in paragraph 2;

(b) its proposed revised memorandum and articles;

(c) a certificate of good repute issued under this Act by the Registrar in respect of the company; and

(d) a declaration of conformity or an extract thereof.

(4) Upon receipt of the documents referred to in paragraph (3), accompanied by a corresponding fee in accordance with the Stock Corporation Act, the ordinary registrar of the Company -

(a) Registration of the amended Memorandum and Articles;

(b) issue to the company a certificate of conversion into an ordinary company; and

(c) inform the Registrar in writing of the conversion.

(5) The certificate of conversion into an ordinary company shall be signed and sealed by the Registrar of Ordinary Companies.

6. The conversion of the company into an ordinary company shall take effect on the date on which the ordinary registrar of the company issues the certificate of conversion into an ordinary company.

7. Upon receipt of the notification referred to in paragraph 4(c), the Registrar shall delete the name of the company from the register.

195.

Effect of the transformation of an ITC into an ordinary company

If an international business company is converted into an ordinary company pursuant to section 194 -

(a) all assets and rights to which the ITC was entitled immediately before such conversion remain the property and rights of the ordinary company

(b) the ordinary company continues to be subject to all criminal and civil obligations and all contracts, debts and other obligations to which the ITC was subject immediately before its transformation;

(c) all actions and other legal proceedings which could have been commenced or continued immediately before the conversion by or against the ITC, by or against the ordinary company after the conversion; and

(d) any conviction, judgment, order or decision in favour of or against the ITC may be enforced by or against the ordinary company after the conversion.

Subsection III - Transformation of the non-cellular society into a protected cell society and vice versa

196.

Transformation of the non-cellular society into a protected cell society

(1) A non-cellular society may be transformed into a protected cell society in accordance with the provisions of this Section.

(2) The company may not be converted unless it has obtained the written consent of the Authority in accordance with the provisions of Subsection II of Part XIII.

(3) The Company adopts a special resolution -

Protected Cell Society;

(b) to approve the amendment of its Memorandum to comply with the requirements of this Act in respect of the Memorandum of a company to be incorporated as a Protected Cell Company

(4) The special decision under paragraph (3) may also -

(a) to approve the amendment to the Articles of Association of the Company; and

(b) authorise the creation of cells of the protected cell society and establish members, shares, capital, assets and liabilities between these cells and between these cells and the nucleus.

(5) The company must file with the Registrar -

(a) an extract from the special decision referred to in paragraph (3) ;

(b) its proposed revised memorandum and, if appropriate, article;

(c) a declaration of conformity or an extract thereof; and

(d) a copy of the consent of the authority referred to in subsections (1) and (2)

6. The declaration of conformity shall include a statement that -

(a) the protected cell company and each cell will satisfy the solvency test immediately after conversion; and

(b) there are no creditors of the company whose interests are unduly affected by the conversion.

(7) Upon receipt of the documents referred to in paragraph (5), the Registrar shall -

(a) register the amended Memorandum and, if applicable, Articles; and

(b) issue to the Company a certificate of conversion into a protected cell company in the approved form.

(8) The certificate of conversion into a protected cell company shall be signed and sealed with the official seal by the Registrar.

(9) The conversion of the Company into a Protected Cell Company shall become effective on the date of the issuance of the certificate of conversion by the Registrar into a Protected Cell Company.

197.

Effects of the transformation of a non-cellular society into a protected cell society

(1) If an enterprise is converted into a protected cell enterprise pursuant to section 196 -

(a) all assets and rights to which it was entitled immediately before the conversion remain its property and rights

(b) it continues to be subject to all criminal and civil obligations and to all contracts, debts and other obligations to which it was immediately subject before such conversion;

(c) all actions and other legal proceedings which could have been instituted or continued by or against it immediately before such conversion may be instituted or continued by or against it in its new name;

(d) a judgment, decision, order or decree in favour of or against them before conversion may be enforced by them or against them after conversion; and

(e) subject to paragraph 2, its members, shares, capital, assets and liabilities shall be allocated between its cells and between its cells and the nucleus in accordance with the provisions of a special resolution providing for such allocation, as referred to in section 196(4)(b).

(2) Notwithstanding the provisions of paragraph (1)(e) and Part XIII, any creditor who has entered into a transaction with an entity prior to conversion into a protected cell entity shall, in respect of any liability for that transaction, have recourse to all nuclear and cell assets (other than any cell assets attributable to a cell created after such conversion) unless the creditor has agreed otherwise.

(3) Unless the directors had good reason to believe that the protected cell company and each cell would satisfy the solvency test immediately after conversion, each director who signed the declaration of conformity shall be personally liable to pay to the core or cell of the protected cell company the same amount of money as the core or cells had to pay to a creditor that the core or cells would not have had to pay but only for the provisions of paragraph (2) .

198.

Transformation of the protected cell society into a non-cellular society

(1) A protected cell society may be transformed into a non-cellular society in accordance with the provisions of this section.

(2) The company may not be converted unless it has obtained the written consent of the Authority in accordance with the provisions of Subsection II of Part XIII.

(3) The Company adopts a special resolution -

(a) authorizing the transformation of the protected cell society into a non-cellular society; and

(b) to approve the amendment of its Memorandum to meet the requirements of this Act in respect of the Memorandum of a non-cellular company.

(4) The special resolution pursuant to paragraph (3) may also require the approval of

Amendment of the Articles of Association of the Company.

(5) A cell of the Company, if cell shares have been issued for this purpose, shall adopt a special resolution to convert the Company into a non-cellular company.

(6) Subject to paragraphs (7) and (8), the company shall file with the Registrar -

(a) an extract from the special decision referred to in paragraph (3) ;

(b) its proposed revised memorandum and, if appropriate, article;

(c) a declaration of conformity or an extract thereof;

(d) a copy of the consent of the authority referred to in Subsection 1.

(2) ; and

(e) an extract from the special resolution of each cell of the company.

(7) The declaration of conformity shall include a statement that -

(a) the entity meets the solvency test; and

(b) there are no creditors of the company whose interests are unduly affected by the conversion.

(8) Upon receipt of the documents referred to in subsection (6), the Registrar shall -

(a) register the amended Memorandum and, if applicable, Articles; and

(b) issue to the company a certificate of conversion into an ordinary company or a protected cell company in the approved form.

Transformation of the protected cell society into a non-cellular society

9. The certificate of conversion into an ordinary company or an international business company shall be signed and stamped by the Registrar.

(10) The conversion of the company into a non-cellular company shall take effect on the date of the issue of the certificate of conversion by the Registrar of Companies into an ordinary company or an international trading company.

199.

Effects of the transformation of the protected cell society into a non-cellular society

(1) If a protected cell society is converted into a non-cellular society in accordance with section 198 -

(a) all property rights to which the nucleus and cells were entitled immediately before such transformation remain the property and rights of the non-cellular society

and civil liabilities, as well as all contracts, debts and other obligations to which the nucleus and each cell were subject immediately prior to their transformation;

(c) all actions and other legal proceedings that could have been instituted or continued immediately before conversion by or against the nucleus or cell by or against the non-cell entity after conversion; and

(d) a conviction, judgment, order or decision in favour of or against the nucleus or a cell may be enforced by or against the non-cellular company after conversion

2. Where the court finds that conversion would unduly prejudice a member or creditor of the company, it may, on application by that person, who shall at any time before the date on which conversion takes effect or within such further time as the court may in any particular case allow, make such order as it may consider appropriate in respect of the conversion, including, without prejudice to the generality of the foregoing, an order.

(a) an instruction that such effect shall not be exercised on conversion; (b) to modify the conversion so as to make it possible

which are specified in the purchase order; or

(c) order the company or its directors to reconsider the conversion or any part thereof.

(3) An order under subsection (2) may be issued under these conditions and with such penalty as the court considers appropriate.

PART XI MERGERS , CONSOLIDATIONS AND AGREEMENTS

Subsection I - Mergers and consolidations

200.

Interpretation

In this part -

-Consolidated company means the new company that is the result.

from the consolidation of two or more constituent companies;

-consolidation means the consolidation of two or more persons.

constituent companies into a new company;

-Company component is an existing company that is involved in a merger or consolidation with one or more other existing companies;

-merger means the merging of two or more components.

company into one of the constituent companies;

-parent company Company means a company that owns at least ninety percent of the issued shares of each class of shares in another company;

-Subsidiary Company means a company whose issued shares of each class of shares are owned to at least ninety percent by another company;

-surviving society refers to the constituent society into which the

one or more other constituent companies are merged.

201.

Approval of the merger or consolidation

(1) Two or more undertakings may merge or consolidate under this section.

2. The directors of each constituent company which intends to participate in a merger or consolidation shall approve a written draft terms of merger or consolidation which, if necessary, -

(a) the name and address of the registered office of each constituent company

(b) the name and address of the registered office of the surviving company or the proposed consolidated company;

(c) in respect of each constituent company -

(i) the designation and number of shares issued of each class of shares, indicating each such class of shares entitled to vote on the merger or consolidation; and

(i) a specification of each such class, if any, which is eligible to vote as a class

(d) the reason for the merger or consolidation;

(e) the terms of the proposed merger or consolidation, including the manner and basis for the cancellation, reorganization or conversion of shares in each constituent company into shares, bonds or other securities of the surviving corporation or consolidated entity, money or other assets, or a combination thereof; and

(f) in the case of a merger, a statement of any amendment to the memorandum and articles of association of the surviving company which is intended to be brought about by the merger

3. In the event of consolidation, the consolidation plan shall be accompanied by a memorandum and articles of association which shall comply with this Act and be adopted by the consolidated company.

4. Some or all shares of the same class of shares in each constituent company may be converted into a specific or mixed type of asset and other shares of that class or all shares of other classes of shares may be converted into other assets.

(5) The following shall apply to a merger or consolidation pursuant to this Section - -.

(a) the draft terms of merger or consolidation shall be approved by simple decision

(b) if a general meeting is to be held, each member, whether or not it is entitled to vote on the merger or consolidation, must be sent a notice of the meeting, accompanied by a copy of the merger or consolidation plan; and

(c) where it is proposed to obtain the written consent of the members, a copy of the draft terms of merger or consolidation shall be given to each member, whether or not it is entitled to approve the draft terms of merger or consolidation.

202.

Registration of the merger or consolidation

1. Once the draft terms of merger or consolidation have been approved by the directors and members of each constituent company, the statutes or consolidation shall be carried out by any company which -

(a) the draft terms of merger or consolidation

(b) the date on which the statutes of each constituent company were registered by the Registrar; and

(c) the manner in which the merger or consolidation has been authorised in relation to each constituent undertaking.

2. The articles of association of the merger or consolidation shall be filed with the Registrar together with -

(a) in the case of a merger, any decision to amend the memorandum and articles of association of the surviving company; and

(b) in the case of consolidation, the memorandum and articles of association of the consolidated undertaking which comply with this Act.

(3) If the merger or consolidation has been complied with and that the proposed name of

the surviving or consolidated undertaking complies with Part III of this Act, which

The registrar should -

(a) register -

(i) the articles of association of a merger or consolidation; and

(i) in the case of a merger, any amendment to the memorandum and articles of association of the surviving company or, in the case of a consolidation, the memorandum and articles of association of the consolidated company; and

(b) draw up a document of merger or consolidation in the approved form and, in the case of consolidation, a document establishing the consolidated company.

(4) For the avoidance of doubt -

(a) in the event of a merger, a declaration of merger shall be issued to the surviving company in accordance with paragraph 3(b); and

(b) In the case of consolidation, a certificate of consolidation and a certificate of registered subsection (3)(b) shall be issued to the consolidated entity.

5. A certificate of merger or consolidation issued by the Registrar shall constitute conclusive evidence of compliance with all the requirements of this Act in respect of merger or consolidation.

203.

Merger with subsidiary

(1) A parent company may merge with one or more subsidiaries without the consent of the members of a company under this section.

2. The directors of the parent company shall approve a written draft terms of merger which -

(a) the name and address of the registered office of each constituent company

(b) the name and address of the surviving company's registered office;

(c) in respect of each constituent company -

(i) the designation and number of shares issued for each class of shares; and

(i) the number of shares of each class of shares of each subsidiary owned by the parent entity

(d) the reason for the merger;

(e) the terms of the proposed merger, including the manner and basis for the conversion of shares of each of the merging companies into shares, bonds or other securities of the surviving company, or money or other assets, or a combination thereof; and

(f) a statement of any change in the surviving company's articles of association which the merger is intended to bring about.

3. Some or all shares of the same class of shares of each of the companies being merged may be converted into assets of a specific or mixed type and other shares of the same class or all shares of other classes of shares may be converted into other assets; however, where the parent company is not the surviving company, shares of each class of shares of the parent company may be converted only into similar shares of the surviving company.

4. A copy of the draft terms of merger or a draft thereof shall be given to each member of each subsidiary to be merged, unless that member has waived the right to be given that copy or draft.

5. The draft terms of merger shall be drawn up by the parent company and shall contain

(a) the draft terms of merger;

(b) the date on which the statutes of each constituent company were registered by the Registrar; and

(c) if the parent company does not own all the shares in each subsidiary to be merged, the date on which a copy of the draft terms of merger or a draft thereof was made available to the members of each subsidiary or was cancelled by them.

6. The draft terms of merger shall be filed with the Registrar together with any decision to amend the statutes of the surviving company.

7. When satisfied that the requirements of this Section are met and that the proposed surviving company name complies with Part III, the Registrar -

(a) register -

(i) the articles of association of the merger; and

(i) any amendment to the memorandum and articles of association of the surviving company; and

(b) issue a certificate of merger in the approved form.

8. A certificate of merger issued by the Registrar shall constitute conclusive evidence of compliance with all the requirements of this Act in relation to the merger.

204.

Effect of merger or consolidation

1. A merger or consolidation shall take effect on the date of registration of the memorandum and articles of association by the Registrar or on the day following that date, but for a maximum of thirty days, as specified in the memorandum and articles of association of the merger or consolidation.

(2) As soon as a merger or consolidation takes effect -

(a) the surviving company or the consolidated company, to the extent compatible with its statutes as amended or determined by the terms of merger or consolidation, has all the rights, privileges, immunities, powers, objectives and purposes of each of the constituent companies

(b) in the case of a merger, the memorandum and articles of association of the surviving company shall be automatically amended so that any amendments to the memorandum and articles of association are reflected in the articles of association;

(c) in the case of consolidation, the memorandum and articles of association and the instrument of incorporation filed with the statutes shall be the statutes of the consolidated undertaking;

(d) assets of any kind of each of the constituent companies, including the choice in practice and operations of each of the constituent companies, which are immediately transferred to the surviving company or consolidated company; and

(e) the surviving undertaking or consolidated undertaking shall be liable for all the assets, liabilities, debts and commitments of each of the constituent undertakings.

(3) When a merger or consolidation takes place -

(a) no conviction, judgment, decision, order, demand, debt, liability or obligation that is due or is about to be due, and no

result in existing, against a constituent company or against any member, director, other officer or agent thereof, being released or impaired by the merger or consolidation; and

(b) no civil or criminal proceedings pending at the time of a merger or consolidation by or against a constituent company or against any member, director, other officer or agent thereof are reduced or discontinued as a result of the merger or consolidation, but -

(i) the proceedings may be enforced, prosecuted, settled or adversely affected by or against the surviving company or consolidated entity or against the member, director, other manager or a representative thereof, as the case may be; or

(i) the surviving company or consolidated company may be replaced by a constituent company in the proceedings

4. Where a merger or consolidation takes place, the registry administrator shall delete the register.

(a) a constituent company that is not the surviving company in a merger; or

(b) a constituent entity that is involved in a consolidation.

205.

Merger or consolidation with foreign companies

(1) One or more companies may merge or consolidate with one or more foreign companies in accordance with this section, even if one of the constituent companies is a parent company and the other constituent companies are subsidiaries, if the merger or consolidation is permitted under the laws of each jurisdiction in which each foreign company has its registered office.

(2) In the case of a merger or consolidation under this section, the following shall apply

(a) a company must comply with the provisions of this Act in respect of mergers or consolidation, and a foreign company must comply with the laws of the jurisdiction in which it is incorporated; and

(b) if the surviving company or consolidated company is to be incorporated under the law of any jurisdiction outside Seychelles, it must be -

(i) an agreement that litigation services may be provided in Seychelles in respect of proceedings to enforce claims, debts, liabilities or obligations of a constituent company which is a company incorporated under this Act or in respect of proceedings to enforce the rights of a dissenting member of a constituent company which is a company incorporated under this Act against the surviving company or consolidated company

(i) an irrevocable appointment of its registered agent in Seychelles as its representative to accept service of process in the proceedings referred to in subparagraph (i)

(iii) an agreement that it will pay promptly to the dissenting members of a constituent company which is a company incorporated under this Act the amount, if any, to which they are entitled under this Act in respect of the rights of the dissenting members; and

((iv) a certified copy of the instrument of merger or consolidation issued by the competent authority of the foreign jurisdiction in which it is incorporated; or, if no instrument of merger or consolidation has been issued by the competent authority of the foreign jurisdiction, such evidence of the merger or consolidation as the Registrar deems acceptable

(3) The effect under this section on mergers or consolidation shall be the same as in the case of a merger or consolidation pursuant to section 201 if the surviving company or consolidated company is formed under this Act.

4. If the surviving company or consolidated company is incorporated under the laws of a jurisdiction outside Seychelles, the effect of the merger or consolidation shall be the same as in the case of a merger or consolidation under Section 201, unless the laws of the other jurisdiction provide otherwise.

5. If the surviving company or the consolidated company is a company incorporated under this Act, the merger or consolidation shall be effective on the date of registration of the articles of association of the merger or consolidation by the Registrar or on that date thereafter, but for no longer than thirty days, as specified in the articles of association of the merger or consolidation.

Where the surviving company or consolidated company is a company incorporated under the laws of any jurisdiction outside Seychelles, the merger or consolidation shall be effective under the laws of that other jurisdiction.

PART II - Asset retirement

206.

Permits for certain asset disposals

(1) Subject to the memorandum and articles of association of a company, any sale, transfer, lease, exchange or other disposition, other than a mortgage, charge, pledge or other encumbrance or the enforcement thereof, of more than fifty per cent of the assets of the company, other than in the ordinary or regular course of business of the company, shall be effected as follows -

(a) The sale, transfer, lease, exchange or other disposition must be approved by the Directors by resolution of the Directors;

(b) When approving the sale, transfer, lease, exchange or other disposition, the directors shall provide details of the disposition to the members for approval by resolution of the members;

(c) if a general meeting is to be held, each member shall be notified of the convening of the meeting together with an outline of the disposition, whether or not it is entitled to vote on the sale, transfer, lease, exchange or other disposition; and

(d) Where it is proposed to obtain the written consent of members, an outline of the disposition shall be provided to each member, whether or not it is entitled to consent to the sale, transfer, lease, exchange or other disposition.

(2) This section is subject to section 210.

Subsection III - Forced repurchases

207.

Repayment of minority shares

(1) Subject to the memorandum and articles of association of a company -

(a) members of the Company holding ninety per cent of the votes of the outstanding shares carrying voting rights; and

(b) members of the Company holding ninety per cent of the votes of the outstanding shares of each class of shares entitled to vote as a class

may, in connection with a merger or consolidation, give the Company written instructions instructing it to buy back the shares held by the other members.

(2) Upon receipt of the written instruction referred to in paragraph (1), the Company shall redeem the shares specified in the written instruction, irrespective of whether the shares are redeemable under its terms and conditions or not.

(3) The Company must inform each member whose shares are to be redeemed in writing, stating the redemption price and the manner in which the redemption is to be effected.

(4 ) This Section is subject to Section 210.

Subsection IV - Arrangements

208.

Orders

(1 ) In this section, -arrangement - -

(a) an amendment to the memorandum and articles of association; (b) a reorganisation or restructuring of an undertaking;

(c) a merger or consolidation of one or more undertakings which

are companies registered under this Act with one or more other companies if the surviving company or the

The consolidated company is a company incorporated under this Act;

(d) a separation of two or more undertakings operated by one undertaking;

(e) any sale, transfer, exchange or other disposition of any part of the assets or business of a company to any person, for shares, bonds or other securities of that other person, money or other assets, or any combination thereof;

(f) any sale, transfer, exchange or other disposition of shares, debt obligations or other securities of a company held by their holders in exchange for shares, debt obligations or other securities of the company, money or other property, or a combination thereof

(g) a dissolution of a company; and

(h) any combination of any of the items in paragraphs (a) to (g).

(2) Where the directors of a company determine that it is in the best interests of the company or of the creditors or members thereof, the directors of the company may approve a plan of arrangement under this subsection which contains details of the proposed agreement, notwithstanding that the proposed agreement may be approved or permitted by any other provision of this Act or otherwise permitted by any other provision of this Act.

(3) Upon approval of the Plan of Settlement by the Directors, the Company shall apply to the Court for approval of the proposed settlement.

(4) The court may, upon application pursuant to paragraph 3, make an interim or final order, which shall not be open to appeal, unless the matter is of a point of law, in which case the appeal shall be lodged within the period of 21 days immediately following the date of the order, and in making its decision the court may -

(a) to determine what communication, if any, of the proposed agreement should be addressed to any person

(b) determine whether approval of the proposed arrangement should be sought from any person and how approval will be granted;

(c) determine whether a holder of shares, bonds or other securities of the Company may deviate from the proposed agreement and receive payment for the fair.

the value of its shares, bonds or other securities pursuant to § 210;

(d) hold a hearing and allow all interested persons to attend; and

(e) to approve or reject the plan of arrangement as proposed or with the changes it requires.

(5) If the Court makes an order approving a Plan of Settlement, the directors of the Company, if they still wish the Plan to be implemented, shall approve the Plan of Settlement approved by the Court, whether or not the Court has made changes to it.

(6) The directors of the company must, after confirmation of the scheme of arrangement -

(a) to notify the persons to whom the undertaking's mission is addressed

The court requires that notification be made; and

(b) submit the scheme of arrangement, if any, to those persons for approval, as required by the order of the Court.

(7) Once the scheme of arrangement has been approved by those persons who can approve the Court's order, the Statutes shall be implemented by the Company and shall contain

(a) the plan of the arrangement;

(b) the order of the Court to approve the Scheme of Settlement; and

(c) the manner in which the scheme of arrangement was approved, if approval was required by order of the Court.

8. The statutes shall be filed with the Registrar, who shall register them.

9. When the contract documents are registered, the Registrar shall issue a contract document in the approved form certifying that the contract documents have been registered.

10. An agreement shall enter into force on the day on which the statutes are registered by the Registrar or on the day following that day, whichever is the later, and for a maximum of thirty days as specified in the statutes.

209.

Agreement under which the company is in voluntary liquidation

The liquidator of a company in liquidation under subsections II, III or IV of Part XVII may approve a scheme of arrangement under section 208, in which case that section shall apply mutatis mutandis as if -liquidator had been replaced.

Subsection V - Dissidents

210.

Rights of minority shareholders

(1) A member of a company is entitled to payment of the market value of its shares in the event of a deviation of -

(a) a merger where the company is a constituent company, unless the company is the surviving company and the member continues to hold the same or similar shares

(b) consolidation, when the entity is a constituent element of an entity;

(c) any sale, transfer, lease, exchange or other disposition of more than fifty per cent of the value of the assets or business of the Company if it is not in the ordinary or regular course of the Company's business, but not including -

(i) an order pursuant to an order of the competent court in the matter; or

(i) a disposition of funds on terms which provide that all or substantially all of the net proceeds of the sale shall be distributed to the members in accordance with their respective interests within one year of the date of the sale

(d) a redemption of its shares by the Company pursuant to Section 207; and

(e) an agreement, if permitted by the court.

(2) A member who wishes to exercise his or her rights under paragraph (1) must give notice to the Society before the general meeting at which the action is put to the vote or at the meeting but before the vote,

a written objection to the action; however, an objection is not required from a member to whom the Company has not notified the meeting in accordance with this Act or where the proposed action is approved by written consent of the members without a meeting

(3) An objection under subsection (2) shall include a statement that the member proposes to demand payment of his or her shares if the action is taken.

4. Within 21 days immediately following the date of the vote of the members authorising the act or the date on which the written consent of the members is obtained without a meeting, the Company shall notify in writing the authorisation or consent of any member who has made a written objection or from whom no written objection has been requested, except for members who have voted in favour of the proposed act or who have given their written consent.

(5) A member who has been notified by the Company of an objection that he chooses to object shall notify the Company in writing within 21 days of the day on which the objection referred to in paragraph (4) is made that he has chosen to object, stating -

(a) his name and address;

(b) the number and classes of shares in which it disagrees; and

(c) a request for payment of the fair value of its shares,

and a member who chooses to deviate from a merger pursuant to section 203 notifies the Company in writing of its decision to deviate within 21 days immediately after the day on which the copy of the draft terms of merger or an outline thereof is sent to it pursuant to section 203.

(6) A member who disagrees must do so for all the shares he or she holds in the company.

(7) Upon the announcement of the election of the dissenting member, one of the rights of a member, with the exception of the right to receive the market value of its shares, expires for the member to whom the announcement refers.

(8) Within 7 days immediately after the expiry of the period within which Members may make their election announcements of rejection or within 7 days immediately after the date on which the proposed action takes place.

come into force, whichever is later, the Company or, in the case of a merger or consolidation, the surviving company or the consolidated company, makes a written offer to any dissenting member to purchase its shares at a price which the Company determines to be their market value; and if the offering company and the dissenting member agree on the price to be paid for its shares within 30 days immediately following the date on which the offer is made, the Company pays the member the amount of money when the certificates representing its shares are surrendered.

(9) If the Company and any dissenting member fail to agree on the price to be paid for the shares held by the member within the 30-day period referred to in paragraph (8) within 21 days of the expiry of the 30-day period, the following shall apply -

(a) The Company and the dissenting member shall each appoint one assessor;

(b) The two designated assessors shall jointly designate an assessor;

(c) the three valuers shall determine the fair value of the shares of the dissenting member at the close of business on the day before the day on which the vote of the members approving the measure has taken place or on the day on which the written consent of the members has been obtained without a meeting, except for any appreciation or depreciation caused directly or indirectly by the measure or its proposal, and such value shall be binding on the Company and the dissenting member for all purposes; and

(d) The company shall pay the shareholder the amount of money at the time of the assignment by him of the certificates relating to his shares.

(10) Shares acquired by the Company pursuant to paragraph (8) or (9) shall be cancelled, but if the shares are shares in a surviving company, they shall be available for reissuance.

11. Enforcement by a Member of its claim under this Section shall preclude the enforcement by that Member of a claim to which it would otherwise be entitled by virtue of its participation shares, except that this Section shall not preclude the Member's right to institute proceedings to enforce a remedy on the ground that the act is unlawful.

12. In the event of a redemption of shares by a company under the terms of 207, only paragraphs 1 and 8 to 11 shall apply and in that case the written offer to be made to the dissenting member under paragraph 8 shall be made within 7 days immediately following that of a company under the terms of 207 to redeem its shares.

Subsection VI - Compromise or agreement models

211.

Legal action in relation to compromise or settlement plans

(1) Where a compromise or agreement is proposed between a company and its creditors or a group of them or between the company and its members or a group of them, the court may, at the request of any person referred to in subs. 2, order a meeting of the creditors or a group of creditors or of the members or a group of members to be convened in the manner determined by the court.

(2) An application under paragraph (1) may be made by -

(a) the undertaking;

(b) a creditor of the company;

(c) a member of the Company; or

(d) if the company is in liquidation, by the liquidator.

(3) If a majority representing seventy-five percent of the value of the creditors or class of creditors or members or class of members is present and votes either in person or by proxy at the meeting, approves a compromise or agreement, the compromise or agreement, if sanctioned by the court, shall be binding on all creditors or groups of creditors or the members or groups of members of members, as well as the company or, in the case of a company in liquidation, the liquidator and any person who may contribute to the assets of the company in the event of its liquidation.

(4) A decision of the Court of First Instance issued under subsection (3) shall have no effect until a copy of the decision has been filed with the Registrar.

(5) A copy of any decision of the court issued under subsection (3) shall be attached to any copy of the memorandum and articles of association issued after the decision has been given.

Action before the courts in respect of compromise or collusive arrangements

(6) In this section -arrangement includes a restructuring of the share capital of the Company by combining shares of different classes or by dividing shares into shares of different classes or by both methods.

(7) If the court makes a decision concerning a company under this section, sections 200 to 210 shall not apply to the company.

(8) A company that violates paragraph (5) shall be guilty of a criminal offence and shall be liable to a fine not exceeding US$5,000.

PART XII CONTINUATION

212.

Continuation of foreign companies in the Seychelles

(1) Subject to subsection (2), a foreign company may continue to operate as a company incorporated under this Act in accordance with this Part.

(2) A foreign company may not continue to operate as a company incorporated under this Act unless -

(a) in the foreign jurisdiction in which it is incorporated, the foreign company is in good standing under the laws of that jurisdiction; and

(b) a majority of the directors of the foreign company or other persons entrusted with the exercise of the powers of the foreign company issue a written certificate to the Registrar stating that -

(i) the foreign company is solvent within the meaning of Section 67 of this Act

(i) the foreign company is not in the process of dissolution, liquidation or deletion of the register in its founding domain

(iii) no receiver or administrator (however such person is called) has been appointed, whether by a court or otherwise, over any assets of the foreign company;

((iv) there is no outstanding agreement between the foreign company and its creditors that has not been concluded; and

(v) the law of the foreign jurisdiction in which the foreign company has its registered office does not prohibit its continuation as a company in Seychelles

(3) A person who produces a false or misleading certification under subsection (2)(b) shall be guilty of a criminal offence and shall be liable by conviction to a fine not exceeding US$25,000.

213.

Continuation of the statutes

(1) A foreign company that wishes to continue to operate as a company incorporated under this Act shall approve the continuation agreement pursuant to paragraph (2) -.

(a) by a majority of its directors or other persons entrusted with the exercise of the powers of the foreign company; or

(b) by such other means as it may determine for the exercise of its powers in accordance with its constitutional documents and the law under which it is constituted.

(2) The statutes shall state -

(a) the name of the foreign company and the name under which it is continued

(b) the legal system in which the foreign company has its registered office

(c) the date on which the foreign company was incorporated;

(d) that the foreign company wishes to continue to operate in Seychelles as a company incorporated under this Act; and

(e) that the foreign company adopts a memorandum and articles of association that comply with this Act, with effect from the continuation of the foreign company under this Act.

(3) The continuation agreement shall be signed by or on behalf of the foreign company.

214.

Request for continuation in the Seychelles

(1) Subject to subsection (2), an application by a foreign company for continuation under this Act shall be made by its designated registered agent and filed with the Registrar -

(a) Continuation article;

(b) a continuation application in the approved form set out in Part II of the First Schedule signed by or on behalf of each party to the Memorandum and Articles of Association of the Company adopted in accordance with this Act;

(c) a certified copy of the foreign company's Memorandum and Articles of Association or equivalent constitutional documents drawn up in English or French or, if drawn up in another language, accompanied by a certified translation in English or French satisfactory to the Registrar;

(d) evidence to the satisfaction of the Registrar that the foreign company has a good legal status under the laws of the jurisdiction in which it is incorporated;

(e) the certificate referred to in Section 212(2)(b) (or a true extract thereof certified by the proposed registered agent of the foreign company in the Seychelles)

(f) not less than 3 copies of its proposed memorandum and articles pursuant to and in accordance with this Act; and

(g) if the undertaking is to continue as a protected cell undertaking, the written consent of the Authority pursuant to Section 221.

(2) The documents referred to in subsection (1) shall be accompanied, when filed with the Registrar, by the fee referred to in Part II of the second schedule.

215.

Continuation

(1) Subject to subsection (4), if the Registrar considers that the requirements of this Act in respect of continuation are satisfied, the Registrar shall, upon receipt of the documents referred to in section 214(1) -

(a) to register the statutes of the company and a new statute

(b) give the Company a unique registration number; and

(c) issue to the entity a certificate of continuation in the approved form.

2. The certificate of continuation shall be signed and stamped by the Registrar.

(3) A certificate of continuation issued by the Registrar pursuant to paragraph (1) shall be conclusive evidence that -

(a) all the requirements of this Act relating to continuation are met; and

(b) the company continues as a company incorporated under this Act under the name specified in its Memorandum on the date specified in the certificate of continuation.

4. An undertaking shall not continue to operate as a protected cell enterprise without the written consent of the Authority in accordance with the provisions of Subsection II of Part XIII.

216.

Effect of continuation under this Act

(1) If a foreign company is continued under this Act -

(a) This Act shall apply to the Company as if it had been incorporated under Section 10;

(b) the company is able to exercise all the powers of a company incorporated under this law;

(c) the company is no longer to be treated as a company incorporated under the law of any jurisdiction outside Seychelles; and

(d) the Memorandum and Articles submitted pursuant to section 214(1)

become the memorandum and articles of association of the company.

(2) The continuation of a foreign company under this Act shall not affect -

(a) the continuity of the company as a legal person; or

(b) the assets, rights, obligations or liabilities of the entity.

(3) Without limiting paragraph (2), in the case of continuation of a foreign company under this Act -

(a) all assets and rights to which the company was entitled immediately before the certificate of continuation was issued are the property and rights of the company

(b) the Company is subject to all criminal and civil obligations and all contracts, debts and other obligations to which the Company was subject immediately prior to the issuance of the continuation certificate;

(c) no conviction, sentence, judgment, decision, order, claim, debt, liability or obligation that is or shall become due, payable or payable against the Company or any member, director, other officer or agent thereof, is released or impaired by its continuing as a business under this Act;

(d) no civil or criminal proceedings pending at the time of the issuance of a certificate of continuation by or against the Company or against any member, director, other officer or agent thereof are mitigated or terminated by their continuation as a business under this Act, but the proceedings may be enforced, prosecuted, settled or adversely affected by or against the Company or against the member, director, other officer or agent thereof.

(4) All shares in the continued company issued prior to the issuance by the Registrar of the Certificate of Continuation shall be deemed to have been issued in accordance with this Act.

217.

Continuation outside Seychelles

(1) Subject to paragraph (2) and its Memorandum or Articles, a company in respect of which the Registrar would issue a certificate of good standing under this Act may, by a resolution of the directors or by an ordinary resolution, continue to operate as a company incorporated under the law of a jurisdiction outside Seychelles in the manner prescribed by such laws.

(2) A company which continues as a foreign company shall not cease to exist as a company incorporated under this Act unless -

(a) it has paid all its fees and any penalties or fines payable under this Act

(b) the laws of the foreign jurisdiction permit such continuation and the Company has complied with those laws;

(c) where applicable, the declaration referred to in subsection (3)

was filed with the registrar;

(d) the required notice and certification as set out in subsection (4)

has been filed with the Registrar; and

(e) the Registrar has issued a certificate that the company has ceased trading in accordance with paragraph (5).

(3) If a company that wishes to continue to operate as a foreign company has a fee that is registered in relation to the ownership of the company under Section 1.

181, it shall file a written statement addressed by a majority of its directors to the Registrar stating that -

(a) a satisfaction or release notice in respect of the charge has been filed and registered under section 183

(b) if paragraph (a) has not been complied with, the chargee to whom the registered debt relates has been notified in writing of the intention to continue as a foreign entity and the chargee has given its consent or has no objection to such continuation; or

(c) if paragraph (a) has not been complied with and the chargee has not given its consent or express objection to the continuation after notification under paragraph (b), the interest of the chargee secured by the registered debt shall not be diminished or in any way affected by the continuation and the debt shall be deemed to be a liability for the purposes of section 218(a).

(4) A company that continues to operate as a foreign company must file this with the Registrar of Companies -

(a) a notice of continuation of the business as authorised; and

(b) for the purpose of determining compliance with paragraph (2)(b), a written attestation (or an extract therefrom certified by the registered agent of the Company, addressed to the Registrar, by -

(i) a majority of the directors of the entity; or

(i) a lawyer admitted and qualified in the jurisdiction outside Seychelles where the company is to be continued, certifying that the laws of the foreign jurisdiction permit such continuation and that the company has complied with such laws

(5) If the Registrar is satisfied that the requirements of this Act in respect of the continuation of a company under the law of a foreign state are satisfied, the Registrar -

(a) issue a certificate of termination of the undertaking's activities in the approved form

(b) delete the name of the company from the register of ITCs with effect from the date of the certificate of liquidation; and

(c) publish the deregistration of the company in the Official Journal.

(6) A certificate of omission issued in accordance with paragraph (5) shall constitute prima facie evidence that -

(a) all the requirements of this Act in relation to the continuation of a company under the law of a foreign jurisdiction are met; and

(b) the entity was abandoned on the date specified in the certificate of liquidation.

(7) Nothing contained in or done in accordance with paragraph (3) shall prevent a chargee from bringing any legal action against the Company.

218.

Effect of the continuation outside Seychelles

If a business is continued under the law of a jurisdiction outside Seychelles -

(a) the company will continue to be liable for all its claims, debts, liabilities and obligations that existed prior to its continuation as a company under the laws of the jurisdiction outside Seychelles

(b) no conviction, sentence, judgment, order, decision, order, claim, debt, liability or obligation due or payable against the Company or any member, director, other officer or agent thereof shall be released or impaired by its continuing as a company under the laws of any jurisdiction outside Seychelles

(c) no civil or criminal proceedings, whether by or against the Company or any member, director, other officer or agent thereof, are pending, mitigated or terminated by its continuing as a company under the laws of any jurisdiction outside Seychelles, but such proceedings may be enforced, prosecuted, settled or impaired by or against the Company or any member, director, other officer or agent thereof, as the case may be; and

(d) the service of process on the registered agent of the company in Seychelles in respect of any claim, debt, liability or obligation of the company during its existence as a company may continue to be effected under this Act.

PART XIII PROTECTED CELL COMPANIES

Subsection I - Interpretation

219.

Interpretation of this part

In this part, unless the context requires otherwise -

-Administration order means an order of the Court of First Instance under the section 'Administration'.

246 in respect of a company with protected cells or a cell thereof;

-administrator means a person appointed as such by a person

Administrative order and according to § 246 paragraph 3;

-cell securities refers to securities created and issued by a limited liability company.

protected cell company in relation to each of its cells;

-Cell Shares means shares created and issued from a protected cell.

society in relation to one of its cells;

-Cell portion capital means the proceeds from the issue of cell shares, which must be included in the cellular assets attributable to that cell;

-cell transfer order means an order of the Court of First Instance under the heading

238 (3) to sanction the transfer of the cellular property attributable to a cell of a protected cell society to another person;

-The cellular assets of a protected cell company are the assets of the company which are attributable to the cells of the company in accordance with § 228 para. 4;

-core, in relation to a company for protected cells, means as defined.

in section 226;

-The core assets of a protected cell company comprise the assets of

the company, which are not cell plants;

The lender includes current, future and conditional creditors and, in relation to a protected cell company which is an investment fund within the meaning of Section 2 of the Investment Fund and Hedge Fund Act, also any investor within the meaning of Section 2 of that Act;

protected assets means -

(a) all cellular assets attributable to a cell of a protected cell entity in respect of a liability that is not attributable to that cell; and

(b) all core holdings in respect of a liability attributable to an cell;

-Recipient is a person appointed as such by an insolvency order pursuant to section 240 subs. 3;

-insolvency order is an order of the court under section 240 in respect of a cell of a protected cell company; and

-Recourse agreement means as defined in section 229.

Subsection II - Foundation

220.

Companies that can be protected Cellular companies

(1) A company may not be established or continued as or converted into a protected cell company unless -

(a) the Company is (or if established, is (d) authorised by the Authority as an investment fund under the Investment Funds and Hedge Funds Act

(b) the Company is (or will be if incorporated) an issuer of listed securities which are (d) subject to the listing requirements of a Seychelles stock exchange or a recognised foreign stock exchange within the meaning of the Securities Act; or

(c) the company is otherwise described or is (or will, if established, be) engaged in other activities that may be authorised by the Authority.

221.

Authority approval required

1. The following may be carried out only under the supervision of the Authority and in accordance with the conditions laid down in the written consent of the Authority

(a) the establishment or continuation of a company as a protected cell company

(b) the transformation of a non-cellular society into a protected cell society; and

(c) the transformation of a protected cell society into a non-cellular society.

2. The Authority may, from time to time and in such manner as it considers appropriate, -

(a) amend or revoke any provision or condition under which consent has been given under paragraph (1); and

(b) impose a new provision or condition in relation to such consent.

(1) —

(3) An application for the approval of the Authority pursuant to subsection 1.

(a) be submitted in that form to the Authority and be accompanied by such documents and information as the Authority may require to be verified; and

(b) shall be accompanied by the fee referred to in Part 1.

I or, where appropriate, Part II of the second timetable.

(4) A person who violates any provision or condition of a consent of the Authority or causes or authorizes it to be violated shall commit a criminal offence and shall be liable to a fine not exceeding US$20,000 by reason of conviction.

222.

The decision on applications and other decisions of the Authority

(1) In deciding whether to -

(a) to grant any request for consent under Section 2

221;

(b) impose a term or condition with this consent;(c) amend or revoke any term or condition of this consent; or(d) impose a new term or condition on this consent,

The Authority shall take into account the protection of the public interest, including the need to protect and enhance Seychelles' reputation as a financial centre.

(2) If the Authority -

(a) rejects a request for consent under Section

221;

(b) lay down conditions for such consent;

(c) modifies or revokes any provision or condition of this consent; or

(d) imposes a new term or condition on such consent, it shall notify the applicant in writing of its decision and of that person's right to appeal against a decision of the Authority under section 223.

223.

Appeals against decisions and other decisions of the Authority

(1) A person who has been injured by a decision of the Authority may, within

90 days after notification of the Authority's decision, appeal against the decision to the Board of Appeal in accordance with the procedure laid down in Regulation 2014 of the Financial Services Authority (Appeals Boar(d), including appeal against a decision -

(a) reject a request for consent under Section

221;

(b) impose conditions equivalent to such consent;

(c) to vary or withdraw any term or condition of this consent; or

(d) impose a new term or condition on such consent; or

(e) to withdraw this consent.

2. Upon a request under this Section, the Board of Appeal may -

(a) confirm the decision of the Authority; (b) amend the decision of the Authority; or

(c) annul the decision of the Authority and, if the Board of Appeal considers it appropriate, remit the case to the Authority with such directions as the Board of Appeal may deem appropriate

(3) Subject to paragraph (4), an appeal against a decision of

The Authority shall not have the effect of suspending the implementation of the decision.

4. Upon application under this Section against a decision of the Authority, the Board of Appeal may, upon application by the appellant and on such terms and conditions as the Board of Appeal deems justified, suspend the operation of the decision until the appeal has been decided.

5. A person who is dissatisfied with the decision of the Board of Appeal may, within 30 days of the decision

lodge an appeal with the Court of First Instance under Rule 8(8) of Regulation 2014 of the Financial Services Authority (Appeals Boar(d))

(6) The Court of First Instance may, in respect of an appeal brought under paragraph (5), uphold, annul or alter the decision of the Board of Appeal and give directions as it sees fit and rightly deems appropriate.

Subsection III - Status, cells and cell components

224.

Status of companies with protected cells

(1) A protected cell society is a single legal entity.

2. The establishment of a cell by a protected cell society shall not result in the creation of a legal person separate from the society in respect of that cell.

225.

Generation of cells

A protected cell society may establish one or more cells for the purpose of segregating and protecting assets or liabilities of cells and nuclei in the manner provided in this Part.

226.

Delimitation of the core

The nucleus is the protected cell company without its cells.

227.

Cell Safety

1. A protected cell undertaking may establish and issue cell collateral including cell fractions in respect of each of its cells.

(2) The proceeds from the issue of shares other than Cell Shares created and issued by a Protected Cell Company are included in the core assets of the Company.

(3) A protected cell enterprise may perform cellular distribution or non-cellular distribution in accordance with § 71.

(4) The provisions of this Act shall apply subject to the provisions of this Part and, unless the context otherwise requires, in relation to -

(a) Cellular shares, as applicable to shares that are not Cell Shares; and

(b) cell share capital, as applicable to share capital that is not cell share capital.

(5) Without prejudice to the generality of subsection (4), the provisions of section 76 (Shares redeemed at the option of a shareholder) shall apply mutatis mutandis to the Cell Shares of a Protected Cell Company, including that Cell Shares of a Protected Cell Company authorised under the Act on Investment Funds and Hedge Funds may be redeemable at the option of the holder.

Subsection IV - Assets and liabilities

228.

Cell and nuclear assets

(1) The assets of a protected cell society are either the cell assets or the nuclear assets.

(2) It is the duty of the directors of a protected cell company -

(a) keep cellular assets separate and distinct from core assets; and

(b) to keep the cellular property allocated to each cell separate and distinct from the cellular property allocated to other cells.

(3) The cell assets of a protected cell society shall include the assets of the society attributable to the cells of the society.

(4) The assets attributable to a cell of a protected cell society shall include -

Cell and core competencies

(a) assets represented by the proceeds from the cell's share capital and reserves attributable to the cell; and

(b) any other assets attributable to the cell.

(5) The core assets of a protected cell society comprise the assets of the society attributable to the core of the society.

(6) The assets to be allocated to the nucleus of a protected cell society comprise -

(a) assets represented by the proceeds of the Core Share Capital and reserves attributable to the Core; and

(b) all other assets attributable to the core.

(7) For the purposes of subsections (4) and (6) the term

-reserve includes retained earnings, capital reserves and capital reserves.

(8) Notwithstanding the provisions of paragraph (2), the directors of a protected cell society may cause or permit cell assets and nuclear property to be held.

(a) by or through a nominee; or

(b) by an entity whose shares and equity interests may be cellular or nuclear assets, or a combination of both

(9) The obligation imposed in paragraph (2) shall not be breached by the fact that the directors of a protected cell society cause or permit cell assets or nuclear assets, or a combination of both, to be jointly invested or jointly managed by an investment manager solely for the reason that the relevant equipment remains separately identifiable pursuant to paragraph (2).

229.

Recourse agreements

(1) -recourse agreement is a written agreement between a protected cell company and a third party which provides that under an agreement entered into by the protected cell company (as defined in section 239(2)) protected assets may be subject to liability owed to that third party notwithstanding the provisions of this Part.

(2) Prior to the conclusion of a recourse agreement, any Director of the Protected Cell Company who so authorises shall make a statement that he believes, on reasonable grounds, -

(a) that no creditor of the Company is unfairly disadvantaged by the subrogation agreement; and

(b) that, unless the agreement or the statutes provide otherwise, -

(i) if the protected assets are assets attributable to a cell, the members of that cell; or

(i) if the protected assets are core assets, the members of the core,

have taken a decision on the approval of the subrogation agreement.

(3) A director who, without reasonable excuse, makes a statement under subsection (2) that is false, misleading or deceptive with respect to any particular material shall be guilty of a criminal offense and shall be liable by conviction to a fine not to exceed US$7,500.

(4) Any member or creditor of the protected cell enterprise may, subject to the reasonable restrictions imposed by the protected cell enterprise, audit or request a copy of the directors' statement.

(5) If an enterprise does not permit inspection or refuses a request for a copy under subsection (4), it is committing a criminal offence and shall be liable to a fine not exceeding US$2,500 by conviction.

230.

Position of the creditors

(1) Subject to the conditions of a recourse agreement, the rights of the creditors of a protected cell enterprise shall correspond to the obligations provided for in sections 233 and 234.

(2) Subject to the terms of any recourse agreement, no creditor of a protected cell society shall have rights other than those set forth in this section and in sections 231, 232, 233 and 234.

(3) Any transaction entered into by a Protected Cell Company shall include the following terms and conditions (except where expressly excluded in writing) - -

(a) that no party shall seek to hold or incur liability for protected assets in any proceeding or otherwise or wherever

(b) that if one party succeeds by any means, or wherever, in holding protected assets liable, that party is obliged to pay the entity an amount equal to the value of the benefit it received as a result; and

(c) that if either party succeeds by any means in seizing or attachment of protected assets or otherwise enforcing execution, that party will hold such assets or their proceeds in trust for and on behalf of the Company and will keep such assets or proceeds separate and identifiable as such trust property.

(4) Any amounts collected by a Protected Cell Company as a result of such reliance as described in paragraph (3) (c) shall be set off against a concurrent liability collected pursuant to the implied term in paragraph (3) (b).

(5) Any asset or sum recovered from a protected cell undertaking in accordance with the implied time limit referred to in paragraph (3)(b) or (3)(c) or otherwise or wherever in the cases referred to in these subsections, shall be used by the undertaking, after deduction or payment of all costs of recovery, to compensate the cell or (as the case may be) the nucleus concerned.

(6) If Protected Assets are taken in execution for a liability to which they are not attributable and such assets or remuneration in respect of such assets cannot otherwise be returned to the relevant Cell or Core (if any), the Company shall -

(a) arrange for or commission an independent expert, acting as an appraiser and not as an arbitrator, to certify the value of the assets lost to the cell concerned or, if applicable, the core; and

(b) transfer or payment of the value of the lost assets from the cell or nuclear assets to which the liability was attributable to the affected cell or (as the case may be) the core, assets or sums sufficient to restore the affected cell or (as the case may be) the core

7. This Section shall apply extraterritorially.

231.

Utilisation of cell assets by creditors

Without prejudice to the provisions of sections 230 and 233, and subject to the terms of any recourse agreement, cell assets attributable to a cell of a protected cell society shall be

(a) be available only to the creditors of the entity who are creditors in relation to that cell and who are therefore entitled to have recourse to the cellular assets attributable to that cell in accordance with the provisions of this Part

(b) are fully protected from the creditors of the entity who are not creditors in respect of that cell and are therefore not entitled to have recourse to the cellular assets attributable to that cell.

232.

Recourse by creditors to core capital

Without prejudice to the provisions of sections 230 and 234 and subject to the terms of any recourse agreement, the nuclear assets of a protected cell undertaking -

(a) be available only to the company's creditors who are creditors in respect of the core and who are thereby entitled to use the core assets in accordance with the provisions of this Part; and

(b) are absolutely protected from the company's creditors, who are not creditors in respect of the core assets and therefore have no right of recourse to the core assets.

233.

Adhesion of cell property

(1) Subject to the provisions of paragraph (2) and the terms of any recourse agreement, liability arising from a specific cell of a protected cell enterprise shall arise -

(a) the cell values attributable to that cell are liable; and

(b) the liability is not a liability for protected assets.

In the event of loss or damage sustained by a particular cell of a protected cell enterprise, and caused by fraud committed by or on the nucleus or any other cell, the loss or damage shall be liable only for the nuclear assets of the enterprise or (as the case may be) the assets of that other cell, without prejudice to the liability of any person other than the enterprise.

(3) Any liability not attributable to a specific cell of a protected cell. Cell company is the liability exclusively for the core assets of the company.

(4) Notwithstanding the foregoing provisions of this section, the liabilities under paragraph (1)(a) of the Cellular Assets attributable to a particular cell of a Protected Cell Company shall be reduced rapidly until the value of the total liabilities equals the value of those assets, but the provisions of this section shall not apply in situations where there is a recourse agreement or where any of the liabilities of the Cell Company's Cell Company result from fraud as described in paragraph (2).

5. This Section shall apply extraterritorially.

234.

Liability of core assets

(1) Subject to the provisions of paragraph (2) and the terms of any recourse agreement, liability arising from the nucleus of a protected cell enterprise shall arise -

(a) the core assets are liable; and

(b) the liability is not a liability for protected assets.

In the case of loss or damage to the nucleus of a protected cell enterprise caused by fraud committed by or on a cell, the loss or damage shall be the sole liability of the cell property of that cell, without prejudice to the liability of any person other than the enterprise.

(3) This section has extraterritorial effect.

235.

Disputes about liability for cells

(1) In the event of disputes concerning -

(a) whether a right exists in relation to a particular cell

(b) whether a creditor is a creditor in respect of a particular cell;

(c) whether a liability is attributable to a particular cell; or

(d) the amount to which liability is limited,

the court may, at the request of the protected cell company and without prejudice to any other rights or remedies of any person, make a statement on the matter in dispute.

(2) After hearing an application for a declaration under paragraph (1), the Court of First Instance shall -

(a) may order that a person be heard on the application

(b) may make an interim declaration or postpone the hearing with or without reservation;

(c) may make the declaration subject to such conditions as it deems appropriate; and

(d) may order that the declaration be binding on those persons.

236.

Allocation of core assets and liabilities

(1) Liabilities of a protected cell enterprise that cannot be otherwise attributed to any of its cells shall be discharged from the core assets of the enterprise.

(2) The income, revenues and other assets or rights of a protected cell society that are not otherwise attributable to a cell shall be applied to and included in the core assets of the society.

Subsection V - Dealings and agreements with and within protected cell societies

237.

Society for the information of persons with whom they are dealing about a company with protected cells

(1) A protected cell enterprise must -

(a) inform any person with whom it does business that it is a protected cell company; and

(b) identify or specify, for the purposes of that transaction, the cell for which that person is conducting a transaction, unless that transaction is not a transaction for a particular cell, in which case that person must indicate that the transaction relates to the core.

(2) If, contrary to paragraph (1), a protected cell company -

(a) does not inform a person that he or she is doing business with a Protected Cell Company and that person does not otherwise know that he or she is doing business with a Protected Cell Company and has no reasonable grounds to believe that he or she is doing so; or

(b) has not identified or specified the cell or core for which a person is conducting a transaction and that person otherwise does not know or has no reasonable basis to know which cell or core he or she is dealing with

then, in either case -

(i) the Directors (notwithstanding anything to the contrary contained in the Memorandum or Articles of Association of the Company or in any contract with the Company or otherwise) incur personal liability to that person in relation to the Transaction; and

(i) the Directors have a right to compensation for the core assets of the Company unless they have been fraudulent, reckless or negligent or have acted in bad faith

(3) Where the Court exonerates a director under section 350 wholly or partly from his personal liability under subsection 2(i), the Court may order that the liability in question shall instead be met out of the cell or nuclear assets of the protected cell enterprise referred to in the Regulation.

238.

Transfer of cell assets from a protected cell company

(1) It is lawful, subject to the provisions of paragraph (3), that the cellular property attributable to a cell of a protected cell society, but not the nuclear property of a protected cell society, is transferred to another person, regardless of where that person is resident or registered and whether or not that person is a protected cell society.

(2) A transfer of cellular property under subsection (1) which is attributable to a cell of a protected cell society shall not in itself entitle the creditors of that society to have recourse to the property of the person to whom the cellular property was transferred.

(3) Subject to paragraphs (8) and (9), no transfer of the cell property attributable to a cell of a protected cell society shall be made unless it is made under the supervision and in accordance with the terms of a court order under this section (a -cell transfer order ) .

(4) The court may not issue a cell transfer order in respect of a cell of a protected cell enterprise -

(a) unless she is satisfied -

(i) that the creditors of the entity entitled to draw on the assets attributable to the cells that are attributable to the cell agree to the transfer; or

(i) that these creditors would not be unjustifiably disadvantaged by the transfer; and

(b) without consulting the opinions of the Authority in this regard.

(5) At the oral hearing on an application for a cell transfer order -

(a) may issue an injunction or postpone the hearing with or without reservation

(b) may waive any of the requirements of subsection (4)(a).

(6) The court may attach to a cell transfer order such conditions as it deems appropriate, including conditions for the satisfaction of claims by creditors who are entitled to have recourse to the cell assets attributable to the cell for which the order is sought.

7. The court or tribunal may issue a cell transfer order in respect of a cell of a protected cell society, notwithstanding -

(a) a liquidator has been appointed to act for the company or the company has adopted a resolution for voluntary liquidation

(b) an insolvency petition has been filed in respect of the cell or other cell of the entity; or

(c) an administrative decision has been taken in respect of the cell, undertaking or other cell thereof.

(8) The provisions of this section shall not affect the power of a protected cell society to make lawful payments or transfers from the cell assets to which a cell of the enterprise is entitled to a person who is entitled to have recourse to those cell assets in accordance with the provisions of this section.

(9) Notwithstanding the provisions of this section, a protected cell enterprise shall not require a cell transfer order in order to invest and modify cell assets or otherwise make payments or transfers of cell assets in the normal course of the enterprise's business.

(10) Section 206 shall not apply to a transfer of cell property attributable to a cell of a protected cell society which is carried out in accordance with this section.

239.

Agreements between cells that influence cell capacity, etc.

(1) For the avoidance of doubt, a protected cell enterprise may enter into an agreement as defined in subsection (2) in the normal course of its business or in the course of the business attributable to one of its cells.

etc

2. An arrangement shall deal with the transfer, sale or allocation of the cell or nuclear assets of a protected cell society which is effective.

(a) between one of the cells of the entity

(b) between the nucleus and one of its cells;

(c) between the entity and the core; or

(d) between the entity and one of its cells, but an agreement does not involve a transaction between the entity and another person.

(3) The court or tribunal may, on application by any person referred to in subsection (4) and under such conditions as it deems appropriate, issue an order in respect of -

(a) the implementation, administration or enforcement of an agreement; or

(b) any cell or nuclear assets of a Protected Cell Company that are subject to or affected by an Agreement, including (without limitation) an order for their allocation, transfer, disposition, tracking, transmission, preservation, use, recovery or delivery.

(4) An application for an appointment under paragraph (3) may be made.

(a) the Protected Cell Company;

(b) a director, liquidator or administrator of the company;

(c) the receiver or manager of any cell of the entity affected by the arrangement;

(d) a manager of the entity's operations;

(e) a manager is attributable to the operations or a cell of the entity affected by the arrangement; or

(f) with the permission of the court, any other person having an interest in the agreement, directly or indirectly, or otherwise affected by it.

5. A protected cell undertaking shall make any necessary or appropriate adjustments to its accounts, including those of its cells, in relation to any agreement.

(6) For the avoidance of doubt -

(a) The adjustments referred to in paragraph 5 may include the transfer, disposal or allocation of assets, rights and liabilities of the protected cell society -

(i) between one of the cells of the entity; (i) between the nucleus and one of its cells; (iii) between the entity and the nucleus; or

((iv) between the entity and any of its cells, but without prejudice to the entity's unique legal personality; and

(b) the implementation of an agreement does not require a cell transfer order.

(7) An order under paragraph (3) may be placed ex parte.

8. This Section shall be applied extraterritorially.

Subsection VI - Insolvency applications

240.

Insolvency administration orders relating to cells

(1) Subject to the provisions of this section, if the court is satisfied in relation to a protected cell enterprise -

(a) that the cell assets attributable to a particular cell of the entity (and, if the entity has entered into a recourse agreement, the assets liable under that agreement are, or are unlikely to be, sufficient to satisfy the creditors' claims in respect of that cell;

(b) that the issuance of an administrative order would not be appropriate for that cell; and

(c) that placing orders under this section would achieve the purposes set out in subsection (3),

The court may make an order under this section (a - Administration Order) in respect of this cell.

2. A settlement request may be issued in respect of one or more of the following

(3) A bankruptcy administration order is an order stating that the business and cell business of a cell shall be administered by a person (-the receiver ) named in the order in order to -

(a) the proper conduct of the business of the cell or the transactions attributable to it; and

(b) the distribution of the cell assets attributable to the cell (and, if the entity has entered into a recourse agreement, the asset(s) liable under that agreement to those entitled to access it.

(4) An insolvency order -

(a) shall not be made if -

(i) a liquidator has been appointed to act in relation to the protected cell company; or

(i) the Protected Cell Company has made a resolution for voluntary liquidation

(b) may be made in relation to a cell subject to an administrative order; and

(c) expires upon the appointment of a liquidator acting in relation to the protected cell society, but without prejudice to any previous acts.

(5) No decision on the voluntary dissolution of a protected cell society whose cell is subject to an insolvency petition shall be effective without the permission of the court.

241.

Applications for receivership orders

1. A request for the opening of insolvency proceedings for a cell of a protected cell undertaking may be made by -

(a) the undertaking;

(b) the directors of the Company;

(c) each creditor of the entity in respect of that cell; (d) each holder of cell shares in respect of that cell;

(e) the administrator of that cell; or

(f) the Authority.

2. The Tribunal shall, after hearing an application -

(a) for an insolvency order; or

(b) for leave in accordance with section 240(5) for an order for voluntary dissolution, may issue a temporary injunction or postpone the hearing with or without reservation.

(3) The service of an application to the court for the initiation of insolvency proceedings in respect of a cell of a protected cell undertaking shall be effected -

(a) the undertaking;

(b) the cell administrator (if any);

(c) the Authority; and

(d) the other persons (if any) whom the court may order, each of whom shall have the opportunity to submit observations to the court before the decision is taken.

242.

Functions of the beneficiary and effect of the insolvency order

(1) The recipient of a cell -

(a) can do everything that is necessary for the purposes set out in section 240(3); and

(b) has or can be attributed to the directors all functions relating to the business and cellular assets of the cell.

(2) The addressee may at any time bring an action before the court -

(a) for instructions concerning the scope or exercise of a function or power

(b) in order that the bankruptcy order be performed or amended; or

(c) an order on all matters arising in the course of its receivership.

3. In the exercise of his functions and powers, the recipient shall be deemed to act as a representative of the protected cell undertaking and shall not incur personal liability, except in cases of fraud, recklessness, gross negligence or malicious intent. x

(4) A person who deals with the recipient in good faith is not interested in inquiring whether the recipient is acting within the scope of his powers.

(5) If an application has been filed for the issuance of a bankruptcy order and no proceedings may be commenced or continued against the Protected Cell Company during its term in respect of the cell in respect of which the bankruptcy order has been filed or issued, unless the bankruptcy administrator or the court's leave of absence agrees and is subject (if the court grants leave of absence) to such conditions as the court may prescribe.

(6) For the avoidance of doubt, the rights of set-off and secured interest, including, without limitation, the rights of the collateral taker under an action and its enforcement, shall not be affected by the provisions of paragraph (5).

(7) During the term of an insolvency order -

(a) the functions of the directors shall terminate or be attributed to the business and cell assets of the cell for which the mandate was given; and

(b) If the entity has entered into a recourse agreement relating to the cell, the recipient of the cell shall be deemed to be the director of the protected cell entity in respect of assets liable under that agreement.

243.

Dismissal and amendment of bankruptcy administration contracts

1. The court or tribunal may execute a settlement order only if it appears to the court or tribunal that the purpose for which the order was issued has been achieved or substantially achieved or cannot be achieved.

(2) After the oral hearing on a request for the adoption or amendment of a settlement request, the court may issue a temporary injunction or postpone the hearing conditionally or unconditionally.

(3) If the court issues a forced administrator order in respect of a cell of a protected cell enterprise on the grounds that the purpose for which the order was issued has been achieved or substantially achieved, the court may order that any payment by the forced administrator to a creditor of the enterprise in respect of that cell shall be deemed to constitute full satisfaction of the enterprise's liabilities to that creditor in respect of that cell, and the creditor's claims against the enterprise in respect of that cell shall thereby be deemed extinguished.

(4) Nothing in paragraph (3) shall have the effect of impairing or extinguishing any right or remedy of a creditor against any other person, including a guarantee of the protected cell undertaking.

(5) Subject to the provisions of -

(a) this Part and any legal provision relating to preferential payments; (b) any agreement between the Protected Cell Company and the Protected Cell Company.

each creditor thereof in respect of the subordination of the claims

to this creditor on the debts attributable to the company's liabilities.

other creditors; and

(c) any agreement between the protected cell undertaking and any of its creditors on netting,

The cellular assets of the corporation attributable to a cell of the corporation for which an order to commence insolvency proceedings has been issued shall be realised in the winding up of the business of that cell or in the liquidation of the business of that cell in accordance with the provisions of this Part and in each case in accordance with their respective rights and interests in or against the corporation.

7. The court may, when dealing with a bankruptcy petition relating to a cell of a protected cell enterprise, order that the cell be dissolved on a date to be determined by the court.

8. Immediately following the dissolution of a cell of a protected cell society, the society shall not engage in any business or incur any liabilities in relation to that cell.

(9) If a bankruptcy order is issued or amended under this section, the beneficiary shall -

(a) within 7 days of the date of the resolution giving discharge or amending the decision, send a copy of the resolution to the Registrar; and

(b) within a time limit which the court may order, to send a copy of it to the other persons whom the court may direct.

244.

Remuneration of the beneficiary

The remuneration of a recipient and all expenses duly incurred by him/her shall take precedence over all other claims arising out of the cell property attributable to the cell for which the recipient was appointed.

245.

Information to be provided by the recipient

(1) If an insolvency order was issued, the addressee shall -

(a) immediately send a notification of the contract to the Protected Cell Entity

(b) send a copy of the order to the Registrar within 7 days of the date of the order;

(c) within 28 days from the date of the order -

(i) unless the court orders otherwise, give notice of the order to all creditors of the cell (to the extent that the court has knowledge of their addresses) ;

(i) send the notification of the contract to the Authority; and

(d) within a period of time which the court may order, send a copy of the order to the other persons whom the court may order.

(2) The Registrar shall notify the insolvency request in such manner and for such period as he deems appropriate.

Subsection VII - Management contracts

246.

Administrative order in respect of protected cell companies or cells

(1) Subject to the other provisions of this section, if the court is satisfied in relation to a protected cell enterprise -

(a) that the cell assets attributed to a particular cell of the entity (and, if the entity has entered into a recourse agreement, the asset(s) liable under that agreement are not sufficient or likely to satisfy the creditors' claims in respect of that cell; or

(b) that the cellular and non-cellular assets of the company are not sufficient, or are unlikely to be sufficient, to meet the liabilities of the company and the court considers that the making of an order under this section may achieve any of the purposes set out in subsection (4), the court may make an order under this section (an -administration order ) in respect of that company.

2. An administrative decision may be adopted on one or more of the following

(3) An administrative order is an order stating that during the period for which the order is in force, the business and assets of the cell or, where applicable, the business and assets of the company shall be administered by a person appointed for that purpose by the court (the -administrator ).

are-

(4) The purposes for which an administrative order may be issued.

(a) the continued existence of the cell or entity as an entity;

(b) the more beneficial realisation of the business and assets of the cell or the cell or (as the case may be) the business and assets of the Company than would be achieved by an insolvency of the cell or (as the case may be) by the liquidation of the Company

(5) An administrative order, whether it relates to a protected cell company or a cell thereof -

(a) shall not be made if -

(i) a liquidator has been appointed to act in relation to the Company; or

(i) the entity has found a solution for voluntary liquidation;

(b) shall cease to exist on the appointment of a liquidator to act in relation to the company, but without prejudice to any previous acts

(6) No decision on the voluntary dissolution of a protected cell society, the cell or a cell subject to an administrative order shall be effective without the permission of the Court.

247.

Application for the issue of a management order

(1) An application to the court for an administrative order in respect of a protected cell society or a cell thereof may be filed by -

(a) the undertaking;

(b) the directors of the Company;

(c) the shareholders or a group of shareholders of the company or a cell;

(d) any creditor of the company (or, if an order is sought in respect of a cell, any creditor of the company in respect of that cell(s); or

(e) the Authority.

2. The Tribunal shall, after hearing an application -

(a) for an administrative decision; or

(b) for leave in accordance with section 246 subsection (6) for an order for voluntary dissolution, may issue a temporary injunction or postpone the hearing with or without reservation.

(3) An application to the court for an administrative order in respect of a protected cell company or cell thereof shall be addressed to -

(a) the undertaking;

(b) the Authority; and

(c) any other person (if any) whom the court may order, each of whom shall have the opportunity to submit observations to the court before the decision is taken.

248.

Functions of the administrator and effect of the management contract

(1) The manager of a cell of a protected cell company -

(a) may do everything necessary for the purposes referred to in section 246(4) for which the administrative order was issued; and

(b) must have all the functions and powers of directors in relation to the business and cellular assets of the cell.

(2) The administrator may at any time bring an action before the court -

(a) for instructions concerning the scope or exercise of a function or power

(b) for the administrative order to be issued or amended;

or

(c) for an order in respect of any matter arising in the course of its administration.

Functions of the manager and effect of the management mandate

(3) In the exercise of his functions and powers, the Administrator shall be considered as an agent of the Protected Cell Company and shall not be personally liable, unless he is fraudulent, reckless or grossly negligent or acts in bad faith.

(4) Persons who cooperate with the Funding Register monitor in good faith shall not be interested in inquiring whether the Funding Register monitor is acting within the scope of his or her powers.

(5) If an application for an administrative order has been filed and no proceedings may be commenced or continued against the protected cell society or against a cell for which the administrative order has been applied for or issued during its term, unless the administrator or the court's right to exemption has been obtained and is subject (if the court grants exemption) to the conditions that the court may prescribe.

(6) For the avoidance of doubt, the rights of set-off and secured interest, including, but not limited to, the rights of the chargee under an indictment and its enforcement, shall not be affected by the provisions of paragraph (5).

(7) During the term of an administrative order -

(a) the functions of the directors shall terminate or be attributed to the business and cell assets of the cell for which the mandate was given; and

(b) If the entity has entered into a recourse agreement relating to the cell, the cell administrator shall be deemed to be the director of the protected cell entity in respect of assets liable under that agreement.

249.

Issuing and amending administrative orders

(1) The court shall execute an administrative decision only if it gives the impression to the court that -

(a) the purpose for which the contract was awarded has been achieved or cannot be achieved; or

(b) it would otherwise be desirable or appropriate to execute the contract.

(2) After the oral hearing on an application for the determination of the amendment of an administrative decision, the court may issue a temporary injunction or postpone the hearing conditionally or unconditionally.

(3) After the execution of an administrative decision, the court may order-

(a) where the administrative decision has been taken in respect of any of the following acts

protected cellular company, that any payment made by the administrator to a creditor of the company shall be deemed to constitute full satisfaction of the company's debts to that creditor and the creditor's claims against the company shall therefore be deemed extinguished;

(b) if the administrative order for a class, that any payment by the liquidator to a creditor of the company in respect of that class shall be deemed to constitute full satisfaction of the company's liabilities to that creditor in respect of that class and the creditor's claims against the company in respect of that class shall thereby be extinguished.

(4) Nothing in paragraph (3) shall operate so as to affect or extinguish any right or remedy of a creditor against any other person, including a guarantee of the protected cell undertaking.

250.

Remuneration of the administrator

The remuneration of an administrator and all costs duly incurred by him/her shall be paid in priority to all other claims -

(a) in the case of the administration of a cell from the cellular assets to which the cell is entitled; and

(b) in the case of the management of a protected cell society from the non-cellular assets of the society.

251.

Information to be provided by the administrator

(1) If an administrative decision has been issued, the administrator shall be obliged

(a) immediately send a notification of the contract to the Protected Cell Entity

(b) send a copy of the order to the Registrar within 7 days of the date of the order;

(c) within 28 days from the date of the order.

(i) unless the court orders otherwise, to notify the order to all creditors of the company or to all creditors of each cell to which the order relates, as the case may be (to the extent that the court knows the addresses) ;

(i) send the notification of the contract to the Authority; and

(d) within a period of time which the court may order, send a copy of the order to the other persons whom the court may order.

2. The registry administrator shall notify the administrative order in such manner and for such period of time as he considers appropriate.

Subsection VIII - Liquidation of undertakings with protected cells

252.

Provisions in connection with the liquidation of the company for protected cells

(1) Notwithstanding any provision of law or regulation to the contrary, in the event of the liquidation of a protected cell society, the liquidator -

(a) is obliged to handle the Company's assets in accordance with the requirements of section 228(2) no. 2 letters (a) and (b); and

(b) in satisfaction of the claims of the creditors of the protected cell undertaking, apply the assets of the undertaking to the claimants in accordance with the provisions of this Part

2. Any provision of a regulation or rule of law providing that the assets of a company in liquidation shall be realised and applied paripassu to the satisfaction of the debts and liabilities of the company shall be amended and shall apply in relation to protected cell companies subject to the provisions of this Part.

Subpart IX - General

253.

Liability for criminal sanctions

(1) If a Protected Cell Company imposes a criminal penalty, whether under this Act or otherwise, for the act or failure to act of a cell or an officer acting in relation to a cell, the penalty -

(a) may be satisfied by the entity only from the cellular assets attributable to the cell; and

(b) is in no way enforceable against other assets of the entity, whether cellular or nuclear.

If a Protected Cell Entity is subject to criminal sanction, whether under this Act or otherwise, for the act or failure to act of the nucleus or an official acting in relation to the nucleus, then without prejudice to any liability of that official, the sanction -

(a) may be satisfied by the entity only from core assets; and

(b) is in no way enforceable against cellular property.

PART XIV INVESTIGATIONS OF UNDERTAKINGS

254.

Definition of the auditor

In this Part -inspector means an inspector appointed by one of the following persons Appointment pursuant to section 255(2)

255.

Investigation mandate

1. A member or the Registrar may, from the outset or at the request of the Tribunal, refer to the Tribunal for an order requiring an investigation of the undertaking and any of its connected undertakings.

(2) If it appears to the applicant, upon application under subsection (1), that the

The court that--

(a) the business of the entity or any of its related entities is or has been conducted with the intent to defraud a person

(b) the company or one of its affiliated undertakings was set up for a fraudulent or unlawful purpose or is being wound up for a fraudulent or unlawful purpose; or

(c) persons involved in the establishment, business or affairs of the Company or any of its affiliates have or may have acted fraudulently or dishonestly in connection therewith,

the Court of First Instance may make any order it deems appropriate with regard to an investigation of the company and one of its affiliated companies by an inspector, who may be the Registrar

(3) If a member makes a request under paragraph (1), he shall notify the Registrar in due time and the Registrar shall have the right to attend and be heard at the meeting of the request.

4. An applicant under this Section shall not be required to provide a security for costs.

256.

Powers of the court

(1) An order issued pursuant to section 255 subsection (2) shall include an order appointing an inspector to investigate the enterprise and an order fixing the inspector's remuneration.

2. The Tribunal may, at any time, make any order which it considers appropriate for the purpose of the investigation, including but not limited to one or more of the following orders, namely - the -

(a) replace the inspector;

(b) specify the notification of an interested person or refrain from notifying a person;

(c) authorise the inspector to enter any premises where the Tribunal considers that relevant information may be held and to examine anything and take copies of any documents or records found on the premises;

(d) require any person to provide documents or records to the inspector;

(e) authorize the inspector to conduct a hearing, to take oaths or affirmations and to examine any person for oath or affirmation, and establish rules for the conduct of the hearing;

(f) require any person to attend a hearing conducted by the inspector and to give evidence upon oath or affirmation;

(g) give the inspector or any interested person instructions on any matter arising from the investigation;

(h) require the inspector to submit an interim or final report to the court;

(i) determine whether a report of the examiner should be published and, if so, order the Registrar to publish the report in whole or in part or to send copies to a person designated by the Court

(j) require an inspector to halt an investigation; or

(k) require the undertaking to bear all or part of the costs of the investigation.

3. The inspector shall provide the registry with a copy of each report he makes under this Section.

(4) A report received by the Registrar under subsection (3) may be disclosed to another person only in accordance with an order of the Court under subsection (2) (i).

257.

Powers of the auditor

An inspector -

(a) has the powers set out in the decision to appoint him; and

(b) make a copy of the order available to any interested party on request.

258.

Hearing in the Chamber

1. An application under this Part and all subsequent proceedings, including applications for directions in relation to matters arising from the investigation, shall be heard in camera unless the Tribunal decides otherwise.

2. A person whose conduct is under investigation or who is being investigated at a hearing conducted by an inspector under this Part may appear or be heard at the hearing and shall have the right to be represented by a lawyer designated by him for that purpose.

(3) No person shall publish anything relating to proceedings under this Part without the permission of the Court.

259.

Offences related to false information

A person who, being obliged under this Part to answer any question put to him by an inspector, -

(a) knowingly or recklessly makes any statement that is false, misleading or deceptive in any particular material; or

(b) knowingly or recklessly withholding any information, the omission of which renders the information contained in any particular material misleading or deceptive, commits a criminal offense and shall be punishable by a fine not to exceed U.S. $10,000 if convicted

260.

The auditor's report as evidence

1. A copy of an inspector's report under this Part, certified as a true copy by the Registrar, shall be admissible in judicial proceedings as evidence of the inspectors' opinion on any matter contained in the report.

(2) A document purporting to be a certificate referred to in paragraph (1) shall be received as evidence and shall be treated as such unless proved otherwise.

261.

Privilege

(1) Nothing in this Part affects the attorney-client privilege which exists in relation to a lawyer and his client.

2. An oral or written statement or report by an examiner or other person in an investigation under this Part shall have absolute precedence.

PART XV - PROTECTION OF MEMBERS

262.

Member's power to bring an action before the Court of First Instance

(1) A member of a company may apply to the court for a decision under section 264 on the grounds that -

(a) the affairs of the Company have been, are, or are likely to be conducted in a manner that is, or will be, oppressive, unfairly discriminatory or unfairly prejudicial to him or her in his or her capacity as a member

(b) any actual or intended action or omission by the Company (including any action or omission on its behalf) is or may be repressive, unfairly discriminatory or unfairly disadvantageous to it in its capacity as a member; or

(c) the company or a director of the company has engaged or intends to engage in conduct contrary to this law or the company's articles of association.

(2) The provisions of this Part shall apply to a person who is not a member of a company but to whom shares in the company have been transferred or assigned by operation of law, as these provisions apply to a member of the company; and references to one or more members shall be construed accordingly.

263.

Power of the Registrar to bring proceedings before the Court

If, in the case of a company

(a) the registrar has received a report from an auditor based on

Part XIV; and

(b) it appears to the Registrar that -

(i) the affairs of the Company have been, are, or are likely to be conducted in a manner that is oppressive, unfairly discriminatory or unfairly disadvantageous to the members of the Company in general or to any part of its members

(i) an actual or intended act or omission of the Company (including an act or omission on its behalf) is or could be oppressive, unfairly discriminatory or unfairly disadvantageous to the members of the Company in general or to some of its members

(iii) the enterprise or a director of the enterprise has engaged or intends to engage in conduct contrary to this Act or the Articles of Association of the enterprise, the Registrar may apply to the Court for a ruling under section 264.

264.

Powers of the court

(1) If the court considers that an action under section 262 or

263 is well founded, it may issue an order which it considers appropriate to grant discharge in respect of the matters complained of.

(2) Without prejudice to the generality of subsection (1)

Order can -

(a) to govern the conduct of the Company's business in the following areas

(b) order the company or the director to abide by the company or the director, or to prevent the company or the director from engaging in conduct that is contrary to this Act or to the memorandum or articles of association of the company

(c) otherwise require the entity to refrain from or continue or perform any act complained of by the applicant.

an act complained of by the applicant, which he has failed to do;

(d) in relation to a shareholder of the Company, require the Company or another person to acquire the shareholder's shares;

(e) to amend or request the amendment of the memorandum and articles of association of the company

(f) require the Company or any other person to pay compensation to the member;

(g) order the correction of the undertaking's records; (h) annul any decision or action taken by the undertaking.

company or its directors who act contrary to this law or the provisions of the

Memorandum or Articles of Association of the company;

(i) authorisation for a member or other person or persons to institute civil proceedings in the name and on behalf of the Company under such conditions as the Court may direct

(j) to authorise a member or other person or persons to intervene in proceedings in which the Company is involved in order to continue, defend or terminate the proceedings on behalf of the Company; and

(k) provide for the acquisition of the rights of all members of the company by other members or by the company itself and, in the event of an acquisition by the company itself, for the corresponding reduction of the company's capital accounts

(3) No resolution may be passed against the company or any other person under this section unless the company or such person is a party to the proceedings in which the application is made.

(4) If an appointment under this section requires the company to make no or only certain amendments to the Memorandum or Articles of Association, the company shall not, without the permission of the Court, make such amendments which would violate that requirement.

(5) An amendment to the Memorandum or Articles of Association made pursuant to an order under this section shall have the same effect as an orderly resolution of the Company, and the provisions of this Act shall apply to the Memorandum or Articles of Association amended accordingly.

(6) A copy of any order made by the Court under this section amending or permitting the memorandum or articles of association of a company shall be served by the company on the Registrar for registration within 14 days of the date of the order or such longer period as the Court may permit.

(7) If a company violates paragraph (6), the company commits a criminal offence and is liable to a fine of up to USD 10,000 from conviction.

PART XVI DISQUALIFICATION ORDERS

265.

Disqualification orders

(1 ) For the purposes of this section, 'manager', in relation to an undertaking, means - -.

(a) an administrator appointed under Part VII of Part VII

XIII; or

(b) an administrator appointed elsewhere by the court by virtue of a written law.

(2) A disqualification decision is a decision of the court.

to forbid a person -

(a) be directors of a company or an entity named in the appointment

(b) to take part, directly or indirectly, in the management, formation or promotion of a company or of a company specified in the appointment or to be affected in any way;

(c) to be the administrator of a company or an undertaking specified in the appointment;

(d) is the recipient of a cell from a protected cell society or a protected cell society specified in the purchase order;

(e) to be the liquidator of a company or of a company specified in the appointment

3. The court may, on its own initiative or at the request of -

(a) the Registrar; (b) the Authority; (c) the Minister; or

(d) any liquidator, administrator, member or creditor of a company in which the person against whom a disqualification order is sought is or has been a director or has participated, directly or indirectly, in the administration, formation or promotion of that company.

(4) A person intending to apply for an order under this section shall give at least 10 days' written notice of his intention to apply for an order to any person against whom the order is sought.

(5) An application for an order under this section shall be served on any person against whom the order is directed.

(6) A disqualification decision may be issued by consent at the absolute discretion of the court.

(7) A disqualification order may contain such additional and subsidiary conditions as the court deems appropriate.

(8) The court or tribunal shall indicate that a copy of the order shall be served on the court or tribunal.

9. A disqualification order shall be valid for a maximum period of five years, as laid down in it.

10. If a person who is already subject to such an order is disqualified, the time limits set out in those orders shall run concurrently, unless the court orders them to be executed consecutively.

266.

Reason for issuing a disqualification order

1. The court may order a disqualification if it considers that that person is unfit to be involved in the management, promotion or liquidation of a company by reason of his conduct towards a company or otherwise.

(2) In determining whether a person is unfit for the purposes of paragraph (1), the court shall take into account -

(a) the nature and extent of the person's involvement in, or knowledge of, fraud, dishonesty, misconduct or other misconduct involving an enterprise

(b) the past conduct and activities of the person in business or financial matters;

(c) any convictions that the person has suffered for any offence relating to the promotion, creation, management, liquidation or exclusion of a company,

(d) any conviction for a criminal offence, in particular for fraud or dishonesty;

(e) the conduct of the person in relation to a company that has gone into insolvency;

(f) any misconduct or breach of fiduciary or other duty by the individual in relation to an entity;

(g) whether the person has been disqualified from dealing with the management of a foreign company under the law of any place outside Seychelles on the grounds of misconduct or incapacity; and

(h) other matters that the Court considers appropriate.

267.

Right of appeal to the Court of Appeal

(1) Any person disadvantaged by the adoption of a disqualification order by the court under section 265 may appeal to the Court of Appeal within thirty days of the date of the disqualification order.

(2) Notice of a complaint to the Court of Appeal under subsection (1) shall be served on the Registrar, who shall have the right to appear and be heard at the hearing of the complaint.

(3) On an appeal under this section, the Court of Appeal may -

(a) annul the disqualification order

(b) confirm the disqualification order in its entirety; or

(c) confirm the disqualification order in part, including, if it considers it appropriate, shortening or increasing the duration of the disqualification order

(4) At the request of the appellant and under such conditions as the Court of Appeal deems fair, the Court of Appeal may, on appeal against a complaint under this section, suspend or modify the implementation of the disqualification until the complaint is established.

268.

Change of the disqualification orders

(1) A person subject to a disqualification decision may apply to the court for a modification of the decision, and if he/she is satisfied that it is not contrary to the public interest, the court may issue a decision modifying the disqualification decision to the extent and under the conditions it deems appropriate.

(2) An application under this section to vary a disqualification order may be heard only if the person at whose request the disqualification order was filed has been served with a notice of at least 28 days (or such other period as the Court may in its discretion direct order) before the date of the hearing, and without prejudice to the foregoing, the Court may-

(a) to provide that service of the notice of claim shall also be effected on such other persons as the Court considers appropriate; and

(b) postpone the hearing of the application for this purpose.

(3) The amendment of a disqualification order may be made with the consent of

be granted by consent of the parties and at the absolute discretion of the court.

(4) The Court notes that a copy of an order amending a disqualification order will be served on the Registrar.

269.

Revocation of disqualification orders

(1) A person who is subject to a disqualification decision may apply to the court to have the decision set aside on the grounds that he is no longer unfit to manage a company, and the court may uphold the application if it is satisfied that -

(a) it would not be contrary to the public interest to do so

and

(b) the applicant is no longer unfit to manage an undertaking.

(2) An application under this section to revoke a disqualification order may be heard only if the person on whose application the disqualification order was issued has been served with the application for revocation at least 28 days (or such other period as the Court may in its discretion direct order) before the date of the hearing, and without prejudice to the foregoing, the Court may -

(a) order that the application for revocation be served on such other persons as the Tribunal may consider appropriate; and

(b) postpone the hearing of the application for this purpose.

(3) The revocation of a disqualification decision may be effected by consent of the parties and at the discretion of the court.

(4) The Court shall order that a copy of the decision to revoke a disqualification decision be sent to the Registrar.

270.

Consequences of breach of a disqualification order

(1) A person who contravenes any provision of a disqualification order -

(a) commits an offence and is sentenced to a fine not exceeding USD 10,000; and

(b) is personally liable for all the debts and liabilities of the company in respect of which the infringement was committed, which have arisen at any time as a result of his breach of the Disqualification Regulations

2. The liability of a person referred to in paragraph 1(b) shall be joint and several with that of the company and any other person liable to that company.

271.

Register of disqualification orders

1. The Registrar shall keep a register, to be known as the Registry.

of disqualification orders containing information on -

(a) any disqualification order served on the Registrar pursuant to section 265(7); and

(b) any order that amends a disqualification order served on the entity.

Registrar pursuant to Section 268(4).

(2) When a disqualification order ceases to have effect, the registrar shall delete the entry from the register of disqualification orders.

3. The register of disqualification orders shall be available for inspection on payment of the applicable fee in accordance with Part II of the second list.

(4) No one may be interpreted on the sole basis of an entry in the Register of Disqualification Orders as knowing that another person is the subject of a disqualification order.

PART XVII DELETION, DISSOLUTION AND WINDING UP

Subsection I - Deletion and dissolution

272.

Deletion

(1) The Registrar may delete the name of a company from the Register. If -

(a) it is convinced that the company -

(i) has ceased trading or is no longer operating

(i) conduct business in Seychelles in the following countries

Infringement of Section 5(2) of this Act;

(iii) was used for fraudulent purposes;

(iv) may prejudice the reputation of Seychelles as a financial centre; or

(b) the entity does not -

(i) file any notice or document required to be filed under this Act

(i) compliance with section 164 (Company having a registered agent) ;

(iii) comply with a request from Seychelles Tax Authority, the Financial Intelligence Unit or the Registrar for any document or information provided under this Act or any other written Seychelles legislation;

((iv) keep a register of directors, the register of members, the register of fees, the register of beneficial owners or the accounting records required to be maintained by it under this Act or any other records required to be maintained by it under this Act; or

(v) subject to paragraph (c), pay any penalties imposed by the Registrar under this Act; or

(c) the Company fails to pay its annual fee or any applicable penalty for delay to the Registrar within 180 days of the due date, provided that the cancellation under this paragraph shall not occur until 1 January of the following year.

(2) Before the name of a company is deleted from the register for the reasons set out in paragraph (1)(a) or (1)(b) , - the name of the company shall be registered.

(a) The Registrar shall send a notice to the Company stating that, unless the Company determines otherwise within 30 days of the date of the notice, the Registrar shall publish a notice in the Gazette of the proposed deletion of the name of the Company from the register pursuant to paragraph (b); and

(b) Upon expiry of the 30-day period set forth in the notice referred to in paragraph (a), the Registrar shall, unless the company has provided a reason to the contrary, publish a notice in the Gazette of its intention to delete the name of the company from the Register upon expiry of 60 days from the date of publication of the notice in the Gazette pursuant to this paragraph.

(3) After a period of 60 days from the date of publication of the notice in the Official Journal pursuant to paragraph (2) (b), the Registrar may delete the name of the company from the register, unless the company has given a reason to the contrary.

4. The Registrar shall publish a notice of the deletion of a company's name from the register in the Official Journal

(5) The deletion of the name of a company from the register shall take effect on the date on which the Registrar deletes the name from the register in accordance with subsection (3).

(6) Penalties imposed for a breach of this Act shall cease on the date of cancellation of the name of a company under this section, provided that all unpaid penalties arising prior to the date of cancellation shall remain due and payable to the Registrar.

273.

Appeal against the removal

(1) A person who is harmed by the deletion of the name of a company from the register pursuant to a decision of the Registrar pursuant to section 272(1) may, within 90 days of the date of the deletion published in the Official Journal, appeal against the decision of the Registrar and the related deletion to the Board of Appeal in accordance with the procedure laid down in Regulations 2014 of the Financial Services Authority (Appeals Board).

2. Upon a request under this Section, the Board of Appeal may -

(a) confirm the Registrar's decision and the termination

(b) annul and delete the decision of the Registrar and, if the Board of Appeal considers it appropriate, remit the case to the Registrar with such directions as the Board of Appeal may deem appropriate

(3 ) A person dissatisfied with the decision of the Board of Appeal.

may appeal to the Court of First Instance under Rule 8(8) of Regulations 2014 of the Financial Services Authority (Appeals Board) within 30 days of the decision.

(4) The Court of First Instance may, in respect of an appeal brought under paragraph (5), uphold, annul or alter the decision of the Board of Appeal and give directions as it sees fit and rightly deems appropriate.

274.

Effect of the deletion

1. Where the name of a company has been deleted from the register, the company and the directors, members and any liquidators or receivers of that company may not -

(a) initiate legal proceedings, conduct business or deal in any way with the assets of the Company

(b) to defend, claim or assert a right for or on behalf of the entity in legal proceedings; or

(c) act in any way relating to the affairs of the Company.

(2) Notwithstanding paragraph (1), where the name of a company has been deleted from the register, or a director, member, liquidator or receiver thereof - -

(a) submit an application for restoration of the undertaking to the competent authority

Register;

(b) to continue to defend proceedings initiated against the undertaking before the date of the exclusion; and

(c) to continue to conduct legal proceedings initiated on behalf of the company prior to the date of exclusion.

3. The fact that the name of a company is deleted from the register shall not prevent -

(a) the entity from borrowing;

(b) any creditor who asserts a claim against the entity and pursues the claim until judgment or enforcement; or

(c) prevent the Financial Intelligence Unit, the Seychelles Revenue Commission or any other governmental body from bringing any action against the Company under any written law of Seychelles and from pursuing the action until judgment or enforcement,

and shall not affect the liability of any of its members, directors, other officers or agents

(4) A company shall continue to be liable for all fees and penalties payable under this Act notwithstanding that the name of the company has been deleted from the register.

275.

Dissolution of the company deleted from the register

If the name of a company deleted from the register pursuant to Section 272 is deleted without interruption for a period of five years, it shall be dissolved with effect from the last day of that period.

276.

Restoration of the company to the register by the Registrar of Companies

(1) Subject to paragraphs (2), (3) and (4), where a company is not dissolved but its name has been deleted from the register under -

(a) Section 272(1)(b)(v) for non-payment of penalties imposed by the Registrar under this Act (other than those specified in Section 272(1)(c)); or

(b) Section 272(1)(c) for non-payment of its annual fee or a penalty for default thereon

Upon a request for restoration of the name of the Company to the Register, filed in the form approved by a creditor, member, former member, director, former manager, former director, liquidator or former liquidator of the Company, the Registrar may, at its discretion and upon payment of the restoration fee referred to in Part II of the Second Schedule and any outstanding fees and penalties, restore the name of the Company to the Register and issue a notice of restoration to the Company.

(2) If the name of a company has been registered in accordance with section 272(1)(b)(v) for non-payment of the penalties imposed by the Registrar under this Act (with the exception of section 272(1)(b)(v)), the name of the company shall be deemed to have been registered in accordance with section 272(1)(b)(v). (c) ) has been removed from the register, the company may not be restored under subsection (1) unless the Registrar is satisfied that the violation of this Act for which the penalty was imposed has been completely eliminated.

(3) An applicant under subsection (1) shall appoint a person authorised to provide international business services under the International Corporate Service Providers Act (Cap 275) as the registered agent of the restored company and submit the restoration application to the Registrar on behalf of the applicant.

(4) If the proposed registered representative of the company was not the registered representative of the company at the time of deletion from the register (the outgoing registered agent), the application shall be accompanied by the written consent of the outgoing registered representative to the change of the registered representative.

(5) The outgoing registered agent of a company must give his written consent under paragraph (4), unless fees due and payable have not been paid.

(6) A company which is reinstated in the register pursuant to this section shall be deemed to continue to exist as if it had not been deleted from the register.

277.

Legal action for reinstatement of the company in the register

1. Subject to paragraph 2, if the name of a company has been deleted from the register for any reason, an application may be made to the court for the restoration of the name of the deleted or dissolved company to the register by -

(a) a creditor, member, former member, director, former manager, former director, liquidator or former liquidator of the company; or

(b) any other person who may have an interest in reinstating the company in the register.

(2) An application for restoration of the name of a deleted or dissolved company to the register referred to in paragraph (1) may be filed with the court -

(a) within ten years of the date of the notice published in the Official Journal pursuant to Section 272(4); or

(b) within five years of the date of dissolution pursuant to Subsections II, III or IV of Part XVII of this Act.

3. Notice of the application shall be served on the Registrar, who shall have the right to appear and be heard at the hearing of the application.

(4) Upon application under paragraph (1) and subject to paragraph (1)

(5) the court may -

(a) to reinstate the company in the register under such conditions as it deems appropriate and to lodge a court appeal to restore the company to registration

(b) to give such instructions or orders as it deems necessary or desirable to put the company and any other person, as far as possible, in the same position as if the company had not been wound up or removed from the register

(5) When the Court issues an order for the restoration of a company to the Registry, the applicant under subsection (1) shall appoint a person authorised to provide international business services under the International Corporate Service Providers Act (Cap 275) to act as the registered agent of the restored company and shall file a sealed copy of the restoration order with the Registrar on behalf of the applicant.

(6) Upon receipt of a filed copy of a sealed reconstruction order filed pursuant to paragraph (5), but subject to paragraph (7), the Registrar shall reinstate the company in the register with effect from the date and time the copy of the sealed order was filed.

(7) Notwithstanding the receipt of a copy of the sealed restoration order, the Registrar shall not reinstate the company in the Register until -

(a) payment to it of all outstanding annual fees and any penalties or other charges payable under this Act in respect of the Company; and

(b) if the proposed registered agent of the company was not the registered agent of the company when he was removed by the Registrar (the outgoing registered agent), the Registrar receives written consent to the change of registered agent from the outgoing registered agent (who must give such consent unless fees due and payable to him have not been paid).

(8) A dissolved company restored under this section shall be entered in the register with the name it had immediately before the dissolution, provided that, if the name of the company has been re-used in accordance with the Fifth Schedule, the company shall be re-entered in the register with its name consisting of its company number and the word -Limited.

(9) A company which is reinstated in the register in accordance with this section shall be deemed to continue in existence as if it had not been dissolved or deleted from the register.

278.

Appointment of the liquidator of the deleted company

(1) If a company has been removed from the register, the Registrar may apply to the court for the appointment of a liquidator of the company.

(2) If the court or tribunal takes a decision under paragraph (1) -

(a) the company is re-registered; and

(b) the liquidator shall be deemed to be appointed in accordance with sections 309 and 315 of this Act.

279.

Undistributed ownership of the dissolved company

(1) Subject to paragraph (2), any property of a company which has not been disposed of at the time of dissolution of the company shall revert to the Government of Seychelles.

When a company is re-registered, any property other than money transferred to the Government of Seychelles pursuant to paragraph 1 on the dissolution of the company and not disposed of shall be returned to the company on re-registration.

(3) The company shall be entitled to payment from the Government of Seychelles-

(a) all monies received by the Government of Seychelles pursuant to paragraph (1) in respect of the company; and

(b) where ownership, other than cash, has been transferred to the Government of Seychelles pursuant to paragraph 1 in respect of the company and such ownership has been disposed of, an amount equal to the lesser of -

(i) the value of any such property at the time of its transfer to the Government of Seychelles; and

(i) the amount realised by the Government of Seychelles through the sale of such property

280.

Disclaimer

(1 ) In this section, -onerous property - -

(a) an unprofitable contract; or

(b) property of the entity that is unmarketable or not readily marketable or that may result in an obligation to pay money or an onerous contract.

(2) Subject to paragraph (3), the Minister may, by written notice published in the Official Gazette, refuse to recognise the title of the Government of Seychelles to incriminate property to which the Government of Seychelles is entitled under Article 279.

A statement in a notice denying ownership under this Section that the transfer of ownership to the Government of Seychelles was first notified to the Minister on a specified date shall, in the absence of evidence to the contrary, constitute proof of the stated fact.

(4) Unless otherwise ordered by the court at the request of the Minister, the Minister shall not be entitled to refuse the property, unless the property is refused -

(a) within twelve months of the date on which the transfer of the assets was notified to the Minister pursuant to section 279; or

(b) if a person interested in the property notifies the Secretary of State in writing that he or she must decide within three months of receipt of the notification whether or not to refuse the property,

whichever comes first.

Property refused by the Minister under this Section shall be deemed not to have been transferred to the Government of Seychelles under Section 279.

(6) An exclusion of liability in this section -

(a) operates so as to dissolve, with effect immediately prior to the dissolution of the Company, the rights, interests and liabilities of the Company in or in respect of the rejected property; and

(b) does not affect the rights or obligations of any other person, except to the extent necessary to relieve the Company of liability

(7) A person who suffers loss or damage as a result of an exclusion of liability under this section -

(a) shall be treated as a creditor of the company for the amount of the loss or damage, taking into account the effect of any order made by the court under subsection (8); and

(b) may apply to the court to order that the discarded property be delivered or transferred to that person.

8. The court may, on application under paragraph 7(b), make an order under this paragraph if it is satisfied that the property surrendered is to be delivered or transferred only to the applicant.

PART II - VOLUNTARY LIQUIDATION OF THE SOLVENT COMPANY

281.

Application of this subpart

An entity may be wound up voluntarily only if it is wound up under this subsection.

(a) it has no obligations; or

(b) it is able to settle its debts when due and the value of its assets equals or exceeds its liabilities.

282.

Voluntary Winding-up Plan

(1) Where it is proposed to appoint a liquidator or two or more joint liquidators under this subsection, the directors of the company shall approve a voluntary liquidation plan -

(a) certifying that the entity is and will be able to pay, settle or settle in full all its debts, liabilities and obligations when due and that the value of its assets is equal to or exceeds its liabilities; and

(b) indication -

(i) the reasons for the winding up of the company;

(i) its estimate of the time needed to wind up the entity;

(iii) whether or not the liquidator should be authorised to carry on the business of the company if he considers it necessary; or

((iv) the name and address of each person to be appointed as liquidator; and

(v) whether or not the liquidator, once the affairs of the company have been fully wound up in accordance with this subsection, shall provide to all members a statement of account of the winding up prepared or prepared by the liquidator in respect of the winding up, its acts and transactions, including details of amounts paid or received and the disposal of the assets of the company

2. A director who presents a certificate of solvency in a voluntary liquidation plan pursuant to paragraph 1(a) without having reasonable grounds to believe that the entity is and will be able to pay, settle or cover its debts, liabilities and obligations in full when due shall be deemed to be committing a criminal offence and shall be liable on conviction to a fine not exceeding USD 10 000.

283.

Start of the voluntary liquidation of the solvent company

(1) Subject to paragraph (2), a company may be voluntarily wound up under this subsection -

(a) when the entity -

(i) a special resolution that it be voluntarily wound up; or

(i) if so permitted by its Memorandum or Articles of Association, an order that it be voluntarily dissolved; or

(b) when the period of time specified in the articles of association for the duration of the company (if any) expires and the company takes an ordinary resolution that it be voluntarily wound up; or

(c) if the event (if any) occurs when the Articles of Association provide for the company to be wound up and the company takes an ordinary resolution to be wound up voluntarily.

(2) A voluntary liquidation decision by the Members under subsection

(1) may not be adopted unless -

(a) approve the voluntary winding-up plan referred to in section 282(1) within 30 days of the date of that plan; and

(b) it appoints a liquidator or two or more joint liquidators to manage the affairs of the company and to realise and distribute its assets

(3) A liquidator shall not be appointed by a resolution adopted under this section if -

(a) a liquidator of the company has been appointed by the competent authority

Court;

(b) an application has been made to the Court for the appointment of a liquidator of the company and the application has not been rejected; or

(c) the person to be appointed has not consented to his appointment.

4. A decision under this Section shall be null and void and of no effect if -

(a) contrary to paragraph (2), does not appoint a liquidator; or

(b) appointing a person as liquidator in the circumstances referred to in subsection 3 or in breach of section 284.

(5) Subject to the provisions of this section, voluntary dissolution under this subsection shall commence upon the adoption of the decision of the members on voluntary dissolution under paragraph (1).

284.

Entitlement as liquidator under this subsection

(1) For the purposes of this Subsection, a person shall be entitled to be appointed and to act as liquidator of a company, unless the person is excluded from acting as liquidator of a company under paragraph (2).

(2) The following persons shall be excluded from appointment or activity as liquidator of a company - -

(a) a disqualified person under Part XVI or a person subject to an equivalent disqualification under the law of any country outside Seychelles

(b) a minor;

(c) a disabled adult;

(d) a bankrupt debtor who has not yet been discharged;

(e) a person who is or has been a director of the Company at any time during the last two years;

(f) a person who has served or has served in the last two years in an executive position relating to the entity and whose functions or responsibilities include functions or responsibilities related to the financial management of the entity;

(g) a person who is a sole member of the Company; and

(h) a person who is a close family member of a person referred to in paragraph (e), (f) or (g).

285.

Submission to the Registrar

1. Within 21 days of the date of the decision by the members to voluntarily dissolve a company under this Subsection, the company shall submit to the Registrar, together with the fee referred to in Part II of the Second Schedule, the following -

(a) a certified copy of or an extract from the voluntary liquidation decision of the members; and

(b) a certified copy of or an extract from the voluntary liquidation plan

(2) The company shall ensure that the certified documents referred to in paragraph (1) - are

(a) authenticated as originals by the registered agent of the company; and

(b) filed with the Registrar by the registered company.

(3) Any violation of paragraph (1) shall result in nullity and ineffectiveness.

(a) the voluntary liquidation decision of the members; and

(b) the appointment of the liquidator or liquidators.

286.

Notice of voluntary liquidation

The liquidator of a company shall, within 40 days of the commencement of the voluntary liquidation under this subsection in the approved form, give notice of his appointment and of the commencement of the voluntary liquidation of the company under this subsection by publication in the -

(a) the Gazette or a newspaper published and circulated daily in Seychelles; and

(b) unless the company has no principal place of business outside Seychelles, a newspaper published and distributed at the place of the company's principal place of business outside Seychelles.

287.

Effect of the start of voluntary liquidation

(1) Subject to paragraphs (2) and (3), with effect from the beginning of the voluntary liquidation of a company -

(a) the liquidator has custody and control of the assets of the company; and

(b) the directors of the Company shall remain in office but shall have no powers, functions or duties other than those required or permitted under this subsection.

2. Paragraph 1(a) shall not affect the right of a secured creditor to take possession of and realise or otherwise deal with assets of the company in which the creditor has a security interest.

3. Notwithstanding paragraph 1(b), the directors may, after the commencement of voluntary liquidation, exercise the powers of the liquidator by written notice and authorise them to exercise them.

(4) A person who purports to exercise the powers of a director at a time when those powers have ceased to be exercised pursuant to subsection (1) and the exercise thereof has not been authorised by the liquidator pursuant to subsection (3) shall be guilty of a criminal offence and shall be liable on conviction to a fine not exceeding US$10,000.

288.

Obligations of the liquidator under this subsection

(1) A liquidator appointed under this subsection shall -

(a) to take possession of, protect and exploit the assets of the Company

(b) identify all creditors and claimants of the entity;

(c) to pay or provide for or satisfy all the entity's claims, debts, liabilities and obligations; and

(d) after they have done so, to distribute the surplus assets of the Company among the members in accordance with their respective entitlements under the Articles of Association of the Company.

(2) If a notice or other document concerning a company is required under this subsection to be filed by a company appointed under this subsection or by a liquidator, the document shall be filed only by the registered agent of the company.

289.

Powers of the liquidator in the event of voluntary liquidation under this subsection

(1) Subject to subsection (2), a liquidator appointed under this subsection shall, in order to perform the duties imposed on him by section 288, have all the powers of the company other than those reserved to members under this Act or the statutes, including but not limited to the power -

(a) to take charge of the custody of the assets of the Company and in this connection to declare any assets of the Company on behalf of the liquidator or his nominee

(b) selling assets of the entity without notice at public auction or by private sale;

(c) collect the claims and assets to which the company is entitled or which belong to it;

(d) to borrow money from any person for any purpose that facilitates the winding up and liquidation of the entity

to pledge or mortgage the Company and to pledge or mortgage any property of the Company as security for such borrowings;

(e) to negotiate and settle any claim, debt, liability or obligation of the Company, including compromises or agreements with creditors or persons claiming to be creditors or having claims of any kind against the Company, or to make any such claims against themselves

(f) to bring or defend, in the name and on behalf of the Company or in the name of the liquidator, any action, suit, action, prosecution or other civil or criminal proceedings

(g) the hiring of legal advisers, accountants and other advisers and agents;

(h) to continue the business of the Company if the liquidator deems it necessary or in the best interests of the creditors or members of the Company

(i) execute contracts, agreements or other instruments in the name and on behalf of the Company or in the name of the liquidator

(j)to call the capital;

(k) to make any payment or distribution in cash or other property or in part in each individual in accordance with this Part; and

(l) to do and perform all other things necessary for the conduct of the affairs of the Company and the distribution of its assets.

(2) Paragraph (1) is subject to -

(a) an order of the court in respect of the winding up of the company

the powers of the company or the liquidator; and

(b) the rights of a secured creditor in respect of all assets of the entity in which the creditor has a security interest.

(3) Notwithstanding paragraph (1) (h), a liquidator may not, without the authorisation of the Court, carry on the business of a company which has been involuntarily wound up for more than two years.

(4) If more than one liquidator is appointed, any power hereby conferred may be exercised -

(a) by one or more of them, as they may be determined at the time of their appointment; or

(b) in the absence of such determination by any number of at least two persons.

290.

Vacant post in the liquidator's office under this subsection

(1) If there is a vacancy in the office of liquidator under this subsection, whether as a result of the death, resignation or dismissal of the liquidator, unless at least one liquidator remains in office, a suitable person shall be appointed by an ordinary resolution as substitute liquidator.

(2) A person appointed as liquidator under this section shall -

(a) within 14 days of his appointment, submit an appointment notice to the registry administrator in the approved format; and

(b) within 30 days of his appointment, a notice of his appointment by publication in the -

(i) the Gazette or a newspaper published and circulating daily in Seychelles; and

(i) unless the company has no principal place of business outside Seychelles, a newspaper published and distributed at the place of the company's principal place of business outside Seychelles,

291.

Resignation of the liquidator under this subsection

(1) A liquidator under this subsection may withdraw only in accordance with this section.

(2) Subject to paragraph (4), the liquidator must indicate at least the following

14 days' notice of his intention to renounce each member and the director of the company.

(3) The declaration of resignation shall be accompanied by a summary of the voluntary liquidation accounts and a report on the conduct of the liquidator in the voluntary liquidation.

(4) The directors and members of the company may decide to accept the liquidator's resignation with less than 14 days' notice.

(5) On expiry of the notice period specified in the notice or any shorter notice period which may be accepted by the members and directors pursuant to subsection (4), the liquidator may give notice of his resignation to any member and director of the company.

6. If a liquidator resigns, he shall give notice of his resignation to the Registrar and his resignation shall take effect from the date of such notice.

(7) Upon receipt of a notice of rescission submitted by a liquidator under subsection (6), the Registrar shall promptly transmit a copy of the notice of rescission to the registered agent of the Company.

292.

Removal of the liquidator under this subsection

(1) A liquidator under this subsection may be removed from the office only if he

(a) Resolution by members of the Company; or

(b) a decision of the court or tribunal under this Section.

(2) The Court may, on application by a person referred to in paragraph (3), remove the liquidator of a company if -

(a) the liquidator -

(i) was not entitled to be appointed as liquidator of the Company or is not entitled to act; or

(i) fails to comply with an order or decision of the court in connection with the voluntary liquidation of the entity; or

(b) the court has good reason to believe that -

Removal of the liquidator under this subsection

(i) the liquidator's conduct in the voluntary liquidation is below the standard that might be expected from a reasonably competent liquidator

(i) the liquidator has an interest contrary to his role as liquidator; or

(iii) for any other reason he should be removed as liquidator.

(3) An action may be brought before the court for the removal of a liquidator.

(a) a director, member or creditor of the company; or

(b) with the permission of the Court, any other interested party.

4. The Tribunal may require an applicant to lodge a security for the costs incurred by the liquidator in respect of the application.

5. After hearing an application under this Section, the tribunal may make such provisional or other order as it considers appropriate, including the appointment of a liquidator to replace the liquidator removed by the decision.

(6) If a liquidator is removed from office by order of the court or by order of members, the company shall submit to the Registrar a copy of the order or a certified copy or an extract from the order.

(7) Upon receipt of a copy order or copy or extract order pursuant to subsection (6), the Registrar shall promptly transmit a copy thereof to the registered agent of the Company.

293.

Abolition of voluntary liquidation

(1) In the event of a voluntary liquidation commenced under this subsection and subject to paragraph (3), a company may, by an ordinary resolution, revoke the voluntary liquidation of the company before filing a notice of completion of the liquidation with the Registrar pursuant to section 297(1).

(2) A company shall file a certified copy or an extract of the resolution referred to in paragraph (1) with the Registrar, who shall keep it and enter it in the Register.

(3) The revocation of a voluntary liquidation pursuant to subsection (1) shall not take effect until the certified copy referred to in subsection (1) or the certified extract resolution has been registered with the Registrar.

(4) Within 40 days immediately after the date on which the resolution referred to in paragraph (1) is filed with the Registrar, the company shall give notice that the company has withdrawn its intention to be voluntarily dissolved and wound up, which notice shall be published in -.

(a) the Gazette or a newspaper published and circulated daily in Seychelles; and

(b) unless the company has no principal place of business outside Seychelles, a newspaper published and distributed at the place of the company's principal place of business outside Seychelles.

(5) A company which violates paragraph (4) shall be liable to a fine of $25 for each day or part thereof that the violation continues.

(6) A Director who knowingly permits a violation under paragraph (4) shall be liable to a fine of US$25 for each day or part thereof during which the violation continues.

294.

Termination of voluntary liquidation by the court

1. The court or tribunal may, at any time after the appointment of a liquidator under this Subsection, make an order terminating voluntary liquidation if it is satisfied that this would be justified and appropriate.

(2) An application under subsection (1) may be made by the liquidator or by a director, member or creditor of the company.

(3) Before adopting an order under paragraph 2, the court may require the liquidator to submit a report on all matters relevant to the action.

(4) An order under subsection (1) may be made subject to such conditions as the court deems appropriate, and the court may, when making the order or at any time thereafter, give such additional instructions or make such other order as it deems appropriate in connection with the termination of voluntary liquidation.

(5) If the court takes a decision in accordance with paragraph (1), the company shall no longer be in voluntary liquidation and the liquidator shall cease to hold office, with effect from the date of the decision or at a later date which may be fixed in the decision.

(6) Where the court or tribunal takes a decision under paragraph (1), the claimant shall file a copy of the decision with the Registrar.

(7) Upon receipt of a copy order pursuant to subsection (6) above, the Registrar shall promptly send a copy of the order to the registered agent of the Company.

295.

Power to apply to the court for an order

A liquidator or a director, member or creditor of a company which is in liquidation or is to be voluntarily liquidated under this Subsection may apply to the court for an order concerning any aspect of the liquidation; on application, the court may make such order as it considers appropriate.

296.

Interim report on the implementation of the liquidation

(1) At the end of a year commencing on the date of the commencement of voluntary liquidation and at the end of each subsequent year, the liquidator shall, if the liquidation has not been completed, also -

(a) be distributed in writing to all members; or

(b) convene a general meeting of the members of the company at which the liquidator must be present before the meeting

a report on his actions and transactions and on the implementation of the winding-up procedure during the previous year.

(2) The liquidator may convene a general meeting of the company at any other time.

297.

Resolution

(1) Upon completion of a voluntary liquidation under this Subpart, the company shall submit to the Registrar, together with the fee referred to in Part 2 of Schedule 2, a notice from the liquidator of the company in the approved form that the voluntary liquidation of the company under this Subpart has been completed.

(2) The Company shall cause the notice of the liquidator referred to in subsection (1) to be filed with the Registrar by the registered agent of the Company.

(3) Upon receipt of a notice from a liquidator under subsection (1), the Registrar shall -

(a) delete the name of the company from the register; and

(b) issue a certificate of liquidation in the approved form certifying the liquidation of the company.

(4) If the Registrar issues a certificate of dissolution pursuant to subsection (3), the dissolution of the company shall take effect from the date of the issue of the certificate.

(5) Immediately after the issuance by the Registrar of a certificate of liquidation pursuant to subsection (3), the Registrar shall have published in the Official Gazette that the company has been deleted from the register and dissolved.

SECTION III - VOLUNTARY LIQUIDATION OF AN INSOLVENT COMPANY

298.

Application of this subpart

Subject to the provisions of this Subsection, a company may be voluntarily wound up under this Subsection if it is insolvent.

299.

Importance of insolvent

For the purposes of this Subpart and Subpart IV (mandatory fields)

dissolution by court), a company is insolvent if -

(a) the value of its liabilities exceeds or will exceed its assets; or

(b) it is or will be unable to pay its debts when due.

300.

If the company was found to be insolvent

1. If the liquidator of a company in voluntary liquidation under Part II (Voluntary liquidation of the Solvency Company) considers at any time that the company is insolvent, he shall immediately -

(a) cease to carry out voluntary liquidation under Subsection II; and

(b) to provide written notice to each member and known creditor of the Company.

(2) A liquidator who fails to comply with subsection (1) shall be guilty of a criminal offence and shall be liable by conviction to a fine not exceeding US$10,000.

301.

Start of the voluntary liquidation of an insolvent company

(1) Subject to paragraph (2), a company may be voluntarily wound up under this subsection if the company takes a special decision that it will be wound up voluntarily.

(2) A voluntary winding-up resolution pursuant to subsection (1) shall not be adopted unless -

(a) the decision -

(i) appoint a liquidator or two or more joint liquidators to administer the affairs of the company and to realise and distribute its assets

(i) specifies that the company is insolvent for the purposes of this Subsection and that the directors of the company have sent a declaration of insolvency to the members of the company in accordance with paragraph (b); and

(iii) specifies that the proposed voluntary liquidation falls within the scope of this subsection; and

(b) the directors of the Company have made available to the Board of Directors of the Company

Members with a declaration of insolvency -

(i) a determination that the entity is insolvent; and

(i) disclosure of the assets and liabilities of the entity at the latest practical date before the financial statements are prepared.

(3) A liquidator shall not be appointed by a resolution adopted under this section if -

(a) a liquidator of the company has been appointed by the competent authority

Court;

(b) an application has been made to the Court for the appointment of a liquidator of the company and the application has not been rejected; or

(c) the person to be appointed has not consented to his appointment.

4. A decision under this Section shall be null and void and of no effect if -

(a) contrary to paragraph (2), does not appoint a liquidator; or

(b) he appoints a person as liquidator in the circumstances referred to in subsection 3 or in breach of section 284 (Right to Liquidate).

(5) Subject to the provisions of this Section, voluntary liquidation under this subsection shall commence upon the adoption of the special resolution on voluntary liquidation under subsection (1) .

302.

Application of certain provisions of Subsection II to this Subsection

The following sections of Subsection II shall apply mutatis mutandis in relation to a liquidator appointed under this Subsection -

(a) Section 284 (entitlement to liquidator) ;

(b) Section 287 (effect of the commencement of voluntary liquidation) ;

(c) Section 288 (Obligations of the liquidator) ; (d) Section 289 (Powers of the liquidator) ;

(e) Section 290 (vacancy in the office of liquidator) ; (f) Section 291 (resignation of the liquidator) ;

(g) Section 292 (Removal of the liquidator), with the exception that the words "dissolution of member" in Section 292(1)(a) are treated as omitted and replaced by the words "dissolution of creditors";

(h) Section 293 (suspension of voluntary liquidation), except that the words -ordinary in section 293 subsection 1 letter. (a) are treated as omitted and replaced by the words - dissolution of creditors;

(i) Section 294 (termination of voluntary liquidation by the

court) ; and

(j) Section 295 (power to apply to the Court for an order)

303.

Submission to the Registrar

1. Within 21 days of the date of the resolution on the voluntary liquidation of a company under this Subsection, the company shall submit to the Registrar a certified copy of or an extract from the voluntary liquidation resolution, accompanied by the fee referred to in Part II of the second Annex.

(2) The company must ensure that the certified copy or extract from the voluntary liquidation resolution referred to in paragraph (1) -

(a) authenticated as originals by the registered agent of the company; and

(b) filed with the Registrar by the registered company.

(3) Any violation of subsection (1) shall result in nullity and ineffectiveness.

(a) the voluntary dissolution of a special resolution; and

(b) the appointment of the liquidator or liquidators.

304.

Notice of voluntary liquidation

The liquidator of a company shall, within 40 days of the commencement of the voluntary liquidation under this subsection in the approved form, give notice of his appointment and of the commencement of the voluntary liquidation of the company under this subsection by publication in the -

(a) the Gazette or a newspaper published and circulated daily in Seychelles; and

(b) unless the company has no principal place of business outside Seychelles, a newspaper published and distributed at the place of the company's principal place of business outside Seychelles.

305.

Liquidator to convene the first meeting of creditors

(1) The liquidator of a company shall convene a meeting of the company's creditors (referred to in this section as the "first creditors" meeting) as soon as possible after his appointment under this subsection and not later than 14 days before the day on which the meeting is to be held.

(a) sending a summons to each creditor; and

(b) Promotion of the meeting in -

(i) the Gazette or a newspaper published and circulating daily in Seychelles; and

(i) unless the company has no principal place of business outside Seychelles, a newspaper published and distributed at the place of the company's principal place of business outside Seychelles.

(2) Before the date of the first meeting of creditors, the liquidator shall, at the request of a creditor, give that creditor -

(a) a list of the company's creditors known to the liquidator; and

(b) other information on the affairs of the company which the creditor may reasonably require and which the liquidator may reasonably provide.

(3) The liquidator shall attend the first meeting of creditors and, if appointed by the members, shall report to the meeting on any exercise of his powers since his appointment.

(4) At the first creditors' assembly the creditors may -

(a) in the case of a liquidator appointed by the members, appoint another liquidator in his place; or

(b) appoint a creditors' committee.

(5) Any infringement of paragraphs (1), (2) or (3) shall constitute a criminal offence and the liquidator shall be liable on conviction to a fine not exceeding USD 10 000.

306.

Examination of the liquidator's accounts by the creditors

(1) In a winding-up under this subsection where the liquidator has

has sold the assets of the company, he is subject to this section - -

(a) convene a creditors' assembly for the purpose of examining and reviewing the financial statements and the claims and preferences of creditors; and

(b) determine a date for the distribution of the assets of the entity.

(2) In respect of a creditors' meeting as referred to in paragraph 1(a), the liquidator of a company may not, less than 14 days before the day on which the meeting is to take place, -

(a) give notice of the meeting to each creditor; and

(b) convene the meeting by advertising in -

(i) the Gazette or a newspaper published in Seychelles and circulating daily; and

(i) unless the company has no principal place of business outside Seychelles, a newspaper published and distributed at the location of the company's principal place of business outside Seychelles

(3) In respect of a proposed distribution under paragraph 1(b), the liquidator of a company shall not, less than 14 days before the date on which the distribution is to be made, -

(a) send a distribution notice to each creditor; and

(b) distribution through advertising in -

(i) the Gazette or a newspaper published in Seychelles and circulating daily; and

(i) unless the company has no principal place of business outside Seychelles, a newspaper published and distributed at the location of the company's principal place of business outside Seychelles

4. A member of the company shall have the right to attend the meeting referred to in paragraph 1(a).

(5) Subject to paragraphs (2) (3), (6) and (7), the liquidator shall, after the meeting referred to in paragraph (1) (a) has been held, distribute such part of the assets of the company as he considers appropriate in respect of a claim.

(6) Subsection (5) shall not affect the right of a liquidator, director, member or creditor of a company to apply to the court for an order in respect of any aspect of the liquidation, including in respect of a creditor's claim.

(7) If an action is pending before the court in respect of any aspect of the liquidation, including the claim of a creditor, the liquidator shall not pay or discharge any debts and obligations of the company -

(a) until such time as the Court of First Instance has established the claim; or

(b) prior with the written consent of all creditors or with the permission of the court.

307.

Accounting for the liquidation before liquidation

(1) As soon as the affairs of the Company under this subsection have been fully settled, the liquidator shall draw up a written statement of the liquidation and of the liquidator's acts and transactions, including details of amounts paid or received and the disposal of the Company's assets.

(2) The liquidator shall provide the members of the company with a copy of his statement of account referred to in paragraph (1).

308.

Resolution

(1) Upon completion of voluntary liquidation under this subsection and compliance with section 307 by the liquidator of the company, the company shall submit to the Registrar a notice from the liquidator of the company in the approved form that section 307 has been complied with and that the voluntary liquidation of the company under this subsection has been completed.

(2) The Company shall arrange for the insolvency administrator to be notified in accordance with

Subsection (1) to be filed with the Registrar by the registered agent of the company.

(3) Upon receipt of a notification from a liquidator under subsection (1), the

The registrar should -

(a) remove the company from the register; and

(b) issue a certificate of liquidation in the approved form certifying the liquidation of the company.

(4) If the Registrar issues a certificate of dissolution pursuant to subsection (3), the dissolution of the company shall take effect from the date of the issue of the certificate.

(5) Immediately after the issuance by the Registrar of a certificate of liquidation pursuant to subsection (3), the Registrar shall have published in the Official Gazette that the company has been deleted from the register and dissolved.

Subsection IV - Forced execution by the court

309.

Request for compulsory liquidation

(1) If one of the circumstances referred to in section 310 applies to a company, an application for compulsory winding up of the company may be made to the court, by the company, by a director, member, creditor or liquidator or by any other interested party.

(2) An order of the court in respect of an action under subsection (1) shall have the same effect in favour of all the company's creditors as if the application had been filed by them.

310.

Circumstances in which the court may dissolve the company

A company can be dissolved by the court if -

(a) the company has decided by special resolution that the company will be dissolved by the court

(b) the company does not commence business within one year of its formation;

(c) the entity suspends operations for a full year;

(d) the entity has no members (other than the entity itself if it holds its own shares as treasury shares) ;

(e) the company is insolvent within the meaning of section 299;

(f) the entity has not followed an instruction from the entity.

Registrar under Section 31 to change its name; or

(g) the court considers that it is justified and appropriate to liquidate the company.

311.

The Authority may be consulted during the processing of the application

(1) An application for an order for compulsory winding up of an undertaking referred to in subsection (2) shall not be heard unless a copy of the application is served on the Authority at least 7 days (or such other period as the Court may in its discretion determine directly) before the date on which the application is heard.

(2) The undertakings referred to in paragraph (1) are -

(a) a company operating as an investment fund within the mutual society

Funds and Hedge Funds Act;

(b) a protected cell entity; and

(c) companies of any other class or description required by the Authority for the purposes of this section.

3. At the hearing on the application, the Authority may submit to the Court of First Instance statements of case which the Court of First Instance shall take into account in deciding whether or not to exercise its powers under this Part and, if so, in what manner.

312.

Reason for which the Registrar, the Authority or the Minister may submit the application for winding-up

(1) A company may be dissolved by the Court if the Court considers that it is desirable to dissolve the company in order to protect the public or the reputation of Seychelles.

(2) An application under subsection (1) for compulsory winding up of a company may be made to the Court only by the Registrar, the Authority or the Minister.

(3) An order of the court in respect of an action under subsection (1) shall have the same effect in favour of all the company's creditors as if the application had been filed by them.

(4) This section applies in addition to and not in derogation of the other provisions of this section and any other legal provision relating to dissolution.

313.

Power to close the proceedings and appoint a provisional liquidator

When applying for the compulsory liquidation of a company, or at a later date, any creditor of the company may apply to the court for an order -

(a) to limit, under such conditions as the court considers appropriate, any action or proceeding brought against the entity

(b) Appointment of a provisional liquidator to establish the assets and liabilities of the Company, to administer its affairs and to perform all acts authorised by the Court.

314.

Powers of the Court of First Instance to hear actions

After hearing an application for compulsory liquidation of an undertaking, the court may make the application under such conditions as it considers appropriate, refuse the application or take any other decision it considers appropriate.

315.

Appointment of the liquidator in compulsory liquidation

(1) When issuing an order for enforcement, the court shall appoint such liquidator as it deems appropriate, which may be a liquidator appointed by the applicant.

(2) Before or after the appointment of a person as liquidator, the court may order that the funds received by him be transferred to an account designated by the court.

3. Subject to the conditions governing the appointment of the liquidator, a liquidator appointed by the court shall -

(a) to take possession of, protect and exploit the assets of the Company

(b) identify all creditors and claimants of the entity;

(c) to pay or provide for or satisfy all the entity's claims, debts, liabilities and obligations; and

(d) after they have done so, to distribute the surplus assets of the Company among the members in accordance with their respective entitlements under the Articles of Association of the Company.

Where notice or other document is required under this Subsection and must be filed by a liquidator, if the liquidator is not a resident of Seychelles, the document may only be obtained from -

(a) a person authorised to provide international business services under the International Corporate Service Providers Act (Cap 275); or

(b) a lawyer in Seychelles, acting on behalf of the liquidator

316.

Remuneration of the liquidator

The fees for a liquidator appointed by the court shall be fixed by the court.

317.

Submission to the Registrar

(1) Within 21 days of the date on which the court issues a compulsory liquidation order under this subsection, the company shall submit a copy of the compulsory liquidation order to the Registrar together with the fee referred to in Part II of the second schedule.

(2) The company shall ensure that the compulsory liquidation order referred to in paragraph (1) is filed with the Registrar by the registered representative of the company.

318.

Notice of compulsory liquidation

The liquidator of a company in compulsory liquidation shall, within 40 days of the compulsory liquidation order, give notice of his appointment as liquidator and of the compulsory liquidation of the company by publication.

(a) the Gazette or a newspaper published and circulated daily in Seychelles; and

(b) unless the company has no principal place of business outside Seychelles, a newspaper published and distributed at the place of the company's principal place of business outside Seychelles.

319.

Liquidator to convene the first meeting of creditors

(1) The liquidator of a company shall convene a meeting of the company's creditors (referred to in this section as the "first creditors" meeting) as soon as possible after his appointment under this subsection and not later than 14 days before the day on which the meeting is to be held.

(a) sending a summons to each creditor; and

(b) Promotion of the meeting in the context of

(i) the Gazette or a newspaper published and circulating daily in Seychelles; and

(i) unless the company has no principal place of business outside Seychelles, a newspaper published and distributed at the place of the company's principal place of business outside Seychelles.

(2) Before the date of the first creditors' meeting, the liquidator

at the request of a creditor, that creditor -

(a) a list of the company's creditors known to the liquidator; and

(b) other information on the affairs of the company which the creditor may reasonably require and which the liquidator may reasonably provide.

(3) The liquidator shall attend the first meeting of creditors and, if appointed by the members, shall report to the meeting on any exercise of his powers since his appointment.

(4) At the first creditors' assembly the creditors may -

(a) in the case of a liquidator appointed by the members, appoint another liquidator in his place; or

(b) appoint a creditors' committee.

(5) Any infringement of paragraphs (1), (2) or (3) shall constitute a criminal offence and the liquidator shall be liable on conviction to a fine not exceeding USD 10 000.

320.

The consequences of the appointment of the liquidator and the compulsory winding-up order

(1) Subject to paragraph (2), with effect from the appointment of a liquidator in a compulsory liquidation of a company -

(a) the liquidator has custody and control of the assets of the company; and

(b) the directors of the Company shall remain in office but shall no longer have any powers, functions or duties unless the liquidator or the Court authorises their continuation.

2. Paragraph 1(a) shall not affect the right of a secured creditor to take possession of and realise or otherwise deal with assets of the company in which the creditor has a security interest.

(3) A person who purports to exercise the powers of a Director at a time when those powers have ceased to exist pursuant to paragraph (1) and who

the exercise has not been authorised by the liquidator or the court, commits a criminal offence and is subject to a fine of up to USD 10 000 by conviction.

(4) Upon issuance of a compulsory liquidation order, the Company shall cease its business activities unless this is expedient for the economic liquidation of the Company.

(5) Subject to paragraph (4), the constitution and the powers of the Company shall continue until its dissolution, unless otherwise provided in its statutes.

(6) A company that violates paragraph (4) shall be guilty of a criminal offence and shall be liable to a fine not exceeding USD 10,000.

321.

Powers of a liquidator appointed by the court

(1) Subject to paragraph 2, a liquidator appointed by the Court shall have the following powers

(a) to take charge of the custody of the assets of the Company and in this connection to declare any assets of the Company on behalf of the liquidator or his nominee

(b) selling assets of the entity without notice at public auction or by private sale;

(c) collect the claims and assets to which the company is entitled or which belong to it;

(d) to borrow money from any person for any purpose facilitating the winding up and dissolution of the Company and to pledge or mortgage any property of the Company as security for such borrowing

(e) to negotiate and settle any claim, debt, liability or obligation of the Company, including compromises or agreements with creditors or persons claiming to be creditors or having claims of any kind against the Company, or to make any such claims against themselves

(f) to bring or defend, in the name and on behalf of the Company or in the name of the liquidator, any action, suit, action, prosecution or other civil or criminal proceedings

Forces of the

a liquidator appointed by the court

(g) the hiring of legal advisers, accountants and other advisers and agents;

(h) to continue the business of the Company if the liquidator deems it necessary or in the best interests of the creditors or members of the Company

(i) execute contracts, agreements or other instruments in the name and on behalf of the Company or in the name of the liquidator

(j)to call the capital;

(k) pay all creditors in accordance with the provisions of this Part;

(l) to do and perform all other things necessary for the conduct of the affairs of the Company and the distribution of its assets; and

(m) to perform any other act authorised by the Court.

(2) Paragraph (1) is subject to -

(a) an order of the court in respect of the powers of the liquidator, including an order requiring the liquidator to obtain the sanction of the court before exercising a specific power; and

(b) the rights of a secured creditor in relation to assets of the entity in which the creditor has a security interest.

322.

Resignation, dismissal or death of the liquidator

(1) In a compulsory liquidation -

(a) a liquidator may resign or be removed from office by the court; and

(b) If a vacancy occurs in the office of liquidator as a result of resignation, dismissal or death, the Court may fill the vacancy.

(2) Where the court or tribunal takes a decision under paragraph (1), the claimant shall file a copy of the decision with the Registrar.

(3) Upon receipt of a copy order pursuant to subsection (2) above, the Registrar shall promptly send a copy of the order to the registered agent of the Company.

323.

Examination of the liquidator's accounts by the creditors

(1 ) In a compulsory liquidation if the liquidator has realised the claim.

the assets of the company, he is subject to this section -

(a) convene a creditors' assembly for the purpose of examining and reviewing the financial statements and the claims and preferences of creditors; and

(b) fix a date for the distribution of the assets of the company.

2. In respect of a creditors' meeting referred to in paragraph 1(a), the liquidator of a company may not, less than 14 days before the day on which the meeting is to be held, -

(a) send a notice of the meeting to each creditor; and

(b) the meeting by advertising in -

(i) the Gazette or a newspaper published and circulating daily in Seychelles; and

(i) unless the company has no principal place of business outside Seychelles, a newspaper published and distributed at the place of the company's principal place of business outside Seychelles.

(3) In respect of a proposed distribution under paragraph 1(b), the liquidator of a company shall not, less than 14 days before the date on which the distribution is to be made, -

(a) send a distribution notice to each creditor; and

(b) distribution through advertising in -

(i) the Gazette or a newspaper published and circulating daily in Seychelles; and

Examination of the liquidator's accounts by the creditors

(i) unless the company has no principal place of business outside Seychelles, a newspaper published and distributed at the place of the company's principal place of business outside Seychelles.

4. A member of the company shall have the right to attend the meeting referred to in paragraph 1(a).

(5) Subject to paragraphs (2) (3), (6) and (7), the liquidator shall, after the meeting referred to in paragraph (1) (a) has been held, distribute such part of the assets of the company as he considers appropriate in respect of a claim.

(6) Subsection (5) shall not affect the right of a liquidator or a director, member or creditor of a company to apply to the court for an order in respect of any aspect of the liquidation, including in respect of a creditor's claim.

(7) If an action is pending before the court in respect of any aspect of the liquidation, including the claim of a creditor, the liquidator shall not pay or discharge any debts and obligations of the company -

(a) until such time as the Court of First Instance has established the claim; or

(b) prior with the written consent of all creditors or with the permission of the court.

324.

Power to refer to the Court of First Instance for instructions

A liquidator or a director, member or creditor of a company in compulsory liquidation or under compulsory administration may apply to the court for an order concerning any aspect of the liquidation; on application, the court may make such order as it considers appropriate.

325.

Declaration of compulsory winding-up before liquidation

(1) As soon as the affairs of the Company have been fully wound up, the liquidator shall draw up or cause to be drawn up a written statement of account of the winding up, containing details of the conduct of the winding up and of the liquidator's acts and transactions, including the disposal of the Company's assets.

(2) The liquidator shall provide a copy of his statement of account referred to in paragraph 1 bis - a copy of his statement of account.

(a) the court; and

(b) the members of the Society.

(3) The copy of the statement of account submitted to the court under paragraph 2 shall not be publicly available.

326.

Resolution

(1) Upon completion of a liquidation under this subsection and compliance with section 325 by the liquidator of the company, the company shall submit to the Registrar a notice from the liquidator of the company in the approved form that section 325 has been complied with and that the compulsory liquidation of the company has been completed.

(2) The company shall ensure that the notice of the liquidator referred to in paragraph (1) is filed with the Registrar by the registered representative of the company.

(3) Upon receipt of a notification from a liquidator under subsection (1), the

The registrar should -

(a) remove the company from the register; and

(b) issue a certificate of liquidation in the approved form certifying the liquidation of the company.

(4) If the Registrar issues a certificate of dissolution pursuant to subsection (3), the dissolution of the company shall take effect from the date of the issue of the certificate.

(5) Immediately after the issuance by the Registrar of a certificate of liquidation pursuant to subsection (3), the Registrar shall have published in the Official Gazette that the company has been deleted from the register and dissolved.

Subsection V - General provisions for the settlement of settlements

327.

Interpretation

For the purposes of this Subsection -

(a) -batch means as defined in paragraph 176

(b) -privilege means a privilege under Article 2102 or 2103 of the Civil Code of Seychelles Act

(c) a -guaranteed creditor is a creditor of an entity that -

(i) a charge for any assets of the entity;

or

(i) is entitled to privileges over any of the following

the assets of the company;

(d) -secured assets, in relation to a cargo privilege, are assets over which the cargo or privilege exists.

328.

Liquidator for convening creditors' meetings

(1) The liquidator shall convene a meeting of creditors of a company in liquidation if -

(a) a meeting is demanded by the company's creditors pursuant to paragraph (2); or

(b) he is ordered by the court to do so.

(2) A creditors' assembly may be requested in writing to pay at least ten percent of the value of the company's creditors.

329.

Distribution of the company assets

(1 ) Subject to the provisions of -

(a) this Act, including but not limited to Sections 330, 331 and 332

(b) any agreement between the company and one of its creditors to subordinate the debts owed to that creditor to those owed to the company's other creditors; and

(c) any agreement between the company and one of its creditors on set-off,

The assets of the company in liquidation shall be realized and used in satisfying the debts and liabilities of the company on an aparipassu basis.

(2) The surplus assets of the Company shall thereafter (unless otherwise provided in the Articles of Association) be distributed among the members in accordance with their respective rights and interests in the Company.

330.

Expenses from settlement

All costs, fees and expenses duly incurred in connection with the winding up of a company, including the remuneration of the liquidator, shall be paid out of the assets of the company in priority to all other claims.

331.

Secured creditors

(1) A secured creditor has a security interest in secured assets.

(2) Subject to paragraphs (3) and (4), in the event of the winding up or insolvency of an undertaking, the amount due to a secured creditor from the secured assets or the proceeds of their sale shall be paid by priority over all other claims.

(3) The priority among the secured creditors with security for the same secured assets shall be determined in accordance with sections 184, 185 and 186.

(4) Once the secured assets in which a secured creditor has a security interest are exhausted but the liabilities owed by the company to the secured creditor are not fully paid and discharged, the secured creditor becomes an unsecured creditor and ranks paripassu with other unsecured creditors.

(5) When a company is dissolved, every statutory privilege must be respected.

2101 of the Civil Code of Seychelles Act is considered void and a creditor who asserts these rights is considered an unsecured creditor.

332.

Special payments

(1 ) In this section -relevant date means - means -

(a) in the case of a compulsorily liquidated company that has not previously commenced voluntary liquidation, the date of the winding-up order; and

(b) in all other cases, the date of the start of the winding-up.

(2) Subject to sections 330 and 331 and paragraph (3), in the event of dissolution of a company, the following shall be paid in priority to all other debts -

(a) any taxes, fees or penalties (if any) payable by the Company to the Registrar or authority under this Act which have become due and payable within twelve months before the relevant date; and

(b) all wages, salaries and other remuneration of an employee of the entity not exceeding $6,000 per employee in aggregate in respect of services rendered to the entity during the three months before the relevant date, provided that an employee owes an amount exceeding $6,000, may claim the excess amount as a non-priority debt with all other non-priority creditors of the entity.

(3) The debts mentioned in paragraph (2) are -

(a) rank pari passu with each other and be paid in full unless the assets are insufficient to meet their obligations, in which case they shall be reduced in equal proportions; and

(b) to the extent that the assets of the Company which are at the disposal of general creditors are insufficient to satisfy them, take precedence over the claims of holders of debt securities under a floating charge created by the Company and are payable accordingly out of any assets included in or subject to that charge.

(4) Subject to the retention of the amounts necessary to cover the costs and expenses of the liquidation, the claims referred to in paragraph (1) shall be waived without delay to the extent that the assets are sufficient to cover them.

5. Where a payment on a salary basis or other forms of remuneration has been made to an employee of an undertaking out of monies claimed by a person for that purpose, that person shall, in a winding-up, have a right of priority in respect of the money so paid and received up to the amount by which the amount for which that employee would have been entitled to priority in the winding-up has been reduced as a result of the payment made.

333.

No transfers of shares after the start of settlement

Any transfer of shares in a company made after the commencement of liquidation, other than a transfer to or with the consent of the liquidator, shall be null and void.

334.

Company to be notified of the request for liquidation

The court shall not decide on an application for dissolution of a company under this Act unless it is ensured that the company has been informed of the date, time and place of the oral hearing of the application.

335.

Hearing in the Chamber

An action before the Court under this Part and all subsequent proceedings, including an action for an injunction, shall be heard in camera unless the Court orders otherwise.

336.

The Company undertakes not to engage in any transactions after the dissolution

(1) Immediately after the dissolution of a company (whether by voluntary liquidation, compulsory liquidation or otherwise), the company shall -

(a) ceases to exist as a legal person formed or continued under this Act; and

(b) do not incur any commercial or contractual debts or obligations.

(2) Any member of a company that causes or permits the company to violate paragraph (2) (b) shall be personally liable for any debts or obligations.

337.

Measures against those responsible for criminal offences

(1) If, in the course of the dissolution of a company, it transpires that a person described in paragraph (2) -

(a) has appropriated or otherwise misapplied any of the following methods to the assets of the entity

(b) has become personally liable for the information provided by the company

debts or liabilities; or

(c) is otherwise guilty of misconduct or breach of fiduciary duty in relation to the entity,

the liquidator or a creditor or member of the company may apply to the court for an order under this section.

(2) The persons referred to in paragraph (1) are - -

(a) all past or present directors of the entity;

(b) any other person who is or has been directly or indirectly involved in any way in the promotion, establishment or management of the Company.

3. On application pursuant to paragraph 1, the court or tribunal may review and order the conduct of the person concerned -

(a) to repay, restore or set off such money or property

(b) contribute that amount to the assets of the entity;

(c) to pay interest on that amount at that rate and from that date, at the discretion of the Court in respect of the non-performance, whether by way of compensation or indemnity or otherwise.

338.

Illegal preferences in or before settlement

(1) A creditor, member or the liquidator of a company may apply to the court for an order under this section if the company has given preference to any person at any time after the commencement of a period of six months immediately preceding the relevant date.

(2) For the purposes of this Section -

(a) an entity favours one person if -

(i) that person is one of the company's creditors or a guarantor or surety for one of the company's debts or other obligations; and

(i) the company does or allows anything which improves that person's position in the liquidation of the company

(b) the relevant date is the earlier of -

(i) the date of any action brought before the court for compulsory winding up of the company; or

(i) the date on which the Company takes a decision by the members to voluntarily dissolve the Company

that-

(3) If the court or tribunal delivers an opinion on an action under paragraph (1).

(a) the company was at the time of the granting of preference or became insolvent within the meaning of § 299 as a result of the granting of preference; and

(b) the entity was influenced in its decision to grant a preference by the desire to achieve the effect set out in paragraph (2)(a)(i),

the court or tribunal may make an order which it considers appropriate to restore the position which it would have occupied if the undertaking had not enjoyed preferential treatment

(4) Without prejudice to the generality of subsection (3), but subject to subsection (5), an order under this section -

(a) require that the assets transferred in connection with the granting of the preference be transferred to the company

(b) require a property to be transferred if it represents in the hands of a person the use of either the proceeds of the sale of the property so transferred or the money so transferred;

(c) the release or discharge (in whole or in part) of any security given by the Company;

(d) require any person to pay to the liquidator such sums as the Tribunal may order in respect of benefits granted to him by the company;

(e) to provide for any guarantee or guarantor whose obligations to a person have been released, reduced or discharged by the granting of the preference to be subject to new or renewed obligations to that person which the court considers appropriate

(f) to provide a security for the performance of all obligations arising or resulting from the order;

(g) to provide to what extent any person whose property is transferred to the company by order or on whom obligations are imposed by the order should be able to enforce claims or other liabilities on the winding up.

which have resulted from the granting of the preference or have been released, reduced or dismissed as a result of it.

5. An order under this section may affect the property of, or impose obligations on, a person, whether or not that person is the person to whom the preference is granted, but may not -

(a) adversely affect property rights acquired in good faith, for value and without notice, by any person other than the Company in circumstances which would permit an application for an order under this Section

(b) affect any right conferred by such a right; or

(c) require any person to pay to the liquidator an amount in respect of an advantage received by that person at a time when he was not yet a creditor of the company and which he received in good faith, at value and without notice of the existence of circumstances which would enable him to apply for a resolution under this section.

(6) In the application of this Section, in any case where the preferred person is associated with the undertaking -

(a) the reference in subsection (1) to 6 months shall be read as a reference to 2 years; and

(b) it shall be considered, unless the contrary is proved, that the undertaking was influenced in its decision to grant the preference by the request referred to in paragraph (3)(b).

(7) For the purposes of subsection (6), a person shall be -connected to the Company at any time if the Company knew or should have known at that time-

(a) that person had a substantial direct or indirect ownership, financial or other interest in or connection with the entity (other than creditors, guarantors or guarantees); or

(b) another person had such an interest in or connection with both that person and the entity.

(8) The fact that something is done or allowed to be done in accordance with a court decision does not automatically preclude preference.

(9) This section is without prejudice to other legal remedies.

part xvIII fraudulent and unlawful conduct

339.

Offence of fraudulent dealing

When a business of a company is conducted with the intent to defraud creditors (whether of the company or another person), or for fraudulent purposes, any person who knowingly is a party to the business in this manner commits a criminal offense and is obligated by conviction to a fine not exceeding US$100,000 or to imprisonment for a term not exceeding 5 years, or both.

340.

Civil liability for fraudulent transactions

(1) If in the course of -

(a) the dissolution of a company; or

(b) the winding-up of the business of, or that of the cell of a protected cell undertaking pursuant to a bankruptcy or administrative order,

it appears that all transactions of the company or cell (as the case may be) have been carried out with the intention of defrauding creditors (whether of the company, cell or other person) or for fraudulent purposes, paragraph (2) has effect.

(2) The Court, on application by -

(a) the liquidator, administrator or a creditor or member of the company; or

(b) the administrator, receiver or a creditor or member of the cell of the protected cell society,

may declare that any person who knowingly participated in the conduct of the business in the manner set out above shall be required to make such contributions to the assets of the company or cell (as the case may be) as the Court deems appropriate.

341.

Civil liability of directors for unlawful trading

(1) Subject to subsection (3), if, in the course of the winding up of a company, it becomes apparent that subsection (2) applies to a person, the court shall apply

Offence of fraudulent dealing

Civil liability for fraudulent transactions

Civil liability of directors for unlawful trading

Application by the liquidator or a creditor or member of the company, may declare that this person is obliged to make a contribution to the assets of the company which the court considers appropriate.

(2) This subsection shall apply in relation to a person if -

(a) the company has gone into insolvency

(b) at any time before the commencement of the winding up of the Company, knew or ought to have known that there was no reasonable prospect of the Company preventing insolvency of the Company; and

(c) that person was a director of the company at that time.

3. The court shall not make a declaration under this Section to a person if it considers that, after the condition referred to in paragraph 2(b) was first met in relation to him, he took all measures to minimise the potential loss to the company's creditors which he should have done.

(4) For the purposes of paragraphs 2 and 3, the facts which a director of a company should know, the conclusions which he should draw and the measures which he should take are those which would be known, reached or taken by a director under section 144.

(5) For the purposes of this section, a company shall be deemed to be in a state of insolvency if it goes into liquidation at a time when its assets are insufficient to meet its debts and other liabilities and the costs of liquidation.

(6) This Section is without prejudice to Section 340.

342.

Civil liability of directors for unlawful trade: Cells of the protected cell company

(1) Subject to subsection (3), if, in the course of the liquidation of the business of a cell of a protected cell enterprise pursuant to a bankruptcy or administrative order, it appears to the court that subsection (2) applies to a person, the court may, at the request of the administrator, receiver or any creditor or member of the cell, declare that such person is obliged to make such contribution to the assets of the cell as the court shall deem proper.

(2) This subsection shall apply in relation to a person if -

(a) the cell has gone into insolvency

(b) at any time before the commencement of the winding-up knew or should have known that there was no reasonable prospect of the cell preventing an insolvent winding-up; and

(c) that person was at that time the director of the Protected Cell Company.

3. The court or tribunal shall not make a declaration under this section to a person if it considers that, after the condition referred to in paragraph 2(b) was first met in relation to that person, he or she took all measures to minimise the potential loss to the creditors of the cell that he or she should have taken.

(4) For the purposes of subsections (2) and (3), the facts a director of a protected cell society should know, the conclusions he should reach and the actions he should take are those which would be known, reached or taken by a director under section 144.

5. For the purposes of this section, a cell shall become insolvent if the cell assets attributable to the cell (and, if the entity has entered into a recourse agreement, the assets liable under that agreement) are insufficient to satisfy the creditors' claims in respect of that cell and the costs of the receivership or administration order (as the case may be).

(6) This Section is without prejudice to Section 340.

343.

Procedure under sections 340, 341 or 342

(1) At the oral hearing of an application under sections 340, 341 or

342 the applicant may testify or call witnesses himself.

(2) Where the court or tribunal makes a declaration under sections 340, 341 or 342, it may give such further instructions as it considers appropriate; in particular, the court or tribunal may -

(a) provide that the liability of a person under the declaration is to be regarded as a charge for -

(i) any debts or obligations that the entity or cell has towards it

(i) any mortgage, charge, pledge, lien or other security over any assets of the Company or cell which are owned or held by the Company

Procedure under Section 340,

341 or 342

(iii) any right to any mortgage, charge, lien or other security over any assets of the Company or Cell held or assigned to the Company or Cell or to any person acting on its behalf or any person claiming as assignee from or through the Controller or any person acting on its behalf; and

(b) make such further orders as may be necessary to enforce the fees charged under this subsection.

(3) For the purposes of paragraph (2) (a) -assignee -

(a) includes a person to whom or for whose benefit the debt, obligation, mortgage, charge, lien, pledge or other security is created, issued or transferred or the interest created, but

(b) does not include an assignee for valuable consideration (other than consideration by way of marriage(s)) made in good faith and without notice of any of the matters on the basis of which the declaration is made.

(4) If the court makes a statement under 340, 341 or

342 In relation to a person who is a creditor of the company or cell of the protected cell society, it may order that the whole or any part of it

Part of a debt owed by the company or cell to that person, plus any interest.

take precedence over any other debt owed by the company or cell and over any interest on that debt.

(5) Sections 340, 341 or 342 shall have the effect notwithstanding that the person concerned may be held criminally liable for matters on the basis of which the declaration under the section is to be made.

PART XIX REGISTRAR

344.

Registrar for international companies

Subject to the provisions of this Act, the Registrar is responsible for -

(a) perform the functions of Registrar under this Act

and

(b) the administration of this Act.

345.

Official seal

The Registrar shall arrange for the preparation of a seal, known as an official seal, to be used by the Registrar in the authentication or other issuance of documents required for or in connection with any business incorporated or continued under this Act.

346.

Register

(1) The Registrar holds -

(a) a register of international companies containing the information referred to in paragraph (2)

(b) in respect of each company pursuant to Section 181(3), a register of the fees entered; and

(c) a register of disqualification orders in accordance with section 271.

2. The register of ITCs kept by the Registrar referred to in paragraph 1(a) shall - contain

(a) the name of any company incorporated or continued or converted into a company under this Act

(b) the registration number of each company incorporated or continued or converted into a company under this Act;

(c) the date on which each company was incorporated or continued or converted into a company under this Act;

(d) the address of the registered office of each company;

(e) the date on which a company is removed from the register of International Business Companies;

(f) the date on which an entity is reincluded in the consolidation.

Register of International Commercial Companies;

(g) subject to subsection (4), the name and address of each undertaking.

the directors of the Company; and

(h) any other information that the Registrar considers appropriate.

(3) The registers maintained by the Registrar under subsection (1) and the information contained in each document filed may be maintained in such manner as the Registrar deems appropriate, including, in whole or in part, by means of any device or equipment -

(a) records or stores the information magnetically, electronically or otherwise; and

(b) enabling the recorded or stored information to be checked and reproduced in a legible and usable form.

(4) In the event that a copy of the Company Register has not been filed with the Registrar pursuant to section 152, the Registrar shall not be required to indicate the name and address of the directors of the company in the register of ITCs maintained by him pursuant to subsection 1(a).

347.

Inspection of the submitted documents

1. Save as otherwise provided in this Act or in any other written law of Seychelles, a person may, during normal office hours, on payment of the fee referred to in Part II of the second schedule, -

(a) inspect the registers kept by the Registrar pursuant to section 346(1); and

(b) examine each qualified document submitted to the Registrar. 2. For the purposes of this Section and Section 348(1)(b), a

Document is a qualifying document if -

(a) this Act or any regulations made under this Act or any other regulation require or permit the document to be filed with the Registrar; and

(b) the document complies with the requirements of this Act, any regulations made under this Act or any other regulation requiring or permitting the filing of the document with the Registrar and is filed with the Registrar.

348.

Copies of the filed documents

1. Unless otherwise specified in this Act, a person may request a different written law of Seychelles and the Registrar shall issue a certified or

uncertified copy -

(a) a certificate of incorporation, merger, consolidation, agreement, continuation, suspension, conversion, dissolution or good repute; or

(b) any qualifying document or any part thereof filed with the Registrar.

(2) A document or a copy or extract of a document or part of a document certified by the Registrar in accordance with subsection (1) shall be

(a) provide prima facie evidence of the matters contained therein; and

(b) admissible as evidence in any proceedings as if it were the original document.

349.

Optional registration of the specified registers

(1) A company may choose whether to submit a copy of one or all of the following documents to the Registrar for registration -

(a) its list of members;

(b) its register of fees; or

(c) its register of beneficial owners.

(2) A company which has elected to file a copy of a register pursuant to paragraph (1) shall, until such time as it may file a notice pursuant to paragraph (3), file all changes in the register by submitting a copy of the register containing the changes.

(3) A company which has chosen to file a copy of a register in accordance with paragraph (1) may cease to record changes in the register by filing a notice in the approved form.

(4) If an enterprise decides to submit a copy of a register in accordance with paragraph (1), the enterprise shall be bound by the contents of the copy register then entered until such time as it can submit a notification in accordance with paragraph (3).

350.

Voluntary filing of annual financial statements by international commercial enterprises

A company may, but is not required to, file a copy of its annual accounts with the Registrar of Companies, if any.

351.

Certificate of good reputation

1. The Registrar shall, upon application by any person and upon payment of the fee referred to in Part II of the Second Schedule, issue a certificate of good standing, under the official seal in the approved form, certifying that a company is in good standing where the Registrar is satisfied that -

(a) the company is entered in the register

(b) the Company has paid all fees, annual charges and penalties due and payable under this Act; and

(c) it has not deposited any documents relating to the voluntary or compulsory liquidation of the company

(2) The certificate of good repute issued in accordance with paragraph (1) shall include a statement as to whether -

(a) the company has filed with the Registrar a merger or consolidation memorandum of association which has not yet taken effect

(b) the company has filed with the Registrar a charter which has not yet become effective;

(c) a notice of the commencement of the winding up of the company has been filed with the Registrar; and

(d) all procedures have been initiated by the Registrar to remove the name of the company from the register.

(3) If a company is not in good standing at the time of the application, the Registrar shall issue a certificate of official search pursuant to section 352 instead of an expert opinion, for which no additional fees shall be charged.

352.

Certificate of the official search

1. Any person who, on payment of the fee referred to in Part II of the contract

Second schedule, the registrar may ask for a certificate of official search.

under the official seal of the Registrar of Companies for each company, which must contain the following information - -

(a) Name and registration number of the company;

(b) any previous name, if any, of the entity;

(c) the date of incorporation or continuation in respect of

In the Seychelles;

(d) where applicable, the date of its transformation into a company under this Act;

(e) the address of its registered office;

(f) name and address of the registered agent;

(g) subject to paragraph (3), the name and address of its directors;

(h) the due date of the annual fee;

(i) whether the entity is in good standing (and, if not in good standing, the fact that it has left); and

(j)the number of -

(i) outstanding registration fees; and

(i) satisfied and discharged registered fees.

from-

(2) The information referred to in subsection (1) shall be obtained.

(a) the registers kept by the Registrar under the section entitled "Registers

346(1) ; and

(b) the documents lodged with the Registrar.

3. In the event that a copy of the register of companies has not been filed with the Registrar, the Registrar shall not be obliged to indicate the name and address of the directors of the company in an official search certificate issued in respect of that company.

353.

Form of the documents to be deposited

(1) The Registrar or the authority may, where appropriate, approve forms to be used if they are specified in this Act.

(2) If a form is required to be in -approved form, it is necessary.

(a) contain the information specified in; and

(b) have attached to it the documents required by, the form approved in accordance with subsection (1) by the registry administrator or the authority.

(3) Where this Act requires the service of a document in the approved form on the Registrar or the authority and the form of the document has not been approved by the Registrar or the authority pursuant to paragraph (1), it shall be sufficient if the document is served in a form acceptable to the Registrar or the authority.

354.

penalties and the right of the registrar to refuse to take action

(1) The Registrar may -

(a) refuse to take the action required of it under this Act for which a fee is prescribed until all fees have been paid; or

(b) to waive, in whole or in part, for good cause, any penalty payment imposed under this Act.

(2) Prior to the imposition of penalties under this Act by the Registrar, the person concerned shall be given an opportunity to be heard.

(3) Penalties imposed by the Registrar on an individual for violation of any provision of this Act shall be limited to a maximum of US$2,500 per violation.

PART XX OBLIGATIONS TO BENEFICIAL OWNERS

355.

Register of beneficial owners: definitions and interpretation

(1) In this part -

-owner means, subject to paragraphs (2), (3) and (4), any person (other than a candidate acting on behalf of another) who, in relation to a company, -

(a) ultimately owns (directly or indirectly and whether alone or jointly with another person or entity) more than 25% of the shares of the entity

(b) (whether directly or indirectly and whether alone or jointly with another person or entity(g) has ultimate control over more than 25 % of the total voting rights of the members of the entity;

(c) is entitled (directly or indirectly and whether alone or jointly with any other person or entity) to appoint or remove a majority of the directors of the Company; or

(d) otherwise has the power to exercise or actually exercise control over the undertaking or its management;

Listed under Society means - -

(a) a company whose securities are listed on a recognised stock exchange; or

(b) an entity that is a subsidiary of a corporation, partnership or trust whose securities are listed on a recognised stock exchange;

-recognized exchange means - -

(a) a securities exchange licensed under the Securities Act; (b) a recognised foreign securities exchange within the meaning of

the Securities Act; or

(c) any other exchange that is a member of the world.

Federation of the stock exchanges;

-Register of beneficial owners in respect of a company means the register of beneficial owners referred to in Section 356(1); and

-registrable particulars means, in relation to an undertaking

Entries referred to in points (a) to (d) of Section 356(1) inclusive.

(2) A pledgee with security interests in shares of an enterprise pursuant to a lien (as defined in § 89) may not be a beneficial owner within the meaning of this Part solely because it consists only of such security interests.

(3) Where the trustees of a trust ultimately own or control (directly or indirectly and whether alone or jointly with another person or entity) more than

25% of the shares or voting rights in a company or are otherwise entitled to exercise or have the right to exercise control over the company or its management, for the purposes of this Part is a beneficial owner of the company -

(a) any person who owns or has an economic interest in more than 25% of the capital of the Trust Property

(b) the class of persons in whose principal interest the trust is created or operates, except where the trust is created or operates solely for the benefit of persons referred to in subparagraph (a); or

(c) any person who has control of the trust.

(4) Where a foundation ultimately owns or controls (directly or indirectly and whether alone or jointly with another individual or entity) more than 25% of the shares or voting rights in a company, or is otherwise entitled to exercise or has the right to exercise control or effectively exercise control over the company or its management, for the purposes of this Part a beneficial owner of the company -

(a) any person who owns or has an economic interest in excess of 25% of the capital of the foundation's assets

(b) the group of persons in whose principal interest the foundation is created or operates, unless the foundation is created or operates solely for the benefit of the persons referred to in subparagraph (a); or

(c) any person having control over the Foundation.

(5) For the purposes of paragraphs (3)(c) and (4)(c), -control shall mean a power, whether alone, jointly with or with the consent of any other person, by operation of law or under the trust instrument or foundation deed or, where applicable, regulations, - the

(a) dispose of, advance, lend, invest, pay or apply the assets of the trust or foundation

(b) amend the terms of the Trust Instrument or the Foundation.

Statutes or regulations;

(c) add or remove a person as beneficiary;

(d) appoint or remove trustees, protectors or councillors; or

(e) the exercise of any of the powers referred to in paragraph (a), (b), (c) or (d) directly, with negative consent or with veto.

356.

Register of beneficial owners

1. Subject to paragraph 3, each company shall keep at its registered office in Seychelles a register, to be known as the Register of Beneficial Owners, and shall enter therein the following information -

(a) the name, residence, date of birth and nationality of each beneficial owner of the Company

(b) information concerning the economic interests of each beneficial owner

and how it is held;

(c) the date on which a person became the beneficial owner of the entity; and

(d) the date on which a person ceases to be the beneficial owner of the company.

(2) A company shall ensure that the information to be stored in its register of beneficial owners in accordance with paragraph (1) is accurate and up-to-date.

(3) Paragraph (1) shall not apply to a listed company.

(4) The register of beneficial owners may be maintained in the form approved by the directors but, if it is magnetic, electronic or other data storage, the company must be able to provide legible evidence of its contents.

(5) An entry concerning a former beneficial owner of the company may be removed from the register after a period of seven years from the date on which that person ceases to be the beneficial owner of the company.

(6) The register of beneficial owners shall be prima facie evidence of all matters ordered or permitted by this Act to be entered in it.

(7) An enterprise that violates paragraph (1) or (2) shall be liable to a fine of $500 and an additional $50 for each day or portion thereof that the violation continues.

(8) A director who knowingly admits a violation under paragraph (1) or (2) shall be liable to pay a fine of US$500 and an additional fine of US$50 for each day or part thereof that the violation continues.

357.

Review of the register of beneficial owners

(1) Each of the following persons is entitled free of charge

to consult the register of beneficial owners of the company -

(a) a director or member of the entity; and

(b) a person whose name is registered as beneficial owner of the company, whose name is recorded in the register of beneficial owners of the company as beneficial owner.

(2) The right of a person to inspect the information referred to in paragraph (1) shall be subject to reasonable notice or other restrictions which the company may impose by its articles of association or by a resolution of the directors, but not less than 2 hours each business day for inspection.

(3) A person with the right of inspection under subsection (1) shall be entitled to request a copy of or an extract from the register of beneficial owners, whereby the Company may charge a reasonable copy fee.

(4) If an examination pursuant to paragraph (1) is refused or if a copy document requested pursuant to paragraph (3) is not provided within 21 working days of the application -

(a) the entity commits a criminal offence and is sentenced to a fine not exceeding USD 5,000; and

(b) the injured party may apply to the court for an order that he be allowed to inspect the register or that a copy of the register or an extract from it be made available to him

(5) Upon application under paragraph (4), the Court of First Instance may take such decisions as it considers appropriate.

358.

Correction of the register of beneficial owners

(1) If - if -

(a) information required for entry in the register of beneficial owners is deleted from the register or incorrectly entered in the register; or

(b) there is an unreasonable delay in entering the information in the register,

a beneficial owner or member of the company or any other person who has suffered damage as a result of the omission, inaccuracy or delay may apply to the court for an order to rectify the register.

2. On application pursuant to paragraph 1, the court may -

(a) either reject the application, with or without costs to be borne by the applicant, or order the rectification of the Register of Beneficial Owners and order the company to pay all costs of the application and all damages incurred by the applicant

(b) any question relating to the right of a person involved in the proceedings to have his name entered in or deleted from the register of beneficial owners shall determine whether the question arises between -

(i) two or more beneficial owners or supposed beneficial owners; or

(i) between one or more beneficial owners or alleged beneficial owners and the entity; and

(c) otherwise determine all matters necessary or appropriate for the rectification of the register of beneficial owners.

359.

The duty of the company to obtain information on beneficial ownership

(1 ) In this section, -particulars - -

(a) in the case of a beneficial owner, the information which can be registered; and

(b) in the case of another person, any information enabling the person to be contacted by the Company.

(2) An enterprise to which section 356(1) applies must identify each beneficial owner of the enterprise.

(3) Without limiting paragraph (2), an undertaking to which the section

356 (1) applies, must send a written notification to anyone of whom he knows or has reason to believe that he is a beneficial owner in relation to him, obliging the addressee -

(a) declare whether or not he is a beneficial owner of the entity; and

(b) to transmit, confirm or correct, as appropriate, the data concerning him/her that are capable of being registered.

(4) An enterprise to which section 356 subs. 1 applies may also notify a person under this section in writing if the enterprise knows or has reasonable grounds to believe that the person knows the identity of a beneficial owner of the enterprise or knows the identity of a person who is likely to possess such knowledge.

(5) A notification under paragraph (4) may require the addressee -

(a) whether or not the transferee knows the identity of a beneficial owner in relation to the entity or whether the transferee knows the identity of a person who is likely to have that knowledge; and

(b) if so, to provide information about such persons who

within the knowledge of the recipient.

(6) Without prejudice to paragraphs (2) to (5), a company may at any time notify a member of the company in writing that it has provided, confirmed or corrected the information which the beneficial owner is entitled to register in respect of the shares held by him.

7. A notification under this Section shall state that the addressee of the notification must comply with it within 30 days of the date of notification.

(8) A company shall not be required to take any action or make any notification under this section in respect of a beneficial owner if the company has already been informed in writing of the status of the individual as beneficial owner in respect of that individual and has been provided with all information capable of being registered.

(9) If a company violates paragraph (2) or (3), it shall be deemed to have committed a criminal offence and shall be liable to a fine not exceeding US$50,000.

360.

Disclosure of information on beneficial ownership

(1) In this section a -relevant change occurs in relation to a person.

(a) the person ceases to be a beneficial owner of the entity; or

(b) any other change occurs as a result of which the registrable information given to the person in the register of beneficial owners of the company is incorrect or incomplete.

(2) Within 30 days after a person has become the beneficial owner of a company, that person shall notify the company in writing of the information concerning him which is capable of being registered.

(3) If a significant change occurs in relation to a person, it must be made within two weeks of receipt of the change.

30 days after the change in question, a written notification to the Company from -

(a) the relevant amendment;

(b) the date on which it occurred; and

(c) all information necessary to update the business register.

the beneficial owners.

(4) Within 30 days of receipt of a notice from the Company pursuant to Section 359, a person shall comply with such notice by providing the Company in writing with the information requested in the notice.

(5) No person shall provide false or misleading information pursuant to paragraphs (2), (3) or (4).

(6) Paragraphs (2), (3) and (4) shall not apply in relation to a listed company.

(7) If a person violates paragraphs (2), (3) or (4) -

(a) he commits a criminal offence and is sentenced to a fine not exceeding USD 50 000

(b) all voting and distribution rights attached to the shares concerned or to the guaranteeing membership are suspended until full compliance with the provisions that have been infringed; and

(c) Any right to transfer or redemption of the shares concerned or guarantee membership shall be suspended until full compliance with the provisions infringed has been achieved.

(8) If a person violates subsection (5) , he or she shall be deemed to have committed a criminal offence and shall be liable to a fine not exceeding US$50,000.

PART XXI OTHER PROVISIONS

361.

Exemption from certain laws

(1) A company, including all income and profits of a company, is exempt from trade tax.

(2) Notwithstanding paragraph (1), the Trade Tax Act, the Tax Administration Act and any tax treaty shall apply to a company to the extent necessary to enable the Seychelles Tax Authority to comply with a request for information made to the Government of Seychelles under a tax treaty.

(3) For the purposes of making payments to it, a company shall be considered a non-resident person within the meaning of the Trade Tax Act.

(4) No tax is payable on the capital gain achieved -

(a) in respect of shares, bonds or other securities of a company

(b) by an entity in selling one of its assets.

(5) No inheritance, estate, inheritance or gift tax is payable on shares, bonds or other securities of a company.

(6) A company shall be exempt from the provisions of the Income Tax Act and the Act on Benefits in Kind, unless -

(a) he receives for an employee resident in Seychelles (as defined in the Income and Benefits in kind Tax Act) remuneration or benefits in kind which are taxable under the Income and Benefits in kind Tax Act and are not exempt; and

(b) from whom the employer has not withheld this remuneration or tax on remuneration in kind (within the meaning of the Income and Remuneration in Kind Tax Act) in accordance with Section 5 of the Income and Remuneration in Kind Tax Act.

(7) An undertaking shall be exempt from the provisions of -

(a) the Foreign Exchange Act; and

(b) the VAT Act in respect of services or goods supplied or sold by the company outside Seychelles or otherwise permitted under Section 5(3) of that Act.

362.

Stamp duty

(1) Subject to paragraph (2), notwithstanding the provisions of

Stamp Duty Act all instruments in connection with -

(a) the formation of a company;

(b) transfer of ownership to or by an entity;

(c) transactions in shares, bonds or other securities of a company;

(d) the creation, modification or discharge of a charge or other security interest in an entity's property; and

(e) other transactions relating to the business or assets of an entity,

are exempt from the payment of stamp duty.

2. Without prejudice to Section 5(2)(b), paragraph 1 shall not apply to an instrument based on -

(a) the transfer to or through a company of an interest in real estate in Seychelles; or

(b) transactions in shares, bonds or other securities of a company when it or any of its subsidiaries has a participation in real estate in Seychelles.

363.

Minimum duration of exemptions and advantages

The exemptions and concessions granted under sections 361 and 362 shall remain in force for a period of 20 years from -

(a) the date of formation or continuation or conversion of a company under this Act; and

(b) the date of entry into force of the Act in the case of a former Act company and shall remain in force thereafter unless a written law provides otherwise.

364.

Form of the records

The records that must be kept by a company under this Act are -

(a) be recorded in writing; or

(b) entered or recorded by a mechanical or electronic data-processing system or by any other information storage device capable of representing or reproducing in an intelligible written form any information required.

365.

Supply of electronic records in general

(1) Subject to section 367, where there is a requirement in this Act, in any regulations made under this Act or in the articles of association of a company, to

The requirement may be satisfied, except to the extent that it is precluded by the articles of association of a company, by the delivery or as delivery of an electronic record of the document in accordance with this section or section 366.

(2) For the purposes of paragraph (1), - an provide includes sending, forwarding, giving, giving, delivering, filing, depositing, filing, setting up, issuing, leaving, serving, distributing, relocating, making available or depositing

3. An electronic record of a document may be delivered to a person by electronic transmission to the person at the address or number communicated by the person for the purposes of electronic transmission.

(4) This section shall not apply to the transmission or receipt of documents to or by the Court, the Financial Intelligence Unit or the Seychelles Revenue Commission.

366.

Delivery considered as delivery by publication of the website

(1) Subject to paragraph (4), and unless excluded by the statutes of a company, an electronic record of a document shall be deemed to have been transmitted to a person if it is published on a website and the person receives a notice containing information about -

(a) the publication of the document on the website, the address of the website, the location on the website where the document can be found and how the document can be accessed on the website; and

(b) how the person should inform the entity that the person chooses to receive the document in physical form if the person wishes to receive the document in physical form.

(2) If, pursuant to a notice to a person under paragraph (1), the person decides to receive a document in physical form, the Company will send that document to that person within 7 days of receiving that person's election.

(3) The accidental omission of a company to send a document to a person referred to in paragraph (1) or the non-receipt of a document duly sent to that person shall not result in the delivery of that document to that person being deemed to have been made in accordance with paragraph (1).

(4) Where a person is required to have access to a document for a particular period of time, the person must be notified of the disclosure of the document before the start of the period and, subject to paragraph (3), the document must be published on the website throughout the period.

(5) Nothing in paragraph (4) shall invalidate what is considered to be the supply of an electronic copy of a document in accordance with paragraph (1) if -

(a) the document is published for at least part of a period

and

(b) the non-disclosure during the entire period is entirely due to circumstances that could not reasonably be expected to prevent or avoid the person making the document available.

(6) This section shall not apply to the transmission or receipt of documents to or by the Court, the Registrar, the Financial Intelligence Unit or the Seychelles Revenue Commission.

367.

Delivery of electronic records to the registrar

(1) Subject to paragraph (2), where this Act or regulations made under this Act require a person to provide a document to the Registrar, the requirement may be satisfied by providing the Registrar with an electronic record of the document in a form and manner specified by the Registrar and in accordance with this Section.

(2) Paragraph (1) shall not apply until the Registrar announces by publication in the Official Journal that he is able to accept delivery of an electronic document file in the form and manner specified by the Registrar and in accordance with this Section.

(3) For the purposes of paragraph (1), -an provide, supply, send, notify, notify, forward, transmit, apply, or create or archive, register or deposit a report

(4) Notwithstanding any method of authentication required by this Act or any other written law, the Registrar may order that any electronic record of a document served on the Registrar be authenticated in the manner specified by the Registrar.

Registrar who does not comply with the requirements of this Section, the Registrar may send a notice to any person from whom the electronic recording was supplied indicating the extent to which the electronic recording does not comply.

(6) Where the Registrar has served a notice in accordance with paragraph (5) in relation to an electronic file, the electronic file shall be deemed not to have been served unless: -

(a) an electronic replacement record that complies with the requirements of this Section is delivered to the Registrar within 14 days of the date of delivery of the notification; or

(b) if there is no replacement electronic record, the requirements of this Section have been otherwise satisfied to the satisfaction of the registry administrator.

368.

Infringements

(1) A person who violates a requirement of this Act for which no penalty is provided for in this Act shall commit a criminal offence and shall be liable to a fine not exceeding US$50,000 if convicted.

(2) If an offence under this Act is committed by a corporation, director or other official who knowingly authorised, permitted or consented to the commission of the offence, the offender shall also commit an offence and shall be liable on conviction to the penalty specified for the commission of the offence.

369.

Accessories and controls

Any person who assists, favours, counsels or procures the commission of an offence under this Act shall also be guilty and shall be liable in the same way as a principal offender for the penalty prescribed for that offence.

370.

Liability for incorrect information

(1) Except as otherwise provided in this Act, a person who makes a statement in a document required by this Act to be filed with or served on the Registrar that is false or misleading as to a material fact at the time and taking into account the circumstances in which it is made, or omits to state a material fact, the omission of which renders the statement false or misleading, commits a criminal offence and shall be liable on conviction to a fine not exceeding US$50,000 or to imprisonment for a term not exceeding 2 years, or both.

(2) A defence shall be given to a person accused of having committed a criminal offence referred to in paragraph (1) in order to prove that the person did not know that the
the statement was false or misleading or could not reasonably have known that the statement was false or misleading.

371.

Power of the Court to grant discharge

(1) This Section applies to -

(a) a director or former director of a company

(b) a liquidator or former liquidator of a company; (c) an auditor or former auditor of a company.

(2) If, in proceedings for negligence, default, delay or breach of duty against a person to whom this section applies, the court or tribunal considers that the person concerned is guilty of negligence, default, delay or breach of duty

(a) that the person is or may be liable for negligence, failure, default or breach of duty but that the person acted in good faith; and

(b) that the person should be duly excused for negligence, failure or breach of duty, having regard to all the circumstances of the case, including those relating to the appointment of the person,

the court may exonerate that person wholly or partly from liability under such conditions as the court considers appropriate.

3. Where a person to whom this Section applies has reason to believe that a claim is being or may be brought against him or her by reason of negligence, default, neglect or breach of duty, that person may apply to the Tribunal for a review and the Tribunal shall have the same power to exonerate that person as it would have had if proceedings for negligence, default or breach of duty had been brought against that person.

372.

Statement of the Court

1. A company may, without being required to join another party, apply to the Court, by means of an application supported by an affidavit, for a declaration on any question concerning the interpretation of this law or of the company's statutes.

(2) A person acting in response to a declaration made by the Court in an action under subsection (1) shall be deemed, in so far as the fulfilment of a fiduciary or professional duty is concerned, to have duly performed his duties in the subject matter of the action.

373.

Judges in Chambers

(1) Subject to paragraphs (2) and (3), a Judge of the Court of First Instance may, sitting in chambers, exercise any jurisdiction conferred on the Court of First Instance by this Act and, in the exercise of that jurisdiction, the Judge may award costs as he sees fit and in accordance with the principles of equity.

2. Civil proceedings instituted before the court by, against or in relation to a company in which the names of one or more of its beneficial owners are or will be disclosed shall be heard by a judge in a Chamber in camera instead of in an open court.

(3) A judge in civil proceedings referred to in paragraph (1) or (2) may restrict or prohibit the publication of a report on the proceedings or any part thereof, or any document filed in the course of the proceedings, or give such other instructions as are necessary to protect the identity of the members and beneficial owners of the company.

(4) A person who fails to comply with a restriction, prohibition or instruction under subsection (3) shall be guilty of a criminal offence and shall be liable by conviction to a fine not exceeding US$50,000.

374.

Appeals against the decisions of the Registrar

1. Without prejudice to Section 273 (Appeal against the strike), a person injured by a decision of the Registrar may, within 90 days of notification of the Registrar's decision, appeal against the decision to the Board of Appeal in accordance with the procedure laid down in Regulations 2014 of the Financial Services Authority (Appeals Boar(d)).

2. Upon a request under this Section, the Board of Appeal may -

(a) confirm the decision of the Registrar; (b) amend the decision of the Registrar; or

(c) annul the decision of the Registrar and, if the Board of Appeal considers it appropriate, remit the case to the Registrar with such directions as the Board of Appeal may deem appropriate

(3) Subject to paragraph (4), an appeal against a decision of

The Registrar shall not have the effect of suspending the implementation of the decision.

(4) On an application under this Section against a decision of the Court of First Instance.

terms as the Board of Appeal considers appropriate, suspend the implementation of the decision until the appeal has been decided

5. A person dissatisfied with the decision of the Board of Appeal may appeal to the Court of First Instance within 30 days of the decision pursuant to Rule 8(8) of Regulation 2014 of the Financial Services Authority (Appeals Boar(d)).

(6) The Court of First Instance may, in respect of an appeal brought under paragraph (5), uphold, annul or alter the decision of the Board of Appeal and give directions as it sees fit and rightly deems appropriate.

375.

Professional law for lawyers

Subject to the written laws of Seychelles, where proceedings under this Act are brought against a person, nothing in this Act shall be done to require the person to disclose information which that person is prohibited from disclosing for reasons of professional privilege.

376.

Immunity

There will be no lawsuits, prosecutions or other proceedings against-

(a) the Registrar or an employee or agent of the Registrar; or

(b) the Authority or an employee or representative of the Authority,

in respect of an act done or omitted by such person in good faith in the proper performance of functions under this Act.

377.

Inspections

(1) The Registrar may, solely for the purpose of monitoring and assessing compliance with this Act, during normal business hours and after giving reasonable notice to the Company -

(a) access to the registered office of a company;

(b) to inspect the documents required by this Act to be kept by the Company; and

(c) during or after an inspection request for statements by a director of the company or by a director of its registered agent.

(2) Any person who in any way obstructs, prevents or impedes the Registrar or any of its employees or agents in the exercise of any office.
Inspection under this section shall be a criminal offence and, if convicted, shall be subject to a fine not exceeding US$25,000.

378.

Confidentiality obligation and permissible exceptions

(1) Subject to subsection (2), the Authority, the Registrar and any official, employee or representative of the Authority or the Registrar shall not disclose to third parties any information or documents acquired in the course of the Authority's or the Registrar's duties under this Act.

(2) Paragraph (1) shall not apply to disclosure -

(a) permitted or required under this Act or any other written law of Seychelles

(b) pursuant to an order of the Court of First Instance;

(c) in the case of information or documents relating to an entity, with the prior written consent of the entity; or

(d) where the information disclosed is in statistical form or is otherwise disclosed in a manner which does not enable the identity of an entity or other person to whom the information relates to be determined.

379.

Position in relation to other laws

(1) The tax exemptions and benefits granted in section 361,

362 and 363 of this Act shall apply and take precedence, notwithstanding any inconsistency between these sections and-

(a) the Trade Tax Act; (b) the Stamp Duty Act;

(c) the Income and Benefits in Kind Tax Act; (d) the Foreign Exchange Act; or

(e) the VAT Act.

(2) In case of discrepancies between the Civil Code and the Civil Code of

Seychelles Act or the Commercial Code Act, and -

(a) Subsection VII of Part V of this Act (security over shares) ;

Confidentiality obligation and permissible exceptions

Position in relation to other laws

(b) Part IX of this Act (Fees for Corporate Property) ;

(c) Part XVII of this Act (lapse, dissolution and winding up) ; or

(d) Section 382 of this Act (amendment to the Civil Code of

Seychelles in relation to companies) this law takes precedence.

(3) In the event of any inconsistency between the Companies Act and Part X of that Act (conversions), that Act shall prevail.

380.

Regulations

The Minister may issue regulations to implement and transpose the provisions of this Act and may amend a list by means of regulations.

381.

repeal of the law

The International Business Companies Act 1994 is hereby repealed.

382.

Amendment to Seychelles Civil Code in relation to companies

(1) In relation to companies (as defined in Section 2 of this Act), the Civil Code of Seychelles (as defined in Section 2 of the Civil Code of Seychelles) shall be amended in accordance with subsections (2) to (5).

(2) That Article 2078 of the Civil Code of Seychelles does not apply to companies and instead -

-(a) Subject to paragraphs (b) and (c), if the Borrower is in default of obligations secured by a Pledge, the Court may, upon application by the Pledgee or any other interested person, order that the Pledged Property be retained by the Pledgee or sold within the powers of the Court, or make such other or further order as the Court deems appropriate.

(b) A pledge of shares or other securities issued by a company incorporated under the International Business Companies Act may be enforced without a court order, if the terms of the pledge so permit, in accordance with the provisions of subsection VII of Part V of the International Business Companies Act (Pledge of Shares).

(c) Paragraph (a) is without prejudice to the sale of pledged items in accordance with Article (b) .

2074.

(3) That Article 2079 of the Civil Code of Seychelles does not apply to companies, and as a replacement for it -

-(a) A pledger remains the owner of the lien, unless the lien is sold in the event of default on obligations secured by a pledge -(b) A pledgee remains the owner of the lien, unless the lien is sold in the event of default on obligations secured by a pledge

(i) pursuant to an order of the court; or

(i) in the case of a pledge of shares or other securities issued by a company incorporated under the International Business Companies Act in accordance with the provisions of subsection VII of Part V of the International Business Companies Act (liens on shares)

(b) Until such time as the obligations secured by the pledge are fully paid and performed or the pledged property is sold as provided in paragraph (a), the pledge shall constitute a security interest in the pledged property for the benefit of the pledgee.

(4) that the second and third sentences of Article 2091-1 of the Civil Code

The Code of Seychelles does not apply to companies.

(5) That Article 2091-3 of the Civil Code of Seychelles does not apply to companies and instead -

-(a) Subject to paragraph (b), in the event of crystallisation of a pending charge, the court may, at the request of the collateral taker or any other interested person, order that the encumbered property be sold under the court's authority, or that an insolvency administrator be appointed or such other or further order as the court may deem appropriate.

(b) If permitted by the terms of a written agreement on suspended cargo, in the case of crystallisation, a suspended cargo may be placed on the surface of the cargo without the

Court, if permitted by the terms of the fee, in accordance with the provisions of Part IX of the International Business Companies Act (Fees for Corporate Property).

PART XXII TRANSITIONAL PROVISIONS

383.

Former companies that were automatically re-registered under this Act

(1) Subject to the provisions of this section, from the date of entry into force of this Act, any former Act company shall be deemed to have automatically re-registered as an International Business Company under this Act.

(2) If a company is re-registered pursuant to paragraph (1), the Registrar shall enter the name of the company in the register as soon as possible and shall assign a unique number to the company.

(3) The unique number assigned to a company under subsection (2) may, at the discretion of the Registrar, be that previously assigned to the company as a former Act company.

(4) Except as otherwise provided in this Act, a company newly registered under subsection (1) shall be subject to this Act as if it were a company incorporated under this Act.

384.

Certificate of re-registration, if the former Act company is automatically re-registered

(1) Where a former Act company is automatically re-registered under section 383(1), the Registrar shall be obliged to issue a certificate of re-registration to the company only if the company, through its registered agent, submits a written request to the Registrar to issue a certificate of re-registration.

(2) A certificate issued by the registry administrator pursuant to paragraph (1)
Registration certificate must contain the following - -

(a) the name and unique registration number of the company; (b) that the former Act company has been re-registered under it.

Act on the entry into force of the Act; and

(c) the date of the original formation or continuation under the previous Act.

385.

Effect of the automatic response under this Act

(1) A former Act company which is re-registered under section 383(1) shall continue to exist as a legal person and its re-registration under this Act, whether under the same name or another name, shall not -

(a) interfere with or compromise his identity

(b) affects its assets, rights, liabilities or commitments; or

(c) influence the initiation or continuation of proceedings by or against the entity.

(2) Subject to subsection (1), a former statutory company which is re-registered under section 383(1) shall be treated as a company incorporated under this Act as from its re-registration at the date of entry into force of this Act.

386.

The restoration of companies of the former law that were deleted from the register kept under the former law

(1) Any application for restoration of a former Act company deleted from the register maintained under the former Act but not dissolved, on or after the date of entry into force of the Act, whether made to the Registrar or to the Court, shall be made under this Act and shall be determined in accordance with this Act as if the former Act company had been a company deleted from the register under this Act.

(2) If a company is restored upon application pursuant to subsection (1), it shall be entered in the register kept pursuant to this Act.

387.

Restoration of the dissolved former joint stock companies

(1) An application may be made to the court under this Act to annul the dissolution of a company dissolved under the previous Act, as if the company was dissolved under this Act at the time of its dissolution under the previous Act.

(2) An application under paragraph (1) -

(a) shall take place within seven years of the dissolution of the former Act Society under the previous Act

(b) shall be determined in accordance with this Act

(3) If the dissolution of a former Act company is cancelled under this section, the company shall be returned to the register maintained under this Act.

388.

Delivery of documents

As soon as possible after the Act comes into force, the person who was the Registrar under the previous Act immediately before the Act came into force shall transfer to the Registrar (under this Act) all records in his power, possession or control which are held under the previous Act.

389.

Transition for former stock corporations

(1) Notwithstanding any other provision of this Act, but subject to subsection (2), each former Act company shall have a period of three months from the date of entry into force of this Act to comply with the provisions of this Act in respect of

(a) the keeping of registers and records; and

(b) the submission of annual reports.

(2) Each former Act company shall have a period of twelve months from the entry into force of the Act to -

(a) Section 126(2) (Publication of the situation of the minutes and resolutions of the members) ;

(b) Section 157(2) (notice of the minutes and decisions of the directors); and

(c) Section 179 (Register of Fees) .

(3) Subject to paragraph (4), it is not mandatory for a former Act company to amend its memorandum or articles of association to comply with this Act, but to the extent of any inconsistency between -

the memorandum or articles of association of a former Act company; and this Act, this Act takes precedence

(4) If the memorandum or articles of association of a former Act company refers to a provision in or requirement under a previous Act, the reference in the memorandum or articles of association of the former Act company to that requirement or provision shall be deemed to be different and shall be interpreted as if it had been as close as possible to the analogous provision or requirement under that Act.

(5) If at the time of the commencement of the Act, a former Act company has commenced (but not completed) liquidation under sections 87 to 95 of the Act, the dissolution and winding up of the company -

(a) proceed and be completed in accordance with the sections

87 to 95 of the former Act, as if those provisions were still applicable; or

(b) be resumed and concluded in accordance with the provisions of Part XVII of this Act.

(6) If the Registrar issues a certificate of dissolution of a former Act company pursuant to subsection (5)(a), the certificate shall have the same effect as a certificate of dissolution issued by the Registrar pursuant to Part XVII of this Act.

390.

Transition for all companies

1. Each undertaking shall have a period of twelve months from the date of publication. date of entry into force of the law on compliance with - -

(a) Section 152 (filing of the register of directors with the competent authority or authorities)

Registrar(s) ; and

(b) Part XX of this Act (obligations relating to beneficial owner(s)) .

(2) For the purposes of compliance with section 152 (submission of the register of directors to the Registrar), it is sufficient if -

(a) the first register of directors filed by a company with the Registrar contains only information about its current directors at the time of filing; and

(b) any subsequent register of directors deposited by a company with the Registrar shall contain only information relating to its directors from the date of the filing of the first register of directors deposited pursuant to Section 152.

(3) Subject to subsection (4), sections 347 (Inspection of documents filed) and 348 (Copies of documents filed) shall not apply to the copy register of an enterprise deposited with the Registrar of Companies pursuant to section 152.

(filing of the register of directors with the Registrar) up to and including the day two years after the entry into force of the Act.

(4) From the date of entry into force of the Act, the Seychelles Revenue Commission and the Financial Intelligence Unit shall have the right to inspect (free of charge) the copy register of a company filed with the Registrar under Section 152 (Filing of the Register of Directors with the Registrar(s)).

391.

References to undertakings in other Regulations

A reference in a written law to a company incorporated, registered or continued under the previous law shall, unless the context requires otherwise, be construed as a reference to a company incorporated, re-registered or continued under that law.

392.
The International Business Company Act, 1994 (Chapter 100(a)) is hereby repealed.

FIRST TIMETABLE PART I PROPOSAL FOR ESTABLISHMENT

§ Section 9(1)(b). (b) and section 214 subsection 1 letter (b)

An application form for formation requires an applicant to provide (at least) the following information -

1. the proposed company name

2. the proposed registered office address;

3. the full name and address of the proposed first registered representative of the company;

4. whether the company should be a public limited company, a private limited company or a limited liability company owning shares

5. in the case of a protected cell business, a statement that the written consent of the Authority has been obtained in accordance with section 221;

6. a statement that the requirements of the law in relation to incorporation are met.

PART II CONTINUATION NOTIFICATION

In a renewal application, the applicant is required to provide at least (at least) the following information - -

1. the existing name of the company

2. the proposed name of the company in case of continuation;

3. the proposed registered office address in the Seychelles

4. the full name and address of the proposed registered representative of the company;

5. whether the company should be a limited liability company, a limited liability company or a limited liability and shareholding company

6. in the case of a protected cell business, a statement that the written consent of the Authority has been obtained in accordance with section 221;

7. a statement that the requirements of the law in relation to continuation are met.

THIRD SCHEDULE (Section 26) RESTRICTED WORDS

-Bank
-building society
-Chamber of Commerce
-Chartered
-cooperative
-Credit Union
-Government
-Licensing
-Communal
-Parliament
-Police
-King only
-Tribunal
-Stock exchange
-Joint Fund
-Pharmacy
-Polytechnic
-Reinsurance
-School
-Security
-Seychelles
-Sovereign
-State
-Trust
-trustee
-association
-University
-airline
-Insurance
-Bitcoin
-Exchange office
-Casino
-Charity
-University
-Council
-Foundation
-Fund
-gambling
-Gaming
-Hospital
-Insurance
-insurer
-Prize competition
-Military

Or a word or abbreviation having a similar meaning and other words that may be prescribed in writing in the guidelines issued by the Registrar.

FOURTH TIMETABLE (SECTION 28) LANGUAGE OF COMPANY NAMES

(1) The name of a company may be expressed in any language, but if the name is not in English or French, a translation of the name in English or French, certified as true and correct by an acceptable translator (as defined in section 1.2), shall be provided to the Registrar.
2 (1) of the Act) or by the registered representative of the company or the proposed company.

2. The registered representative may not issue a certificate as referred to in paragraph 1 unless he has received the translation or has had it certified by a recognised translator.

(3) Where the name of a company is not in English or French, the Registrar shall include the name and the English or French translation thereof in the instrument of incorporation of the company.

(1) Subject to paragraph 4, and where the name of a company is in English or French, the Registrar may, upon application under paragraph 3, register a company with an additional name for foreign characters.

(2) If a company is registered with an additional foreign sign name -

(a) the memorandum must contain a statement that the company has a foreign symbol name in addition to its name and must include the foreign symbol name; and

b) If the name of the company appears in the memorandum or articles of association, reference must also be made to the name of the foreign person.

(3) A company may not be registered with a foreign sign name which -

(a) identical with a foreign sign name which is registered or has been registered under the law for another undertaking; or

(b) so similar to a foreign sign name which is or has been registered under the law for another undertaking that use of the name would, in the opinion of the Registrar, be likely to cause confusion or mislead.

(4) By way of derogation from paragraph (3)(b), the Registrar may register a company with an additional foreign sign name similar to the foreign sign name of another company if both companies are associated companies.

3(1) An application to the Registrar for approval and registration of a foreign trade name may be filed together with the application for the formation or continuation of the company or at a later date.

(2) An application under paragraph (1) must be submitted in the approved form and must be accompanied by -

(a) a statement certified by an acceptable translator or by the registered agent of the company or of the proposed company -

(i) confirmation whether or not the foreign character name has a translation of the name or a meaning that is the same as the name or proposed name of the entity; and

(ii) the meaning or, if more than one possible meaning, the meaning of the name of the foreign characters; and

(b) if the application relates to an existing enterprise, a certified copy or extract of an amendment decision in accordance with Sections 23 and 30 and, if the enterprise has so decided, an adapted memorandum and articles in accordance with Section 24.

(3) The registered representative may not make a declaration in accordance with paragraph (1) unless he has received the declaration or has had it certified by a recognised translator.

4(1) The Registrar may not approve a name for foreign characters if -

(a) the name does not comply with the law; or

(b) the Registrar considers that -

(i) the name is offensive or objectionable; or

(ii) it would be contrary to public policy or the public interest to register the name

if -

(2) The Registrar may refuse to approve a name with a foreign designation.

(a) he is not satisfied that he understands the full or true meaning of the name, whether or not that meaning is apparent from the accuracy of the translation, the context in which the name is or may be used, or

(b) it is not possible to register the name for technical or other reasons.

(3) When approving a foreign sign name, whether it is used in the creation, continuation, change or otherwise, the Registrar -

(a) to register the company name with foreign character against the company in the Commercial Register; and

(b) where appropriate, issue a certificate of establishment, continuation or registration of an additional designation for foreign signs which -

(i) indicate that the entity has a foreign name in addition to its name; and

(ii) indicate both its name and the name of the foreign character.

5(1) If an undertaking which has a name with a foreign designation applies to change its name with a foreign designation, it must submit the documents referred to in paragraph 3(2) when applying to change its designation.

(2) If a company applies to change its name for the foreign character, paragraph 4 shall apply accordingly.

(1) A company registered with a foreign sign name may apply to the Registrar for cancellation of its foreign sign name.

(2) An application pursuant to subsection (1) must be accompanied by the approved form and a certified copy or an extract of an amendment resolution pursuant to sections 23 and 30 and, if the Company has so decided, an amended memorandum and articles of association pursuant to section 24.
(3) Upon application pursuant to paragraph 1, the Registrar may deregister and delete the name of the foreign characters from the Register.

(4) If the Registrar deregisters the name of a company with a foreign designation, he shall issue a deregistration certificate for the name with a foreign designation.

7. 1 Notwithstanding subsections 2 to 6, sections 25, 26 and 31 shall apply mutatis mutandis to foreign sign names.

(2) The Registrar may address a notification under subsection (3) to a company if -

(a) the Registrar considers that the foreign company is the company character name -

(i) does not comply with the law or is offensive or indecent; or

(ii) it is contrary to public policy or the public interest for the name of the foreign figurine to remain on the register; or

(b) the Registrar considers that he does not understand the full or true meaning of the name.

(3) Where paragraph (2) applies, the Registrar may send a notice to the company instructing it to apply to change its foreign trade name to a foreign trade name approved by the Registrar on or before a date specified in the notice which shall be at least fourteen days after the date of the notice.

(4) If a company which has received a notification under subparagraph (3) does not apply to change its foreign trade name to a foreign trade name approved by the Registrar on or before the date specified in the notification, the Registrar may deregister the name.

(5) If the Registrar registers a foreign trade mark name in accordance with this Regulation, he shall issue the company with a certificate confirming the change of name.
(6) If the name of a foreign company has been deregistered under this paragraph, it shall file a certified copy or an amendment resolution under Sections 23 and 30 and, if the company so decides, an adapted Memorandum and Articles under Section 24 within fourteen days of the date of the instrument of change of name.

FIFTH TIMETABLE (SECTION 32) REUSE OF COMPANY NAMES

1. in this timetable, unless the context requires otherwise -

-Law means the International Business Companies Act;

-Change date means the date on which the first company changed its name;

-discontinued company is a company for which the Registrar has issued a certificate of dissolution pursuant to Section 217(4)(a) of the Act;

-Dissolved company is a company that has been dissolved under the law or under the previous law;

-first company means -

(a) the company or former Act company, as the case may be -

(i) changed his name;

(ii) has been wound up under the law or a previous law;
or

(b) the discontinued operation;

-solvents within the meaning of Section 299 of the Act;

-insolvency company -

(a) means -

(i) an insolvent undertaking which is in liquidation under Part III or Part IV of Part XVII of the Act; or

(ii) a company which, on completion of its liquidation, has been wound up under Subsection III or Subsection IV of Section XVII of the Act;

(b) does not include a company which has been wound up for a period of seven years or more;

-second company is the company that wants to use the name of the first company, whether it is established, continued or by a change of name.

(1) To the extent permitted under paragraphs 3 or 4, the Registrar may form or continue a company under a name or register a change of name of a company to a name which is identical or similar to the name.

(a) a company or a former Act company that -

(i) changed his name; or

(ii) has been wound up under the law or previous law; or

(b) a discontinued operation.

2. Paragraphs 3 and 4 shall be subject to paragraphs 6 and 7.

Nothing in paragraphs 3 to 7 shall confer on any company, whether the first or the second, any right to have its name transferred from the first company to the second.

3(1) Where the first company is a company which has changed its name, the Registrar may permit the previous name of the first company, or a name similar to the previous name of the first company, to be registered in respect of a second company -

(a) at any time after a period of seven years from the date on which the first company changed its name; or

(b) when the first entity gives its written consent -

similar name, has not yet been registered to a second company, the Registrar.
may allow the company to change its name to its previous name or a similar name.

(4) Where the first company is a company which has been wound up, the Registrar may permit the name of the first company, or a name similar to the name of the first company, to be registered to a second company at any time after the date of winding up of the first company.

5. 1 If the first company is a company which has ceased to exist, the Registrar may permit the name of the first company or a name similar to the name of the first company to be registered in a second company at any time after the expiry of a period of seven years from the date of the certificate of liquidation issued for the first company.

(2) Where a company which has been discontinued is continued under the law, the Registrar may permit the company to continue to exist under its previous name as stated in the instrument of liquidation, unless the name has been re-used in accordance with this Annex.

6. the Registrar shall not permit a name, including a similar name, to be registered on -

(a) more than two different undertakings; or

(b) more than twice for the same undertaking over a period of seven years

7. 1) Paragraphs 2 to 5 shall not apply where the first undertaking is an insolvent undertaking.

(2) If the first company is an insolvent company, the name of the first company or a similar name to the name of the first company may only be registered to a second company -

(a) where the liquidator has sold the business or undertaking or a substantial part of the business or undertaking of the first company to the second company; or

(b) with the permission of the Court of Justice.

SIXTH SCHEDULE (SECTION 171) ANNUAL RETURN ON INVESTMENT

The annual return must be in the form prescribed or approved by the Registrar and must state and declare (at least) that at the time of the annual return -

1. the company keeps accounting records in accordance with the requirements of the law, which are kept at the following locations

[insert physical address of any place of accounting]

2. the Company shall keep minutes of meetings and copies of written resolutions of members and directors in accordance with the requirements of the law (collectively referred to as minutes and resolutions), which minutes and resolutions shall be kept at the following locations:

[insert physical address of each location of minutes and copy resolutions]

3 If the company is required by a written law of Seychelles to produce all or any part of its accounting records and minutes and resolutions or copies thereof, the company will cause the accounting records and minutes and resolutions or copies thereof to be delivered to the requesting party in Seychelles within the time limit specified in the request.

I certify that this is a correct copy of the law, which was approved by the
National Assembly on 26 July 2016.

Mrs Luisa Waye-Hive
Deputy clerk