PLEASE NOTE: This is a 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 the Seychelles IBC Act.

INTERNATIONAL BUSINESS ENTERPRISES ACT, 2016

(Act 15 of 2016)

ARRANGEMENT OF THE SECTIONS

PART I - PREPARATION

1. Short title and start date
2. Interpretation
3. Associated companies
4. Application of this law

PART II - INCORPORATION OF THE COMPANY

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

97. Conversion of shares in par value companies
98. Conversion of shares in no-par-value companies

PART VI - MEMBERSHIP PART I - Members

99. Minimum number of members
100. Requirement 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. Membership Directory
105. Type of register
106. Register of members of listed companies
107. Consultation of the register of members
108. Correction of the Register of Members

Subsection III - General Meetings and Resolutions

109. Resolution
110. Ordinary decisions
111. Ordinary resolutions may be required to have a higher voting percentage
112. Special resolutions
113. special resolutions may be required in order to have a higher share of the vote
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 at meetings
119. co-ownership of shares
120. Authorized persons
121. Demand for surveys
122. Written consent of the members
123. The court may order the meeting
124. Resolution at the adjourned meeting
125. The keeping of minutes and resolutions of members
126. Place of the minutes and decisions of the members
127. Inspection of the minutes and resolutions of the members

PART VII - Directors

Subsection I - Management of undertakings

128. Company management
129. The performance of corporate obligations by directors
130. Minimum number of directors
131. De facto directors
132. delegation of powers

Subsection II - Appointment Dismissal and Resignation of Directors

133. Authorisation of Directors
134. Appointment of Directors
135. Appointment of reserve directors
136. Discontinuation 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. directors' emoluments
142. Continuing liability
143. Validity of the Director's acts

Subsection III - Duties of Directors and Conflicts

144. Duties of the Directors
145. Directors of subsidiaries, etc.
146. Prevention of infringements
147. Reliance on records and reports
148. Disclosure of interest
149. Avoidance by the Company of transactions in which the Director has an interest

Subsection IV - Register of Directors

150. register of directors
151. Consultation of the Register of Directors
152. Filing of the Register of Directors with the Registrar of Companies

Subsection V - Board Meetings and Resolutions

153. Meetings of the Director
154. Convening of the meeting of the directors
155. Decisions of the Directors
156. Keeping minutes and decisions of the directors
157. Place of the minutes and decisions of the directors
158. Inspection of the minutes and decisions of the directors

Subsection VI - Compensation and insurance

159. Compensation
160. Insurance

PART VIII - ADMINISTRATION PART I - Registered Office of the Company

161. Registered office
162. change of domicile
163. Change of registered office where the registered agent changes address

Subsection II - Registered representative

164. International trading company with registered agent
165. Appointment of the registered representative
166. Signed 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 return
172. document delivery
173. Provision of records

Subsection IV - Accounting records

174. Accounting management
175. Location and storage of the accounts
176. Review of the accounts by the directors

PART IX - FEES FOR COMPANY PROPERTY

177. Interpretation
178. The Company may encumber its assets
179. register of charges
180. Review of the fees register
181. Registration of fees
182. Change in registered fees
183. Fulfilment or release of the fee
184. Priorities for the relevant fees
185. Priorities in relation to existing charges
186. Exceptions in relation to priorities
187. Enforcement of the indictment under Seychelles law
188. Exercise of the power of sale under a statutory charge in the Seychelles
189. Interpretation

PART X - CONVERSIONS

Subsection I - General provisions

190. Declaration of Conformity
191. Conversions are not standard

Subsection II - Conversion of an ordinary company into an ITC and vice versa

192. Conversion of the ordinary company into an international trading company
193. Effect of the conversion of the ordinary company into an international trading company
194. Conversion of the ITC into an ordinary partnership
195. Effect of the conversion of an ITC into an ordinary partnership

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

196. Conversion of the non-cellular society into a protected cellular society
197. Effects of the conversion of a non-cellular society into a protected cell society
198. Conversion of the protected cell company into a non-cell company
199. Effects of the conversion of the protected cell society into a non-cell 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 - Asset retirement

206. Permits for certain asset disposals

Subsection III - Forced redemptions

207. Repayment of minority shares

Subsection IV - Agreements

208. Arrays
209. Agreement whereby the company is in voluntary liquidation

Subsection V - Dissidents

210. Rights of minority shareholders

Subsection VI - Compromise or agreement models

211. Court action in relation to compromise or settlement plans

PART XII - CONTINUATION

212. Continuation of foreign companies in Seychelles
213. Continuation of the statutes
214. Request for continuation in the Seychelles
215. Continued
216. Effect of continuation under this Act
217. Continuation outside Seychelles
218. Effect of continuation outside Seychelles

PART XIII - Protected cell companies Subpart I - Interpretation

219. Interpretation of this part

Subsection II - Foundation

220. Companies that can be protected Cell companies
221. Consent of the authority required
222. Decisions on applications and other decisions of the Authority
223. Appeals against decisions and other decisions of the Authority

Subsection III - Status, cells and cell shares

224. Status of companies with protected cells
225. Generation of cells
226. Delimitation of the core
227. Cell safeties

Subsection IV - Assets and liabilities

228. Cell and core assets
229. Recourse agreements
230. Position of the creditors
231. Call on cell assets by creditors
232. Recourse of creditors to the core capital
233. Liability of cell assets
234. Liability of core assets
235. Cell liability disputes
236. Allocation of core assets and liabilities

Subpart V - Handling and arrangements with and within protected cell societies

237. Company for informing 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 affect cellular capacity, etc.

Subsection VI - Insolvency petitions

240. Insolvency administration orders relating to cells
241. Applications for receivership orders
242. Functions of the receiver and effect of the insolvency order
243. Dismissal and modification of receivership orders
244. Remuneration of the beneficiary
245. Information to be provided by the recipient

Subsection VII - Management contracts

246. Administrative order relating to protected cell companies or cells
247. Request for the issuance of an administrative order
248. Functions of the administrator and effect of the administrative mandate
249. Issuing and amending administrative orders
250. Remuneration of the administrator
251. Information to be provided by the administrator

Subsection VIII - Liquidation of companies with protected cells

252. Provisions in connection with the liquidation of the Protected Cell Company

Subpart IX - General

253. Liability for criminal sanctions

PART XIV - INVESTIGATIONS CONCERNING COMPANIES

254. Definition of the auditor
255. Investigation order
256. Powers of the Court of First Instance
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. Power of the Member to bring proceedings before the Court of First Instance
263. Power of the Registrar to apply to the Court of First Instance
264. Powers of the Court of First Instance

PART XVI - DISQUALIFICATION ORDERS

265. Disqualification orders
266. Reason for issuing a disqualification order
267. Right of appeal to the Court of Appeal
268. Modification of the disqualification orders
269. Revocation of disqualification orders
270. Consequences of the breach of a disqualification order
271. Register of disqualification orders

PART XVII - SEVERANCE, DISSOLUTION AND WINDING UP

Subpart I - SEPARATION and RESOLUTION

272. Delete
273. Appeal against the removal
274. Effect of deletion
275. Dissolution of the company struck off the register
276. Restoration of the Company in the Register by the Registrar
277. Court action for reinstatement of the company in the register
278. Appointment of the liquidator of the deleted company
279. Undistributed property of the dissolved company
280. Disclaimer

PART II - Voluntary dissolution of the solvent company

281. Application of this subpart
282. Voluntary resolution plan
283. Commencement of the voluntary liquidation of the solvent company
284. Eligibility for liquidator under this subsection
285. Filing with the Registrar
286. Notice of voluntary liquidation
287. Effect of the commencement of voluntary liquidation
288. Duties of liquidator under this subsection
289. Powers of liquidator on voluntary winding up under this subsection
290. Vacancy in office of liquidator under this subsection
291. Resignation of liquidator under this subsection
292. Removal of liquidator under this subsection
293. Cancellation of voluntary liquidation
294. Termination of voluntary liquidation by the court
295. Power to apply to the court for an order
296. Interim balance sheet on the implementation of the liquidation
297. Resolution

SUBSECTION III - VOLUNTARY LIQUIDATION OF AN INSOLVENT COMPANY

298. Application of this subpart
299. Meaning of insolvent
300. If the company was found to be insolvent
301. Commencement of the voluntary liquidation of an insolvent company
302. Application of certain provisions of Subsection II to this Subsection
303. Filing with the Registrar
304. Notice of voluntary liquidation
305. Liquidator to convene the first meeting of creditors
306. Audit of the liquidator's accounts by creditors
307. Accounting for the liquidation before the dissolution
308. Resolution

Subsection IV - Compulsory liquidation by the court

309. petition for compulsory winding-up
310. Circumstances in which the court may dissolve the company
311. The authority may be heard during the processing of the application
312. Reason for which Registrar, Authority or Minister may make winding up petition
313. Power to close proceedings and appoint a provisional liquidator
314. Powers of the Court of First Instance to hear appeals
315. Appointment of the liquidator in compulsory liquidation
316. Remuneration of the liquidator
317. Filing with 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, removal or death of the liquidator
323. Audit of the liquidator's accounts by creditors
324. Power to refer matters to the Court of First Instance for directions
325. Declaration of compulsory liquidation before dissolution
326. Resolution

Subpart V - General provisions for the settlement of settlements

327. Interpretation
328. liquidator to convene creditors' meetings
329. distribution of company assets
330. Expenses from settlement
331. Secured creditors
332. Special payments
333. No share transfers after the start of settlement
334. Company to be notified of the petition for winding up
335. Hearing in the Chamber
336. The Company undertakes not to engage in any business after the dissolution
337. Measures against persons responsible for criminal offences
338. Illegal preferences in or before settlement

part xvIII - fraudulent and unlawful trading

339. The offence of fraudulent trading
340. Civil liability for fraudulent transactions
341. Civil liability of directors for unlawful trading
342. Civil liability of directors for wrongful trading: cells of the protected cell company
343. Proceedings under sections 340, 341 or 342

PART XIX - REGISTRAR

344. Register guide for international companies
345. Official seal
346. Register
347. Inspection of the documents submitted
348. Copies of the filed documents
349. Optional registration of the specified registers
350. Voluntary filing of annual accounts by international business enterprises
351. Certificate of good standing
352. Certificate via 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 TOWARDS BENEFICIAL OWNERS

355. Register of beneficial owners: definitions and interpretation
356. register of beneficial owners
357. Verification 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 - MISCELLANEOUS PROVISIONS

361. Exemption from certain laws
362. Stamp duty
363. Minimum duration of exemptions and concessions
364. Form of records
365. Supply of electronic records in general
366. Delivery considered by publication of the site
367. Delivery of electronic records to the registrar
368. Violations
369. Accessories and controls
370. Liability for misrepresentation
371. Power of the Court of First Instance to grant relief
372. Statement of the Court
373. Judges of the Chambers
374. Appeals against the decisions of the Registrar
375. Lawyers' professional law
376. Immunity
377. Inspections
378. Obligation of confidentiality and permissible exceptions
379. Position in relation to other laws
380. Regulations
381. Repeal of the law
382. Amendment of the Seychelles Civil Code in relation to companies

PART XXII - TRANSITIONAL PROVISIONS

383. Former companies automatically re-registered under this Act
384. Certificate of re-registration, if the former Act company is automatically re-registered
385. Effect of automatic feedback under this Act
386. The restoration of companies under the former Act which have been struck off the register maintained under the former Act
387. Restoration of the dissolved former joint stock companies
388. Supply of documents
389. Transition for former public limited companies
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 SCHEDULE - REUSE OF COMPANY NAMES

SIXTH SCHEDULE - CONTENT OF THE ANNUAL RETURN

INTERNATIONAL BUSINESS ENTERPRISES ACT, 2016

Act 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 matters connected therewith or incidental thereto.
MANAGEMENT by the President and the National Assembly

PART I PREPARATION

Short title and start date

This Act may be cited as the International Business Companies Act2016 and shall come into force on such date as the Minister may specify by notice in the Gazette.
2.

Interpretation

In this law, unless the context requires otherwise -
-acceptable translator means person who -
in relation to 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 Registrar as a translator in accordance with the requirements set out in the Registrar's written guidelines;
-accounting records, in relation to a company, means documents relating to - the
(a) the assets and liabilities of the entity;
(b) the income and expenditure of the entity; and
(c) the sales, purchases and other transactions in which the entity is involved;
-The commencement of the Act date is the date on which this Act becomes effective;
-Appeals Board means the Appeals Board established under the Financial Services Authority (Appeals Boar(d) 2014;
-approved form means a form approved by the registrar or competent authority.
Power of attorney under § 353;
-articles means the original, amended or restated articles of incorporation of a corporation;
-associated company means within the meaning of § 3 para. 2;
authorized capital, in relation to acompany, means -
(a) in the case of a nominal value company, the maximum amount of share capital that the company is authorised by its memorandum and articles of association to issue;
(b) in the case of a company with no par value, the maximum number of no-par value shares that the company is authorised to issue by its memorandum and articles of association;
-Authority means theFinancial Services Authority as defined by theFinancial Services Authority Act;
Authority Website Website means the Authority's principal publicly accessible Internet website for the time being maintained by or on behalf of the Authority;
-holder shares means a share evidenced by a certificate.
what-
(a) does not record the name of the owner; and
(b) states that the holder of the certificate is the owner of the share;
board, in relation to a company, means - -
(a) the Board of Directors, the Management Committee or any other regulatory body of the Company; or
(b) if the company has only one director, that director;
-body corporate includes a company, a company incorporated under the Companies Act and a body corporate incorporated outside Seychelles, but does not include an unincorporated association or an unincorporated partnership;
-business day is a day other than a Saturday, Sunday or public holiday in Seychelles;
-cell means a cell of a protected cell company;
-class of member, with respect to a proprietary cell company,
includes -
(a) the members of a cell of the entity; and
(b) any group of members of a cell of the entity;
-society means- -
(a) an international trading company; or
(b) a former Act company;
-Limited liability company with shares means a company-
(a) whose memorandum limits the liability of all its members to the amount (if any) unpaid on the shares held by its members; and
(b) that's -
(i) is linked to a share capital consisting of nominal value shares; or
(i) authorized to issue no-par value shares;
-A company limited by guarantee is a company whose memorandum of association limits the liability of all its members to a fixed amount, which each member thereby guarantees and is not liable by reason of holding an interest to contribute to the assets of the company in the event of dissolution;
-Limited liability company and guarantee means a company-
(a) the memorandum of which limits the liability of one or more of its members to a fixed amount which each member thereby undertakes, by way of guarantee and not by reason of holding any interest, to contribute to the assets of the company in the event of its dissolution;
(b) whose memorandum limits the liability of one or more of its members to the amount (if any) unpaid on the shares held by its members; and
(c) the - is.
(i) is linked to a share capital consisting of nominal value shares; or
(i) authorized to issue no-par value shares;
-Court means the Supreme Court of Seychelles;
-director, in relation to a company, a foreign company and any other body corporate, includes a person who holds or acts in the position of director under any name;
-dissolved, in relation to a company, means dissolved under this Act or any other written law of Seychelles;
-distribution means as defined in Section 68;
-dividend means as defined in Section 69;
-document denotes a document in any form and contains -
(a) any writing on material;
(b) a book, graphic, drawing or other pictorial representation or image;
(c) information recorded or stored by electronic or other technological means and capable of being reproduced with or without the aid of any device;
-Electronic form with respect to information means any information created, transmitted, received or stored on computer storage media such as magnetic, optical, computer memory or similar devices;
-electronic record means data, recordings or data generated, image or sound stored, received or transmitted in electronic form, including any electronic code or device required to decipher or interpret the electronic record;
-executive, in relation to a company, is an employed person in an executive or managerial capacity;
-foreign company means a corporation incorporated or registered under the laws of a jurisdiction outside the Seychelles;
-formerly Act means the International Business Companies Act. 1994 repealed by section 381;
-Former Act Company means a company formed or continued by the Company under the former 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 of association to the amount which he thereby undertakes by way of guarantee and not by reason of the holding of any interest, to be registered in the assets of the company if it is wound up; and
(b) whose name is entered in the register of members as a member of the guarantee;
-International Business Company means as defined in the section.
5(1) ;
-adult means a person who is not a minor and has no legal capacity under the written law of Seychelles;
limited company means - -
(a) a corporation;
(b) a limited liability company; or
(c) a public limited company with shares and a guarantee;
-Limited Life Company means a limited life company within the meaning of section 8(1);
A member, in relation to a company, is a person whose name is entered in the company's register of companies as - -
(a) a shareholder; or
(b) a guarantor;
-memorandum means the original, amended or restated memorandum of association of a company;
-Minister means the minister responsible for finance;
-minor means a person under the age of eighteen;
-non-cellularCompany means an international trading company that is not a protected cell company;
-nominal company means a company which -
(a) authorised to issue no-par value shares; and
(b) not entitled to issue par value shares,
whether or not she also has warranty members;
-nominal shares means a registered share that is not expressed as a par value;
-officer, in relation to a company, is a director, directors, officers, secretary or liquidator;
-Official Seal means the official seal of the Registrar under Section 345;
-Extraordinary company means a company which is under the brand of company 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 company.
Corporation, i.e., under section 3(1)(b) ;
-Nominal value company means a company that -
(a) registered share capital consisting of par value shares; and
(b) not authorised to issue par value shares, whether or not it also has guarantors;
-Nominal Shares means a registered share expressed in terms of par value;
-personal representative means the executor or administrator for the time being of a deceased person;
-protected cell company means an international company to which Section 7 applies;
-records means documents and other records that are stored, however;
-registered agent means, in relation to a company, the person who is the registered agent of the company under section 164;
-registered share means a share in a company issued to a named person whose name is entered in the company's register of companies as the holder of that share;
-Register of Registered Charges means the register of registered charges maintained by the Registrar under sections 181(3) and 346(1)(b). (b) means the register of registered charges maintained by the Registrar;
-Register means the register of ITCs maintained by the Registrar pursuant to section 346(1)(a);
-Registrar means the Chief Executive Officer of the Authority appointed under section 9 of the Financial Services Authority Act;
-resident person means-
(a) a person resident in Seychelles or staying in Seychelles for a total period of one hundred and eighty-three days or more in any twelve-month period beginning or ending during a calendar year;
(b) a company incorporated under this Act;
(c) a corporation registered under the Companies Act;
(d) a foreign enterprise which is managed and controlled in theSeychelles 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 creditor means within the meaning of § 327(c) ;
-securities means 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 of a corporation or cell for which the liability is limited to the amount (if any) attributable to it;
-share capital, in relation to a company, means - -
(a) in the case of a par value company, the aggregate nominal value of all the issued and outstanding par value shares of a company and the shares of par value held by the company as treasury shares;
(b) in the case of a public company, the aggregate of the amounts designated by the directors as share capital of all the issued and outstanding no-par value shares of the company and the no-par value shares held by the company as treasury shares,
and such sums as may from time to time be transferred from surplus to share capital by resolution of the Directors;
-shareholder means, in relation to a company, a person whose name is entered in the register of members as the holder of one or more shares or fractional shares in the company;
-Solvency test means a solvency test in accordance with section 67;
-special resolution means a special resolution of the members under section 112;
-subsidiary means in relation to a company, foreign company or other entity as defined in section 3(1)(c);
-surplus means, in respect of an entity, the excess, if any, of the entity's total assets at the date of determination over the sum of its total liabilities as shown in its books of account plus its share capital;
-tax treaty means a treaty or agreement between the Government of Seychelles and the government of one or more other countries.
(a) for the avoidance of double taxation and the prevention of fiscal evasion with respect to income tax; or
(b) on the exchange of information on tax matters; and
-Treasury share means a share of a company that has been 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 a company (referred to in this paragraph as the -first company), is the first company and any other company that -is
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 undertaking of a subsidiary of the first undertaking;
parent company in relation to a company (in this paragraph referred to as the first company) another company which, whether alone or under an arrangement 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 a majority of the voting rights in the first company;
has the right to appoint or remove a 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 a -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 construed accordingly.
(3) For the purposes of subsections (1) and (2), -company includes a foreign company and any other body corporate.
4.

Application of this law

This law applies to -
(a) an international trading company; and
(b) a former Act company.

PART II - INCORPORATION OF THE COMPANY

Subsection I - Types of international company

Definition of international companies

(1) An -international trading company is a company incorporated or continued or converted into a company under this Act and whose memorandum states that it is subject to the restrictions referred to in subsection (2).
2. An undertaking shall not -
(a) Subject subsection(3) , continued operations in the following areas in Seychelles;
(b) own an interest in real estate situated in Seychelles or a leasehold interest in real estate situated in Seychelles other than those referred to in paragraph 3(f);
(c) continue the banking business (as defined in the Financial Times).
Institutions Act) in or outside the Seychelles;
(d) carry on the business of insurance (as defined in insurance).
Law) -
(i) in the Seychelles; or
(i) outside Seychelles, unless it is licensed or otherwise legally able to do so under the laws of any country outside Seychelles in which it carries on such business;
(e) carry on business of international corporate 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 Agreement.
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 able to do so under the laws of any country outside Seychelles in which it carries on such business;
(f) continue the Securities Business (as defined in the Securities).
Law) -
(i) in the Seychelles; or
(i) outside Seychelles, unless it is licensed or otherwise legally able to do so under the laws of any country outside Seychelles in which it carries on 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) to carry on the business of gambling (as defined in the Seychelles Gambling Act) , including the interactive gambling business,-
(i) in the Seychelles; or
(i) outside Seychelles, unless it is licensed or otherwise legally able to do so under the laws of any country outside Seychelles in which it carries on such business.
(3) For the purposes of subsection (2) (a), a company shall not be treated as a business in Seychelles merely because-.
(a) it opens and maintains an account with a bank licensed under the Financial Institutions Act;
(b) it uses the services of lawyers, solicitors, accountants, bookkeepers, international corporate service providers, international trustees, trust service providers, investment fund managers or administrators, securities dealers, investment advisers or other similar persons operating in Seychelles;
(c) establish or maintain its books and records under Seychelles;
(d) hold meetings of its directors or members or adopt written resolutions of approval of its directors or members in Seychelles;
(e) conclude or sign contracts in Seychelles and exercise all other powers in Seychelles to the extent necessary for the performance of its activities outside Seychelles;
(f) it holds shares, debentures or other securities in a company incorporated under this Act or in a body corporate incorporated under the Companies Act;
(g) it has interest or claims as a beneficiary of a foundation registered under the Foundation Act;
(h) it has an interest or claim 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 mutual fund under the Mutual Fund and HedgeFund Act;
(k) shares, debentures or other securities of the Company are owned by a resident person;
(l) it is listed on an approved securities exchange under the Securities Act;
((m) it holds a licence under the International Trade Zone Act; or
(n) subject to the provisions of the International Corporate ServiceProviders Act (Cap 275), all of its directors are residents.
(4) A company may own or manage a vessel registered in Seychelles under the Merchant Shipping Act and the vessel may visit or be in Seychelles waters, provided that the company does not carry on 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 incorporated or continued or converted into a company under this Act as -.
(a) a corporation;
(b) a limited liability company; or
(c) a public limited company with shares and a guarantee.
(2) Subject to the provisions of this Act, an ITC may-.
(a) a protected cell company; or
(b) Limited life company.
7.

Protected cell companies

A company is a protected cell company if -.
(a) it was incorporated or continued under this Act in accordance with Part XIII, including the acquisition of the business, which may be incorporated or continued the written consent of the Authority under section 221, which consent has not been revoked; and
(b) Its memorandum provides that it is a protected cell company.
8.

limited liability companies

A company is a limited liability company if its memorandum contains a provision that the company shall be dissolved and wound up after the expiry of a specified period -.
(a) after the expiry of a specified period; or
(b) following the bankruptcy, death, eviction, insanity, resignation or retirement of a member of the Company; or
(c) after the occurrence of an event other than the lapse of a specified period of time

Subsection II - Setting up a business

application for incorporation

(1) Subject to subsection (2), an application for the formation of a company under this Act may be made to the Registrar by filing with the Registrar-.
(a) a memorandum and articles complying with the requirements of this Act signed by or on behalf of each subscriber in accordance with sections 13 and 20;
(b) an application for incorporation in the approved form set out in Part I of the First Schedule, signed by or on behalf of each participant in the Memorandum and Articles of Association;
(c) if the business is to be established as a protected cell enterprise, the written consent of the Authority under section 221;
(d) the applicable formation fee as set out in Part I of the Second Schedule; and (e) such other documents as may be required.
(2) An application for the incorporation of a company may be made only by its proposed registered agent.
(3) For the purposes of this section, the -proposed egistered 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 have been met, the Registrar shall, upon receipt of the documents filed under subsection (1) of section 9, - - do the following
(a) register the documents;
(b) allocate a unique registration number to the company; and
(c) issue to the company a 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 Act in relation to the incorporation of the Company have been complied with.
(2) On the formation of a company under this Act -.
(a) the company is a legal entity independent of its members and continues to exist until dissolved;
(b) the Memorandum and Articles of Association shall be binding between
(i) the Company and each member of the Company; and
(i) any member of the Company.
(3) The company, the board of directors, every director and every member of a company shall have the rights, powers, duties and obligations set out in this Act, except to the extent that, as permitted by this Act, they are denied or varied by the memorandum or articles.
(4) The memorandum and articles of a company shall have no effect to the extent that they are contrary to or inconsistent with this Act.
12.

Annual fee

(1) Every company registered in the Register shall pay to the Registrar on or before the day of each anniversary of its incorporation, continuation or conversion under this Act the annual fee specified in Part I of the Second Schedule.
(2) Payment under subsection (1) shall be made by the company through its registered agent.
(3) If the annual fee referred to in subsection (1) is not paid by the date referred to in that subsection, the amount of the annual fee shall be increased by ten per cent.
(4) If the company fails to pay the amount due as an increased annual fee under subsection (3) within 90 days after the due date, the amount of the annual fee shall be increased by fifty percent.
13.

Articles of association of the company

(1) The memorandum and articles of association of a company shall-.
(a) provide the full name and address of each participant; and
(b) printed and signed by or on behalf of each Participant in the presence of at least one witness who shall authenticate the signature and insert his or her own name and address.
(2) For the purposes of subsection (1), the only participant signing the memorandum of a company may be its proposed registered agent, who is not required to become a member of the company on its incorporation.
14.

Content of the memorandum and articles of association

The articles of association of a company shall state -
(a) the name of the company;
(b) the address of the registered company in Seychelles.
(c) whether the company -
(i) a limited liability company;
(i) a guarantee company; or
(iii) a company limited by shares and guarantee;
(d) the name and address of the registered agent of the Company at the date of the Memorandum;
(e) the requirements 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 of association must contain the following -.
(a) if it is a nominal value company, the authorised capital with which the company is to be registered and the number of shares of fixed nominal value in each class comprising the authorised capital;
(b) if a corporation, the authorized capital with which the corporation is to be registered and the limit (if any) on the number of shares of each class which the corporation is to be authorized to issue;
(c) that the liability of a member arising from the holding by the member of a share is limited to the amount (if any) unpaid on it; and
(d) the classes of shares which the Company is authorised to issue and, if 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 registered in a memorandum providing for guarantor members, the memorandum shall state that each guarantor member is liable to contribute to the assets of the company if he is to be wound up during his membership or within 12 months after he ceases to be a member, such fixed amount as may be necessary for the purposes mentioned in paragraph (2) but not exceeding a maximum amount to be specified in the memorandum in relation to that member.
(2) The purposes to which subsection (1) relates are-.
(a) payment of the debts and liabilities of the Company incurred before it ceased to be a member;
(b) the payment of costs, fees and expenses of settlement; and
(c) adjustment of the rights of contributors among themselves.
(3) In the case of a joint-stock company with shares and a guarantee, the statutes may -
(a) require a guarantor to also be a shareholder; or
(b) prohibit a guarantor from also being a shareholder.
(4) If there are no provisions in the articles of association of a joint-stock company and the guarantee referred to in subsection (3), a guarantor may also be a shareholder.
(5) A limited liability company may not amend its memorandum and articles of association under 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 attainment or promotion of the said objectives.
(2) If -
(a) no corporate objects are listed in the articles of association;
(b) the object is specified but the activities of the entity are not limited to achieving or furthering those objects; or
(c) the memorandum contains a statement, either alone or with other objects, that the object of the company is to carry on an act or activity not for the time being prohibited by any law in force in Seychelles.
The objects of the Company shall, subject to any limitations in the Memorandum, include any act or activity not prohibited for the time being by applicable law in Seychelles, and the Company shall have full power and authority to do or perform the same.
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,
Such 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 certified as true and correct by the proposed registered agent of the company.
(3) The registered representative shall not issue a certificate under subsection (2) unless the translation has been requested or certified by a recognized translator.
20.

Statutes

(1) The articles of association of a company shall contain regulations for the company.
(2) The articles of association 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 attest the signature and insert his own name and address.
(3) For the purposes of subsection (2), the only participant signing the articles of a company may be its proposed registered agent, who is not required to become a member of the company when it is incorporated.
21.

Article language

(1) Subject to subsection (2), the articles of association of a company shall be in the version of English or French or in any other official language of a country.
(2) Where the language of a company's articles of association is a language other than English or French, applications shall be accompanied by a translation into English or French certified as true and correct by the company's proposed registered agent.
(3) The registered representative shall not issue a certificate under subsection (2) unless the translation has been requested or certified by a recognized 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 or articles of association of a company may be amended by-.
(a) an ordinary resolution; or
(b) a resolution of the Directors.
(2) The memorandum or articles of association of a company may not be altered-.
(a) by a resolution of the directors alone, if that Act requires that the proposed amendment be approved by resolution of the members; or
(b) by a resolution of directors or members alone, if that Act requires that the proposed amendment also be approved by the court.
(3) Subject to subsection (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 resolution passed by a specified majority of members representing more than fifty percent of the votes of the voting members is required to amend the articles of incorporation or certain provisions of the articles of incorporation or bylaws.
(4) Subsections (3) (a) and (b) do not apply to a provision in the memorandum of a company limiting the objects of that company.
(5) Notwithstanding anything to the contrary contained in the memorandum or articles of association of a company, the directors of the company shall not have power to amend the memorandum or articles of association-.
(a) limit the rights or powers of members to amend the memorandum or articles of association;
(b) change the percentage of members required to pass a resolution to amend the memorandum or articles of association; or
(c) in cases where the memorandum or articles cannot be amended by the members and any resolution of the directors of a company is void and of no effect to the extent that it contravenes this subsection.
23.

Registration of amendments to the memorandum or articles of association

(1) Where it is resolved to amend the articles of association of a company, the company shall file for registration a certified copy or extract of the resolution approving the amendment of its articles of association in accordance with subsection (2).
(2) In relation to the certified copy or extract of the resolution referred to in subsection (1), an extract of the resolution shall be certified as a true copy and signed by the registered agent of the company.
(3) An amendment to a memorandum or articles of association shall take effect only from the date on which the certified copy or certified extract referred to in subsection (1) is registered by the Registrar.
24.

Adapted memorandum or article

(1) A company may at any time file with the Registrar an amended memorandum or articles of association.
(2) An adapted memorandum or articles filed under subsection (1) may include only those amendments that have been registered under section 1.
(3) If a company files an adapted memorandum or articles under subsection (1), the adapted memorandum or articles takes effect as the 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 that an adapted memorandum or articles filed under this section contains all or only those amendments that have been registered under section 23.
(5) It is not mandatory that an adapted memorandum or articles filed under paragraph (1) be signed by the original subscriber.

PART III - COMPANY NAMES

25.

Name requirements

(1) Subject to subsection (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 ends 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 be legally named.
(4) If the abbreviation -Ltd, -Corp, -Inc or -PCC is used as part of the company name, a period may be inserted at the end of the abbreviation.
(5) A proprietary cell company shall assign a distinctive name to each of its cells that is -
(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 denoting limited liability, that was permitted under the former Act.
(7) If a former Act company changes its name on or after the commencement of the Act, it shall comply with subsection (1).
26.

Restrictions on company names

A company shall not be registered on incorporation, continuation, conversion, merger or consolidation under a name which -.
(a) is the same as 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, in the opinion of the Registrar, the use of the name would be likely to confuse or mislead;
(c) contains a prohibited word, phrase or abbreviation as defined in Part I of the Third Annex;
(d) contains a restricted word, phrase or abbreviation specified in Part II of the Third Schedule, unless the Registrar and any other regulatory authority whose consent is required under Seychelles law have given their prior written consent.
(e) in the opinion of the registry administrator -
(i) proposes or is charged with proposing patronage of, or any association with, the Government of Seychelles or the government of any other country; or restriction of company names
(i) is in any way offensive, misleading, objectionable or contrary to public policy or the public interest.
27.

Rights and interests in names

(1) Nothing in this Part requires the registrar, when deciding whether to incorporate, continue or convert a company under a name, to register a change of name or to order a change of name, to-.
(a) make a determination as to the interest of a person in a name or the rights of a person in a name or the use of a name, whether the interest or rights are to arise under the law of Seychelles or under a law in a jurisdiction other than Seychelles; or
(b) the taking into account of trade marks or equivalent rights, whether registered in Seychelles or in a country other than Seychelles.
(2) Subsection (1) does not prevent the Registrar from taking into account all the matters mentioned in that subsection in deciding whether, in his opinion, the registration of a business name is unlawful or contrary to public policy or the public interest.
(3) The registration of a company under this Act under a corporate name does not give the company any interest or right in the name that 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 given in any language; and
(b) if the name of a company is in English or French, it may include an additional name for foreign characters.
29.

Reservation of names

(1) Subject to this section, the Registrar may, on the application of a person authorized to provide international corporate services under the International Corporate Service Providers Act (Cap 275), reserve a name for 30 days for future adoption 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 the proposed company.
(3) After the expiry of the period of 30 days referred to in subsection (1), the Registrar may, on payment of the fee specified in Part II of the Second Schedule, for each period of 30 days thereafter, continue to reserve the name for future adoption by a company under this Act.
30.

Name change

(1) Subject to its memorandum and articles, a company may apply to the Registrar to change its name or its name for foreign persons by amending its memorandum and articles in accordance with sections 22 and 23.
(2) Where a company intends to change its name or foreign name, section 26 applies to the name under which the company intends to change its name.
(3) Where a company applies for a change of name or a change of name for foreign persons, the Registrar shall, subject to the provisions of the Company, carry out the following tasks
22 and 23, and if it is satisfied that the proposed new name or foreign name of the company complies with section 26 -
(a) enter the new name in the register in place of the former name; and
(b) issue to the Company a certificate of change of name.
31 -
(4) A change in the name of an entity under this section or sec.
(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 Company or render any legal proceedings by or against it defective, and any legal proceedings which might have been continued or instituted against it under its former name may be continued or instituted against it under its new name.
31.

power 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 section 25 or 26, the Registrar may-.
(a) within two years after that date, direct the company by notice in writing to make an application to change its name or name for foreign signs on or before a date specified in the notice, which date must be at least 30 days after the date of the notice; or
(b) apply 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 on such terms as the Court thinks fit.
(2) If a company that has received a notice under paragraph (1) (a) fails to apply on or before the date specified in the notice 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) Where the registrar assigns a new name to a company under subsection (2) or pursuant to an order of the court under subsection (1) (b), he shall-.
(a) enter the new name in the register in place of the previous name;
(b) issue to the Company a certificate of change of name;
and
(c) publish the change of name in the Official Journal.
(4) A company that fails to comply with a direction specified in this section within the period specified by the registrar under subsection (1) (a) commits an offence and is liable on conviction to a fine not exceeding $10. 000.
32.

Reuse of the company name

The Registrar may permit the re-use of business names in accordance with the Fifth Schedule.

PART IV - CAPACITIES AND POWERS OF THE COMPANY

33.

Capacities and powers

(1) Subject to this Act, any other written law and its bye-laws, a company shall, irrespective of the corporate benefit -.
(a) the full capacity to carry on or perform a business or activity, to perform an act or to enter into a transaction; and
(b) for the purposes of paragraph (a), the full rights, powers and privileges.
(2) Without limiting the generality of subsection (1), subject to its memorandum and articles, subsection (3) and section 48 (Prohibited bearer shares) , the powers of a company include the power to do any of the following
Capacity and powers
(a) issuing and redeeming shares and holding treasury shares;
(b) to grant options over unissued shares in the Company and treasury shares;
(c) issue securities convertible into shares;
(d) to provide financial assistance to a person in connection with the acquisition of its own shares;
(e) to issue bonds of any kind and to grant options, warrants and rights to purchase bonds;
(f) guarantee any liability or obligation of any person and secure any obligation by mortgage, pledge or other charge over any of its assets for that purpose; and
(g) to safeguard the assets of the Company for the benefit of the Company, its creditors and its members and, at the discretion of the Directors, any person having a direct or indirect interest in the Company.
(3) Subsections (a) , (b) , (c) and (d) of subsection (2) do not apply to a limited liability company.
(4) For the purposes of paragraph (2) (g), the Directors may cause the Company to transfer all of its assets in trust to one or more trustees, each of whom may be an individual, company, association, partnership, foundation or similar body, and in relation to the 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 any existing or subsequent creditor of the company in any property of the company shall not be affected by a transfer under subsection (4) and such rights or interests may be enforced against an acquirer on such a transfer.
34.

Validity of acts of the Company

(1) Subject to subsection (2), no act of a company and no transfer of an asset by or to a company is invalid 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 proceedings by a member or a director against the Company to restrain the doing of any act or the disposal of any 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 through members of the Company acting in a representative capacity, against the office holder or former directors or other officers of the Company for loss or damage caused by their wrongful act.
(3) This section applies to companies incorporated before, on or after the commencement of the Act, but this section does not affect the capacity of a former Act company in relation to anything done by it before the commencement of this section.
35.

Personal liability

(1) Subject to subsection (2), and subject to liability for his 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) is shown to have acted fraudulently or otherwise with malice aforethought; 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, every person transacting business in the name of or on behalf of the company shall be personally liable for the payment of all debts of the company agreed to be incurred during that time, and the person may be sued in that respect without any participation 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 shall not assert against a person dealing with the company, or against a person who has acquired assets, rights or interests from the company, that-.
(a) this Act or the Memorandum or Articles of Association of the Company have not been complied with;
(b) a person registered as a director in the Company's register of companies.
Directors -
(i) is not a director of the Company;
(i) has not been duly appointed as a director of the Company; or
(iii) is not authorised to exercise a power which a director of a company carrying on business of the kind carried on by the company is ordinarily authorised to exercise;
(c) a person employed by the Company as a director, employee or agent of the Company -
(i) has not been 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 kind carried on by the undertaking is ordinarily authorised to exercise;
(d) a person who is a director, employee or agent of the company exercising a power which a director, employee or agent of a company carrying on business of the kind carried on by the company is not normally authorised to exercise; or
(e) a document issued on behalf of a company by a director, employee or agent of the company with actual or common authority to issue the document is not valid or genuine unless the person has or ought by reason of his relationship with the company to have had knowledge of the matters referred to in any of sub-paragraphs (a) to (e).
(2) Paragraph (1) also applies if a person of the type referred to in paragraphs (b) through (e) of this subsection acts fraudulently or forges a document that appears to be signed on behalf of the corporation, unless the person dealing with the corporation or with a person who has acquired assets, rights, or interests from the corporation has actual knowledge of the fraud or forgery.
37.

Contracts in general

(1) A contract may be concluded by an undertaking as follows -
(a) a contract which, if made between individuals, is required by law to be made in writing by deed or seal, is validly made by a company as a deed or instrument under seal, if it is-
(i) sealed under the common seal of the Company and witnessed by a director of the Company or other person authorised by the Memorandum and Articles to witness the application of the seal of the Company; or
(i) expressed to be or shall be executed on behalf of the Company and expressed to be or shall otherwise make clear that it is intended to be an instrument and shall be signed by any person acting under the express or implied authority of the Company;
(b) a contract which, if made between individuals, would be required by law to be in writing and signed by the parties, may be made in writing by or on behalf of the company and signed by any person acting under the express or implied authority of the company; and
(c) a contract which, if made between individuals, would be valid although made orally and not limited to writing, may be made orally by or on behalf of the company by any person acting under the express or implied authority of the company.
(2) Any contract entered into under this section may be modified or performed in the same manner as authorized by this section.
(3) A contract made under this section shall be valid and binding on the company and its successors and all other parties to the contract, their heirs, executors or administrators.
38.

Pre-incorporation agreements

(1) A person who enters into a contract in the name of, or on behalf of, a company before the company is incorporated is personally bound by, liable for and entitled to the benefits of the contract unless -.
(a) the contract expressly provides otherwise; or
(b) except as otherwise provided in the Agreement, the Company ratifies the Agreement pursuant to paragraph (2) .
(2) A company may, by any act or deed expressing its intention to be bound by a contract made in its name or on its behalf before incorporation, ratify the contract after incorporation of the company.
(3) When an entity ratifies a contract under 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 become a party to it at the date of the contract; and
(b) subject to any provision of the Contract to the contrary, the person who acted in the name of or on behalf of the Company ceases to be personally bound by, liable under or entitled to the benefits of the Contract.
39.

Powers of attorney

(1) Subject to its articles, a company may, by a document in writing, appoint a person to be its agent either generally or in relation to a particular matter.
(2) The Company shall be bound by the act of an attorney appointed under subsection (1) under the instrument appointing him.
(3) A certificate of appointment of a lawyer under subsection (1) may either-.
(a) executed as 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. An undertaking which has a common seal shall have its name in legible characters on that seal.
3. An undertaking which has a common seal may have duplicate common seals.
41.

Authentication or authentication

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

PART V - SHARES PART I - GENERAL INFORMATION

42.

Type of shares

A share in a company is movable property.
43.

Share rights

(1) Subject to subsections (2) and (3), a share in a company confers on the holder-.
(a) the right to vote at a meeting of the members of the Company or on a resolution of the members of the Company;
(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 authorised in its memorandum under section 15, but subject to section 48 (bearer shares prohibited) , a company shall-.
(a) may issue more than one class of shares; and
(b) may issue shares on terms which abrogate, vary or add to the rights referred to in paragraph (1).
(3) Without limiting the generality of subsection (2) (b), but subject to section 48 (bearer shares prohibited) , shares in a company-
(a) subject to the provisions of this Act, be repayable;
(b) not to transfer any rights or preferences to distributions;
(c) confer special, limited or contingent rights, including voting rights;
(d) not confer the right to vote;
(e) have an interest only in certain assets of the entity;
(f) if issued or converted into one class or series, may be converted into another class or series in the manner set forth in the Articles of Incorporation.
44.

Distinguishing numbers

The shares of a company having a capital stock divided into shares shall each be designated by an appropriate number, except that if at any time all the issued shares of the company or all the issued shares of the company of a particular class are fully paid and have in all respects the same rights, none of such shares need have a separate number.
45.

share series

Subject to the Memorandum and Articles, a company may issue a class of shares in one or more series.
46.

Nominal value and no-par value shares

(1) Subject to the articles of association of a company and subsection (2), a share may be issued as par value shares or as no-par value shares.
(2) A company does not have a share capital that consists of shares that include par value shares and no-par value shares.
(3) Subject to the articles of association 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 shares.
(2) Unless otherwise provided in the articles of a company, a fractional share shall be subject to the corresponding fractional liabilities (whether in respect of par value, premium, contribution, 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 expression -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 purported to be issued before the commencement of the Act.
3. The nominal value of a par value share may be expressed in an amount equal 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 exchange a registered share for a bearer share; or
(d) convert all other securities into bearer shares or exchange other securities for bearer shares.

Subsection II - Issue of shares

49.

issue of shares

Subject to this Act and its Articles, 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 and conditions as the directors may determine.
50.

Consideration for shares

(1) Subject to subsections (2) and (3), a share may be issued for consideration in any form, including money, a promissory note or other written undertaking 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 section 55, the consideration for a par value share shall not be less than the par value of the share.
(3) Except as otherwise provided in its memorandum or articles of association, a company - may
(a) issue bonus shares, partly paid shares and unpaid shares; and
(b) accept payment of the 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 in contravention of subsection (2), the person to whom the share is issued shall be liable to pay to the Company an amount equal to the difference between the issue price and the nominal value.
5. Where a nominal value company issues a nominal value share, the consideration for the share shall be the nominal value of the share capital and the excess shall be the surplus.
(6) Subject to any limitations in its memorandum or articles of association, where a company issues a no par value share, the consideration for the share shall constitute share capital to such extent as the directors may determine and the surplus shall constitute surplus, except that the directors shall determine an amount of the consideration to be share capital at least equal to the amount to which the share is entitled as a preference, if any, in the assets of the company on its winding up.
51.

Provision for different amounts payable on shares

A company, if authorized to do so by its articles of incorporation, may -.
(a) make provision for the issue of shares against a difference between the shareholders in the amount and timing of payments of calls or instalments payable on their shares;
(b) to accept from any Shareholder the whole or any part of any amount remaining unpaid on Shares held by him notwithstanding that no part of such amount has been claimed or is due; and
(c) pay distributions in proportion to the amount paid up for each share if a higher amount is paid up for some shares than for others.
52.

Shares issued for consideration other than cash

(1) Prior to the issue of shares for consideration other than cash
(in whole or in part(s) , the Directors shall pass a resolution on -.
(a) the amount to be credited for the issue of the shares;
(b) its determination of the fair value of the non-cash consideration for the issue; and
(c) that, in its opinion, the present value of the non-cash consideration and the 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 issue

A share is deemed to be 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 which is -
(a) increases a person's liability to the company; or
(b) imposes a new liability on any person to the Company shall be 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, -issuance at discount, in relation to a par value share, means issuance for consideration less than the par value of the share.
(2) Subject to the provisions of this section, it shall be lawful for a par value company to issue at a discount shares in the company of a class already in issue.
(3) No shares may be issued at a discount under subsection (2).
unless -
(a) the proposed issue of the shares at a discount was -
(i) approved by resolution of the members of the Company; and
(i) be punished by the court;
(b) they are shares of nominal value;
(c) the resolution sets the maximum discount rate at which the shares are to be issued;
(d) at least one year at the date of issue has elapsed 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 after the date on which the issue is authorised by the court or within such extended period as the court may allow.
(4) Where a company has passed a resolution authorising the issue of shares at a discount, it may apply to the court for an order authorising the issue.
(5) On application to the Tribunal under subsection (4), the Tribunal may, if it considers it appropriate having regard to all the circumstances of the case, make an order approving the question on such terms as it considers appropriate.
(6) A company that contravenes subsection (3) commits an offence and is liable on conviction to a fine not exceeding $25. 000.
56.

Authority of the company to pay commissions

(1) A company shall have the power, and shall be deemed always to have had the power, to pay to a person a commission in consideration for his subscribing or agreeing to subscribe (absolutely or conditionally) for shares in the company or for procuring or agreeing to subscribe (absolutely or conditionally) for shares in the company if the payment of the commission is authorised by the articles of the company.
(2) A salesman, promoter or other person who receives payment in money or shares from a company shall have power to apply any part of the money or shares so received as payment of a commission, the payment of which, if made directly by the company, would have been lawful under subsection (1).
57.

Subscription right

(1) Subsections (2) to (4) apply to a company where the memorandum or articles of association of the company expressly provide that this section applies to the company, but not otherwise.
(2) Before the issue of shares which are equivalent in voting or distribution rights or both 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 are preserved.
(3) Shares offered to existing shareholders under paragraph (2) shall be offered at the price and on the terms on which the shares are to be offered to other persons.
(4) An offer under subsection (2) must remain open for acceptance for a period of at least 21 days.
(5) Nothing in this section shall prevent the memorandum or articles of a company from amending the provisions of this section or from making any other provision in relation to pre-emption rights.
58.

Share certificates

(1) A company shall specify in its articles the circumstances, if any, in which share certificates are to be issued.
(2) If a company issues share certificates, the certificates -
(a) shall, 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 have been 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 restrictions or limitations 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 a deceased member's interest in a company by the deceased member's personal representative, even though the personal representative is not a member of the company, is as valid as if the personal representative had been a member at the time the instrument of transfer was executed.
61.

Transfer by operation of law

Shares in a company may be transferred by operation of law, notwithstanding any provision to the contrary in the memorandum or articles of association of the company.
62.

transfer of shares

(1) Subject to subsections (2) and (3) and section 66, registered shares in a company shall be transferred by a written instrument of transfer-.
(a) signed by the transferor;
(b) signed by the transferee; and
(c) with the name and address of the transferee.
(2) Where expressly permitted by the memorandum or articles of association of a company, but subject to paragraph (3) , the registered shares of the company shall be transferred by a written instrument of transfer signed by the transferor and 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 instrument of transfer shall be signed by the transferee (as well as by the transferor) where -
(a) the share is not fully paid up; or
(b) registration as the holder of the share otherwise gives rise to liability of the transferee to the company.
(4) The deed of transfer of a registered share shall be sent to the Company for registration.
(5) Subject to its articles of association and section 63, the company shall, on receipt of an instrument of transfer, enter the name of the transferee of the share in the register of members unless the directors resolve 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 shall not pass a resolution refusing or delaying the registration of a transfer unless this Act or the articles permit them to do so.
(2) If the directors pass a resolution under subsection (1), the company shall as soon as practicable give written notice of the refusal or delay to the transferor and the transferee.
(3) Subject to the memorandum or articles of a company, the directors may refuse or delay the registration of a transfer of shares if the transferor has not paid any amount due in respect of those shares.
(4) Notwithstanding anything contained in the articles, but subject to section 66, a company shall not register a transfer of shares in the company unless a written instrument of transfer has been delivered to it in accordance with subsection (1) of section 62.
64.

Loss of the deed of transfer

If the directors of a company are satisfied that a deed of transfer in respect of registered shares has been signed but that the deed has been lost or destroyed, they may resolve to -
(a) accept such evidence of transfer of the shares as they consider appropriate; and
(b) that the name of the transferee should be entered in the Register of Members notwithstanding the absence of the instrument of transfer.
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 through clearing houses and investment firms

(1) In this section -
(a) -approved rules means the rules and procedures of a clearing agency, a recognized foreign clearing agency, a securities facility or a recognized foreign securities facility relating to the transfer of ownership of securities that have been approved in writing by the Authority under the Agreement.
Securities Act or by a recognized foreign regulatory authority;
(b) -clearing agency means a licensed clearing agency.
under the Securities Act;
(c) -recognized foreign clearing agency means an entity licensed by a recognized foreign regulatory authority whose licensed business includes the provision of clearing or settlement services or both with respect to securities transactions;
(d) -recognized foreign regulatory authority means as a
defined in the Securities Act;
(e) -recognized foreign securities facility means an entity licensed by a recognized foreign regulatory 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 as
defined in the Securities Act;
(g) -securities facility means a securities lending facility authorised under the Securities Act; and
(h) -Seychelles Securities Exchange means a licensed
Securities Exchange under the Securities Act.
(2) Subject to subsection (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 to 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 cleared through a clearing agency, a recognized foreign clearing agency, a securities facility, or a recognized foreign securities facility shall be a transfer in accordance with the approved rules.
(4) Subsection (3) is without prejudice to the right of a person to apply to the court for a declaration or other order in respect of the ownership or transfer of securities.

Subsection IV - Distributions

67.

Meaning of a solvency test

(1) For the purposes of this Act, an undertaking satisfies the solvency test if -.
(a) the entity is able to pay its debts as 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 is
in excess of the value of their liabilities, the directors -
(a) must take into account -
(i) the entity's most recent financial statements; and
(i) any other circumstances of 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 valuations of assets or estimates of liabilities that are reasonable in the circumstances.
(3) This section applies to cells and cores of protected cell companies as if references to companies were references to cells or cores of protected cell companies.
68.

Meaning of distribution

(1) In this Act, but subject to the provisions of this Part,
distribution, in relation to a distribution by an entity to a member, means - -
(a) the transfer, directly or indirectly, to or for the benefit of the member of an asset other than the company's own shares; or
(b) the incurrence of a liability to or for the benefit of a member in respect of shares held by a shareholder or entitlement to distributions.
of a member who is not a shareholder and whether, through the purchase of
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 company during and for the purposes of insolvency proceedings; or
(c) a distribution of assets to members of a cell of a protected cell company during and for the purpose of terminating the cell.
69.

Meaning of dividend

(1) In this Act, -dividend means any distribution of the assets of a company to its members, other than distributions over -
(a) an issue of shares as fully or partly paid bonus shares;
(b) a redemption or purchase of the Company's own shares or financial assistance for a purchase of its own shares;
(c) a reduction in the share capital.
(2) For the avoidance of doubt, a dividend may be paid in cash or other property.
70.

Distributions

(1) Subject to this subsection and to any other requirements imposed by the memorandum or articles of association of the company, the directors of a company (other than a company with protected cells) may by resolution authorise a distribution by the company to members at such time and in such amount as they think fit if they are satisfied on reasonable grounds that the company will satisfy the solvency test immediately after the distribution.
(2) A resolution of the directors under subsection (1) must include a statement that, in the opinion of the directors, the company meets the solvency test immediately after the distribution.
71.

Cellular and non-cellular distributions by proprietary cell company

(1) Subject to section 72 and any other requirements arising under 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 satisfy the solvency test as applied under paragraph (2).
(2) In determining whether a protected cell company meets the solvency test under paragraph (1) for the purpose of making a cellular distribution in respect of a cell, no account shall be taken of-.
(a) the assets and liabilities that are attributable to another cell of the entity; or
(b) non-cellular assets and liabilities of the entity.
(3) Subject to section 72 and any other requirements arising under 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 satisfied on reasonable grounds that the protected cell company will satisfy the solvency test as applicable under paragraph (4) immediately after the distribution.
(4) In determining whether a protected cell company satisfies the solvency test in paragraph (3) for the purpose of making a non-cellular distribution, the assets and liabilities of a cell of the protected cell company shall not be taken into account except in the case of a liability under subsection IV of Part XIII by which the non-cellular assets of the protected cell company may be used to satisfy a liability to which a cell of a protected cell company is entitled.
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 received the distribution or the benefit of the distribution (if any) otherwise than in good faith and without knowledge that the entity 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.
(2) 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 protection cell company, section 71, shall be personally liable to the company to repay to the company any part of the distribution which is not recoverable from the members.
(3) If, in an action against a director or member under this section, the court finds that the company could have met the solvency test by making a smaller distribution, the court may-.
(a) allow the member to remain; or
(b) the Director from liability in respect of an amount equal to the value of a distribution which might properly have been made.

Subsection V - Redemption and acquisition of treasury shares

73.

The Company may redeem or purchase its own shares

(1) Subject to sections 70 and 71, a company may hold treasury shares in accordance with -
(a) sections 74, 75 and 76; or
(b) such other provisions for the redemption, purchase or other acquisition of treasury shares as may be specified in the articles of association or in a written agreement between the company and the or each shareholder concerned.
The Company may redeem or purchase its own shares.
(2) Where a company may redeem, purchase or otherwise acquire its own shares otherwise than in accordance with sections 74, 75 and 76, it shall not redeem, purchase or otherwise acquire the shares without the consent of the member whose shares are to be redeemed, purchased or otherwise acquired unless the company is entitled under the memorandum or articles to purchase, 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 shall not redeem its shares if, as a result of the redemption, the company would have no members.
(5) A company may not redeem a share unless it is fully paid up.
(6) If sections 74, 75 and 76 are repealed or amended by provisions relating to the redemption, purchase or other acquisition of treasury shares set out in a written agreement between the company and a shareholder (referred to in this subsection as a -Redemption Agreement) and there is an inconsistency between the Redemption Agreement and the memorandum and articles of association of the company in relation to the redemption, purchase or other acquisition of treasury shares, that inconsistency shall be resolved as follows-.
(a) if the redemption agreement contains a term to the effect that the redemption agreement prevails if it is inconsistent with the memorandum and articles of association of the company, the redemption agreement prevails.
(b) if the Redemption Agreement does not contain a provision that the Redemption Agreement prevails, to the extent that it is inconsistent with the Memorandum and Articles of Association of the Company, the Memorandum and Articles of Association prevail.
74.

Procedure for the cancellation or acquisition of own shares

(1) The directors of a company may make an offer to redeem, purchase or otherwise acquire shares in the company if the offer is to -
(a) an offer to all shareholders to repurchase, purchase or otherwise acquire shares issued by the Company that are -
(i) if adopted, 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 repurchase, purchase or otherwise acquire shares from one or more shareholders -
(i) to which all shareholders have consented in writing; or
(i) permitted by the memorandum or statute and made in accordance with section 75.
(2) If an offer is made under paragraph (1) (a) -, the
(a) the offer may also enable the company to repurchase, purchase or otherwise acquire additional shares from a shareholder to the extent that another shareholder does not accept the offer or accepts the offer only in part; and
(b) If the number of additional shares exceeds the number of shares that the Company is entitled to redeem, purchase or otherwise acquire, the number of additional shares shall be reduced appropriately.
(3) This section does not apply to an undertaking to the extent that it negates, modifies or is inconsistent with the provisions relating to the cancellation, acquisition or other purchase of its own shares under -.
(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 Section 74 (1) no. (b)

(1) The directors of a company shall not make an offer under clause (i) of sub-section (b) of section 74(1) to one or more shareholders unless they have passed 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)
(b) the terms of the offer and the consideration offered for the shares are fair and reasonable to the Company and the other shareholders.
(2) A decision under subsection (1) shall state the reasons therefor.
for the opinion of the directors.
(3) The directors may not make an offer under subsection 74(1)(b)(i) to one or more shareholders if, after the resolution is passed under subsection (1) and before the offer is made, they fail to make the representations referred to in subsection (1).
(4) A shareholder may apply to the court for an order stopping the proposed purchase, redemption or other acquisition of shares under subsection (1).
74(1) (b) (i) on the grounds that -.
(a) the redemption, 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 to the company or the other shareholders.
(5) This section does not apply to an undertaking to the extent that it negates, modifies or is inconsistent with any provision relating to the cancellation, acquisition or other purchase of its own shares.
(a) the memorandum or articles of association of the company; or
(b) a written agreement between the company and the shareholder.
76.

Shares redeemed at the option of a shareholder

(1) If a share is redeemable at the option of the shareholder and the shareholder duly notifies 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 separate share in accordance with section.
78, the share shall be deemed to have been cancelled 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 at a particular time -
(a) The Company will cancel the share at that time;
(b) unless the share is held as a separate share in accordance with section.
78, the share shall be deemed to have been cancelled 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) Sections 74 and 75 shall not apply to the redemption of a unit by a company under subsection (1) or (2).
(4) This section does not apply to a company to the extent that it is negated, modified or inconsistent with the provisions relating to the cancellation of its shares under -.
(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 an undertaking of one or more of its own shares shall not be considered to be a distribution if: - it is not a distribution of its own shares; or
(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 not deemed to be a distribution.
(c) the Company redeems, purchases or otherwise acquires the Shares pursuant to the provisions of clause (1).
78.

Own shares

(1) A company may hold shares that have been cancelled, purchased or otherwise acquired under section 73 as treasury shares if-.
(a) the memorandum or articles of association of the company do not prohibit it from holding its own shares;
(b) the directors resolve that shares to be repurchased, purchased or otherwise acquired shall be held as treasury shares; and
(c) the number of shares purchased, cancelled or otherwise acquired, together with shares of the same class already held by the Company, does not exceed fifty per cent of the shares of that class previously issued by the Company, excluding shares which have been cancelled.
(2) All rights and obligations attaching to a treasury share shall be suspended and shall not be exercised by or against the Company so long as it holds the share as a treasury share.
79.

Transfer of own shares

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

PART VI - Amendment of the capital

80.

Change in the capital of nominal value companies

(1) Subject to subsections (2) , (3) and (4) , section 83 and its bye-laws, a par value company may -
(a) amend its memorandum in accordance with subsection III.
of Part II to amend the authorized capital;
(b) increase its share capital by creating new shares to the extent it deems appropriate;
(c) consolidate all or any of its shares (whether or not issued) into a smaller number of shares of a higher nominal value than its existing shares;
(d) to divide all or part of its shares into a larger number of shares with a smaller nominal value than its existing shares; and
(e) change the currency denomination of its share capital or of any other class of its share capital.
(2) A division or combination of par value shares, including issued shares, of a class or series shall be made into a larger or smaller number of shares of the same class or series.
(3) If par value shares are divided or combined under this section, the aggregate par value of the new shares must equal the aggregate par value of the original shares.
(4) To the extent that it is a change in the authorized capital of the Company or its composition, paragraphs (b) through (e) of subsection (1) are subject to paragraph (a) of subsection (1) .
81.

Change in the capital of no-par-value companies

(1) Subject to subsections (2) and (3) of section 83 and its bye-laws, a company of no par value-.
(a) amend its memorandum under sub-section III of Part II to vary its authorised capital, including increasing or decreasing the number of shares it is authorised to issue;
(b) to combine all or any of its shares (whether or not issued) into a smaller number of shares; and
(c) to divide all or any of its shares (whether or not issued) into a larger number of shares.
(2) A division or combination of no-par value shares, including issued shares, of a class or series shall be made into a larger or smaller number of shares of the same class or series.
(3) To the extent that it is a change in the authorized capital of the Company or its composition, paragraphs (b) and (c) of subsection (1) are subject to paragraph (a) of subsection (1) .
82.

forfeiture of shares

(1) Save as otherwise provided in the memorandum and articles of association, a company may -
(a) in accordance with this section, causes any of its shares issued otherwise than fully paid to be forfeited for failure to pay an amount due and payable; or
(b) accept the cancellation of those shares rather than forfeit them.
(2) Notwithstanding anything to the contrary contained in the Memorandum or in the terms and conditions of issue of shares of this Company, a share shall not be forfeited unless written notice of forfeiture has been served on the member who is in default in the payment of the share.
(3) The written notice of forfeiture referred to in subsection (2) must specify 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 must contain a statement that, in the event of non-payment on or before the date specified in the notice, the shares or any of them in respect of which payment is not made may be forfeited.
(4) Where a written notice of forfeiture has been issued under this section and the requirements of the notice have not been complied with, the directors may at any time before the offer of payment forfeit and cancel the shares to which the notice relates.
(5) The Company shall not be bound to refund any moneys to the member whose shares have been cancelled under paragraph (4) and such member shall be discharged from any further liability to the Company.
83.

Reduction of the share capital

(1) Subject to this subsection and to any provision in the articles to the contrary, a company having a share capital may by special resolution reduce its share capital in any respect.
(2) In particular, and without prejudice to the generality of subsection (1), the Company may -.
(a) to cancel or reduce the liability for any of its shares in respect of any unpaid share capital;
(b) with or without cancellation or reduction of liability for any of its shares -
(i) cancel a paid-up share capital that is lost or not represented by available assets; or
(i) 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 share capital of a company shall not require confirmation by the court if the directors of the company pass a resolution approving the reduction if they are satisfied on reasonable grounds that the company will satisfy the solvency test immediately after the reduction.
(4) A resolution of the directors under subsection (3) must include a statement that, in the opinion of the directors, the company meets the solvency test immediately after the reduction in share capital.
(5) Any director who makes a declaration under subsection (4) that the company meets the solvency requirement without having reasonable grounds for making that declaration commits an offence and is liable on conviction to a fine not exceeding $25,000.
(6) The provisions of this section shall not apply in relation to a unit trust (within the meaning of the Unit Trusts and Hedge Funds Act) or to any other company redeeming any of its units under and in accordance with the section.
84.

Action before the Court of First Instance for confirmation of the order for confirmation

(1) Subject to subsection (2), a company which has passed a special resolution to reduce its share capital may apply to the court for an order confirming the reduction.
(2) Where a company has passed a special resolution to reduce its share capital, it shall apply to the court for an order confirming the reduction if - it has not passed a special resolution to reduce its share capital
(a) a resolution of the directors has not been passed in accordance with section 83(3); or
(b) the company's articles of association stipulate that a reduction in the company's share capital is subject to confirmation by the court.
(3) If the proposed reduction of the share capital includes the following -
(a) a reduction in liability in respect of an unpaid amount in respect of a share; or
(b) the payment of any paid-up capital to a member, and in any other case if the court so orders, paragraphs (4) , (5) and (6) shall have effect, subject however to paragraph (7) in its entirety .
(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 in 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 who are entitled to lodge an objection and, for this purpose -
(a) establishes, as far as possible without application by any creditor, the names of such creditors and the nature and amount of their debts or claims; and
(b) may order the publication of notices specifying a day or days within which creditors not on the list are to claim to do so or to be excluded from the right to object to the reduction of capital.
(6) If a creditor entered in the list under subsection (5) whose claim or demand has not been paid or determined does not consent 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) the following amount-.
(a) if the entity admits, or, although it does not admit it, agrees to provide, the full amount of the liability or receivable;
(b) if the Company does not admit and is unwilling to provide for the full amount of the debt or claim, or if the amount is uncertain or undetermined, then an amount determined by the court after inquiry and judgment.
(7) Where a proposed reduction of capital has the effect either of reducing a liability for unpaid capital or of paying paid-up capital to a shareholder, the court may, having regard to such special circumstances of the case as it thinks fit, order that subsections (4) to (6) do not apply to a class or class of creditors.
85.

Order confirming the reduction

(1) The court, if satisfied with any creditor of the company entitled under section 84 to object to the reduction of the share capital, that either-.
(a) the creditor's consent to the reduction has been obtained;
or
(b) the creditor's debt or claim has been discharged or has been determined or secured, may make an order confirming the reduction of the share capital on such terms as he thinks fit.
(2) If the Tribunal so directs, it may also make an order requiring the company to publish the reasons for the reduction of capital or such other information relating thereto as the Tribunal thinks fit to give to the public adequate notice and, if the Tribunal thinks fit, the reasons which led to the reduction.
86.

Registration of the order and the protocol of reduction

(1) Does the court uphold the reduction of a company's share?
Capital delivered by the company to the registrar -
(a) the decision of the court confirming the reduction; and
(b) a record, approved by the court, containing the information on the undertaking referred to in paragraph 2.
(2) The information to which subsection (1) applies 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 company with a nominal value, the amount of each share;
(c) in the case of a nominal value company, the amount (if any) at the time of registration of the order and the minute under paragraph (3) , which remains paid up on each share issued; and
(d) in the case of a company of no par value, the amount (if any) unpaid on the shares in issue.
(3) The Registrar shall register the resolution and the minutes, whereupon the resolution to reduce the share capital confirmed by the resolution shall take effect.
(4) The registrar shall certify the registration of the order and the record and this certificate -.
(a) shall be signed by the Registrar and sealed with the Registrar's seal;
(b) is conclusive evidence that all the requirements of this Act relating to the reduction of share capital have been complied with and that the share capital of the Company is as stated in the Minutes.
(5) The registered minutes shall be deemed to replace the relevant part of the memorandum and articles of association.
87.

Liability of members for reduced shares

(1) In the case of a reduction of capital, a former or present member of the company shall not be liable for any share of a call or contribution in excess of the amount representing the difference between the amount of the share specified in the minutes and the amount paid or the reduced amount deemed to be paid on the shares.
(2) If a creditor who is entitled to object to the reduction of the share capital is not entered on the list of creditors because of his ignorance of the procedure for the reduction or of its nature and effect on his debt or claim and the company is unable to pay the amount of his debt or claim after the reduction, then -.
(a) every person who was a member of the Company at the date of registration of the Order for Reduction and the Minutes shall be liable to contribute towards the payment of such debt or to claim an amount not exceeding the amount which he would have been liable to contribute if the Company had commenced winding up on the day before the said date; and
(b) if the Company is being wound up, the Court may, on the application of any such creditor and the aforesaid proof of his ignorance, if it thinks fit, determine a list of the persons so liable to contribute accordingly and in a winding up make and enforce calls and orders on the contributories.
(3) Nothing in this section affects the rights of contributories as between themselves.
88.

Penalty for concealing the name of the creditor, etc.

If a senior officer of the Company is involved in relation to an application to the
The court in this subsection -
(a) wilfully conceals the name of any creditor 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) aids, abets, or is privy to such concealment or misrepresentation the officer is guilty and liable on conviction to a fine not exceeding $25,000.

Subsection VII Security over shares

89.

Interpretation

In this subsection, -pledge means any form of security interest,
including without limitation -
(a) a lien;
(b) a fee; or
(c) a pledge over one or more shares of a company, other than interest arising from the business and pledged, pledgee and pledgor shall be construed accordingly.
90.

right to pledge shares

Subject to -
(a) the provisions of the memorandum or articles of association of a company;
and
(b) any other prior written agreement of the Shareholder,
91.

Form of pledge of shares

(1) A pledge of shares in a company must be signed in writing by or with the authority of the shareholder whose name is entered in the company's register of companies as the holder of the share to which the pledge relates.
(2) A pledge of shares in a company need not be in a particular form, but must clearly state -
(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 governing law of a pledge of shares in a company is the law of Seychelles, the pledge shall, in the event of a default by the pledgee under the terms of the pledge, be entitled to the following remedies-.
(a) subject to any restrictions or provisions to the contrary in the instrument creating the pledge, the right to sell the shares;
(b) subject to any limitations or provisions to the contrary in the instrument creating the pledge, the right to -
(i) Voting of Shares;
(i) distributions received in respect of the shares; and
(iii) exercise any other rights and powers of the Pledgor in respect of the Shares,
until such time as the pledge has been 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 of Shares;
(i) distributions received in respect of the shares; and
(iii) exercise any other rights and powers of the Pledgor in respect of the Shares,
until such time as the pledge is fulfilled.
(2) Subject to subsection (3), the remedies referred to in that subsection shall be
(1) are only exercisable when -
(a) a default has occurred and is continuing for a period of not less than thirty days or such shorter period as may be specified in the instrument creating the pledge; and
(b) the default has not been remedied within fourteen days or such shorter period as may be specified in the instrument creating the lien from the service of the notice specifying the default and requiring its remedy.
(3) Where a pledge of shares in a company is governed by the law of Seychelles, if the instrument creating the pledge so provides, the remedies referred to in paragraph (1) shall be immediately exercisable on the occurrence of a default.
(4) Except as otherwise restricted or provided in the pledge instrument, the remedies referred to in subsection (1) apply without a court order.
93.

Exercise of power of sale under Seychelles law Pledge of shares

(1) Notwithstanding anything to the contrary contained in the instrument pledging shares under the laws of Seychelles in the event that a pledgee exercises its right of sale under section 92(1)(a). (a), the sale shall be made at -.
(a) open market value at the time of sale; or
(b) the best price reasonably obtainable if there is no open market value at the time of sale.
(2) Except as otherwise provided in the instrument pledging shares governed by the laws of Seychelles, a sale under subsection (1) may be conducted in any manner, including by private sale or public auction.
94.

Pledging of shares under foreign law

Where the law applicable to the pledge of shares in a company is not the law of the Seychelles -
(a) the pledge must comply with the requirements of its applicable law in order 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 of Association and this Act.
95.

The use of enforcement funds

Except as otherwise provided in the instrument pledging shares of a company, all amounts resulting from the execution of the pledge shall be appropriated as follows-.
(a) first, to cover the costs incurred in enforcing the lien;
(b) secondly, when the amounts secured by the pledge are discharged;
and
(c) thirdly, on payment of any balance due to the pledgor.
96.

Annotation and submission of the register of members

(1) On the written request of a shareholder who has created a lien on shares of a company, the company shall enter or cause to be 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 the name are entered in the register of members.
(2) A copy of the register of members of a company annotated under subsection (1) may be filed by the company with the registrar under section 349.

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

97.

Conversion of shares in par 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) may only be exercised by converting all of the following
convert the Company's shares into no-par value shares;
(b) only by a special resolution of the Company and, if there is more than one class of shares in issue, with the sanction of a special resolution passed 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 further no-par value 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) Upon the conversion of its shares under this section, the Company shall -.
(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 on the shares of that class; and
(b) transfers any amount attributable to the credit of a premium or capital reserve to the specified capital account for the class of shares that would have been issued if that amount had been.
Conversion of shares in par value companies
used to pay up unissued shares issued to members as fully paid bonus shares.
(5) On the conversion of shares of a company under this section, any amount unpaid on a share immediately before the conversion shall be payable on demand or maturity.
98.

Conversion of shares in no-par-value companies

(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) may 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, if there is more than one class of shares in issue, with the sanction of a special resolution passed 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 were conferred on the holder before the conversion; and
(b) has a nominal value specified in the special resolution of the Company not exceeding the amount equal to the credit of the stated capital account for that class divided by the number of shares of that class in issue.
(4) The special resolution of the company shall make such amendments to the memorandum and articles of association as may be necessary in the circumstances.
(5) Upon the conversion of its shares under this section, the Company shall-.
(a) to the extent that the amount standing to the credit of the stated capital is the same for each class of share
the aggregate par value of the shares of the class into which such shares are converted and transfer the amount to the share capital account; and
(b) to the extent (if any) that the amount exceeds that aggregate nominal amount, transferred to the share premium account for that class.
(6) On the conversion of shares of a company under this section, any amount unpaid on a share immediately before the conversion shall be payable on demand or maturity.

PART VI - MEMBERSHIP PART I - Members

99.

Minimum number of members

(1) Subject to subsection (2), a company must at all times have one or more members.
(2) Subsection (1) does not apply to the period from the incorporation of the company to the appointment of the first directors.
100.

Requirement for the limited liability company and guarantee

In the case of a company limited by shares and guarantee, at least one of the members of the company is a guarantee member.
101.

Minors and disabled adults

(1) Subject to subsection (2) and unless prohibited by the memorandum or articles of a company, a minor or a disabled adult may be a member of a company.
(2) Unless the memorandum or bylaws of a corporation prohibit a minor or disabled adult from being a member of a corporation, no shares shall 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 with respect to the exercise of voting or other rights attached to the shares for and on behalf of the minor or disabled adult.
(3) Nothing in this section prevents shares in a company from being held by a person in a fiduciary or guardian capacity as a member for and on behalf of a minor or incapacitated adult.
Minimum number of members
Requirement for the limited liability company and guarantee
Minors and disabled people
shall-
(4) A representative and a trustee or guardian under Subsection (3) , (a) not be a minor or an incapacitated adult; and
(b) act in the best interest of the minor or incapacitated adult.
102.

Liability of members

(1) A member of a limited liability company shall not be liable as a member for the liabilities of the company.
(2) The liability of a shareholder towards the company as shareholder is limited to -
(a) any unpaid amount on a share held 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 under section 72(1). (3) The liability of a guarantor to the company, as a
Guarantee member, is limited to - -
(a) the amount to which the surety member is liable to contribute under the memorandum referred to in section 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 under section 72(1).
103.

Service for members

Any 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 any provision in the memorandum or articles of association, by personal delivery or by mail to each member at the address shown on the membership roster or, if the member consents, by and in accordance with the following provisions by the electronic means permitted by sections 364 and 365.

Subsection II - List of Members

104.

Membership Directory

(1) Subject to section 106, every 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 such of the following information as is 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 each person who is a surety member of the Company;
(d) the date on which the name of each member was entered in the register of members; and
(e) the date on which a person ceased to be a member.
(2) A company shall ensure that the information required to be maintained in its register of members under subsection (1) is accurate and up-to-date.
(3) The register of members may be kept in such form as the directors may approve, but if it is magnetic, electronic or other data storage, the company must be able to produce legible evidence of its contents.
(4) An entry relating 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 contravenes subsection (1) or (2) is liable to pay a penalty ofUS$500 and an additional penalty ofUS$50 for each day or part thereof that the contravention continues.
(6) A director who knowingly permits a violation under paragraph (1) or (2) is liable to pay a penalty of US$500 and an additional penalty of US$ 50 for each day or portion thereof that the violation continues.
105.

Type of register

(1) The register of members shall be prima facie evidence of all matters directed or permitted by this Act to be inserted in it.
(2) Without prejudice to the generality of subsection (1), the entry of a person's name in the register of members as the holder of an interest in a company is prima facie evidence that legal title to the interest belongs to that person.
(3) Subject to the memorandum or articles of association, a company shall treat the holder of a share who is registered in the company's register of companies as the only person entitled to-.
(a) exercise the voting rights attached to the share; (b) receive notices;
(c) receive a distribution in respect of the share; and
(d) exercise other rights and powers attaching to the share.
106.

Register of members of listed companies

(1) A listed company (within the meaning of the Securities Act) may apply in writing to the Registrar for permission to keep its register of members at a place in Seychelles other than its registered office.
(2) The Registrar may, in its discretion, approve or reject an application by a listed company under subsection (1) or impose such conditions as it considers appropriate to approve such an application.
(3) Where a listed company maintains its register of members at an approved place under subsection (1) , it shall-.
(a) not to change the place where it maintains its register of members without the prior written consent of the Registrar;
(b) within 14 days of the Registrar granting an approval under paragraph (1), notify its registered agent 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 register of members, notify 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) In lieu of complying with the requirement under paragraph (3) (d), a company may, with the prior written consent of the Registrar, provide its registered agent with electronic or other immediate access to its register of members on such terms and conditions as the Registrar considers appropriate.
(5) In the event that a listed company issues or may issue both certificated and uncertificated shares, it may, with the prior written consent of the Registrar and subject to such conditions as the Registrar thinks fit, maintain two sub-registers which together shall constitute the register of members of the company.
(6) A company that contravenes a requirement of this section is liable to a penalty of $500 and an additional penalty of $25 for each day, or part thereof, that the contravention continues.
(7) A director who knowingly permits an offence under this section is liable to a penalty of $500 and an additional penalty of $25 for each day or part thereof on which the offence continues.
107.

Consultation of the register 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 under subsection (1) is subject to such reasonable time or other restrictions as the company may impose by its articles or by resolution of the directors, but not less than 2 hours on any business day for inspection.
(3) A person with a right of inspection under subsection (1) is entitled to request a copy of, or an extract from, the society's register of members, and the society may charge a reasonable copying fee.
(4) If an examination under subsection (1) is refused or if a specimen document requested under subsection (3) is not provided within 21 working days after the request is made -.
(a) the entity commits an offence and is liable on conviction to a fine not exceeding $5,000; and
(b) the injured party may apply to the court for an order that he may inspect the register or that a copy of the register or an extract therefrom be made available to him.
(5) On an application under subsection (4), the Tribunal may make such orders as it thinks fit.
108.

Correction of the Register of Members

(1) If -
(a) information required to be entered in the register of members under section 104 is deleted from the register or entered incorrectly 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 aggrieved by the omission, inaccuracy or delay may apply to the court for an order rectifying the register.
2. On an application made pursuant to paragraph 1, the court or tribunal may -
(a) either refuse the application with or without costs to be borne by the applicant or order the rectification of the register and order the company to pay all the costs of the application and all the damages suffered by the applicant;
(b) determine any question relating to the right of a person participating in the proceedings to have his or her name entered in or removed from the register of members, whether the question arises between: -
(i) two or more members or purported members; or
(i) between one or more Members or purported Members and the Company; and
(c) otherwise resolve any matter necessary or expedient for the correction of the register of members.

Subsection III - General Meetings and Resolutions

109.

Resolution

(1) Except as otherwise provided in this Act or in the articles of a company, the exercise by the members of a company of any power conferred on them under this Act or the articles shall be by resolution -
(a) passed at a meeting of members held in accordance with this subsection; or
(b) is passed by way of a written resolution in accordance with section 122.
110.

Ordinary decisions

(1) Subject to section 111, a simple resolution of the members or a class of members of a company means a resolution passed by a simple majority.
2. A resolution passed on a show of hands at a meeting shall be adopted by a simple majority if it is passed by more than half of the members entitled to vote on the resolution in person or by proxy.
3. A decision on a vote taken at a meeting shall be taken by a simple majority if it is taken by members representing more than half of the total votes of members entitled to vote on the decision in person or by proxy.
(4) A written resolution shall be adopted by a simple majority if, in accordance with this subsection, it is adopted 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) Shareholders' votes are counted according to the votes attached 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 resolution on which it may vote.
(6) Anything that can be done by simple resolution can also be done by special resolution.
(7) Unless the context otherwise requires, a reference in this Act to a resolution of members means an ordinary resolution.
111.

Ordinary resolutions may be required to have a higher voting percentage

110 does not preclude the memorandum or articles of association of a company from providing that all or certain ordinary resolutions are to be passed by a majority vote greater than a simple majority.
112.

Special resolutions

(1) Subject to section 113, a special resolution of the members or a class of members of a company means a resolution passed by a majority of not less than two-thirds.
2. A resolution passed at a meeting shall be adopted by a two-thirds majority if it is passed by at least two-thirds of the members entitled to vote on the resolution in person or by proxy.
(3) A resolution on a vote taken at a meeting shall be passed by a two-thirds majority if it is passed by members representing at least two-thirds of the total votes of the members who, being entitled to do so, vote on the resolution in person or by proxy.
(4) A written resolution shall be adopted by a two-thirds majority vote if it is adopted in accordance with this subsection by members representing at least two-thirds of the total votes of the voting members.
113.

Special resolutions may be required to have a higher voting percentage

§ Section 112 does not preclude a company's memorandum or articles from providing that all or certain special resolutions must be passed by a majority of more than two-thirds of the votes.
114.

Convening of general meetings

(1) Subject to the constitution 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 convener of the meeting thinks fit.
(2) Subject to any restrictions in the articles of association of a company, any of the following persons may at any time convene a meeting of the members of the company -
(a) the directors of the company; or
(b) the person(s) authorized by the memorandum or bylaws to convene the meeting.
(3) Subject to any provision in the articles, the directors of a company shall convene a meeting of the members of the company if requested to do so in writing by the members entitled to exercise not less than twenty per cent of the voting rights.
(4) A written requisition under paragraph (3) shall state the object of the meeting, shall be signed by or on behalf of the requisitioning members and shall 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 requisitioning members.
(5) Subject to any provision in the memorandum or articles modifying a time limit referred to in this subsection, the applicant members or any of them representing more than half of the total voting rights of all the members may themselves convene a meeting if the directors fail to convene a meeting within 21 days after service of the written application under subsections (3) and (4) which is to be held within 2 months after that date but a meeting so called is not to be held after 3 months after that date.
(6) A meeting convened under this section by requisition of members shall be convened in the same manner, as nearly as may be, as that in which meetings are to be convened by the directors.
(7) Reasonable expenses incurred by the applicant members as a result of the directors' failure to convene a meeting shall be reimbursed to the applicant members by the company and the amounts reimbursed shall be retained by the company from amounts due or to become due from the company as fees or other remuneration for their services to the directors in default.
115.

Announcement of general meetings

(1) Subject to any requirement in the memorandum of association to give longer notice of a meeting of the members of a company, the persons whose names appear as members in the register of members at the time of giving notice of the meeting and who are entitled to vote at the meeting - shall give longer notice of the meeting to the persons whose names appear as members in the register of members at the time of giving notice of the meeting.
(a) in the case of a meeting for the purpose of passing a resolution, at least 21 days' notice in writing; and
(b) in the case of a meeting other than one referred to in paragraph (a), at least 7 days' notice in writing.
(2) Notwithstanding subsection (1) and subject to the articles, a meeting of members held in contravention of the notice requirement 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 any matter to be considered at the meeting have waived notice of the meeting and for that purpose the presence of a member at the meeting shall be deemed to be a waiver on his part.
(3) The accidental failure of the convener or conveners of a general meeting to give notice of the meeting to a member or the fact that a member has not received notice of the meeting shall not invalidate the meeting.
116.

Quorum

The quorum for a meeting of the members of a company for the purposes of a resolution of members shall be that fixed by the memorandum or articles of association, but, if no quorum is fixed, a meeting of members shall be duly constituted for all purposes if there are present at the commencement of the meeting members entitled to exercise not less than fifty per cent of the votes, in person or by proxy.
117.

Participation in the meeting by telephone or other electronic means

Subject to the constitution of a company, a member of the company shall be deemed to be present at a meeting of members if -.
(a) the member participates by telephone or other electronic means; and
(b) all members participating in the meeting are able to hear each other.
118.

Representation of the company body at meetings

(1) A body corporate, whether or not it is a company within the meaning of this Act, may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of a company, of a class of members of a company or of creditors of a company which it is entitled to attend.
(2) A person authorised under subsection (1) is entitled to exercise the same powers on behalf of the body corporate that the person represents as that body corporate 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 be present in person or by proxy at a meeting of members 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.

Authorized persons

(1) A member of a company shall be entitled by instrument in writing to appoint another person as his proxy to represent the member at any meeting of the company at which the member is entitled to attend and vote.
(2) If a proxy attends a meeting under subsection (1), the proxy may speak and vote on behalf of the member who appointed the proxy.
(3) This section applies to meetings of any kind of members as it applies to general meetings.
121.

Demand for surveys

(1) A provision in the memorandum or articles of association of a company shall be ineffective to the extent that it is either -
(a) exclude the right to demand a vote at a meeting of members or at a meeting of a group of members on any question other than the election of the chairman of the meeting or the adjournment of the meeting; or
(b) the requirement for a survey on such a question to be either -
(i) by at least 5 members who have 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 issue.
(2) A written instrument authorising a proxy to vote at such a meeting shall also be deemed to be a power of attorney to apply for or assist in applying for a
Survey; and for the purposes of subsection (1), a claim by a person as agent for a member is the same as a claim by the member.
(3) In the case of a vote 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 the votes he uses in the same way.
122.

Written consent of the members

(1) Subject to the Memorandum and Articles of Association of the Company, any act which may be done by members of a company at a general meeting or by a class of members may also be done by a resolution in writing passed by the members or by telex, telegram, cable or other written electronic communication without notice.
(2) A resolution under subsection (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 resolution under this section shall be deemed to have been passed 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 may order the meeting

(1) The court may order that a meeting of members be convened, held and conducted in such manner as the court may determine if it is of the opinion that-.
(a) it is impracticable for any reason to call or hold a meeting of the members of a company in the manner specified in this Act or in the company's articles; or
(b) it is in the interests of the members of the Society that a general meeting be held.
(2) An application for remission under subsection (1) may be made by a member or directors of the company.
(3) The court may make an order under subsection (1) on such terms, including the costs of holding the hearing and security for those costs, as it thinks fit.
(4) Where such an order is made, the court may make such ancillary or consequential orders as it thinks fit, and for that purpose may also make an order which shall be deemed to be a meeting.
124.

Resolution at the adjourned meeting

Where a resolution is passed at an adjourned meeting of the members or a class of members of a company, the resolution shall be treated for all purposes as if it had been passed on the day on which it was actually passed and shall not be deemed to have been passed earlier.
125.

The keeping of minutes and resolutions of 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 agreed to by its members; and
(d) copies of all written resolutions agreed to by any group of its members.
(2) The records referred to in subsection (1) (which in this subsection are referred to as -records and resolutions) shall be kept for at least seven years from the date of the meeting or the date of the written resolution, as applicable.
(3) A company that contravenes this section is liable to pay a penalty of $25 for each day or part thereof on which the contravention continues.
(4) A director who knowingly permits an offence under this section to continue is liable to a penalty of $25 for each day or part thereof on which the offence continues.
126.

Place of the minutes and decisions of the members

(1) A company shall keep its minutes and resolutions at such place within or outside Seychelles as the directors may determine.
(2) Where a company does not keep its minutes and resolutions at its registered office, it shall notify its registered agent 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 agent in writing of the actual address of the place where its minutes and resolutions are kept.
(4) A company that contravenes subsections (1) , (2) or (3) is liable to a penalty of $25 for each day or part thereof that the contravention continues.
(5) A director who knowingly permits a contravention under subsection (1) , (2) or (3) is liable to a fine of 25US$ for each day or part thereof during which the contravention continues.
127.

Inspection of the minutes and resolutions of the members

(1) A director of a company shall be entitled to audit the management of the company.
Minutes and resolutions free of charge.
(2) A member of a society shall be entitled to inspect, free of charge, minutes and resolutions of those groups of members to which he belongs.
(3) The right of a person to inspect under subsection (1) or (2) is subject to such reasonable time or other restrictions as the company may impose by its articles or by resolution of the directors, but not less than 2 hours on any business day, for inspection.
(4) A person with the right of inspection under subsection (1) or (2) is entitled to require a copy of the minutes and resolutions of the Corporation to which he is entitled, in which case the Corporation may charge a reasonable copying fee.
(5) If an examination under subsection (1) or (2) is refused or if a specimen document requested under subsection (4) is not provided within 21 working days after the application is made -.
(a) the entity commits an offence and is liable on conviction to a fine not exceeding US$5,000; and
(b) the aggrieved person may apply to the court for permission to inspect the minutes and decisions concerned or for a copy of those minutes and decisions to be made available to him.
(6) On an application under subsection (5), the court may make such order as it thinks fit.

PART VII - DIRECTORS

Subsection I - Management of undertakings

128.

Company 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 managed by, or under the direction or supervision of, the directors of the company; and
(b) the directors of a company have all necessary powers to manage, direct and supervise the business and affairs of the company.
129.

The fulfilment of corporate obligations by the managing directors

Wherever in this Act any obligation or duty is conferred on a company or undertaking, it shall have power to do any act unless it is otherwise provided that such obligation, duty or act is or shall be performed by the directors of the company.
130.

Minimum number of directors

(1) A company shall at all times have at least one director appointed in accordance with this Act, unless any other written law of Seychelles provides otherwise.
(2) Subsection (1) does not apply to the period between the incorporation of the company and the appointment of the first directors.
(3) Subject to subsection (1), the number of directors of a company may be fixed by or in the manner provided in the company's articles.
131.

De facto directors

(1) Without prejudice to the manner in which the expression -director is to be read in accordance with section 2, a person who is not formally appointed as a director of a company but who occupies the position of director or who manages, directs or supervises the business and affairs of the company shall be treated as a director of the company.
(2) A person who is treated under subsection (1) as a director of a company is referred to in this Act as a de facto director.
(3) A person shall not be a de facto director of a company merely because he is a professional adviser 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 for the purposes of this Act to be a director of the company.
132.

delegation of powers

(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, except that the directors shall not be empowered to delegate the following powers - namely
(a) authorise distributions by the company, including a determination under section 70(1) or 71(1) that the company meets the solvency test immediately following a proposed distribution;
(b) to amend the Memorandum or Articles of Association; (c) to appoint committees of directors;
(d) delegate authority to a committee of directors; (e) appoint or remove directors;
(f) appoint or remove a representative;
(g) to approve any plan or any merger, consolidation or arrangement; or
(h) the approval of the voluntary dissolution of the Company in the context of
(2) A board that delegates a power under subsection (1) is responsible for the exercise of the power by the delegate as if the power had been exercised by the board, unless the board -
(a) at any time before the exercise of the power, that the delegate would exercise the power 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 on reasonable grounds; and
(b) monitored the delegate's exercise of authority by appropriate methods properly applied.

Subsection II - Appointment , Removal and Resignation of Directors

133.

Authorisation of Directors

(1) Subject to subsection (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 shall not be directors of a company-.
(a)a person who -
(i) is a minor;
(ii) is a disabled adult; or
(iii) is an undischarged bankrupt;
(b) a body corporate which is being wound up or has begun to be wound up;
(c) a person disqualified from serving as a director under this Act, another written law, or by an order of the court; or
(d) a person who, in relation to a particular company, is prohibited by the memorandum or articles from being a director of the company.
(3) A person who acts as a director of a company although prohibited from doing so by subsection. (2) shall nevertheless be deemed to be a director of the company for the purposes of any provision of this Act imposing a duty or obligation on a director.
134.

Appointment of Directors

(1) The subscriber or subscribers to the Memorandum of Association of the Company or a majority of the Memorandum of Association of the Company shall, within nine months from the date of incorporation of the Company, appoint the first Director or Directors of the Company.
(2) Successive directors of a company may be appointed -.
(a) unless the memorandum or articles provide otherwise, by the members by ordinary 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 laid down in the resolution appointing him.
(4) Unless otherwise provided in the memorandum or articles of a company, the directors of a company may appoint one or more directors to fill a vacancy on the board.
(5) For the purposes of subsection (4) -
(a) a vacancy exists on the Board if a Director dies or otherwise ceases to be a Director before the expiry of his term of office; and
(b) The directors may not appoint a director for a term of office that extends beyond the term that remained when the person who ceased to be a director resigned or otherwise ceased to be a director.
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

Where a company has only one member who is a natural person and that member is also the sole director of the company, that sole member/director may, notwithstanding anything in the Memorandum or Articles, appoint in writing a person who is not disqualified from being a director of the company to be the reserve director of the company who shall, in the event of his death, act in the place of the sole director.
136.

Discontinuation of the appointment of reserve directors

(1) The appointment of a person as a Reserve Director of the Company shall cease if-.
(a) before the death of the only member/director who appointed him, -
(i) the person resigns as a Reserve Director; or
(i) the sole member/director revokes the appointment in writing; or
(b) the sole member/director who nominated him ceases to be the sole member/director of the Company for any reason other than his death.
(2) Subject to subsection (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 relation to the obligations and liabilities of a director.
137.

Dismissal of directors

(1) Subject to the articles of a company, a director of the company may be removed from office by resolution of the members of the company.
(2) Subject to the articles of association, a decision under subsection (1) may be taken only-.
(a) at a meeting of the members called for the purpose of removing the Director or for purposes including the removal of the Director; or
(b) by a written resolution passed by more than one-half of the votes of the voting members of the Corporation.
(3) The notice of a meeting under subsection (2)(a) shall state that the purpose of the meeting is or includes the removal of a Director.
(4) To the extent permitted by the articles of a company, a director of the company may be removed from office by resolution of the directors.
(5) Subject to the articles, subsections (2) and (3) apply to a resolution of the directors under subsection (4) with the substitution of -directors for -members in subsection (3) .
138.

Resignation of directors

(1) A director of a company may resign by giving notice in writing 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 a company must resign immediately if he is or becomes prohibited under section 133 from acting as a director.
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 being appointed a director under section 1.
closed-
(a) exercise the powers of the appointing Director; and
(b) perform the duties of the appointing Director,
in respect of the passing of resolutions by the Directors in the absence of the appointing Director.
2. The appointing Director may terminate the contract at any time.
(3) The appointment of an alternate director and his or her termination must be in writing, and written notice of the appointment and termination must be given by the appointing director to the corporation-.
(a) within a period specified in the notification or the Articles; or
(b) if no time limit is specified in the notification or the articles, as soon as possible.
(4) The termination of the appointment of an alternate director shall not take effect until the Company has been notified in writing of the termination.
(5) A Deputy Director -
(a) does not have the power to appoint an alternate, either of the appointing Director or of the alternate Director; and
(b) is not acting as a representative of or for the appointing Director.
140.

Rights and duties of Deputy Directors

(1) An alternate Director shall have the same rights as the appointing Director with respect to any meeting of the Board and any written resolution circulated for written consent.
(2) Any exercise by the Deputy Director of his powers in relation to the passing of resolutions by the Directors shall be as effective as if the powers were exercised by the appointing Director.
(3) An Assistant Director is liable for his own acts and omissions as an Assistant Director, and subsection (III) of this Part applies to a person appointed as an Assistant Director when acting as such.
141.

directors' emoluments

Subject to the memorandum or articles of association of a company, the directors of the company may fix the remuneration of directors for services to be rendered in any capacity to the company.
142.

Continuing liability

A Director who ceases to hold office shall remain liable under all the provisions of this Act and under any other written law of Seychelles imposing obligations on a Director in respect of his acts or omissions or decisions taken while he was a Director.
143.

Validity of the Director's acts

The acts of a person acting as a director are valid even if it is later found that -.
(a) the appointment of the person as director was erroneous;
(b) the person is prohibited from serving as a 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 the Directors

Subject to this section and section 145, in the exercise of his powers and performance of his duties, a Director shall -.
(a) act in accordance with the memorandum and 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) exercise the care, diligence and skill that a reasonably prudent person would exercise in the same circumstances.
145.

Directors of subsidiaries, etc.

(1) A director of a company which is a wholly-owned subsidiary may, in exercising powers or performing 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 which is not a wholly-owned subsidiary may, in exercising powers or performing duties as a director, if expressly permitted to do so by the articles of association of the company and with the prior consent of the non-parent members, act in a manner which he believes to be in the best interests of the parent company of that company, even if not in the best interests of the company.
(3) A director of a company carrying out a joint venture between members may, in the exercise of any powers or duties as a director in connection with the carrying out of the joint venture, if expressly permitted by the company's articles of association, 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 company.
146.

Prevention of infringements

(1) Subject to subsection (2) and without prejudice to the operation of any rule of law authorising the members or any of them to approve or ratify a contravention of section 144, no act or omission of a director shall be treated as a contravention of section 144 if-.
(a) all the members of the Company by resolution of the members approve or ratify the act or omission; and
(b) after the act or omission, the entity will be able to meet its obligations as they fall due.
(2) Subsection (1) shall not, in relation to an act or omission of a director in contravention of section 144, be used to-
(a) any fine or monetary penalty that may be imposed under this Agreement.
Act or any other written law of Seychelles; or
(b) any other criminal or regulatory liability of the Director or the Company.
147.

Reliance on records and reports

(1) Subject to subsection (2), a director of a company shall be entitled, in exercising his powers or performing his duties as a director, to rely on the register of members and on books, records, financial statements and other documents other information prepared or made available and on expert or professional advice given, by -
(a) an employee of the Company whom the Director has reasonable grounds for believing to be reliable and competent in relation to the matters concerned;
(b) a professional adviser or expert in relation to matters which, in the opinion of the Director, fall within the professional or technical competence of the person for good reason; and
(c) any other director or committee of directors of which the director is not a member, with respect to 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) carries out a proper investigation if the need for the investigation arises from the circumstances; and
(c) does not know that his reliance on the register of members or the books, records, financial statements and other information or professional advice is not justified.
148.

Disclosure of interest

(1) Where a director of a company has an interest in a transaction entered into or to be entered into by the company which is or may be materially prejudicial to the interests of the company, the director shall, within seven days of becoming aware of the fact that he has such an interest, notify the board of the company of the interest.
(2) A director of a company is not required to comply with subsection (1) if-.
(a) the transaction or proposed transaction is between the Director and the Company; and
(b) the transaction or proposed transaction is or will be entered into in the ordinary course of the company's business and on normal terms.
(3) For the purposes of subsection (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 deemed to be interested in any transaction that may be entered into with that entity or person after the date of the registration or disclosure is a sufficient disclosure of interest in connection with that transaction.
(4) Subject to section 149(1), a director's failure to comply with subsection (1) does not affect the validity of a transaction entered into by the director or the company.
(5) For the purposes of subsection (1), no disclosure shall be made to the Board unless it is made or brought to the attention of every 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 contravenes subsection (1) commits an offence and is liable on conviction to a fine not exceeding 10,000US$.
149.

Avoidance by the Company of transactions in which the Director has an interest

(1) Subject to this section, a transaction entered into by a company in which a director is interested is void as to the company unless the director's interest was -
(a) disclosed to the Board in accordance with paragraph 1.
148 before the company enters into the transaction; or
(b) are not subject to disclosure under section 148(2).
(2) Notwithstanding subsection (1), a transaction entered into by a company in which a director is interested is not voidable by the company if-
(a) the material facts about the director's interest in the transaction are known to the voting members at a meeting of the members and the transaction is approved or confirmed by a resolution of the members; or
(b) the entity has received fair value for the transaction.
(3) For the purposes of paragraph (2), whether a company receives a 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 entered into or to be entered into by the company may-.
(a) vote on a matter relating to the transaction;
(b) attend a meeting of the Board of Directors at which a matter relating to the Transaction arises and be one of the Directors present at the meeting for the purposes of a quorum; and
(c) sign any document on behalf of the Company or do anything else in his capacity as a Director relating to the Transaction.
(5) The avoidance of a transaction under subsection (1) does not affect a person's ownership of, or interest in, property acquired by that person when the property was-
(a) by a person other than the Company (-the transferor ) ;
(b) as valuable consideration; and
(c) without knowledge of the circumstances of the transaction in 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 to be known as the Register of Directors, which shall be -
(a) the name and address of each person who is a director or alternate director of the company and of each person appointed as a reserve director of the company, specifying whether the person is a director, alternate director or reserve director;
(b) the date on which any person whose name appears in the Register was appointed a Director or an alternate Director of the Company or was appointed a reserve Director;
(c) the date on which any person appointed as a director or alternate director ceases to be a director or alternate director of the Company;
(d) the date on which the appointment of a person designated as a Reserve Director ceased to have effect; and
(e) such other information as may be prescribed by regulations of the Minister.
(2) A company shall ensure that the information required to be kept in its director's office under subsection (1) is accurate and up-to-date.
(3) The register of directors may be in such form as the directors may approve, but if it is magnetic, electronic or other storage of data, the company must be able to produce a legible record of its contents.
(4) The register of directors shall be prima facie evidence of all matters directed or permitted by this Act to be included therein.
(5) A company that contravenes subsection (1) or (2) is liable to pay a penalty of $500 and an additional penalty of $50 for each day or part thereof that the contravention continues.
(6) A director who knowingly permits a violation under subsection (1) or (2) is liable to pay a penalty of $500 and an additional penalty of $50 for each day or portion thereof that the violation continues.
151.

Consultation of the Register of Directors

(1) A director or member of a company shall be entitled to receive free of charge
(2) The right of a person to inspect under subsection (1) is subject to such reasonable time or other restrictions as the company may impose by its articles or by resolution of the directors, but not less than 2 hours on any business day for inspection.
(3) A person with the right of inspection under subsection (1) is entitled to request a copy of the register of companies or an extract therefrom, and the company may charge a reasonable copying fee.
(4) If an examination under subsection (1) is refused or if a specimen document requested under subsection (3) is not provided within 21 working days after the request is made -.
(a) the entity commits an offence and is liable on conviction to a fine not exceeding $5,000; and
(b) the injured party may apply to the court for an order that he may inspect the register or that a copy of the register or an extract therefrom be made available to him.
(5) On an application under subsection (4), the Tribunal may make such orders as it thinks fit.
152.

Filing of the Register of Directors with the Registrar of Companies

(1) A company should -
(a) in the case of a company incorporated under this Act on or after the commencement of the Act, within thirty days after the appointment of its first director or directors under section 134;
(b) in the case of a company continued or converted under this Act within thirty days after its continuation or conversion into a company; and
(c) in the case of an existing company, within twelve months of the entry into force of the Act,
submit a copy of the Registrar's register for registration by the Registrar.
(2) A company that has filed a copy of its register of directors under subsection (1) for registration by the registrar shall, within thirty days after any change in the contents of its register of directors, file a copy of its updated register of directors for registration by the registrar containing the change or changes.
(3) A company that contravenes subsection (1) or (2) is liable to pay a penalty of $500 and an additional penalty of $50 for each day or part thereof that the contravention continues.
Filing of directors with the Registrar
(4) A director who knowingly permits a contravention under subsection (1) or (2) is liable to a penalty of $500 and an additional penalty of $50 for each day or part thereof on which the contravention continues.

Subsection V - Board Meetings and Resolutions

153.

Meetings of the Director

(1) Subject to the articles of a company, the directors of a company may meet at such times and in such manner and at such places within or outside Seychelles as they consider necessary or desirable.
(2) Subject to the Memorandum and Articles, any one or more of the directors may convene a meeting of the directors.
if -
(3) A Director shall be deemed to be present at a meeting of the Directors.
(a) the Director participates by telephone or other electronic means; and
(b) all directors participating in the meeting are able to hear each other.
(4) The quorum for a meeting of the Directors shall be such as may be fixed by the Articles but, if no quorum is fixed, a meeting of the Directors shall be duly constituted for all purposes if at the commencement 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 contravention of this subsection shall, subject to the Memorandum or Articles, be valid if all the Directors, or a majority thereof as specified in the Articles or the Articles entitled to vote at the meeting, have waived notice of the meeting; and for this purpose the presence of a Director at the meeting shall be deemed to be a waiver on his part.
(3) The accidental failure of a Director to give notice of a meeting or the fact that a Director has not received notice shall not invalidate the meeting.
155.

Decisions of the Directors

(1) A resolution of the directors may be passed -
(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 shall be passed at a meeting of the directors by a majority of the votes of the directors who are present at the meeting and entitled to vote on the resolution.
(3) A resolution in writing is a resolution consented to in writing or by telex, telegram, cable or other written electronic communication without the need for notice -.
(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 any provision in the Memorandum or Articles, by all the 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 if the written instrument of consent or the last of several instruments is signed or otherwise approved at a later date as specified in the resolution.
156.

Keeping minutes and decisions 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 a committee of its directors.
(2) The records referred to in subsection (1) (which in this subsection are referred to as -records and resolutions) shall be kept for at least seven years from the date of the meeting or the date of the written resolution, as applicable.
(3) A company that contravenes subsection (1) is liable to pay a penalty of $25 for each day, or part thereof, that the contravention continues.
(4) A director who knowingly permits a contravention under subsection (1) is liable to a penalty of 25US$ for each day or part thereof during which the contravention continues.
157.

Place of the minutes and decisions of the directors

Inspection of the minutes and decisions of the directors

(1) A director of a company shall be entitled to inspect the work of the company.
(2) The right of a person to inspect under subsection (1) is subject to such reasonable time or other restrictions as the company may impose by its articles or by resolution of the directors, but not less than 2 hours on any business day for inspection.
(3) A director of a company shall be entitled to require and be provided free of charge with a copy of the minutes and resolutions of the company.
(4) If an examination under subsection (1) is refused or if a specimen document requested under subsection (3) is not provided within 21 working days after the request is made -.
(a) the entity commits an offence and is liable on conviction to a fine not exceeding US$5,000; and
(b) the aggrieved person may apply to the court for permission to inspect the minutes and decisions concerned or for a copy of those minutes and decisions to be made available to him.
(5) On an application under subsection (4), the court may make such order as it thinks fit.

Subsection VI - Compensation and insurance

159.

Compensation

(1) Subject to subsection (2) and its Bylaws, a corporation may indemnify from all costs, including attorneys' fees, and from all judgments, fines, and amounts paid in settlement reasonably incurred in connection with legal, administrative, or investigative proceedings, a person who-
(a) is or has been, or is threatened to be, a party to any threatened, pending or completed civil, criminal, administrative or investigative proceeding because the person is or was a director of the corporation; or
(b) at the request of the Company, is or has been a director of another corporation or partnership, joint venture, trust or other enterprise or is acting in any other capacity.
(2) Subsection (1) does not apply to a person referred to in that subsection unless the person acted honestly and in good faith and in what the person believed to be the best interests of society and, in the case of a criminal proceeding, the person had no reasonable cause to believe that the person's conduct was unlawful.
(3) For the purposes of subsection (2), a director acts in the best interests of the company if he acts in the best interests of-.
(a) the parent of the entity; or
(b) one or more members of the Company,
in either case, in the circumstances referred to in section 145(1), (2) or (3).
(4) The discontinuance of a proceeding by a decision, order, settlement, conviction or the institution of a nolleprosequi shall not, by itself, create a presumption that the person did not act honestly and in good faith and in the best interests of the enterprise or that the person had reason to believe that his or her conduct was unlawful.
(5) Expenses, including attorneys' fees, incurred by a director in defending a judicial, administrative, or investigative proceeding may be paid by the corporation prior to the final disposition of such proceeding upon 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 indemnification from the corporation under subsection (1).
(6) Expenses, including attorneys' fees, incurred by a former director in defending a judicial, administrative or investigative proceeding may be paid by the Corporation prior to the final disposition of such proceeding after the former director has agreed to repay the amount if it is ultimately determined that the former director is not entitled to be indemnified by the Corporation pursuant to paragraph (1) and on such other terms, if any, as the Corporation deems appropriate.
(7) The indemnification and advancement of expenses provided by or granted under this section does not preclude the person seeking indemnification or advancement of expenses from being entitled to any other rights under any agreement, resolution of members, resolution of disinterested directors.
or otherwise, both in relation to the exercise of the person's official functions 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 subsection (1) is successful in defending a proceeding referred to in subsection (1), the person is entitled to indemnification from all costs, including attorney's fees, and from all judgments, fines, and amounts paid in settlement reasonably incurred by the person in connection with the proceeding.
(9) A company shall not indemnify a person who contravenes the subsection.
(2) and any compensation granted in contravention of this section shall be void and of no effect.
160.

Insurance

A company may purchase and maintain insurance in respect of any person who is or was a director of the company, or who is or was serving at the request of the company as a director of any other corporation or partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the company has or would have had the power to indemnify the person against 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.
(2) 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 subsection (2), the registered office of a company shall be-.
(a) the place specified as the registered office of the company in which its memorandum is issued; or
(b) if one or more certified amendments to extracts from the company's resolution have been filed with the Registrar under sections 162 or 163, the place specified in the last notice registered by the Registrar.
162.

change of domicile

(1) A company may amend its memorandum and articles of association to change the location of its registered office -.
(a) notwithstanding anything to the contrary in the memorandum or articles of association, by ordinary resolution; or
(b) if authorised by the Memorandum or Articles, by resolution of the Directors,
filed with the Registrar of Companies in accordance with section 23, provided that the registered office of a company shall be the same address as the principal place of business of its registered agent in Seychelles.
(2) A transfer of registered office shall take effect on the filing by the Registrar of a certified copy of, or an extract from, the resolution filed in subsection (1) under section 23.
163.

Change of registered office where the registered agent changes address

(1) Subject to subsection (5), this section applies in relation to a company in which-.
(a) the registered office of the Company is at the principal office of its registered agent in the Seychelles; and
(b) after the commencement of the Act, the registered agent of the Company changes the location of its principal place of business in Seychelles.
(2) 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 giving notice in the approved form to the Registrar stating -.
(a) that the registered agent has changed the location of its principal place of business to the Seychelles and the Company intends that its registered office shall 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 principal place of business of the registered agent in Seychelles.
(3) After the registration of a notice referred to in subsection (2) by the Registrar-.
(a) the transfer of the registered office under this section lasts
Effect; and
(b) if the memorandum of the Company states the address of the registered agent, the memorandum shall be deemed to be amended to state the revised 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 notice combining one or more of the notices referred to in subsection (2).
(5) This section covers a former Act company -.
(a) whose registered agent has, within six months preceding the commencement of the Act, changed the location of his principal place of business in Seychelles;
(b) which, at the time of the entry into force of the Act, had not changed the location of their registered office.

Subsection II - Registered representative

164.

International trading company with registered agent

(1) A company must at all times have a registered agent in respect of Seychelles.
(2) No person shall be or be the registered agent of a company unless that person is authorized under the International Corporate Services Act to provide international corporate services.
(3) Unless the last registered agent of the company has resigned under section 167 or ceases to be the registered agent of the company under section 168, the registered agent of a company-.
(a) the person named in the Memorandum as the registered agent of the Company; or
(b) if one or more certified copies or extracts of amending resolutions of registered agents have been filed with the Registrar under section 169 since the memorandum was registered, the person specified as the registered agent of the company in the last notice to be registered by the Registrar.
(4) Except as otherwise provided in this Act, a document required or permitted to be filed by a company with the Registrar shall be filed only -
(a) by its registered representative;
(b) in respect of a charge created by the Corporation, 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 respect of the Company, by its registered agent or as otherwise permitted under Part XVII, if a document relating to a Company is filed with the Registrar by a person authorised 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) is subject to a penalty of $100 and an additional penalty of $25 for each day or portion thereof that the violation continues.
(6) A director who knowingly permits the contravention referred to in subsection (5) to continue is liable to a penalty of $100 and an additional penalty of $25 for each day or part thereof on which the contravention continues.
(7) Subject to subsection 168(11), a person who contravenes subsection (2) commits an offence and is liable on conviction to a fine not exceeding $25,000.
165.

Appointment of the registered representative

(1) If at any time a company has no registered agent, it shall forthwith appoint a registered agent by resolution of members or directors.
(2) A resolution appointing a registered agent may be passed -.
(a) notwithstanding anything to the contrary in the articles of association, by the members of the company; or
(b) if authorised by the Memorandum or Articles, by the directors of the Company.
(3) A notice of appointment of a registered agent in the approved form shall be endorsed by the registered agent with his consent to act as a registered agent and filed by the registered agent with the Registrar.
(4) The appointment of the registered agent shall take effect on the registration by the Registrar of the notice filed under subsection (3).
166.

Signed amendment to the memorandum where the registered agent changes the company name.

(1) This section applies 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 named 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 agent has changed his registered name;
(b) that the registered agent is named in the memorandum as the registered agent of the Company, whether as first or subsequent registered agent; and
(c) the new corporate name of the registered vert(3) On the registration of a notice referred to in paragraph (2), the memorandum shall be deemed to be amended to state 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 notice combining one or more of the notices referred to in subsection (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 of his intention 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 notice under subsection (2) must-.
(a) declare that it is a requirement of this Act that the Company has a registered agent in Seychelles;
(b) state that the Company must appoint a new registered agent by the resignation date specified in the notice;
(c) state 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 post or personal delivery to a director of the Company at his last known address or by email to the director at his last known email address; or
(i) if the Registered Representative has customarily received his or her instructions concerning the Company from a person other than an officer, employee or member of the Company by mail or personal delivery to the person from whom the Registered Representative last received instructions concerning the Company or by email to such person at his or her last known email address.
(4) If a company does not change its registered agent in accordance with section 169 on or before the resignation date specified in a notice under subsection (2), the registered agent may, after that date, give written notice to the registrar of its resignation as a registered agent of the company.
(5) A notice under subsection (4) shall be accompanied by a copy of the notice under subsection (2).
(6) Unless the company has previously changed its registered agent, the resignation of a registered agent is effective from the date on which the notice of resignation is registered with the Registrar under paragraph (4).
168.

Registered representative who is no longer capable of acting

(1) For the purposes of this section, a person ceases to be eligible to act as a registered agent if the person is not licensed to provide international corporate services under the International Corporate Service Providers.
(2) Where a person ceases to be eligible to act as a registered agent, he shall, in respect of any company of which he was a registered agent immediately before ceasing to act as a registered agent, notify the company in accordance with paragraph (3) within 30 days of ceasing to act as a registered agent.
(3) A notice under subsection (2) must-.
(a) state that the person giving the notice has ceased to be.
entitled to be the registered agent of the Company;
(b) declare that it is a requirement of this Act that the Company has a registered agent in Seychelles;
(c) state that the company must appoint a new registered agent within 90 days of the date of the notice;
(d) state that after the expiration of 90 days from the date of the notice, the person giving the notice ceases to be the registered agent of the corporation if the corporation has not changed its registered agent by that time;
(e) state 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
(f) be sent without delay -
(i) by post or personal delivery to a director of the Company at his last known addressee by email to the director at his last known email address; or
(i) if the Registered Representative has customarily received his or her instructions concerning the Company from a person other than an officer, employee or member of the Company by mail or personal delivery to the person from whom the Registered Representative last received instructions concerning the Company or by email to such person at his or her last known email address.
(4) A person who has given a notice under subsection (2) must file a copy of it with the registrar within 14 days after giving such notice, unless the company to which a notice is given under subsection (2) has changed its registrar agent since giving the notice.
(5) A company that is given notice under subsection (2) must change its registered agent under section 169 within 90 days after the date of the notice.
(6) A person who ceases to be a registered agent shall cease to be a registered agent of any company to which he has sent a notice under subsection (2) by 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 after the expiry of the period of notice referred to in paragraph (5).
(7) In relation to the period from 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 undertakings under paragraph (6), the person is - -
(a) is licensed only to retain and transfer records of its client companies 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 other activities as a registered agent.
(8) A person who contravenes subsections (2) or (7) commits an offence and is liable on conviction to a fine not exceeding $25. 000.
(9) A director who knowingly permits an offence (by a person who is a body corporate) under subsection (2) or (7) commits an offence and is liable on conviction to a fine not exceeding $25. 000.
(10) A company that contravenes subsection (5) is liable to pay a penalty of $25 for each day or part thereof that the contravention continues.
(11) A person does not contravene section 164(2) merely because-.
(a) it is no longer entitled to act as a registered agent; and
(b) upon cessation of capacity, the registered agent of a company shall continue to act for the period from the date on which it ceases to have capacity until the date on which the company appoints a new registered agent.
169.

Change of the registered representative

(1) Subject to subsection (2), a company may amend its memorandum of association to change its registered agent-.
(a) notwithstanding anything to the contrary in the memorandum or articles of association, by unanimous vote of the members; or
(b) if permitted by the Memorandum or Articles, by ordinary resolution or by resolution of the Directors.
(2) Subject to subsection (3), a company wishing to change its registered agent must, within 14 days after the date of the resolution referred to in subsection (1) (the change of registered agent resolution ), file with the Registrar of Companies, in accordance with section 23(1), a certified copy or extract of the change of registered agent resolution filed on behalf of the company.
Change of registered representative
(a) the existing registered agent of the Company; or
(b) the proposed new registered agent of the Company.
(3) Subject to subsection (4), the registrar shall not register a certified copy or extract amendment of the resolution relating to the registered agent of the company unless the registrar has also received written consent from the existing registered agent wherein he consents 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 subsection (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 registered agent shall take effect when the Registrar registers with the Registrar the certified copy or extract of the order referred to in subsection (1) filed under section 23.
(6) A person who fails to comply with subsection (4) within 14 days after the date of the amendment of the resolution of registered agent is liable to pay a penalty of $100 and an additional penalty of $25 for each day or part thereof that the contravention continues, provided that this period of 14 days shall 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 be written legibly in all its -
(a) Business letters, bank statements, invoices and order forms;
(b) notices and other official publications; and
(c) negotiable instruments and letters of credit purporting to be signed by or on behalf of the Company.
171.

Annual return

(1) Subject to subsection (2), every company shall, not later than 31 December in each year after the year in which it was incorporated or continued or converted into a company under this Act, give 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 containing the information set out in the Sixth Schedule.
(2) For the purposes of this section, the date of incorporation of a former Act company under this Act shall be deemed to be its date of incorporation or continuation or conversion into a former Act company under the former Act.
(3) An undertaking shall not make a false or misleading statement under subsection (1).
(4) A company that contravenes subsection (1) is liable to pay a penalty of $500.
(5) A company that contravenes subsection (3) commits an offence and is liable on conviction to a fine not exceeding $5. 000.
172.

document delivery

(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 post or by such other means as may be prescribed, on -
(a) the registered office of the company; or
(b) the head office in the Seychelles of the 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 the Seychelles of the last registered agent of the company.
(3) For the purposes of paragraph (1), -registered mail means any system of mail delivery by postal authorities or private courier services that includes proof of delivery by the recipient's signature for the item delivered.
(4) Notwithstanding and without prejudice to subsection (1), service of a document on a company may be effected by the Registrar sending it by ordinary postage prepaid, facsimile or e-mail to the principal place of business of the registered agent of the company in Seychelles.
(5) The Minister may make regulations to specify the methods by which service of a document on an undertaking may be proved.
173.

Provision of records

(1) For the purposes of this section -records, in relation to a
(a) Accounting records;
(b) minutes and resolutions of members kept in accordance with section 125;
(c) minutes and resolutions of the directors kept in accordance with section 156;
(d) annual statements under section 171; (e) membership roster;
(f) Register of Directors;
(g) registers of beneficial owners; and
(h) Register of fees (if any) .
(2) Where a company is required under any written law of Seychelles to make available all or any of its records (or copies thereof), including (without limitation(g) a request by -
(a) the Seychelles tax authorities, in order to comply with a request for information under a tax treaty;
(b) the Financial Intelligence Unit in the context of 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 sent to the applicant in Seychelles within the time limit specified in the application.
(3) A company that contravenes subsection (2) is liable to pay a penalty to the Registrar of $500 and an additional penalty of $50 for each day, or part thereof, that the contravention continues.
(4) A director who knowingly permits a violation under subsection (2) is liable to pay a penalty to the registrar of $500 and an additional penalty of $50 for each day, or portion thereof, that the violation continues.

Subsection IV - Accounting records

174.

Accounting management

(1) A company must keep reliable accounting records which -.
(a) are sufficient to present and explain the Company's transactions;
(b) determine with reasonable accuracy at any time the financial position of the entity; and
(c) to enable the preparation of financial statements of the Company.
(2) For the purposes of paragraph (1), accounting records shall be deemed not to be 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 contravenes subsection (1) is liable to a penalty of $100 for each day, or part thereof, that the contravention continues and an additional penalty of $25.
(4) A director who knowingly permits a contravention under paragraph (1) is liable to a penalty of 100US$ and an additional penalty of 25US$ for each day or part thereof during which the contravention continues.
175.

Location and storage of the accounts

(1) The accounts of a company shall be kept at its registered office or at such other place as the directors think fit.
(2) Where 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 location where a company's accounting records are kept is changed, the company shall notify 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 retained by the Company for at least 7 years after the completion of the transactions or operations to which they relate in each case.
(5) A company that contravenes this section commits an offence and is liable on conviction to a fine not exceeding $2,500.
176.

Review of the accounts by the directors

(1) A director of a company may -
(a) at such reasonable time as he may determine, inspect the accounts of the Company free of charge and make copies of or take extracts from the records;
(b) require the company to provide it with originals or copies of the accounting records within 14 days.
(2) An undertaking shall comply with a request under subsection (1).
(3) A company that contravenes this section commits an offence and is liable on conviction to a fine not exceeding $2. 500.
(4) Where any accounting records are not made available for inspection by a Director in contravention of this section, the Tribunal may, on the application of that Director, order the inspection or service of those records and make such related orders as it thinks fit.

PART IX FEES FOR COMPANY PROPERTY

177.

Interpretation

(1) In this part -
-charge means any form of security interest, including but not limited to -.
(a) a fixed or floating charge; (b) a mortgage;
(c) a lien; or
(d) a pledge,
over property wherever situated, except interests arising out of the operation of the Act, and -chargee and -chargor shall be construed accordingly;
-liability contains contingent liabilities and anticipated obligations;
-existing charge means a charge created by a former Act corporation before the effective date of the Act-.
(a) whether or not the fee has been registered in accordance with section
101A(2) of the former Act; and
(b) which has not been fully discharged and cancelled at the effective date.
Date of entry into force of the law;
-property includes real estate, chattels, money, goods, intellectual property, and any other kind of property wherever located, and obligations and any description of interest, present or future or vested or contingent, arising out of or incidental to the property; and
-relevant charge means a charge created on or after the effective date of the Act.
(2) A reference in this Part to the creation of a levy includes a reference to the acquisition of property, wherever situated, which was the subject of a levy immediately before its acquisition and which remains subject to that levy after its acquisition, and for that purpose the date of the creation of the levy is taken to be the date of the acquisition of the 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 in respect of all or any of its property.
(2) The governing law for a charge created by a company may be the law of such jurisdiction as may be agreed between the company and the chargee and the charge shall be binding on the company to the extent of and in accordance with the requirements of applicable law.
(3) If a company acquires property subject to a charge -
(a) Subsection (1) does not require that the acquisition of the property be by written instrument if the acquisition is not otherwise required to be by written instrument; and
(b) Unless otherwise agreed between the Company and the chargee, the law applicable to the security interest immediately prior to the Company's acquisition of the property subject to the security interest shall apply.
179.

register of charges

(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, to be known as the fees register, which shall state for each fee -
(a) if it is a fee created by the Company, the date of its creation or, if it is a fee existing on property acquired by the Company, the date on which the property was acquired;
(b) a brief description of the liability secured by the charge; (c) a brief description of the property 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 creating the charge under which the Company is authorised to create a future charge which ranks in priority to or pari passu with the charge.
(2) The register of fees may be in such form as the directors may approve, 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 contravenes subsection (1) is liable to a penalty of $100 for each day, or part thereof, that the contravention continues and an additional penalty of $25.
(4) A director who knowingly permits a contravention under paragraph (1) is liable to a penalty of 100US$ and an additional penalty of 25US$ for each day or part thereof during which the contravention continues.
180.

Review of the fees register

(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 under subsection (1) is subject to such reasonable time or other restrictions as the company may impose by its articles or by resolution of the directors, but not less than 2 hours on any business day for inspection.
(3) A person with a right of inspection under subsection (1) is entitled to request a copy of, or an extract from, the society's register of fees, and the society may charge a reasonable copying fee.
(4) If an examination under subsection (1) is refused or if a specimen document requested under subsection (3) is not provided within 21 working days after the request is made -.
(a) the entity commits an offence and is liable on conviction to a fine not exceeding US$5,000; and
(b) the injured party may apply to the court for an order that he may inspect the register or that a copy of the register or an extract therefrom be made available to him.
(5) On an application under subsection (4), the Tribunal may make such orders as it thinks fit.
181.

Registration of fees

(1) Where a company charges an appropriate fee, an application to the Registrar for registration of the fee may be made by -
(a) the company acting through its registered agent or a Seychelles lawyer authorised to act on its behalf; or
(b) a registered agent (other than the Company's registered agent) or a Seychelles lawyer acting on behalf of the chargee.
(2) The application under subsection (1) shall be made by filing -.
(a) an application setting out the details of the charge referred to in section 179(1)(a) to (e) as approved;
(b) the instrument or a certified copy of the instrument creating the charge; and
(c) in the case of an application made by or on behalf of the chargee, written consent to the application signed by or on behalf of the chargor.
(3) The Registrar shall keep for each company a register to be known as the Register of Registered Charges which shall contain the following information in relation to each relevant charge registered under this section-.
(a) if it is a fee created by the Company, the date of its creation or, if it is a fee existing on property acquired by the Company, the date on which the property was acquired;
(b) a brief description of the liability secured by the charge; (c) a brief description of the property charged;
(d) the name and address of the collateral taker, who may act as trustee or collateral agent for other persons; and
(e) such other information as the Registrar considers appropriate.
(4) If the registrar determines that the registration requirements of this Part have been met, the registrar shall, on receipt of an application under subsection (2), promptly-.
(a) enter the fee in the register of registered fees kept by him for that company;
(b) issue a registration letter for the fee and send it, together with a sealed copy of the filed fee instrument or certified copy instrument, to the person who made the application under subsection (1); and
(c) if the person who made the application under paragraph (1) was not the cargo company's registered agent, send a copy of the cargo registration letter to the cargo company's registered agent.
(5) The Registrar shall indicate in the register of registered fees and the registration letter the date and time when a fee was registered.
(6) A registration letter issued under paragraph (4) is conclusive evidence that the registration requirements of this Part have been met.
and that the fee referred to in the letter was registered on the date and time specified in the letter.
(7) A fee registered under this section is not required to be entered in the Register of Deeds (maintained by the Registrar of Deeds under the Mortgages and Registration Act) for a date certaine under section 1328 of the Civil Code of Seychelles.
182.

Change in registered fees

(1) Where there is a change in the terms of a charge registered under section 181, an application for registration of the change may be made by-
(a) the company acting through its registered agent or a Seychelles lawyer authorised to act on its behalf; or
(b) a registered agent (other than the Company's registered agent) or a Seychelles lawyer acting on behalf of the chargee.
(2) The application under subsection (1) shall be made by filing -
(a) an application in the approved form;
(b) the instrument or a certified copy of the instrument modifying the terms of the batch; and
(c) in the case of a variation application made by or on behalf of the chargee, written consent to the application signed by or on behalf of the chargor.
(3) On receipt of an application under subsection (2), the registrar shall, without undue delay-.
(a) record the change in charge;
(b) issue a registration certificate of the fee change and send it, together with a sealed copy of the filed fee change certificate or certified copy instrument, to the person who made the application under paragraph 1; and
(c) if the person who made the application under subsection.
(1) was not the registered agent of the Chargor Company,
send a copy of the registration letter of the fee change to the registered representative of the charging company.
4. The Registrar shall indicate in the register of registered fees and in the letter of amendment the date and time when an amendment to the fee was registered.
(5) A registration letter issued under subsection (3) is conclusive evidence that the change specified in the letter was registered on the date and time specified in the letter.
183.

Fulfilment or release of the fee

(1) A notice of satisfaction or release in the approved form may be filed with the registrar under this section if-.
(a) all liabilities secured by the charge registered under section 181 have been paid or satisfied in full; or
(b) a charge registered under section 181 no longer has any effect on the property or any part of the property of a company.
(2) A satisfaction or release must be -.
(a) state whether the fee has been paid or satisfied in full or whether the fee no longer affects the property or any part of the property of the entity;
(b) if the charge no longer affects all or part of the entity's property, identify the entity's property that is no longer affected by the charge and whether that is all or part of the entity's property; and
(c) be signed by or on behalf of the collateral taker.
(3) A satisfaction or release may be filed by -.
(a) the company acting through its registered agent or a Seychelles lawyer authorised to act on its behalf; or
(b) a registered agent (other than the Company's registered agent) or a Seychelles lawyer acting on behalf of the chargee.
(4) If the registrar is satisfied that a notice filed under subsection (1) is properly completed and complies with subsection (2), the registrar shall promptly register the notice and issue a satisfaction letter or fee release and send -
(a) the letter to the person who filed the application under paragraph (1); and
(b) if the person who made the application under paragraph (1) was not the registered agent of the company, a copy of the letter to the registered agent of the company.
(5) The Registrar shall indicate in the register of registered fees and on the letter issued under paragraph (4) the date and time on which the notice filed under paragraph (1) was registered.
(6) As from the date and time specified in the letter referred to in subsection (4) (a), the fee shall be deemed not to have been registered in respect of the property specified in the notice referred to in subsection (1).
184.

Priorities for the relevant fees

(1) A relevant charge on the property of a company registered under section 181 takes precedence over-.
(a) an appropriate charge on the property, which is subsequently registered under section 181; and
(b) a corresponding charge on the property that is not registered under section 181.
(2) Relevant charges not registered under section 181 shall apply to each other in the order in which they were made.
185.

Priorities in relation to existing charges

(1) Encumbrances already existing on the assets of a company shall stand among themselves in the order in which they arose.
(2) In the case of an existing encumbrance on the assets of an undertaking and a corresponding encumbrance on the same assets -
(a) the pre-existing fee precedes the fee in question as priority is established based on the order in which each fee was created; and
Priorities for the relevant fees
Priorities in relation to existing charges
(b) if the pre-existing charge is registered under section 181, the date of registration is not taken into account in determining the priority of the pre-existing charge.
(3) Par. (2) shall apply irrespective of whether the pre-existing fee -
(a) is not registered;
(b) is registered under section 181; or
(c) was registered under the previous law.
186.

Exceptions in relation to priorities

Notwithstanding §§ 184 and 185 -
(a) the order of priority of fees is subject to -
(i) any express written consent of the holder of a fee which alters the priority of that fee in relation to one or more other fees which it would have had but for the consent; or
(i) any written agreement between the fee holders relating to priorities in respect of fees held by the respective fee holders; and
(b) a registered floating charge is moved to a subsequently registered fixed charge unless the floating charge contains a prohibition or restriction on the power of the Company to create a future charge which has priority over or parity with the charge.
187.

Enforcement of the indictment under Seychelles law

(1) Where the governing law for a charge created by a company is the law of Seychelles, the charge shall be entitled to the following remedies in the event of a default by the Charger under the charge -
(a) subject to any restrictions or provisions to the contrary in the instrument levying 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 limitations or provisions to the contrary in the instrument imposing 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 charge,
until the time when the load is discharged.
(2) Subject to subsection (3) , where the governing law of a charge created by a company is the law of Seychelles, the remedies referred to in subsection (1) shall be available only after -
(a) a default has occurred and has extended over a period of not less than thirty days or such shorter period as may be specified in the instrument charging the fee; and
(b) the default has not been remedied within fourteen days or such shorter period as may be specified in the instrument setting the fee for service of the notice specifying the default and requiring its remedy.
(3) Where the governing law for a charge created by a company is the law of Seychelles, if the instrument creating the charge so provides, the remedies referred to in paragraph (2) shall be immediately applicable on the occurrence of a default.
(4) For the avoidance of doubt, subject to its provisions, an indictment, including one under subsection (1)(a) , may be made without an order of the court.
188.

Exercise of the power of sale under a statutory charge in the Seychelles

(1) Notwithstanding anything to the contrary contained in any charge governed by the laws of Seychelles, if a secured party exercises its right of sale under this Act, the sale shall be effected at -
(a) open market value at the time of sale; or
(b) the best price reasonably obtainable if there is no open market value at the time of sale.
(2) Unless the provisions of a levy regulated under the laws of Seychelles provide otherwise, a sale under section 187(1)(a) may be conducted in any manner. (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 companies registrar means the registrar of companies under the Companies Act; and
(b) reference to an extract is an extract that is 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 statement of compliance is a statement signed by a director that all the requirements of this Act relating to the conversion of a company have been complied with.
(2) The Registrar may, in the performance of his functions under this Act, rely in all respects on a declaration of compliance and shall not, therefore, be bound to inquire further whether the provisions of this Act have been complied with in connection with a conversion or transfer.
(3) A director who, without reasonable excuse, makes a false, misleading or deceptive statement about a particular material commits an offence and is liable on conviction to a fine not exceeding $10,000.
191.

Conversions are not standard

A conversion under this Part shall not be deemed to have been made
(a) as a breach of contract or breach of trust, or otherwise as a civil right;
(b) as a breach of a contractual provision prohibiting, restricting or regulating the assignment or transfer of rights or liabilities; or
(c) as a cause of action by a party to a contract or other instrument, as an event of default under a contract or other instrument, or as a cause or permittee of the termination of a contract or other instrument or of an obligation or relationship.

Subsection II - Conversion of an ordinary company into an ITC and vice versa

192.

Conversion of the ordinary company into an international trading company

(1) An ordinary company may be converted into an ITC in accordance with the provisions of this section.
(2) The ordinary company cannot be converted unless it has received a letter from the Seychelles Revenue Authority stating that it has no objection to the conversion of the ordinary company into an ITC.
(3) The ordinary society shall pass a special resolution of the members approving -.
(a) the conversion of the Company into an ITC; and
(b) amending its memorandum and articles of association to comply with the requirements of this Act relating to the memorandum and articles of association of an ITC.
(4) The ordinary company shall file with the Registrar of Companies -.
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 amended memorandum and articles;
(c) a declaration of conformity or an extract therefrom;
(d) satisfactorily demonstrate to the Registrar that it is in good standing under the Companies Act; and
(e) a copy of the non-opposition letter issued by the Seychelles Revenue Commission under subsection (2) .
(5) Upon receipt of the documents referred to in subsection (4), together with the fee referred to in Part II of the Second Schedule, the
The registrar shall -
(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) give written notice of the conversion to the ordinary registrar of the Company.
(6) The certificate of conversion into an ITC shall be signed by the Registrar and shall bear the official seal.
(7) The conversion of the company into an ITC shall take effect from the date of issue of the certificate of conversion by the Registrar.
(8) On receipt of the notice under subsection (5)(c), the ordinary registrar of companies shall remove the name of the company from the register of companies registered under the Companies Act.
193.

Effect of the conversion of the ordinary company into an international trading company

If an ordinary company is converted into an ITC under section 192 -
(a) all assets and rights to which the ordinary corporation was entitled immediately before the conversion shall remain the property and rights of the ITC;
(b) the ITC continues to be subject to all criminal and civil liabilities and to all contracts, debts and other obligations to which the ordinary partnership was subject immediately before its conversion;
(c) all actions and other legal proceedings which could have been commenced or continued by or against the ordinary company immediately before the conversion may be commenced or continued by or against the ITC after the conversion; and
(d) a conviction, judgment, decree or order in favor of or against the ordinary corporation may be entered by or enforced against the ITC after conversion.
194.

Conversion of the ITC into an ordinary partnership

(1) An ITC may be converted into an ordinary company in accordance with the provisions of this section.
(2) The Company shall pass a special resolution -
(a) approving the conversion of the Company into an ordinary partnership;
(b) approving the amendment of its memorandum and articles of association to comply with the requirements of the Companies Act in relation to the memorandum of association of a company to be incorporated as an ordinary company.
(3) The Company must file with the Registrar of Companies -.
(a) an extract from the special decision referred to in paragraph 2;
(b) its proposed amended memorandum and articles;
(c) a certificate of good standing issued under this Act by the Registrar in respect of the company; and
(d) a declaration of conformity or an extract therefrom.
(4) Upon receipt of the documents referred to in subsection (3), accompanied by an appropriate fee in accordance with the Companies 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 the ordinary company.
(6) The conversion of the company into an ordinary company shall take effect on the date on which the ordinary registrar of companies issues the certificate of conversion into an ordinary company.
(7) On receipt of the notice under paragraph (4)(c), the Registrar shall remove the name of the company from the register.
195.

Effect of the conversion of an ITC into an ordinary partnership

If an ITC is converted into an ordinary company under section 194 -
(a) all property and rights to which the ITC was entitled immediately prior to such conversion shall remain the property and rights of the ordinary corporation;
(b) the ordinary partnership continues to be subject to all criminal and civil liabilities and to all contracts, debts and other obligations to which the ITC was subject immediately before its conversion;
(c) all actions and other legal proceedings which could have been commenced or continued by or against the ITC immediately before the conversion may be commenced or continued by or against the ordinary company after the conversion; and
(d) a conviction, judgment, order or decree in favour of or against the ITC may be enforced by or against the ordinary company after conversion.

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

196.

Conversion of the non-cellular society into a protected cellular society

(1) A non-cellular company may be converted into a protected cellular company in accordance with the provisions of this section.
(2) The Company shall not be converted unless it has obtained the written consent of the Authority in accordance with the provisions of sub-section II of Part XIII.
(3) The Company shall pass a special resolution -
Protected Cell Society;
(b) approve the amendment of its memorandum to comply with the requirements of this Act with respect to the memorandum of a corporation to be incorporated as a protected cell corporation;
(4) The special resolution referred to in subsection (3) may also-.
(a) approve the amendment of the Company's Articles of Association; and
(b) authorize the creation of cells of the protected cell company and establish members, shares, capital, assets and liabilities between such cells and between such cells and the core.
(5) The company must file with the Registrar of Companies -.
(a) an extract from the special resolution referred to in paragraph (3) ;
(b) its proposed amended memorandum and articles, if any;
(c) a declaration of conformity or an extract therefrom; and
(d) a copy of the consent of the authority under subsections (1) and (2)
6. The declaration of conformity shall contain a statement that
(a) the protected cell company and each cell will meet the solvency test immediately after conversion; and
(b) there are no creditors of the company whose interests will be unreasonably prejudiced by the conversion.
(7) Upon receipt of the documents referred to in subsection (5), the registrar shall-.
(a) register the amended memorandum and articles, as appropriate; 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 by the Registrar and sealed with the official seal.
(9) The conversion of the company into a protected cell company shall take effect from the date of issue of the certificate of conversion by the Registrar into a protected cell company.
197.

Effects of the conversion of a non-cellular society into a protected cell society

(1) Where a company is converted into a protected cell company under section 196 -.
(a) all assets and rights to which he was entitled immediately before the conversion remain his property and rights;
(b) it continues to be subject to all criminal and civil liabilities and to all contracts, debts and other obligations to which it was subject immediately prior to such conversion;
(c) all actions and other legal proceedings which might have been commenced or continued by or against it immediately before such conversion may be commenced or continued by or against it in its new name;
(d) a conviction, judgment, order or sentence in favour of or against it before conversion may be enforced by it or against it after conversion; and
(e) subject to subsection (2), its members, shares, capital, assets and liabilities shall be apportioned between its cells and between its cells and the core in accordance with the provisions of any special resolution making such provision 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 a company prior to its conversion into a protected cell company shall have recourse, in respect of any liability in respect of that transaction, to all core and cell assets (other than any cell assets attributable to a cell created after that conversion) unless otherwise agreed by the creditor.
(3) If the directors had no reasonable cause to believe that the protected cell company and each cell would meet the solvency test immediately after conversion, each director who signed the declaration of compliance is personally liable to pay to the core or cell of the protected cell company as much money as the core or cells would have 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.

Conversion of the protected cell company into a non-cell company

(1) A protected cell company may be converted into a non-cell company in accordance with the provisions of this section.
(2) The Company shall not be converted unless it has obtained the written consent of the Authority in accordance with the provisions of sub-section II of Part XIII.
(3) The Company shall pass a special resolution -
(a) authorising the conversion of the protected cell company into a non-cell company; and
(b) approve the amendment of its memorandum to comply with the requirements of this Act with respect to the memorandum of a non-cellular corporation.
(4) The special resolution under subsection (3) may also approve the
Amendment of the Articles of Association of the Company.
(5) A cell of the company shall, if cell shares have been issued in respect thereof, pass a special resolution for the conversion of the company into a non-cell company.
(6) Subject to subsections (7) and (8), the company shall file with the Registrar of Companies-.
(a) an extract from the special resolution referred to in paragraph (3) ;
(b) its proposed amended memorandum and articles, if any;
(c) a declaration of conformity or an extract therefrom;
(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 contain a statement that
(a) the entity meets the solvency test; and
(b) there are no creditors of the company whose interests will be unreasonably prejudiced by the conversion.
(8) Upon receipt of the documents referred to in subsection (6), the registrar shall-.
(a) register the amended memorandum and articles, as appropriate; and
(b) issue to the Company a certificate of conversion into an ordinary company or a protected cell company in the approved form.
Conversion of the protected cell company into a non-cell company
(9) The certificate of conversion into an ordinary partnership or an international commercial company shall be signed by the Registrar and shall bear the official seal.
(10) The conversion of the company into a non-cellular company shall take effect from the date of issue of the certificate of conversion by the Registrar into an ordinary company or an ITC.
199.

Effects of the conversion of the protected cell society into a non-cell society

(1) Where a protected cell company is converted into a non-cell company under section 198 -.
(a) all property rights to which the core and cells were entitled immediately prior to such conversion shall remain the property and rights of the non-cellular corporation;
and civil liabilities and all contracts, debts and other obligations to which the core and each cell were subject immediately prior to their conversion;
(c) all actions and other legal proceedings which could have been commenced or continued by or against the core or a cell immediately before the conversion may be commenced or continued by or against the non-cell company after the conversion; and
(d) a conviction, judgment, order or decree in favour of or against the core or a cell may be enforced by or against the non-cellular company after conversion.
(2) If the court finds that the conversion would be unfairly prejudicial to any member or creditor of the company, it may, on the application of that person made at any time before the day on which the conversion takes effect or within such further time as the court may allow in any particular case, make such order as it thinks fit in relation to the conversion, including, without prejudice to the generality of the foregoing, an order.
(a) directing that such effect not be given to the conversion; (b) modifying the conversion so as to permit it.
specified in the order; or
(c) direct the Company or its directors to reconsider the conversion or any part thereof.
(3) An order under subsection (2) may be made subject to such conditions and with such penalty as the court thinks fit.

PART XI MERGERS, CONSOLIDATIONS AND AGREEMENTS

Subsection I - Mergers and consolidations

200.

Interpretation

In this part -
-Consolidated company means the new company, which 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 is an existing entity that is involved in a merger or consolidation with one or more other existing entities;
-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 stock in another company;
-Subsidiary Company means a company at least ninety percent of whose issued shares of any class of stock are owned by another company;
-surviving society refers to the constituent society into which the
merge one or more other constituent companies.
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 that proposes to participate in a merger or consolidation shall approve a written plan of merger or consolidation that includes, if required -
(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 corporation or proposed consolidated corporation;
(c) in relation to each constituent company -
(i) the designation and number of outstanding shares of each class of stock, specifying each such class entitled to vote on the merger or consolidation; and
(i) a specification of each such class, if any, that is entitled 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 of cancellation, reclassification or conversion of stock in any constituent corporation into stock, bonds or other securities of the surviving corporation or consolidated entity, cash or other assets, or any combination thereof; and
(f) in the case of a merger, a statement of any change in the memorandum or articles of association of the surviving company to be effected by the merger.
(3) In the case of consolidation, the consolidation plan shall be accompanied by a memorandum and articles of association complying with this Act and to be adopted by the consolidated company.
(4) Some or all of the shares of the same class of shares in any constituent company may be converted into a specified or mixed class of assets, and other shares of that class or all of the shares of other classes of shares may be converted into other assets.
(5) The following applies to a merger or consolidation under this section-.
(a) The draft terms of merger or consolidation shall be approved by simple resolution;
(b) if a meeting of members is to be held, a notice of the meeting, accompanied by a copy of the plan of merger or consolidation, shall be sent to each member, whether or not entitled to vote on the merger or consolidation; and
(c) if it is proposed to seek the written consent of the members, a copy of the plan of merger or consolidation shall be given to each member, whether or not it is entitled to consent to the plan of merger or consolidation.
202.

Registration of the merger or consolidation

(1) After the approval of the scheme of amalgamation or consolidation by the directors and members of each constituent company, the constitution or consolidation shall be carried out by each company which-.
(a) the draft terms of merger or consolidation;
(b) the date on which the articles of association of each constituent company were registered by the Registrar; and
(c) the manner in which the merger or consolidation was approved in relation to each constituent entity.
(2) The articles of merger or consolidation shall be filed with the Registrar of Companies, together with -
(a) in the case of a merger, any resolution amending 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 Law.
(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, the
The registrar shall -
(a) register -
(i) the articles of a merger or consolidation; and
(i) in the case of a merger, any amendment to the memorandum or 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) issue an instrument of merger or consolidation in the approved form and, in the case of a consolidation, an instrument of incorporation of the consolidated company.
(4) For the avoidance of doubt -
(a) in the case of a merger, a certificate of merger is 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 a certificate of consolidation issued by the Registrar shall be conclusive evidence of compliance with all the requirements of this Act relating to the 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 shall -
(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 corporation;
(c) in relation to each constituent company -
(i) the designation and number of shares issued of each class of shares; and
(i) the number of shares of each class of shares of each Subsidiary owned by the Parent;
(d) the reason for the merger;
(e) the terms of the proposed merger, including the manner and basis of conversion of stock of each corporation to be merged into stock, bonds or other securities of the surviving corporation or cash or other assets or any combination thereof; and
(f) a statement of any change in the surviving corporation's articles of incorporation to be effected by the merger.
(3) Some or all of the shares of the same class of stock of any corporation to be merged may be converted into assets of a specified or mixed class and other shares of the class or all of the shares of other classes of stock may be converted into other assets; provided, however, that if the parent corporation is not the surviving corporation, shares of any class of stock of the parent corporation may be converted only into similar shares of stock of the surviving corporation.
4. A copy of the draft terms of merger or a sketch thereof shall be given to each member of each subsidiary to be merged, unless that member has waived the requirement to give that copy or sketch.
5. The merger regulations shall be drawn up by the parent company and shall contain -:
(a) the draft terms of merger;
(b) the date on which the articles of association of each constituent company were registered by the Registrar; and
(c) if Parent does not own all of the shares of each Subsidiary to be merged, the date on which a copy of the plan of merger or an outline thereof was provided to or waived by the members of each Subsidiary.
(6) The regulations of merger shall be filed with the Registrar of Companies together with any resolution amending the articles of association of the surviving company.
(7) If satisfied that the requirements of this section have been met and that the proposed name of the surviving company complies with Part III, the Registrar shall-.
(a) register -
(i) the articles of merger; and
(i) any amendment to the memorandum or articles of association of the surviving corporation; and
(b) issue a certificate of merger in the approved form.
(8) A certificate of merger issued by the Registrar shall be 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 be effective on the date of registration of the articles by the Registrar or on the day, not exceeding thirty days, thereafter, as specified in the articles of merger or consolidation.
(2) Once a merger or consolidation becomes effective -
(a) the surviving corporation or the consolidated corporation, to the extent consistent with its articles of incorporation as amended or established by the articles of merger or consolidation, shall have all the rights, privileges, immunities, powers, objects and purposes of each of the constituent corporations;
(b) in the event of a merger, the memorandum and articles of association of the surviving company are automatically amended to include any amendments to the memorandum and articles of association;
(c) in the case of consolidation, the memorandum and articles of association filed with the articles of association shall be the articles of association of the consolidated company;
(d) assets of any kind of each of the constituent corporations, including the election in practice and operation of each of the constituent corporations, immediately transferred to the surviving corporation or the consolidated corporation; and
(e) the surviving entity or the consolidated entity is liable for all claims, debts, liabilities and obligations of each of the constituent entities.
(3) When a merger or consolidation occurs -.
(a) no conviction, judgment, decree, order, claim, debt, liability or obligation due or to become due, and no
result in the release or impairment by the merger or consolidation of any existing liability against a constituent company or against any member, director, other officer or agent thereof; and
(b) no civil or criminal proceeding pending at the time of a merger or consolidation by or against a constituent corporation or against any member, director, other officer or agent thereof is reduced or discontinued as a result of the merger or consolidation, but -
(i) the proceeding may be enforced, prosecuted, settled or impaired by or against the surviving corporation or consolidated entity or against the member, director, other officer or agent thereof, as the case may be; or
(i) The surviving company or consolidated company may be replaced in the proceedings by a constituent company.
4. Where a merger or consolidation takes place, the Registrar shall strike off the register.
(a) a constituent corporation that is not the surviving corporation in a merger; or
(b) a constituent entity that is a party to a consolidation.
205.

Merger or consolidation with foreign companies

(1) One or more companies may merge or consolidate with one or more foreign companies under 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 by the laws of each jurisdiction in which each foreign company is located.
(2) The following shall apply to a merger or consolidation under this section-.
(a) a company must comply with the provisions of this Act relating to merger 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 the consolidated company is to be incorporated under the law of a jurisdiction outside Seychelles, it must: - be incorporated under the law of Seychelles; and
(i) an agreement that a service of process may be made in Seychelles in respect of proceedings to enforce any claim, debt, liability or obligation 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 the 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 to pay forthwith to the dissenting members of a constituent company which is a company registered 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 certificate of merger or consolidation issued by the competent authority of the foreign jurisdiction in which it is incorporated; or, if no certificate of merger or consolidation has been issued by the competent authority of the foreign jurisdiction, then such evidence of the merger or consolidation as the Registrar may deem acceptable.
(3) The effect under this Merger or Consolidation section shall be the same as in the case of a merger or consolidation under section 201 where the surviving company or consolidated company is incorporated under this Act.
(4) If the surviving company or the consolidated company is incorporated under the law 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 as of the date of registration of the articles of merger or consolidation by the Registrar of Companies or as of that date thereafter, but not more than thirty days, as specified in the articles of merger or consolidation.
(6) If the surviving company or the consolidated company is a company incorporated under the laws of a jurisdiction outside Seychelles, the merger or consolidation shall be effective as provided by the laws of that other jurisdiction.

SUBPART II - Asset retirement

206.

Permits for certain asset disposals

(1) Subject to the memorandum or 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 execution thereof, of more than fifty per cent of the assets of the company, if not made in the ordinary or regular course of the company's business, shall be made as follows-.
(a) The sale, transfer, lease, exchange or other disposition must be approved by the Directors by resolution of the Directors;
(b) In approving the sale, transfer, lease, exchange or other disposition, the Directors must submit details of the disposition to the Members so that it may be approved by a resolution of the Members;
(c) if a meeting of members is to be held, notice of the meeting, together with an outline of the disposition, shall be given to each member whether or not entitled to vote on the sale, transfer, lease, exchange or other disposition; and
(d) If it is proposed to seek the written consent of the members, an outline of the disposition shall be given to each member whether or not he is entitled to consent to the sale, transfer, lease, exchange or other disposition.
(2) This section is subject to section 210.

Subsection III - Forced redemptions

207.

Repayment of minority shares

(1) Subject to the memorandum or articles of association of a company-.
(a) members of the Corporation holding ninety percent of the votes of the outstanding shares entitled to vote; and
(b) Members of the Corporation holding ninety percent of the votes of the outstanding shares of each class of stock entitled to vote as a class,
may, in connection with a merger or consolidation of the Company, give a written direction directing it to repurchase the shares held by the other members.
(2) On receipt of the written instruction referred to in paragraph (1), the company shall cancel the shares referred to in the written instruction, whether or not the shares are redeemable on their terms.
(3) The Company shall give written notice to each member whose shares are to be redeemed 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 - Agreements

208.

Arrays

(1) In this section, -arrangement - means -.
(a) an amendment to the memorandum or articles of association; (b) a reorganisation or restructuring of an entity;
(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 entity shall be a company incorporated under this Act;
(d) a separation of two or more businesses operated by one entity;
(e) any sale, transfer, exchange or other disposition of any part of the assets or business of a company to any person, in exchange for shares, debentures or other securities of that other person, money or other property or any combination thereof;
(f) any sale, transfer, exchange or other disposition of shares, debt obligations or other securities of a company held by its holders for shares, debt obligations or other securities of the company, money or other property or any combination thereof;
(g) a dissolution of a company; and
(h) any combination of any of the items in paragraphs (a) to (g).
(2) If the directors of a company determine that it is in the best interests of the company or the creditors or members thereof, the directors of the company may approve a scheme of arrangement under this subsection containing details of the proposed arrangement, notwithstanding that the proposed arrangement may be approved or permitted by any other provision of this Act or is otherwise permitted.
(3) Upon approval of the plan of arrangement by the directors, the company shall file an application with the court for approval of the proposed arrangement.
(4) The Tribunal may, on an application under subsection (3), make an interim or final order which is not appealable unless a question of law is involved, and in that case the appeal shall be filed within the period of 21 days immediately following the date of the order and, in making the order, the Tribunal may -
(a) determine what, if any, notice of the proposed arrangement is to be given to any person;
(b) determine whether approval of the proposed agreement should be obtained by any person and how the approval will be granted;
(c) determine whether any holder of shares, debentures or other securities of the Company may opt out of the proposed arrangement and receive payment of the Fair.
value of its shares, debentures or other securities under section 210;
(d) hold a hearing and allow all interested persons to appear; and
(e) approve or disapprove the plan of arrangement as proposed or with such modifications as it may require.
(5) If the court makes an order approving a plan of arrangement, the directors of the company, if they still wish the plan to be carried out, shall confirm the plan of arrangement approved by the court, whether or not the court has made any modifications to it.
(6) The directors of the company must, after confirming the plan of arrangement -.
(a) notify the persons to whom the entity's order is addressed.
The court requires that notice be given; and
(b) submit the Plan of Settlement to such persons for approval, if any, as required by the Court's Order.
(7) After the plan of arrangement has been approved by those persons by whom the order of the court may be approved, the articles of arrangement shall be executed by the corporation and shall - contain the following
(a) the plan of arrangement;
(b) the court's order approving the plan of arrangement; and
(c) the manner in which the Plan of Settlement was approved, if approval was required by order of the Court.
(8) The articles of association shall be filed with the Registrar, who shall register them.
(9) Upon registration of the subject matter of the contract, the Registrar shall issue a contract certificate in the approved form showing that the subject matter of the contract has been registered.
(10) An agreement shall come into force on the day on which the articles are registered by the Registrar or on the day following, not exceeding thirty days, as specified in the articles.
209.

Agreement whereby 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 this section applies accordingly as if -liquidator has been substituted.

Subsection V - Dissidents

210.

Rights of minority shareholders

(1) A member of a company shall be entitled to payment of the market value of his shares in the event of a difference of -
(a) a merger, if 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) a consolidation, if the entity is a constituent entity;
(c) any sale, transfer, lease, exchange or other disposal of more than fifty per cent. in value of the assets or business of the Company, if not in the ordinary or regular course of the Company's business, but not including - any sale, transfer, lease, exchange or other disposal of more than fifty per cent. in value of the assets or business of the Company, if not in the ordinary or regular course of the Company's business
(i) an order pursuant to an order of the court of competent jurisdiction in the matter; or
(i) a disposition of money on terms that provide that all or substantially all of the net proceeds will be distributed to the members in accordance with their respective interests within one year after the date of disposition;
(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 subsection (1) must give notice to the company before the general meeting at which the action is put to the vote or at the meeting but before the vote,
written objection to the action; provided, however, that an objection shall not be required from a member to whom the corporation has not given notice of 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) must include a statement that the member proposes to require payment of its shares if the action is taken.
(4) Within 21 days immediately following the date of the vote of the members approving the act or the date on which the written consent of the members is obtained without a meeting, the Corporation shall give written notice of the authorization or consent to each member who has filed a written objection or from whom no written objection has been requested, except for those members who have voted for or consented in writing to the proposed act.
(5) A member to whom the Society has been required to give notice of an objection who elects to object shall, within 21 days after the day on which the objection referred to in subsection (4) is given, give notice in writing to the Society that he has elected to object, specifying-.
(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 elects to opt out of a merger under section 203 gives written notice of his decision to opt out to the company within 21 days immediately after the date on which the copy of the scheme of amalgamation or an outline thereof is sent to him under section 203.
(6) A member who dissents shall do so in respect of all shares held by him in the Company.
(7) The announcement of the dissenter's election shall extinguish for the member to whom the announcement relates any of the rights of a member, other than the right to receive the market value of his shares.
(8) Within 7 days immediately following the expiration of the period within which members may submit notices of election to disapprove, or within 7 days immediately following the date on which the proposed action occurs.
in 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 each dissenting member to purchase his shares at a specified price which the Company determines to be their fair market value; and if the offering company and the dissenting member agree on the price to be paid for his shares within 30 days immediately following the date on which the offer is made, the Company pays the member the amount of money upon surrender of the certificates representing his shares.
(9) If the Company and a dissenting member fail to agree within the period of 30 days referred to in paragraph (8) on the price to be paid for the shares held by the member within 21 days of the expiry of the period of 30 days, the following shall apply -.
(a) The Company and the Dissenting Member shall each appoint a Reviewer;
(b) The two designated reviewers shall jointly designate a reviewer;
(c) The three appraisers shall determine the fair market value of the dissenting member's shares as of the close of business on the day before the day on which the vote of the members approving the action was taken or on the day on which the written consent of the members was obtained without a meeting, excluding any appreciation or depreciation caused directly or indirectly by the action 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 to the Shareholder the amount of money on the surrender by him of the certificates representing his shares.
(10) Shares acquired by the company under paragraph (8) or (9) are cancelled, but if the shares are shares in a surviving company, they are available for reissue.
(11) The enforcement by a member of his claim under this section shall preclude the enforcement by the member of any claim to which he would otherwise be entitled by virtue of his participation shares, except that this section shall not preclude the right of the member to institute proceedings for redress on the ground that the act is unlawful.
(12) In the case of a redemption of shares by a company under 207, only subsections (1) and (8) to (11) shall apply and in that case the written offer to be made to the dissenting member under subsection (8) shall be made within 7 days immediately after the redemption by a company under 207 of its shares.

Subsection VI - Compromise or agreement models

211.

Court action in relation to compromise or settlement plans

(1) Where a compromise or arrangement is proposed between a company and its creditors or a class of them or between the company and its members or a class of them, the court may, on the application of any person mentioned in subsection (2), order a meeting of the creditors or a class of creditors or of the members or a class of members to be convened in such manner as the court may determine.
(2) An application under subsection (1) may be made by-.
(a) the company;
(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 per cent. in value of the creditors or class of creditors or members or class of members present and voting either in person or by proxy at the meeting agree to a compromise or arrangement, the compromise or arrangement, if sanctioned by the court, shall be binding on all the creditors or class of creditors or members or classes of members, as the case may be, and also on the company or, in the case of a company being wound up, on the liquidator and on any person who may contribute to the assets of the company in the event of its being wound up.
(4) A decision of the Tribunal made under subsection (3) shall have no effect until a copy of the decision has been filed with the Registrar.
(5) A copy of an order of the court made under subsection (3) shall be annexed to every copy of the memorandum of association issued after the order is made.
Action in court in relation to compromise or collusive arrangements
(6) In this section, -arrangement includes a rearrangement 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) Where the court makes an order in respect of a company under this section, sections 200 to 210 do not apply to the company.
(8) A company that contravenes subsection (5) commits an offence and is liable on conviction to a fine not exceeding $5. 000.

PART XII CONTINUATION

212.

Continuation of foreign companies in Seychelles

(1) Subject to subsection (2), a foreign company may continue as a company incorporated under this Act in accordance with this Part.
(2) A foreign company shall not continue to operate as a company incorporated under this Act unless-.
(a) in the foreign jurisdiction in which it is incorporated, the foreign corporation is in good legal 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 provide a written certificate to the Registrar stating that -.
(i) the foreign corporation is solvent within the meaning of section 67 of this Act;
(i) the foreign company is not in the process of dissolution, winding up or striking off the register in its domain of incorporation;
(iii) no receiver or administrator (however such person may be called(d)) has been appointed in respect of any property of the Foreign Company, whether by a court or otherwise;
((iv) there is no outstanding agreement between the foreign company and its creditors which has not been entered into; and
(v) the law of the foreign jurisdiction in which the foreign company is incorporated does not prohibit its continuation as a company in Seychelles.
(3) A person who produces a false or misleading certificate under subsection (2) (b) commits an offence and is liable on conviction to a fine not exceeding $25. 000.
213.

Continuation of the statutes

(1) A foreign company wishing to continue as a company incorporated under this Act shall approve the continuation agreement under subsection (2) -.
(a) by a majority of its directors or other persons entrusted with the exercise of the powers of the foreign company; or
(b) in such other manner as it may determine for the exercise of its powers in accordance with its constitutional documents and the law under which it is incorporated.
(2) The articles of incorporation shall state -.
(a) the name of the foreign company and the name under which it is continued;
(b) the jurisdiction 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 in Seychelles as a company incorporated under this Act; and
(e) that the foreign corporation adopt a memorandum and articles of association complying with this Act, with effect from its continuation 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 of Companies-.
(a) Continuing 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 Participant 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 certificate of incorporation or equivalent document and its memorandum and articles of association or equivalent constitutional documents drawn up in English or French or, if in another language, together with a certified translation in English or French satisfactory to the Registrar;
(d) evidence satisfactory to the Registrar that the foreign company is in good standing 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 Seychelles(d));
(f) not less than 3 copies of its proposed memorandum and articles under and in accordance with this Act; and
(g) if the business is to continue as a protected cell enterprise, the written consent of the Authority under section 221.
(2) The documents referred to in subsection (1) shall be accompanied by the fee specified in Part II of the Second Schedule when they are lodged with the Registrar.
215.

Continued

(1) Subject to subsection (4) , if the registrar is satisfied that the requirements of this Act relating to continuation have been met, the registrar shall, on receipt of the documents referred to in section 214(1)-.
(a) to register the Company's Articles of Association and any new Articles of Association;
(b) allocate a unique registration number to the company; and
(c) issue to the undertaking a certificate of continuation in the approved form.
2. The certificate of continuation shall be signed by the Registrar and shall bear the official seal.
(3) A continuation certificate issued by the Registrar under paragraph (1) shall be conclusive evidence that-.
(a) all requirements of this Act relating to continuation are met; and
(b) the company is continued as a company incorporated under this Act under the name specified in its memorandum on the date specified in the certificate of continuation.
(4) A company shall not continue as a protected cell company without the written consent of the Authority in accordance with the provisions of sub-section II of Part XIII.
216.

Effect of continuation under this Act

(1) Where a foreign company is continued under this Act -.
(a) This Act applies to the company as if it had been incorporated under section 10;
(b) the company is capable of exercising all the powers of a company incorporated under this Act;
(c) the company ceases to be treated as a company incorporated under the laws of any jurisdiction outside Seychelles; and
(d) the memorandum and articles submitted under 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 entity; or
(b) the assets, rights, obligations or liabilities of the entity.
(3) Without limiting subsection (2) , in the case of a continuation of a foreign corporation under this Act-.
(a) all assets and rights to which the Company was entitled immediately prior to the issue of the Continuation Certificate are the property and rights of the Company;
(b) the Company is subject to all criminal and civil liabilities and all contracts, debts and other obligations to which the Company was subject immediately prior to the issue of the Continuation Certificate;
(c) no conviction, sentence, judgment, order, claim, debt, liability or obligation due or to become due against the Company or against any member, director, other officer or agent thereof is released or impaired by its continuation as a company under this Act;
(d) no civil or criminal proceeding pending at the time of the issuance of a certificate of continuance by or against the Corporation or against any member, director, other officer or agent thereof is abated or discontinued by its continuance as a corporation under this Act, but the proceeding may be enforced, prosecuted, settled or impaired by or against the Corporation or against the member, director, other officer or agent thereof.
(4) All shares in the continuing company issued before the date of issue by the Registrar of Continuation Certificates shall be deemed to have been issued in accordance with this Act.
217.

Continuation outside Seychelles

(1) Subject to subsection (2) and to its memorandum or articles of association, a company in respect of which the Registrar would issue a certificate of good standing under this Act may, by resolution of the directors or by ordinary resolution, continue to operate as a company incorporated under the laws of a jurisdiction outside Seychelles in the manner provided by those laws.
(2) A company that continues as a foreign company shall not cease to be 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 such laws;
(c) where applicable, the statement referred to in subsection (3)
was filed with the Registrar;
(d) the required notice and certification under subsection (4)
has been filed with the Registrar; and
(e) the Registrar has issued a certificate of cessation of the business of the Company in accordance with paragraph (5).
(3) Where a company wishing to continue as a foreign company has a charge registered in respect of the company's property under section 1.
181, it shall file a written statement addressed to the Registrar by a majority of its directors stating that -.
(a) a notice of satisfaction or release in respect of the charge has been filed and registered under section 183;
(b) if paragraph (a) has not been complied with, the secured party to whom the registered debt relates has been notified in writing of the intention to continue the company as a foreign company and the secured party has given its consent or has no objection to the continuation; or
(c) if paragraph (a) has not been complied with and the secured party has not given its consent or express nonobjection to the continuance after notice under paragraph (b), the secured party's interest secured by the registered debt shall not be diminished or impaired in any way by the continuance and the debt shall be deemed to be a liability within the meaning of section 218(a).
(4) A company continuing as a foreign company shall file this with the Registrar -.
(a) a notice of continuation of the company in the approved form; and
(b) for the purpose of determining compliance with paragraph (2) (b), a written certificate (or an extract therefrom certified by the registered agent of the Company(d) ) addressed to the Registrar, by -
(i) a majority of the directors of the company; or
(i) a lawyer admitted and qualified in the jurisdiction outside Seychelles in which the Company is to continue, who shall certify 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 are met in relation to the continuation of a company under the law of a foreign state, the Registrar shall-.
(a) issue a certificate of cessation of the undertaking's activities in the approved form;
(b) remove the name of the company from the register of ITCs with effect from the date of the certificate of dissolution; and
(c) publish the deregistration of the company in the Official Journal.
(6) A cease and desist certificate issued under subsection (5) shall be prima facie evidence that-.
(a) all requirements of this Act relating to the continuation of a company under the law of a foreign jurisdiction are satisfied; and
(b) the undertaking has been abandoned on the date specified in the certificate of dissolution.
(7) Nothing contained in or done pursuant to subsection (3) prevents a secured party from bringing a legal action against the company.
218.

Effect of continuation outside Seychelles

Where a company continues to operate under the laws of a jurisdiction outside the Seychelles -
(a) the Company continues 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, claim, debt, liability or obligation due or to become due against the Company or against any member, director, other officer or agent thereof shall be released or impaired by its continuance as a company under the laws of any jurisdiction outside the Seychelles;
(c) no civil or criminal proceedings, whether pending by or against the Company or against any member, director, other officer or agent thereof, shall be abated or discontinued by its continuance 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 against such member, director, other officer or agent thereof, as the case may be; and
(d) service of process may continue to be made 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 under this Act.

PART XIII PROTECTED CELL COMPANIES

Subsection I - Interpretation

219.

Interpretation of this part

In this part, unless the context otherwise requires -
-Administration order means an order of the Court of First Instance under section 'Administration'.
246 with respect to a protected cell company or any cell thereof;
-Administrator means a person appointed as such by a person.
Administrative Order and under section 246(3);
-cell securities means securities created and issued by a limited liability company.
proprietary cell company with respect to each of its cells;
-cell Shares means shares created and issued by a Protected Cell.
Company in relation to one of its cells;
-cell share capital means the proceeds from the issuance of cell shares that must be included in the cellular assets attributable to that cell;
-cell transfer order means an order made by the Court of First Instance under the heading
238 (3) sanction the transfer of cellular property attributable to a cell of a protected cell corporation to another person;
-Cellular assets of a protected cell company are the assets of the company attributable to the cells of the company under section 228(4);
-core, in reference to a protected cell enterprise, means, as defined.
in section 226;
-The core assets of a protected cell company include the assets of
the company that are not cell plants;
Lender includes present, future and contingent creditors and, in relation to a protected cell company which is an investment fund within the meaning of section 2 of the Mutual Funds and Hedge Funds Act, any investor within the meaning of section 2 of that Act;
protected assets means -
(a) any cellular asset attributable to a cell of a protected cell company in respect of a liability not attributable to that cell; and
(b) all core holdings in respect of a liability attributable to a cell;
-A receiver is a person appointed as such by an insolvency order under section 240(3);
-Insolvency order means an order of the court under section 240 in respect of a cell of a protected cell company; and
-Agreement of subrogation means, as defined in § 229.

Subsection II - Foundation

220.

Companies that can be protected Cell companies

(1) A company may not be formed or continued as, or converted into, a protected cell company unless -.
(a) the Company is (or when incorporated will be(d) authorised by the Authority as an investment fund under the Investment Funds and Hedge Funds Act;
(b) the Company is (or will be when incorporated) an issuer of listed securities which are subject to the listing rules of a Seychelles stock exchange or a recognised foreign stock exchange within the meaning of the Securities Act; or
(c) the undertaking is otherwise described or carries on (or, if established, will carry on) any other activity which may be authorised by the Authority.
221.

Consent of the authority required

(1) The following may be done only under the supervision of the Authority and in accordance with the terms and conditions of the Authority's written consent-.
(a) the formation or continuation of a company as a protected cell company;
(b) the conversion of a non-cellular company into a protected cellular company; and
(c) the conversion of a protected cell company into a non-cell company.
(2) The Authority may from time to time and in such manner as it thinks fit-.
(a) vary or revoke a term or condition under which a consent was given under paragraph (1); and
(b) impose a new term or condition in relation to such consent.
(1) -
(3) An application for the approval of the Authority under subsection (1).
(a) submitted to the Authority in such form and accompanied by such documents and information verified in such manner as the Authority may require; and
(b) shall be accompanied by the fee referred to in Part 1.
I or, if applicable, Part II of the second schedule.
(4) A person who contravenes or causes or permits the contravention of any term or condition of a consent of the Authority commits an offence and is liable on conviction to a fine not exceeding $20,000.
222.

Decisions on applications and other decisions of the Authority

(1) In deciding whether to -
(a) to grant any application for consent under Section 2
221;
(b) impose a term or condition with this Consent;(c) modify or revoke a 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 the reputation of Seychelles 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 term or condition of this Consent; or
(d) imposes a new term or condition on that consent, it shall notify the applicant in writing of its decision and of that person's right under section 223 to appeal a decision of the Authority.
223.

Appeals against decisions and other decisions of the Authority

(1) A person aggrieved by a decision of the Authority may, in the context of
90 days after service of the Authority's decision, appeal against the decision to the Appeals Board in accordance with the procedure set out in the Financial Services Authority (Appeals Boar(d) Regulations 2014, including against a decision -.
(a) to refuse an application for consent under section
221;
(b) impose conditions equivalent to such consent;
(c) to vary or revoke any term or condition of this Consent; or
(d) impose a new term or condition on that consent; or
(e) withdraw such consent.
(2) On an application under this section, the Board of Appeal may -
(a) confirm the Authority's decision; (b) amend the Authority's decision; or
(c) set aside 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 considers appropriate.
(3) Subject to subsection (4), an appeal against a decision of the
The Authority shall not have the effect of suspending the operation of the decision.
(4) On an application under this section against a decision of the Authority, the Board of Appeal may, on application by the appellant and on such terms and conditions as the Board of Appeal considers just, suspend the operation of the decision pending the determination of the appeal.
(5) A person who is dissatisfied with the decision of the Board of Appeal may, within 30 days of the date of the decision
make an appeal to the Tribunal under Rule 8(8) of the Financial Services Authority (Appeals Boar(d)) Regulations 2014.
(6) The Tribunal may, in relation to an appeal brought under subsection (5), confirm, set aside or vary the decision of the Board of Appeal and give such directions as it thinks fit and just.

Subsection III - Status, cells and cell shares

224.

Status of companies with protected cells

(1) A protected cell company is a single legal entity.
(2) The establishment of a cell by a protected cell company shall not result in the creation of a legal entity separate from the company with respect to that cell.
225.

Generation of cells

A protected cell company may establish one or more cells for the purpose of segregating and protecting the assets or liabilities of cells and core areas in the manner provided in this Part.
226.

Delimitation of the core

The core is the protected cell company without its cells.
227.

Cell safeties

(1) A protected cell company may create and issue cell securities, including cell shares, in respect of any of its cells.
(2) Proceeds from the issuance 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 company may make a cellular distribution or a non-cellular distribution under section 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) cell shares, as applicable to shares that are not cell shares; and
(b) cell share capital as they apply 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 Mutual Funds and Hedge Funds Act may be redeemable at the option of the holder.

Subsection IV - Assets and liabilities

228.

Cell and core assets

(1) The assets of a protected cell company are either the cell assets or the core assets.
(2) It is the duty of the directors of a protected cell company -
(a) keep the cellular assets separate and distinct from the core assets; and
(b) keep the cell assets attributable to each cell separate and distinct from the cell assets attributable to other cells.
(3) The cell assets of a protected cell company shall include the assets of the company attributable to the cells of the company.
4. The assets to be allocated to a cell of a protected cell company shall include: - the assets of a protected cell company
Cell and core competencies
(a) assets represented by the proceeds of the cell 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 company shall include the assets of the company attributable to the core of the company.
(6) The assets to be included in the core of a protected cell company shall include -.
(a) assets represented by the proceeds of the core equity and reserves attributable to the core; and
(b) any other assets that are attributable to the core.
(7) For the purposes of subsections (4) and (6), the expression
-reserves includes retained earnings, additional paid-in capital and capital reserves.
(8) Notwithstanding the provisions of subsection (2), the directors of a protected cell company may cause or permit cell assets and core assets to be held.
(a) by or through a nominee; or
(b) by an entity whose shares and capital interests may be cell assets or core assets or a combination of both.
(9) The obligation imposed by paragraph (2) shall not be breached by the directors of a protected cell company causing or permitting cell assets or core assets, or a combination of both, to be jointly invested or jointly managed by an investment manager for the sole reason that the relevant devices remain separately identifiable in accordance with paragraph (2).
229.

Recourse agreements

(1) -recourse agreement means a written agreement between a protected cell company and a third party providing that, pursuant to an agreement entered into by the protected cell company (within the meaning of section 239(2)), protected assets may be subject to liability owed to that third party notwithstanding the provisions of this part.
(2) Prior to entering into a subrogation agreement, each director of the protected cell company authorizing it shall make a statement that he or she believes, for good cause shown, -
(a) that no creditor of the Company is unfairly prejudiced 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 adopted a resolution approving the subrogation agreement.
(3) A director who without reasonable excuse makes a statement under subsection (2) that is false, misleading or deceptive in relation to any material commits an offence and is liable on conviction to a fine not exceeding $7. 500.
(4) Any member or creditor of the protected cell company may, subject to such reasonable restrictions as the protected cell company may impose, examine or require a copy of the directors' statement.
(5) If a company fails to permit inspection or refuses a request for a copy under subsection (4), it commits an offence and is liable on conviction to a fine not exceeding $2. 500.
230.

Position of the creditors

(1) Subject to the terms of any subrogation agreement, the rights of creditors of a protected cell company shall be the same as the obligations provided for in sections 233 and 234.
(2) Subject to the terms of any subrogation agreement, no creditor of a protected cell company shall have any rights other than those specified in this section and sections 231, 232, 233 and 234.
(3) In any transaction entered into by a protected cell company, the following terms and conditions shall be included (except to the extent expressly excluded in writing) -
(a) that no party in any proceeding or otherwise or wherever may seek to hold or make any Protected Asset liable;
(b) that if any party succeeds by any means or wherever in making Protected Assets liable, that party shall be liable to pay to the Company an amount equal to the value of the benefit received by it thereby; and
(c) that if any party succeeds in seizing or attaching any Protected Assets by any means or otherwise enforces any execution, such party shall hold such assets or the proceeds thereof in trust for and on behalf of the Company and shall 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 trust as described in paragraph (3) (c) shall be credited against any concurrent liability imposed pursuant to the implied term set forth in paragraph (3) (b).
(5) Any asset or sum recovered from a protected cell company under the implied time limit referred to in subsection (3) (b) or (3) (c) or otherwise or wherever in the cases referred to in those subsections shall be applied by the company, after deduction or payment of all costs of recovery, to compensate the affected cell or (as the case may be) core.
(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 affected cell or core (as the case may be), the Company shall -
(a) cause or engage an independent expert, acting as an expert and not as an arbitrator, to certify the value of the assets lost to the affected cell or, as the case may be, the core; and
(b) transferring or paying the value of the lost assets from the cell or core assets to which the liability was attributable to the affected cell or (as the case may be) core, assets or sums sufficient to restore the affected cell or (as the case may be) core.
(7) This section applies extraterritorially.
231.

Call on cell assets by creditors

Notwithstanding the provisions of sections 230 and 233, and subject to the terms of any subrogation agreement, cell assets attributable to a cell of a protected cell company -.
(a) are available only to creditors of the entity who are creditors in respect of that cell and are therefore entitled to have recourse to the cellular assets attributable to that cell in accordance with the provisions of this Part;
(b) are absolutely protected from creditors of the entity that are not creditors in relation to that cell and accordingly are not entitled to access the cellular assets attributable to that cell.
232.

Recourse of creditors to the core capital

Notwithstanding the provisions of sections 230 and 234, and subject to the terms of any subrogation agreement, the core assets of a protected cell company -.
(a) are available only to creditors of the Company who are creditors in respect of the Core and who are thereby entitled to have recourse to the Core in accordance with the provisions of this Part; and
(b) are absolutely protected from creditors of the company who are not creditors in respect of the core and accordingly have no right of recourse to the core assets.
233.

Liability of cell assets

(1) Subject to the provisions of paragraph (2) and the terms of any subrogation agreement, a liability arises that is attributable to a particular cell of a protected cell company-.
(a) the cell values attributable to that cell are liable; and
(b) the liability is not a liability for protected assets.
(2) In the case of any loss or damage suffered by a particular cell of a protected cell company and caused by fraud committed by or on the core or any other cell, the loss or damage shall be the sole liability of the core assets of the company or (as the case may be) the assets of that other cell, without prejudice to the liability of any person other than the company.
(3) Any liability that is not attributable to a particular 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 cell assets attributable to a particular cell of a protected cell company shall be reduced at a rapid rate until the value of the total liabilities equals the value of such assets; provided, however, that the provisions of this section shall not apply in situations where a subrogation agreement exists or where any of the liabilities of the company's cell company result from fraud as described in paragraph (2).
(5) This section applies extraterritorially.
234.

Liability of core assets

(1) Subject to the provisions of subsection (2) and the terms of any subrogation agreement, a liability arises that is attributable to the core of a protected cell enterprise-.
(a) the core assets are liable; and
(b) the liability is not a liability for protected assets.
(2) In the case of loss or damage sustained by the core of a protected cell enterprise and caused by fraud committed by or on a cell, the loss or damage shall be the exclusive liability of the cell assets of that cell, without prejudice to the liability of any person other than the enterprise.
(3) This section has extraterritorial effect.
235.

Cell liability disputes

(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, on application by the protected cell company and without prejudice to any other right or remedy of any person, make a declaration in relation to the matter in dispute.
(2) The Tribunal shall, after hearing an application for a declaration under subsection (1) -
(a) may order that a person be heard on the application;
(b) may make an interim statement or adjourn the hearing conditionally or unconditionally;
(c) may make the declaration subject to such conditions as it thinks fit; and
(d) may direct that the declaration be binding on the persons named.
236.

Allocation of core assets and liabilities

(1) Liabilities of a protected cell company that are not otherwise attributable to one of its cells shall be released from the core assets of the company.
(2) Income, revenue and other assets or rights of a protected cell company not otherwise attributable to a cell shall be applied to and included in the core assets of the company.

Subpart V - Handling and arrangements with and within protected cell societies

237.

Company for informing persons with whom they are dealing about a company with protected cells

(1) A protected cell company must -
(a) inform any person with whom it does business that it is a protected cell company; and
(b) for the purposes of that transaction, identify or specify the cell in respect of which that person is carrying out a transaction, unless that transaction is not a transaction in respect of a particular cell, in which case it must specify that the transaction relates to the core.
(2) If, contrary to paragraph (1) , a protected cell company -
(a) fails to inform a person that he or she is doing business with a protected cell company and that person is otherwise unaware that he or she is doing business with a protected cell company and has no reasonable cause to believe that he or she is doing so; or
(b) has not identified or specified the cell or core in respect of which a person is conducting a transaction and that person is otherwise unaware of and has no reasonable basis for knowing which cell or core he or she is dealing with,
then, in either case -
(i) the Directors (notwithstanding anything to the contrary in the Memorandum or Articles of Association of the Company or in any contract with the Company or otherwise) incur a personal liability to that person in respect of the Transaction; and
(i) the Directors shall be entitled to indemnity against the core assets of the Company unless they have been fraudulent, reckless or negligent or have acted in bad faith.
(3) Where the court discharges a director under section 350 in whole or in part from his personal liability under subsection (2)(i) , the court may order that the liability in question be borne instead out of the cell or core assets of the protected cell company specified in the regulation.
238.

Transfer of cell assets from a protected cell company

(1) It shall be lawful, subject to the provisions of subsection (3), for the cell assets attributable to a cell of a protected cell company, but not the core assets of a protected cell company, to be transferred to another person wherever located or incorporated and whether or not the cell is a protected cell company.
(2) A transfer under subsection (1) of cell property attributable to a cell of a protected cell company shall not in itself entitle the creditors of that company to have recourse to the property of the person to whom the cell property was transferred.
(3) Subject to subsections (8) and (9), no transfer of cell property attributable to a cell of a protected cell company shall be made unless made under the authority of and in accordance with the terms of an order of the court under this section (a -cell transfer order ) .
(4) The court may not issue a cell transfer order with respect to a cell of a protected cell company-.
(a) unless she is satisfied -
(i) that the entity's creditors who have the right to access the assets attributable to the cells agree to the transfer; or
(i) that such creditors would not be unfairly prejudiced by the transfer; and
(b) without hearing the Authority's views on the matter.
(5) At the hearing on a motion for a cell transfer order, the court -
(a) May issue a temporary restraining order or adjourn the hearing with or without prejudice;
(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 considers appropriate, including conditions for the satisfaction of claims of creditors who are entitled to have recourse to cell assets attributable to the cell in respect of which the order is sought.
(7) The court may make a cell transfer order with respect to a cell of a protected cell company, notwithstanding that-.
(a) a liquidator has been appointed to act for the Company or the Company has passed a resolution for voluntary winding up;
(b) a bankruptcy petition has been filed in respect of the cell or another cell of the entity; or
(c) an administrative decision has been made in respect of the cell, the undertaking or another cell thereof.
(8) The provisions of this section do not affect the authority of a protected cell corporation to lawfully make payments or transfers out of cell assets due to a cell of the corporation to a person entitled to access those cell assets in accordance with the provisions of this part.
(9) Notwithstanding the provisions of this section, a protected cell company does not require a cell transfer order to invest and change cell assets or otherwise make payments or transfers of cell assets in the ordinary course of the company's business.
(10) Section 206 does not apply to a transfer of cell assets attributable to a cell of a protected cell company made in accordance with this section.
239.

Agreements between cells that affect cellular capacity, etc.

(1) For the avoidance of doubt, a protected cell company may enter into an agreement referred to in subsection (2) in the ordinary course of its business or of the business attributable to one of its cells.
Etc
(2) An -arrangement deals with the transfer, sale or assignment of the cell or core assets of a protected cell company that is effective.
(a) between one of the entity's cells;
(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 arrangement does not involve a transaction between the entity and another person.
(3) The Tribunal may, on the application of any person referred to in subsection (4) and subject to such conditions as it thinks fit, make an order in relation to -
(a) the implementation, administration or enforcement of an agreement; or
(b) any cell or core asset of a Protected Cell Entity that is subject to or affected by an Agreement, including (without limitation) an order for its allocation, transfer, disposition, tracing, transmission, preservation, application, restoration or delivery.
(4) An application may be made for an order under subsection (3).
(a) the protected cells undertaking;
(b) a director, liquidator or administrator of the company;
(c) the recipient or manager of a cell of the entity affected by the agreement;
(d) a manager of the entity's operations;
(e) a manager is attributable to the business or a cell of the entity subject to the agreement; or
(f) with the permission of the court, any other person directly or indirectly interested in or otherwise affected by the agreement.
5. A protected cell company shall make such adjustments to its accounts, including those of its cells, as are necessary or appropriate in relation to an agreement.
(6) For the avoidance of doubt -
(a) The adjustments referred to in paragraph 5 may include the transfer, disposal or assignment of assets, rights and liabilities of the protected cell company -
(i) between one of the entity's cells; (i) between the core and one of its cells; (iii) between the entity and the core; or
((iv) between the entity and any of its cells, but without prejudice to the entity's unique legal personality; and
(b) the execution of an agreement does not require a cell transfer order.
(7) An order under subsection (3) may be made ex parte.
(8) This section applies extraterritorially.

Subsection VI - Insolvency petitions

240.

Insolvency administration orders relating to cells

(1) Subject to the provisions of this section, if the court is satisfied with respect 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 subrogation agreement, the assets liable under that agreement) are, or are likely to be, insufficient to satisfy creditors' claims in respect of that cell;
(b) that the issuance of an administrative order for this cell would not be appropriate; and
(c) that the award of the contract under this section would accomplish the purposes set forth in subsection (3),
The court may issue an order under this section (a -Insolvency Administration Order ) with respect to such cell.
2. A settlement order may be made in respect of one or more of the following matters
(3) A receivership order is an order stating that the business and cellular operations of a cell are to be administered by a person named in the order (-the receiver ) to-
(a) the proper conduct of the business of the cell or the business attributable to it; and
(b) the distribution of the cell assets to which the cell is entitled (and, if the entity has entered into a subrogation agreement, the asset(s) liable under that agreement) to those entitled to draw on them.
(4) An insolvency order -
(a) may not be carried out if -
(i) a liquidator has been appointed to act in relation to the protected cell company; or
(i) the protected cell company has adopted a resolution for voluntary dissolution;
(b) may be made in respect of a cell subject to a regulatory order; and
(c) shall cease to exist on the appointment of a liquidator to act in relation to the Protected Cell Company but without prejudice to any previous act.
(5) No resolution for the voluntary dissolution of a protected cell company whose cell is subject to a bankruptcy petition shall be effective without leave of the court.
241.

Applications for receivership orders

(1) A petition in bankruptcy for a cell of a protected cell company may be filed by -
(a) the company;
(b) the directors of the Company;
(c) any creditor of the Company in respect of that Cell; (d) any holder of Cell Shares in respect of that Cell;
(e) the administrator of that cell; or
(f) the Authority.
(2) The court or tribunal shall, after hearing an action -
(a) for an insolvency order; or
(b) for leave under section 240(5) to make an order for voluntary winding up, may make an interim order or adjourn the hearing with or without reservation.
(3) Service of an application on the court for a decree of insolvency of a cell of a protected cell company shall be made -
(a) the company;
(b) the administrator (if any) of the cell;
(c) the Authority; and
(d) such other persons (if any) as the court may direct, each of whom shall have an opportunity to make representations to the court before the order is made.
242.

Functions of the receiver and effect of the insolvency order

(1) The receiver of a cell -
(a) may do anything necessary for the purposes mentioned in section 240(3); and
(b) has or is attributable to any of the functions of the Directors in relation to the business and cellular assets of the Cell.
(2) The recipient may at any time appeal to the court -
(a) for instructions concerning the scope or exercise of a function or power;
(b) in order that the bankruptcy order may be discharged or modified; or
(c) an order on any matter arising in the course of its receivership.
(3) In the exercise of his functions and powers, the recipient shall be deemed to act as an agent of the protected cell company and shall not incur any personal liability unless he is fraudulent, reckless, or grossly negligent or acts with malice aforethought. x
(4) A person dealing in good faith with the recipient is not interested in inquiring whether the recipient is acting within the scope of his authority.
(5) Where an application for a receivership order has been made and during its term no proceedings shall be commenced or continued against the protected cell company in respect of the cell in respect of which the receivership order has been applied for or made unless the receiver or the leave of the court agrees to do so and subject (if the court grants leave) to such conditions as the court may prescribe.
For the avoidance of doubt, the provisions of paragraph (5) shall be without prejudice to the rights of set-off and secured interest, including but not limited to the rights of the secured party in an action and the enforcement thereof.
(7) During the term of an insolvency order -.
(a) the functions of the Directors shall terminate in respect of, or be attributable to, the business and cell assets of the cell in respect of which the mandate was given; and
(b) If the Company has entered into a subrogation agreement involving the Cell, the Receiver of the Cell shall be deemed to be a director of the Protected Cell Company with respect to the assets liable under such agreement.
243.

Dismissal and modification of receivership orders

(1) The court shall not enforce a settlement order unless it appears to the court that the purpose for which the order was made has been or is not substantially achieved.
(2) After the hearing on a motion to issue or amend a settlement application, the court may issue a temporary restraining order or adjourn the hearing conditionally or unconditionally.
(3) Where the court makes a receivership order in respect of a cell of a protected cell company on the ground that the purpose for which the order was made has been achieved or substantially achieved, the court may order that any payment by the receiver to a creditor of the company in respect of that cell shall be deemed to be in full satisfaction of the company's liabilities to that creditor in respect of that cell; and the creditor's claims against the company in respect of that cell shall be deemed to be extinguished thereby.
(4) Nothing in subsection (3) has the effect of impairing or extinguishing any right or remedy of a creditor against another person, including a guarantee by the protected cell company.
(5) Subject to the provisions of -
(a) this Part and any rule of law 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 claims
to that creditor on the debts attributable to the company's liabilities.
other creditors; and
(c) any set-off agreement between the protected cell company and any of its creditors,
The cell assets of the company attributable to a cell of the company in respect of which an insolvency order has been made shall be realised in the winding up of the business of that cell or in the winding up of the business of that cell in accordance with the provisions of this Part and to the extent of their respective rights and interests in or against the company in each case.
7. The court may, on the disposal of an insolvency petition in respect of a cell of a protected cell company, order that the cell be wound up on such date as the court may specify.
(8) Immediately after the dissolution of a cell of a protected cell company, the company shall not transact any business or incur any liability in respect of that cell.
(9) If a receivership order is made or modified under this section, the receiver-.
(a) within 7 days after the date of the order effecting the discharge or modification, send a copy of the order to the registrar; and
(b) within such time as the court may direct, send a copy thereof to such other persons as the court may direct.
244.

Remuneration of the beneficiary

A recipient's compensation and any expenses properly incurred by him shall be paid in priority to all other claims out of the cell assets attributable to the cell for which the recipient was appointed.
245.

Information to be provided by the recipient

(1) If an insolvency order has been issued, the recipient -.
(a) promptly send a notice of the order to the protected cell company;
(b) send a copy of the order to the Registrar within 7 days of the date of the order;
(c) within 28 days of the day on which the order was placed -
(i) unless the court otherwise orders, serve a notice of the order on all creditors of the cell (to the extent he has knowledge of their addresses) ;
(i) send the notification of the order to the Authority; and
(d) within such time as the court may direct, send a copy of the order to such other persons as the court may direct.
(2) The Registrar shall give notice of the insolvency petition in such manner and for such period as the Registrar considers appropriate.

Subsection VII - Management contracts

246.

Administrative order relating to protected cell companies or cells

(1) Subject to the other provisions of this section, if the court is satisfied with respect 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 subrogation agreement, the asset(s) liable under that agreement) are insufficient or unlikely to satisfy creditors' claims in respect of that cell; or
(b) that the cell assets and non-cell assets of the company are insufficient or likely to be insufficient to meet the liabilities of the company, and the court is of the opinion that the making of an order under this section may achieve any of the purposes mentioned in subsection (4), the court may make an order under this section (an -administration order ) in relation to that company.
2. An administrative decision may be taken on one or more of the following matters
(3) An administration order is an order that, during the period for which the order is in force, the business and property of the cell or, as the case may be, the business and property of the company shall be managed by a person appointed by the court for that purpose (the -administrator ).
are-
(4) The purposes for which an administrative order may be issued.
(a) the continued existence of the cell or entity as a going concern;
(b) the more advantageous 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 the insolvency of the Cell or (as the case may be) the liquidation of the Company.
(5) A regulatory order, whether with respect to a protected cell company or a cell thereof-.
(a) may not be carried out 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 respect of the Company but without prejudice to any previous act.
(6) No resolution for the voluntary dissolution of a protected cell corporation, or a cell subject to an administrative order, shall be effective without leave of the court.
247.

Request for the issuance of an administrative order

(1) An action may be brought before the court for the issuance of an administrative order with respect to a protected cell company or a cell thereof by-.
(a) the company;
(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 the order is sought in respect of a cell, any creditor of the Company in respect of that cell or cells); or
(e) the Authority.
(2) The court or tribunal shall, after hearing an action -
(a) for an administrative decision; or
(b) for leave under sub-section (6) of section 246 for an order for voluntary winding up, may make an interim order or adjourn the hearing with or without reservation.
(3) An application to the court for an administrative order with respect to a protected cell company or a cell thereof shall be addressed to -.
(a) the company;
(b) the Authority; and
(c) any other person (if any) whom the court may direct, each of whom shall have an opportunity to make representations to the court before the order is made.
248.

Functions of the administrator and effect of the administrative mandate

(1) The administrator of a cell of a protected cell company -
(a) may do anything necessary for the purposes specified in section 246(4) for which the administrative order was made; 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 appeal to 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 his administration.
Functions of the administrator and effect of the administrative mandate
(3) In the exercise of his functions and powers, the Administrator shall be deemed to be an agent of the Protected Cell Company and shall not incur any personal liability unless he is fraudulent, reckless or grossly negligent or acts in bad faith.
(4) Persons acting in good faith with the administrator are not interested in inquiring whether the administrator is acting within the scope of his authority.
(5) Where an application for an administration order has been made and during its term no proceedings shall be brought or continued against the protected cell company or against any cell in respect of which the administration order has been applied for or made unless the administrator or the court's order granting exemption has been obtained and (if the court grants exemption) is subject to such conditions as 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 secured party arising from a charge and the enforcement thereof, are not affected by the provisions of paragraph (5).
(7) During the term of an administrative order -
(a) the directors' functions end in relation to, or are attributable to, the business and cell assets of the cell in respect of which the mandate was given; and
(b) If the Company has entered into a subrogation agreement involving the Cell, the Cell Administrator shall be deemed to be a director of the Protected Cell Company with respect to the assets liable under such agreement.
249.

Issuing and amending administrative orders

(1) The court shall execute an administrative order only if it appears 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 expedient to perform the contract.
(2) After the hearing on a petition for declaratory relief to modify an administrative order, the court may issue a temporary restraining order or adjourn the hearing conditionally or unconditionally.
(3) After the execution of an administrative order, the court may order-.
(a) where the administrative decision has been taken in respect of one of the following acts
protected cell company that any payment made by the liquidator to a creditor of the company shall be deemed to satisfy in full the liabilities of the company to that creditor and the creditor's claims against the company shall be deemed to be extinguished thereby;
(b) where the Administration Order has been made in respect of a Cell, that any payment by the Administrator to a creditor of the Company in respect of that Cell shall be deemed to satisfy in full the liabilities of the Company to that creditor in respect of that Cell and the creditor's claims against the Company in respect of that Cell shall be deemed to be extinguished thereby.
(4) Nothing in subsection (3) shall operate to impair or extinguish any right or remedy of any creditor against any other person, including any surety of the protected cell company.
250.

Remuneration of the administrator

The remuneration of an administrator and all expenses properly incurred by him shall be paid in priority to all other claims -.
(a) in the case of administration to a cell from cellular assets belonging to the cell; and
(b) in the case of the management of a protected cell company, from the non-cell assets of the company.
251.

Information to be provided by the administrator

(1) If an administrative decision has been issued, the administrator shall.
(a) promptly send a notice of the order to the protected cell company;
(b) send a copy of the order to the Registrar within 7 days of the date of the order;
(c) within 28 days of the day on which the order is placed.
(i) unless the court otherwise orders, give notice of 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 addresses are known to him(d) ;
(i) send the notification of the order to the Authority; and
(d) within such time as the court may direct, send a copy of the order to such other persons as the court may direct.
2. The registry administrator shall notify the administrative order in such manner and for such period as it considers appropriate.

Subsection VIII - Liquidation of companies with protected cells

252.

Provisions in connection with the liquidation of the Protected Cell Company

(1) Notwithstanding any provision of law or rule of law to the contrary, on the winding up of a protected cell company, the liquidator shall -.
(a) is required to deal with the assets of the company in accordance with the requirements of section 228(2)(2)(a) and (b); and
(b) in satisfaction of the claims of the creditors of the protected cell company, apply the assets of the company to the claimants in accordance with the provisions of this Part.
(2) Any provision of any regulation or rule of law providing that the assets of a corporation are to be realized and applied in a liquidation in satisfaction of the debts and liabilities of the corporation paripassu is amended and applies with respect to protected cell corporations 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, by reason of the act or default of a cell or of an officer acting in relation to a cell, the penalty shall be-.
(a) may be satisfied by the entity only out of the cellular assets attributable to the cell; and
(b) is not enforceable in any manner against any other assets of the entity, whether cell or core.
(2) Where a protected cell undertaking is subject to a criminal sanction, whether under this Act or otherwise, by reason of the act or default of the core or of an officer acting in relation to the core, then, without prejudice to any liability of that officer, the sanction shall be-.
(a) may be satisfied by the entity only out of core assets; and
(b) is in no way enforceable against cell assets.

PART XIV INVESTIGATIONS OF COMPANIES

254.

Definition of the auditor

In this Part, -inspector means an inspector appointed by any of the following persons Order under section 255(2).
255.

Investigation order

(1) A member or the registrar may apply to the Tribunal, either at the outset or on the application of the Tribunal, for an order directing an investigation of the company and any of its associated companies.
(2) If, on application under subsection (1), it appears to the applicant that the
The court that -
(a) the business of the Company or any of its affiliates is or has been carried on with the intent to defraud any person;
(b) the company or any of its affiliates was formed for a fraudulent or illegal purpose or is to be dissolved for a fraudulent or illegal purpose; or
(c) any person engaged in the formation, business or affairs of the Company or any of its affiliates has acted or may have acted fraudulently or dishonestly in connection therewith,
the Court may make any order it thinks fit in relation to an investigation of the company and any of its associated companies by an inspector who may be the Registrar.
(3) Where a member makes an application under subsection (1) , he shall give due notice thereof to the Registrar and the Registrar shall have the right to appear and be heard at the hearing of the application.
(4) An applicant under this section is not required to provide security for costs.
256.

Powers of the Court of First Instance

(1) An order made under section 255(2) must include an order appointing an inspector to examine the company and an order fixing the inspector's remuneration.
(2) The court may at any time make any order it considers appropriate in relation to the investigation, including but not limited to one or more of the following orders, namely - the -.
(a) replace the inspector;
(b) specify notice to an interested person or waive notice to a person;
(c) authorise the inspector to enter any premises where the court considers that relevant information may exist and to examine anything and make copies of any documents or records found in the premises;
(d) require any person to produce documents or records to the inspector;
(e) authorize the inspector to conduct a hearing, administer oaths or affirmations, and examine any person for oath or affirmation, and prescribe rules for the conduct of the hearing;
(f) Require any person to attend a hearing conducted by the inspector and to give testimony upon oath or affirmation;
(g) give instructions to the inspector or any interested person on any matter arising out of the investigation;
(h) require the inspector to submit an interim or final report to the court;
(i) determine whether an examiner's report should be published and, if so, direct 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 close an investigation; or
(k) require the undertaking to bear all or part of the costs of the investigation.
(3) The inspector shall submit to the registrar a copy of each report that the inspector prepares under this section.
(4) A report received by the registrar under paragraph (3) may be disclosed to another person only in accordance with an order of the court under paragraph (2) (i).
257.

Powers of the auditor

An inspector -
(a) has the powers specified in the decision appointing him; and
(b) provide a copy of the purchase order to an interested party upon request.
258.

Hearing in the Chamber

(1) An application under this Part and any subsequent proceedings, including applications for directions in relation to matters arising from the inquiry, shall be heard in camera unless the Tribunal otherwise orders.
(2) A person whose conduct is being investigated 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 counsel appointed by him for that purpose.
(3) No person shall publish anything in connection with any proceedings under this Part without the permission of the Court.
259.

Offences related to false information

A person who, being required by this Part to answer any question put to him by an inspector, -
(a) knowingly or recklessly makes a statement that is false, misleading or deceptive in any particular material; or
(b) knowingly or recklessly withholds any information the omission of which makes the information contained in any particular material misleading or deceptive commits an offence and is liable on conviction to a fine not exceeding US $ 10. 000.
260.

The auditor's report as evidence

(1) A copy of an inspector's report under this Part, certified by the registrar to be a true copy, shall be admissible in court proceedings as evidence of the inspectors' opinion on a matter contained in the report.
(2) A document purporting to be a certificate referred to in paragraph (1) shall be received and treated as evidence unless the contrary is proved.
261.

Privilege

(1) Nothing in this Part affects the legal professional privilege that exists in relation to a solicitor and his client.
(2) An oral or written statement or report made by an examiner or other person in an inquiry under this Part has absolute priority.

PART XV - PROTECTION OF MEMBERS

262.

Power of the Member to bring proceedings before the Court of First Instance

(1) A member of a company may apply to the court for an order under section 264 on the ground that-.
(a) the affairs of the Company have been, are being or are likely to be conducted in a manner which is or will be oppressive, unfairly discriminatory or unfairly prejudicial to him in his capacity as a Member;
(b) any actual or proposed act or omission of the Company (including any act or omission on its behalf) is or may be oppressive, unfairly discriminatory or unfairly prejudicial to it in its capacity as a Member; or
(c) the Company or any Director of the Company has engaged in or proposes to engage in conduct contrary to this Act or the Articles of Association of the Company.
(2) The provisions of this Part 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 those provisions apply to a member of the company; and references to a member or members shall be construed accordingly.
263.

Power of the Registrar to apply to the Court of First Instance

If, in the case of a company
(a) the registrar has received a report from an auditor based on the following
Part XIV; and
(b) it appears to the Registrar that -
(i) the affairs of the Corporation have been, are being or are likely to be conducted in a manner that is oppressive, unfairly discriminatory or unfairly prejudicial to the members of the Corporation generally or to any part of its members;
(i) any actual or proposed act or omission of the Company (including any act or omission on its behalf) is or may be oppressive, unfairly discriminatory or unfairly prejudicial to the members of the Company generally or to any of its members;
(iii) the company or a director of the company has engaged or intends to engage in conduct that is contrary to this Act or the company's articles of association, the registrar may apply to the court for an order under section 264.
264.

Powers of the Court of First Instance

(1) If the court is of the opinion that an action under section 262 or
263 well founded, it may make such order as it thinks fit granting relief in respect of the matters complained of.
(2) Without prejudice to the generality of subsection (1), the
Order can be -
(a) to regulate the conduct of the Company's business in the following areas
(b) direct the Company or the Director to comply with or restrain the Company or the Director from engaging in any conduct in contravention of this Act or the Memorandum or Articles of Association of the Company;
(c) otherwise require the undertaking to cease or desist from or to continue to do any act complained of by the applicant.
an act of which the applicant complains, which he has refrained from doing;
(d) in relation to a shareholder of the Company, require the Company or any other person to acquire the shareholder's shares;
(e) to amend or require the amendment of the Memorandum or Articles of Association of the Company;
(f) require the Company or any other person to pay compensation to the Member;
(g) cause the records of the Company to be corrected; (h) reverse any decision or action of the Company.
Company or its directors in contravention of this Act or the provisions of the
Memorandum or Articles of Association of the Company;
(i) authorising any member or other person or persons to institute civil proceedings in the name and on behalf of the Company on such terms as the Court may direct;
(j) authorise any member or other person or persons to intervene in any proceedings to which the Company is a party in order to continue, defend or discontinue 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 case of acquisition by the company itself, for the corresponding reduction of the capital accounts of the company.
(3) No order may be made against the company or any other person under this section unless the company or that person is a party to the proceedings in which the application is made.
(4) If an order under this section requires the Corporation to make no or only a specified amendment to the memorandum or articles, the Corporation shall not then make any such amendment in contravention of that requirement without leave of the Court.
(5) An amendment to the memorandum or articles of association made pursuant to an order under this section shall have effect as if it were a proper resolution of the company, and the provisions of this Act shall apply to the memorandum or articles so amended.
(6) A copy of an order of the court under this section amending or varying the memorandum or articles of association of a company shall be served by the company on the Registrar of Companies for registration within 14 days of the making of the order or such longer period as the court may allow.
(7) If a company contravenes subsection (6), the company commits an offence and is liable on conviction to a fine not exceeding $10. 000.

PART XVI DISQUALIFICATION ORDERS

265.

Disqualification orders

(1) For the purposes of this section -administrator, in relation to a company, means - -.
(a) an administrator appointed in accordance with Part VII of Part VII
XIII; or
(b) an administrator otherwise appointed by the court pursuant to written law.
(2) A disqualification order is an order of the court.
to prohibit a person -
(a) to be directors of a company or of an undertaking named in the appointment;
(b) to participate or be concerned in any way, directly or indirectly, in the management, formation or promotion of a company or any company specified in the order;
(c) being an administrator of a company or an undertaking named in the appointment;
(d) is the recipient of a cell from a Protected Cell Company or a Protected Cell Company specified in the Purchase Order;
(e) being a liquidator of a company or of a company named in the appointment.
3. The Tribunal may, either 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 of which the person against whom a disqualification order is sought is or has been a director or has participated directly or indirectly in the management, formation or promotion of that company.
(4) A person who intends to apply for an order under this section must give at least 10 days' written notice of that intention 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 made.
(6) A disqualification order may be made by consent in the absolute discretion of the court.
(7) A disqualification order may contain such ancillary and incidental conditions as the Tribunal considers appropriate.
8. The Tribunal shall indicate that a copy of the order will be served on the Tribunal.
(9) A disqualification order shall be valid for a period not exceeding 5 years as specified in it.
(10) Where a person who is already subject to such an order is disqualified, the time limits specified in those orders shall run concurrently unless the Tribunal orders them to run consecutively.
266.

Reason for issuing a disqualification order

(1) The Tribunal may order a disqualification if it is of the opinion that such person is, by reason of his conduct towards a company or otherwise, unfit to be concerned in the management, promotion or winding up of a company.
(2) In determining whether a person is unfit for the purposes of subsection (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 wrongdoing in connection with an enterprise;
(b) the person's past conduct and activities in business or financial matters;
(c) any conviction which the person has had for an offence relating to the promotion, formation, management, winding up or disqualification of a company,
(d) any convictions the person has had for a criminal offence, in particular for fraud or dishonesty;
(e) the conduct of the person in relation to an undertaking which has become insolvent;
(f) any misconduct or breach of any fiduciary or other duty by the person in relation to any company;
(g) whether the person has been disqualified by reason of misconduct or unfitness from employment in the management of a foreign company under the laws of any place outside Seychelles; and
(h) such other matters as the Court may deem appropriate.
267.

Right of appeal to the Court of Appeal

(1) Any person aggrieved by the making of a disqualification order by the Tribunal under section 265 may appeal to the Court of Appeal within thirty days of the date of the disqualification order.
(2) Service of an appeal to the Court of Appeal under subsection (1) shall be made on the registrar who has the right to appear and be heard at the hearing of the appeal.
(3) On an appeal under this section, the Court of Appeal may-.
(a) set aside the disqualification order;
(b) confirm the disqualification order in its entirety; or
(c) partially confirm the Disqualification Order, including, if it considers it appropriate, shortening or increasing the duration of the Disqualification Order.
(4) On the application of the appellant and on such terms as the Court of Appeal thinks just, the Court of Appeal may, on an appeal under this section, stay or vary the operation of the disqualification pending determination of the appeal.
268.

Modification of the disqualification orders

(1) A person who is subject to a disqualification order may apply to the Tribunal to vary the order and, if satisfied that it would not be contrary to the public interest, the Tribunal may make an order varying the disqualification order to such extent and on such terms as it thinks fit.
(2) An application under this section to vary a disqualification order may be heard only if the person on whose application the disqualification order was made has been served with not less than 28 days' notice (or such other period as the Tribunal may in its absolute discretion direct) before the day on which the hearing is to be held and, without prejudice to the foregoing, the Tribunal-
(a) provide that notice of the action shall also be served on such other persons as the court considers appropriate; and
(b) adjourn the hearing on the application for that purpose.
(3) A disqualification order may be modified with the consent of
be granted to the parties and in the absolute discretion of the court by consent.
(4) The court shall direct that a copy of any order modifying a disqualification order be served on the registrar.
269.

Revocation of disqualification orders

(1) A person who is subject to a disqualification order may apply to the Tribunal to set aside the order on the ground that he is no longer unfit to be concerned in the management of a company, and the Tribunal may allow the application if satisfied that-.
(a) it would not be contrary to the public interest to do so;
and
(b) the applicant is no longer unfit to engage in the management of an undertaking.
(2) An application under this section for the revocation of a disqualification order shall not be heard unless the person on whose application the disqualification order was made has been served with the application for revocation not less than 28 days (or such other period as the court may in its discretion direct) before the date of the hearing, and without prejudice to the foregoing the court may-.
(a) direct that the action on revocation be served on such other persons as the court may think fit; and
(b) adjourn the hearing on the application for that purpose.
(3) Revocation of a disqualification order may be made by consent with the consent of the parties and in the discretion of the court.
(4) The court shall direct that a copy of the order revoking a disqualification decision be served on the registrar.
270.

Consequences of the breach of a disqualification order

(1) A person who violates any provision of a disqualification order-.
(a) commits an offence and is liable on conviction to a fine not exceeding $10. 000; and
(b) is personally liable for all debts and liabilities of the Company in respect of which the offence was committed which arose at any time when he was in breach of the Disqualification Order.
(2) The liability of a person under subsection (1)(b) is 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 maintain a register to be known as the Registry.
of disqualification orders which contain information on -
(a) any disqualification order served on the registrar under section 265(7); and
(b) any order varying a Disqualification Order served on the Company.
Registrar under 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 open to inspection on payment of the applicable fee as set out in Part II of the Second Schedule.
(4) No person shall, by reason only of an entry in the register of disqualification orders, be construed as knowing that another person is the subject of a disqualification order.

PART XVII CANCELLATION, DISSOLUTION AND WINDING UP

Subsection I - Deletion and dissolution

272.

Delete

(1) The Registrar may remove the name of a company from the register. If -
(a) it is convinced that the company -
(i) has ceased trading or is no longer in operation;
(i) carry on business in Seychelles in the following countries
Infringement of section 5(2) of this Act;
(iii) has been used for fraudulent purposes;
(iv) may jeopardise the reputation of Seychelles as a financial centre; or
(b) the company does not -
(i) file any notice or document required to be filed under this Act;
(i) compliance with section 164 (company having registered agent) ;
(iii) comply with a request made by the Seychelles Revenue Authority, the Financial Intelligence Unit or the Registrar for any document or information provided under this Act or any other written law of Seychelles;
((iv) keep a register of directors, register of members, register of fees, register of beneficial owners or accounting records required to be kept by it under this Act or any other records required to be kept by it under this Act; or
(v) subject to paragraph (c), pay any penalty imposed by the Registrar under this Act; or
(c) the Company fails to pay its annual fee or any late payment penalty thereon to the Registrar within 180 days of the due date, provided that the removal under this paragraph does not occur until 1 January next year.
(2) Before the name of a company is struck off the register for the reasons mentioned in paragraph (1) (a) or (1) (b) , -.
(a) the Registrar shall send to the Company a notice stating that, unless within 30 days after the date of the notice the Company establishes a reason to the contrary, the Registrar will publish in the Gazette a notice of the intention to remove the name of the Company from the Register in accordance with paragraph (b); and
(b) After the expiry of the period of 30 days specified in the notice under paragraph (a), the Registrar shall, unless the company has shown cause to the contrary, publish in the Gazette a notice of its intention to remove the name of the company from the register after the expiry of 60 days from the date of publication of the notice in the Gazette under this paragraph.
(3) After the expiry of 60 days from the date of publication of the notice in the Gazette under paragraph (2) (b), the Registrar may remove 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 removal of the name of a company from the register in the Gazette
(5) The removal of the name of a company from the register shall take effect on the date on which the Registrar removes the name from the register in accordance with subsection (3).
(6) Penalties levied for an offence under this Act shall cease to apply on the date of the deletion of the name of a company under this section, provided that any unpaid penalty accruing before the date of deletion shall remain due and payable to the registrar.
273.

Appeal against the removal

(1) A person aggrieved by the removal of the name of a company from the register pursuant to a decision of the Registrar under section 272(1) may, within 90 days of the date of the removal published in the Gazette, appeal against the decision of the Registrar and the related removal to the Appeals Board in accordance with the procedure set out in the Financial Services Authority (Appeals Board) Regulations 2014.
(2) On an application under this section, the Board of Appeal may -
(a) uphold the Registrar's decision and the termination;
(b) annul and strike out 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 considers appropriate.
(3) A person dissatisfied with the decision of the Board of Appeals.
may appeal to the Tribunal under Rule 8(8) of the Financial Services Authority (Appeals Board) Regulations 2014 within 30 days of the decision.
(4) The Tribunal may, in relation to an appeal brought under subsection (5), confirm, set aside or vary the decision of the Board of Appeal and give such directions as it thinks fit and just.
274.

Effect of deletion

(1) Where the name of a company has been struck off the register, the company and the directors, members and any liquidators or administrative receivers of that company shall not be -
(a) institute any legal proceedings, carry on any business or deal in any way with the assets of the Company;
(b) defend a legal proceeding, bring a claim or assert a right for or on behalf of the Company; or
(c) act in any way in relation to the affairs of the Company.
(2) Notwithstanding subsection (1), where the name of a company has been struck off the register, or a director, member, liquidator or receiver thereof has been - -
(a) submit an application for the restoration of the undertaking to the competent authority.
Register;
(b) continue to defend proceedings brought against the entity before the date of exclusion; and
(c) continue to conduct legal proceedings instituted on behalf of the Company prior to the date of disqualification.
(3) The fact that the name of a company is struck off the register shall not prevent it from -
(a) the entity from incurring liabilities;
(b) any creditor who has a claim against the entity and is pursuing the claim to judgment or execution; or
(c) the Financial Intelligence Unit, the Seychelles Revenue Commission or any other governmental body from bringing an action against the company under any written law of Seychelles and from prosecuting the action to judgment or execution,
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 removed from the register.
275.

Dissolution of the company struck off the register

Where the name of a company which has been struck off the register under section 272 is so struck off for a period of five years continuously, it shall be dissolved with effect from the last day of that period.
276.

Restoration of the Company in the Register by the Registrar

(1) Subject to subsections (2) , (3) and (4) , where a company is not dissolved but its name has been struck off the register under-.
(a) section 272(1) (b) (v) for failure to pay penalties imposed by the Registrar under this Act (other than those referred to in section 272(1) (c)) ; or
(b) Section 272(1)(c) for failure to pay its annual fee or any late payment penalty thereon,
On application for the restoration of the name of the Company to the Register made in the form approved by a creditor, member, former member, director, former director, liquidator or former liquidator of the Company, the Registrar may, at its discretion and on payment of the restoration fee referred to in Part II of the Second Schedule and all outstanding fees and penalties, restore the name of the Company to the Register and issue a notice of restoration to the Company.
(2) Where the name of a company has been struck off the register under section 272(1)(b)(v) for non-payment of penalties imposed by the Registrar under this Act (other than under section 272(1)(b)(c) ), the company may not be restored under subsection (1) unless the Registrar is satisfied that the contravention of this Act for which the penalty was imposed is complete. (c) ), the company shall not be restored under subsection (1) unless the Registrar is satisfied that the contravention of this Act for which the penalty was imposed has been fully remedied.
(3) An applicant under subsection (1) must appoint a person authorised to provide international corporate services under the International Corporate Service Providers Act (Cap 275) as the registered agent of the restored company and file the restoration application with the Registrar on behalf of the applicant.
(4) If the proposed registered agent of the company was not the registered agent of the company at the time of removal from the register (the -outgoing registered agent ) , the application must be accompanied by written consent to the change of registered agent by the outgoing registered agent.
(5) The retiring registered agent of a company must give his written consent under subsection (4) unless any fees due and payable have not been paid.
(6) A company that is restored to the register under this section shall be deemed to continue in existence as if it had not been struck off the register.
277.

Court action for reinstatement of the company in the register

(1) Subject to subsection (2), where the name of a company has been struck off the register for any reason, an application may be made to the court for the restoration to the register of the name of the company which has been struck off or dissolved by-
(a) a creditor, member, former member, director, former director, liquidator or former liquidator of the company; or
(b) any other person who may have an interest in reinstating the company on the register.
(2) An application for the restoration of the name of a struck-off or dissolved company to the register under subsection (1) may be made to the court-.
(a) within ten years after the date of the notice published in the Gazette under section 272(4); or
(b) within five years after the date of dissolution under subsection 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) On application under subsection (1) and subject to subsection (1)
(5) the court may -
(a) reinstate the company on such terms and conditions as it thinks fit and register court appeals to reinstate the company around it
(b) give such directions or make such orders as it thinks necessary or desirable for the purpose of placing the Company and all other persons as nearly as may be in the same position as if the Company had not been wound up or struck off the Register.
(5) Where the court makes an order restoring a company to the register, the applicant under subsection (1) shall appoint a person authorised under the International Corporate Service Providers Act (Cap 275) to provide international corporate services to act as the registered agent of the restored company and who shall file a sealed copy of the restoration order with the Registrar on behalf of the applicant.
(6) On receipt of a filed copy of a sealed reinstatement order filed under paragraph (5) , but subject to paragraph (7) , the Registrar shall reinstate the company in the register with effect from the date and time at which the copy of the sealed order was filed.
(7) Notwithstanding receipt of a copy of the sealed reinstatement order, the registrar shall not reinstate the company in the register until-.
(a) payment to it of all outstanding annual fees and all 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 shall obtain written consent to the change of registered agent by the outgoing registered agent (who shall give such consent unless any fees due and payable to him have not been paid) .
(8) A dissolved company restored under this section shall be entered in the register by the name it had immediately before the dissolution, provided that if the name of the company has been restored in accordance with the Fifth Schedule, the company shall be restored to the register by its name consisting of its company number and the word -Limited.
(9) A company which is re-registered under this section shall be deemed to continue in existence as if it had not been dissolved or struck off the register.
278.

Appointment of the liquidator of the deleted company

(1) Where a company has been struck off the register, the registrar may apply to the court for the appointment of a liquidator of the company.
(2) Where the court makes a decision under subsection (1) -
(a) the Company is re-registered; and
(b) the liquidator shall be deemed to have been appointed under sections 309 and 315 of this Act.
279.

Undistributed property of the dissolved company

(1) Subject to subsection (2), any property of a company which has not been disposed of at the time of the winding up of the company shall vest in the Government of Seychelles.
(2) Where a company is restored to the register, any property other than money which has been transferred to the Government of Seychelles under subsection (1) on the winding up of the company and which has not been disposed of shall be returned to the company on restoration to the register.
(3 ) The company is entitled to payment by the Government of the Seychelles-
(a) all monies received by the Government of Seychelles under paragraph (1) in respect of the Company; and
(b) where property, other than money, has been transferred to the Government of Seychelles under paragraph 1 in respect of the Company and such property has been disposed of, an amount equal to the lesser of -
(i) the value of such property at the time of its transfer to the Government of Seychelles; and
(i) the amount realised by the Government of Seychelles from the sale of this property.
280.

Disclaimer

(1) In this section, -onerous property- means.
(a) an unprofitable contract; or
(b) property of the entity that is unsaleable or not readily marketable or that may give rise to an obligation to pay money or to perform an onerous act.
(2) Subject to paragraph (3), the Minister may, by notice in writing published in the Gazette, disclaim the title of the Government of Seychelles to any encumbered property to which the Government of Seychelles is entitled under Article 279.
(3) A statement in a notice disclaiming ownership under this section that the transfer of ownership to the Government of Seychelles was first notified to the Minister on a particular date shall, in the absence of evidence to the contrary, be evidence of the fact stated.
(4) Unless otherwise ordered by the Tribunal on the application of the Minister, the Minister shall not be entitled to reject the property unless the property is rejected-.
(a) within 12 months after the date on which the transfer of the property was notified to the Minister under section 279; or
(b) where a person interested in the property notifies the Secretary of State in writing that he must decide within three months of receipt of the notice whether or not to reject the property,
whichever comes first.
(5) Property rejected by the Minister under this section shall be deemed not to have vested in the Government of Seychelles under section 279.
(6) A disclaimer in this section -
(a) operates so as to terminate, with effect immediately before 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 release the Company from liability.
(7) A person who suffers loss or damage as a result of a disclaimer under this section-.
(a) is treated as a creditor of the company for the amount of the loss or damage having regard to the effect of an order of the court under subsection (8); and
(b) may apply to the court to order that the discarded property be delivered to or transferred to that person.
(8) The court may, on an application under subsection (7)(b), make an order under that subsection if it is satisfied that the discarded property is to be supplied or transferred only to the applicant.

PART II - VOLUNTARY DISSOLUTION OF THE SOLVENT COMPANY

281.

Application of this subpart

An entity may be voluntarily dissolved only if it is dissolved under this subsection.
(a) it has no obligations; or
(b) it is able to pay its debts as they fall due and the value of its assets equals or exceeds its liabilities.
282.

Voluntary resolution 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 scheme of winding up -
(a) certifying that the entity is and will be able to pay, pay or pay in full all its debts, liabilities and obligations as they fall due and that the value of its assets equals or exceeds its liabilities; and
(b) Specification -
(i) the reasons for the dissolution of the company;
(i) its estimate of the time required to wind up the business;
(iii) whether or not to authorise the liquidator to carry on the business of the company if he thinks fit; 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, is required to send to all members an account of the winding up prepared or made ready by the liquidator in respect of the winding up, his acts and transactions, including particulars of the amounts paid or received and the disposal of the assets of the company.
(2) A director who submits a certificate of solvency in a voluntary liquidation plan under subsection (1)(a) without having reasonable grounds for believing that the company is and will be able to pay, discharge or meet in full its debts, liabilities and obligations as they fall due commits an offence and is liable on conviction to a fine not exceeding $10. 000.
283.

Commencement of the voluntary liquidation of the solvent company

(1) Subject to subsection (2), a company may be voluntarily dissolved under this subsection-.
(a) if the entity -
(i) a special resolution that it be voluntarily dissolved; or
(i) if permitted by its memorandum or articles of association, an ordinary resolution that it be voluntarily dissolved; or
(b) if the period (if any) specified in the articles of association for the duration of the company expires and the company passes an ordinary resolution that it be wound up voluntarily; or
(c) if the event (if any) occurs on the happening of which the Articles provide that the Company shall be dissolved and the Company passes an ordinary resolution that it be voluntarily dissolved.
(2) A voluntary liquidation resolution of the members under subsection
(1) may not be adopted unless -.
(a) approves the voluntary resolution plan referred to in section 282(1) within 30 days after the date of that plan; and
(b) appoint 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 passed 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 refused; or
(c) the person to be appointed has not consented to his or her appointment.
(4) A decision under this section shall be void and of no effect if-.
(a) fails to appoint a liquidator in contravention of paragraph (2); or
(b) he appoints a person as liquidator in the circumstances mentioned in subsection (3) or in contravention of section 284.
(5) Subject to the provisions of this section, a voluntary winding up under this subsection shall commence on the passing of the resolution by the members for voluntary winding up under subsection (1) .
284.

Eligibility for liquidator under this subsection

(1) For the purposes of this subsection, a person is entitled to be appointed and to act as liquidator of a company if the person is not disqualified from acting as liquidator of a company under subsection (2).
(2) The following persons shall be disqualified from being appointed or acting as liquidator of a company -.
(a) a disqualified person under Part XVI or a person who is subject to an equivalent disqualification under the law of a country outside Seychelles;
(b) a minor;
(c) a disabled adult;
(d) an undischarged bankrupt;
(e) a person who is or has been at any time in the last two years a director of the Company;
(f) a person who is or has been within the last two years in a senior management position in relation to the company and whose functions or responsibilities include functions or responsibilities relating to the financial management of the company;
(g) a person who is the sole member of the Company; and
(h) a person who is an immediate family member of a person referred to in paragraph (e) , (f) or (g).
285.

Filing with the Registrar

(1) Within 21 days after the date of the passing of a resolution by the members for the voluntary winding up of a company under this subsection, the company shall file with the Registrar, together with the fee specified in Part II of the Second Schedule, the following-.
(a) a certified copy or extract of the members' voluntary winding-up order; and
(b) a certified copy or extract of the voluntary winding-up plan.
(2) The company shall ensure that the certified documents referred to in paragraph (1) are -
(a) certified as an original by the registered agent of the Company; and
(b) filed with the Registrar of Companies by the registered company.
(3) A breach of subsection (1) shall result in nullity and invalidity.
(a) the members' voluntary resolution to wind up; and
(b) the appointment of the liquidator or liquidators.
286.

Notice of voluntary liquidation

The liquidator of a company shall, within 40 days after the commencement of the voluntary liquidation under this subsection, publish in the approved form his appointment and 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 the Seychelles, a newspaper published and circulated at the place of the Company's principal place of business outside the Seychelles.
287.

Effect of the commencement of voluntary liquidation

(1) Subject to subsections (2) and (3), with effect from the commencement of the voluntary winding up of a company-.
(a) the liquidator has custody and control of the assets of the company; and
(b) the directors of the company remain in office but have no powers, functions or duties other than those required or permitted by this subsection.
(2) Paragraph (1)(a) does 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 subsection (1)(b), the directors may, after the commencement of the voluntary liquidation, by notice in writing, exercise the powers of the liquidator 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 lapsed under subsection (1) and has not been authorised to exercise them by the liquidator under subsection (3) commits an offence and is liable on conviction to a fine not exceeding $10. 000.
288.

Duties of liquidator under this subsection

(1) A liquidator appointed under this subsection shall-.
(a) take possession of, protect and realise the assets of the Company;
(b) identify all creditors and claimants of the entity;
(c) pay or provide for or discharge all claims, debts, liabilities and obligations of the Company; and
(d) having done so, 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) Where a notice or other document relating to a company is required by this subsection to be filed by a company appointed under this subsection or by a liquidator, the document must be filed only by the registered agent of the company.
289.

Powers of liquidator on voluntary winding up under this subsection

(1) Subject to subsection (2), a liquidator appointed under this subsection shall, for the purpose of performing the functions imposed on him by section 288, have all the powers of the company not reserved to the members under this Act or in the articles, including, but not limited to, the power to -
(a) to take custody of the property of the Company and in connection therewith to register any property of the Company in the name of the Liquidator or its nominee;
(b) sell assets of the entity at public auction or by private sale without notice;
(c) collect the receivables and assets due to or belonging to the Company;
(d) to borrow money from any person for any purpose that facilitates the winding up and dissolution of the company.
Company and to pledge or hypothecate any property of the Company as security for any such borrowing;
(e) negotiate and settle any claim, debt, liability or obligation of the Company, including any compromise or arrangement with any creditor or any person claiming to be a creditor or having any claim of any kind against the Company or itself;
(f) bring or defend any action, suit, prosecution or other civil or criminal proceeding in the name and on behalf of the Company or on behalf of the Liquidator;
(g) the engagement of legal advisers, accountants and other advisers and agents;
(h) continue the business of the Company if the liquidator considers it necessary or in the best interests of the creditors or members of the Company to do so;
(i) execute any contract, agreement or other instrument in the name and on behalf of the Company or in the name of the liquidator;
(j)to call on the capital;
(k) in accordance with this Part, make any payment or distribution in money or other property or in part in each; and
(l) to do and perform all other things necessary for the transaction of the affairs of the Company and the distribution of its property.
(2) Subsection (1) is subject to-.
(a) an order of the court relating to 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 any assets of the entity in which the creditor has a security interest.
(3) Notwithstanding subsection (1) (h), a liquidator shall not carry on the business of a company that has been involuntarily wound up for more than two years without the approval of the court.
(4) If more than one liquidator is appointed, any power hereby conferred may be exercised-.
(a) by one or more of them, as may be determined at the time of their appointment; or
(b) in the absence of such a determination, by any number of at least two persons.
290.

Vacancy in office of liquidator under this subsection

(1) If a vacancy occurs in the office of liquidator under this subsection, whether by reason of the death, resignation or removal of the liquidator, unless at least one liquidator remains in office, a suitable person shall be appointed by ordinary resolution as substitute liquidator.
(2) A person appointed as liquidator under this section shall-.
(a) within 14 days of his appointment, file with the Registrar a notice of appointment in the approved form; and
(b) within 30 days of his order, a notice of his order 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 the Seychelles, a newspaper published and circulated at the place of the Company's principal place of business outside the Seychelles,
291.

Resignation of liquidator under this subsection

(1) A liquidator under this subsection may resign only in accordance with this section.
(2) Subject to subsection (4), the liquidator must specify at least the following
14 days' notice of its intention to dispense with any member and director of the company.
(3) The notice of resignation shall be accompanied by a summary of the voluntary liquidation accounts and a report on the liquidator's conduct of the voluntary liquidation.
(4) The directors and members of the company may resolve to accept the resignation of the liquidator on less than 14 days' notice.
(5) On the expiry of the period of notice specified in the notice, or such shorter period of notice as may be accepted by the members and directors under subsection (4), the liquidator may serve a notice of resignation on every member and director of the company.
(6) Where a liquidator resigns, he shall file with the Registrar a notice of his resignation and his resignation shall take effect from the date of filing.
(7) On receipt of a notice of resignation filed by a liquidator under paragraph (6), the Registrar shall forthwith send a copy of the notice of resignation to the registered agent of the company.
292.

Removal of liquidator under this subsection

(1) A liquidator under this subsection shall not be removed from office unless, as follows.
(a) a resolution of members of the Company; or
(b) a decision of the court under this section.
(2) The court may, on the application of a person referred to in subsection (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 decree of the court in connection with the voluntary dissolution of the company; or
(b) the court has reasonable grounds for believing that -
Removal of liquidator under this subsection
(i) the conduct of the liquidator in the voluntary liquidation is below the standard that can be expected of a reasonably competent liquidator;
(i) the liquidator has an interest which conflicts with 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 court may require an applicant to provide security for costs incurred by the liquidator in connection with the application.
(5) After the hearing of an action under this section, the court may make such interim or other order as it considers appropriate, including the appointment of a liquidator to replace the liquidator removed by the order.
(6) Where a liquidator is removed from office by order of the court or by resolution of members, the company shall furnish to the Registrar a copy of the order or a certified copy or extract thereof.
(7) On receipt of a copy order or copy or extract order under paragraph (6), the Registrar shall forthwith send a copy thereof to the registered agent of the company.
293.

Cancellation of voluntary liquidation

(1) In the case of a voluntary liquidation commenced under this subsection and subject to subsection (3), a company may, before filing with the registrar a notice of completion of the liquidation under section 297(1), revoke the voluntary liquidation of the company by ordinary resolution.
(2) A company shall file a certified copy or extract of the resolution referred to in subsection (1) with the Registrar, who shall keep it and enter it in the register.
(3) The revocation of a voluntary liquidation under subsection (1) shall not take effect until the certified copy or certified extract order referred to in subsection (1) is registered with the Registrar.
(4) Within 40 days immediately after the day on which the resolution referred to in subsection (1) is lodged with the Registrar, the Company shall cause a notice to be published in - that the Company has cancelled its intention to be voluntarily dissolved and wound up.
(a) the Gazette or a newspaper published and circulated daily in Seychelles; and
(b) unless the Company has no principal place of business outside the Seychelles, a newspaper published and circulated at the place of the Company's principal place of business outside the Seychelles.
(5) A company that contravenes subsection (4) is liable to pay a penalty of $25 for each day or part thereof on which the contravention continues.
(6) A director who knowingly permits a contravention under subsection (4) is liable to a penalty of $25 for each day or part thereof during which the contravention continues.
294.

Termination of voluntary liquidation by the court

(1) The court may at any time after the appointment of a liquidator under this subsection make an order terminating the voluntary liquidation if satisfied that it would be just and proper to do so.
(2) An application under subsection (1) may be made by the liquidator or by a director, member or creditor of the company.
(3) Before making an order under subsection (2), the court may require the liquidator to file a report on any matter relevant to the action.
(4) An order under subsection (1) may be made subject to such conditions as the court thinks fit and the court may, when making the order or at any time thereafter, give such supplementary directions or make such other order as it thinks fit in connection with the termination of the voluntary winding up.
(5) Where the court makes an order under subsection (1) , the company shall cease to be in voluntary liquidation and the liquidator shall cease to hold office with effect from the date of the order or such later date as may be specified in the order.
(6) If the court makes a decision under subsection (1) , the applicant shall file a copy of the decision with the registrar.
(7) Upon receipt of a copy order under paragraph (6), 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 being or is to be voluntarily wound up under this subsection may apply to the court for an order relating to any aspect of the winding up and, on application, the court may make such order as it thinks fit.
296.

Interim balance sheet on the implementation of the liquidation

(1) After the expiration of a year beginning with the date of commencement of a voluntary liquidation and after the expiration of each subsequent year, the liquidator shall, if the liquidation has not been completed, also-.
(a) distributed in writing to all members; or
(b) call a general meeting of the members of the Company at which the liquidator shall lie before the meeting,
a report on its actions and transactions and on the implementation of the settlement in the previous year.
(2) The liquidator may call a general meeting of the company at any other time.
297.

Resolution

(1) On the completion of a voluntary liquidation under this subsection, the company shall file with the Registrar, together with the fee referred to in Part 2 of the Second Schedule, a notice in the approved form from the liquidator of the company that the voluntary liquidation of the company under this subsection has been completed.
(2) The company shall cause the notice of liquidator referred to in subsection (1) to be filed with the Registrar by the registered agent of the company.
(3) On receipt of a notice from a liquidator under subsection (1), the registrar shall-.
(a) remove the name of the company from the register; and
(b) issue a certificate of dissolution in the approved form certifying the dissolution of the Company.
(4) Where the Registrar issues a certificate of dissolution under subsection (3), the dissolution of the company shall take effect from the date of issue of the certificate.
(5) Immediately after the Registrar issues a certificate of dissolution under subsection (3), the Registrar shall cause to be published in the Gazette that the company has been struck off the register and dissolved.

SUBSECTION III - VOLUNTARY LIQUIDATION OF AN INSOLVENT COMPANY

298.

Application of this subpart

Subject to the provisions of this subsection, a company may be voluntarily liquidated under this subsection if it is insolvent.
299.

Meaning of insolvent

For the purposes of this subpart and subpart IV (compulsory fields)
dissolution by the court), a company is insolvent when -
(a) the value of its liabilities exceeds or will exceed its assets; or
(b) it is or will be unable to pay its debts as they fall due.
300.

If the company was found to be insolvent

(1) If at any time the liquidator of a company in voluntary liquidation under Part II (Voluntary winding up of solvent company) is of the opinion that the company is insolvent, he shall forthwith-.
(a) discontinue the conduct of the voluntary liquidation pursuant to subsection II; and
(b) give written notice thereof to every member and known creditor of the Company.
(2) A liquidator who contravenes subsection (1) commits an offence and is liable on conviction to a fine not exceeding $10. 000.
301.

Commencement of the voluntary liquidation of an insolvent company

(1) Subject to subsection (2), a company may be voluntarily dissolved under this subsection if the company passes a special resolution that it be voluntarily dissolved.
(2) A voluntary winding-up resolution under subsection (1) shall not be passed unless-.
(a) the decision -
(i) appoint a liquidator or two or more joint liquidators to manage 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 dissolution is subject to this subsection; and
(b) the directors of the Company have provided 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 as at the latest practicable date before the preparation of the financial statements.
(3) A liquidator shall not be appointed by a resolution passed 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 refused; or
(c) the person to be appointed has not consented to his or her appointment.
(4) A decision under this section shall be void and of no effect if-.
(a) fails to appoint a liquidator in contravention of paragraph (2); or
(b) he appoints a person as liquidator in the circumstances mentioned in subsection (3) or in contravention of section 284 (power to liquidate) .
(5) Subject to the provisions of this section, a voluntary winding-up under this subsection shall commence on the passing of the special resolution for voluntary winding-up under subsection (1) .
302.

Application of certain provisions of Subsection II to this Subsection

The following sections of subsection II apply mutatis mutandis with respect to a liquidator appointed under this subsection-.
(a) Section 284 (authority to liquidate) ;
(b) Section 287 (effect of commencement of voluntary liquidation) ;
(c) Section 288 (duties of liquidator) ; (d) Section 289 (powers of liquidator) ;
(e) Section 290 (vacancy in office of liquidator) ; (f) Section 291 (resignation of liquidator) ;
(g) section 292 (removal of liquidator) , except that the words - dissolution of member in subsection (1)(a) of section 292 shall be treated as omitted and the words - dissolution of creditors substituted;
(h) Section 293 (abolition of voluntary liquidation) , except that the words -ordinary in section 293(1)(a). (a) shall be treated as omitted and substituted for the words -dissolution of creditors;
(i) section 294 (termination of voluntary dissolution by the
Court) ; and
(j) Section 295 (power to apply to court for order).
303.

Filing with the Registrar

(1) Within 21 days after the date of the passing of a resolution for the voluntary winding up of a company under this subsection, the company shall file with the Registrar of Companies a certified copy or extract of the voluntary winding up resolution accompanied by the fee specified in Part II of the Second Schedule.
(2) The company shall ensure that the certified copy or extract of the voluntary winding up order referred to in subsection (1) -
(a) certified as an original by the registered agent of the Company; and
(b) filed with the Registrar of Companies by the registered company.
(3) A violation of subsection (1) shall result in nullity and invalidity.
(a) the voluntary dissolution of a special resolution; and
(b) the appointment of the liquidator or liquidators.
304.

Notice of voluntary liquidation

Liquidator to convene the first meeting of creditors

(1) The liquidator of a company shall, as soon as practicable after his appointment under this subsection, convene a meeting of the company's creditors (in this section referred to as -the first creditors' meeting) not less than 14 days before the day on which the meeting is to be held.
(a) sending a notice of meeting to each creditor; and
(b) advertising 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 the Seychelles, a newspaper published and circulated at the place of the Company's principal place of business outside the Seychelles.
(2) Prior to the date of the first meeting of creditors, the liquidator shall, at the request of any creditor, give to that creditor - a notice of the first meeting of creditors
(a) a list of the company's creditors known to the liquidator; and
(b) such other information concerning the affairs of the company as the creditor may reasonably require and as 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 every exercise of his powers since his appointment.
(4) At the first creditors' meeting, 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) A contravention of subsections (1) , (2) or (3) is an offence and the liquidator is liable on conviction to a fine not exceeding $10. 000.
306.

Audit of the liquidator's accounts by creditors

(1) In a winding up under this subpart, if the liquidator has
has disposed of the assets of the Company, it is subject to this section -
(a) convene a meeting of creditors for the purpose of considering 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 relation to a meeting of creditors referred to in subsection (1)(a), the liquidator of a company must not, less than 14 days before the day on which the meeting is to be held -
(a) give notice of the meeting to each creditor; and
(b) convene the meeting by advertisement 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 the Seychelles, a newspaper published and circulated at the place of the Company's principal place of business outside the Seychelles.
(3) In relation to a proposed distribution under subsection (1)(b), the liquidator of a company must not less than 14 days before the date on which the distribution is to be made-
(a) send a notice of distribution to each creditor; and
(b) dissemination through 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 circulated 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 subsection (1)(a).
(5) Subject to subsections (2) (3) , (6) and (7), the liquidator shall, after holding the meeting referred to in subsection (1) (a) , distribute such part of the assets of the company as he thinks fit in respect of any claim.
(6) Subsection (5) does not affect the right of a liquidator, director, member or creditor of a company to apply to the court for an order in relation to any aspect of the winding up, including in relation to a creditor's claim.
(7) If there is a pending action in the Court in respect of any aspect of the winding up, including a creditor's claim, the liquidator shall not pay or discharge any debt or obligation of the company -
(a) until the determination of the action by the court; or
(b) previously with the written consent of all creditors or with the permission of the court.
307.

Accounting for the liquidation before the dissolution

(1) As soon as the affairs of the company are fully wound up under this subsection, the liquidator shall prepare a written account of the winding up and of the acts and transactions of the liquidator, including particulars of the amounts paid or received and of the disposal of the assets of the company.
(2) The liquidator shall provide the members of the company with a copy of his statement of account referred to in subsection (1).
308.

Resolution

(1) Upon completion of a voluntary liquidation under this subsection and compliance by the liquidator of the company with section 307, the company shall file with the Registrar of Companies a notice in the approved form from the liquidator of the company 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 notification of the insolvency administrator in accordance with
Subsection (1) , to be filed with the Registrar of Companies by the registered agent of the Company.
(3) On receipt of notice of a liquidator under subsection (1), the
The registrar shall -
(a) remove the company from the register; and
(b) issue a certificate of dissolution in the approved form certifying the dissolution of the Company.
(4) Where the Registrar issues a certificate of dissolution under subsection (3), the dissolution of the company shall take effect from the date of issue of the certificate.
(5) Immediately after the Registrar issues a certificate of dissolution under subsection (3), the Registrar shall cause to be published in the Gazette that the company has been struck off the register and dissolved.

Subsection IV - Compulsory liquidation by the court

309.

petition for compulsory winding-up

(1) If any of the circumstances referred to in section 310 apply to a company, an application may be made to the court, by the company, by a director, member, creditor or liquidator or by any other interested party for the compulsory winding up of the company.
(2) An order of the court on an application under subsection (1) shall have effect for the benefit of all the creditors of the company as if the application had been made by them.
310.

Circumstances in which the court may dissolve the company

A company may be dissolved by the court if -
(a) the Company has resolved by special resolution that the Company be dissolved by the Court;
(b) the company does not commence business within one year from the date of its incorporation;
(c) the entity suspends operations for a full year;
(d) the Company has no members (other than the Company itself if it holds its own shares as treasury shares) ;
(e) the Company is insolvent within the meaning of section 299;
(f) the Company has failed to comply with an instruction of the Company.
Registrar under section 31 to change his name; or
(g) the court considers that it is just and equitable to wind up the company.
311.

The authority may be heard during the processing of the application

(1) An application for an order for the compulsory winding up of a company referred to in subsection (2) shall not be heard unless a copy of the application is served on the Authority not less than 7 days (or such other period as the Tribunal may in its discretion direct) before the date on which the application is to be heard.
(2) The undertakings referred to in paragraph (1) are -.
(a) a company operating as an investment fund under the mutual scheme.
Fund and Hedge Fund Act;
(b) a protected cell company; and
(c) Companies of any other class or description prescribed by the Authority for the purposes of this Section.
(3) At the hearing on the application, the Authority may make submissions to the Tribunal which the Tribunal 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 Registrar, Authority or Minister may make winding up petition

(1) A company may be dissolved by the court if the court is of the opinion that it is desirable that the company should be dissolved for the protection of the public or the reputation of Seychelles.
(2) An application under subsection (1) for compulsory winding up of a company may be made only by the Registrar, the Authority or the Minister to the Court.
(3) An order of the court on an application under subsection (1) shall have effect for the benefit of all the creditors of the company as if the application had been made by them.
(4) This section is in addition to and not in derogation of the other provisions of this Part and any other enactment relating to dissolution.
313.

Power to close proceedings and appoint a provisional liquidator

When applying for compulsory winding up of a company or at any time thereafter, any creditor of the company may apply to the court for an order -.
(a) on such terms as the Court thinks fit, restrain any action or proceeding pending against the Company;
(b) appoint a provisional liquidator to ascertain the assets and liabilities of the Company, to manage its affairs and to do all such acts as the Court may authorise.
314.

Powers of the Court of First Instance to hear appeals

After hearing an application to compulsorily wind up a company, the court may grant the application on such terms as it thinks fit, refuse the application or make such other order as it thinks fit.
315.

Appointment of the liquidator in compulsory liquidation

(1) In making an order of execution, the court shall appoint such liquidator as it thinks fit, who may be a liquidator nominated by the applicant.
(2) The court may, before or after appointing any person as liquidator, direct that any moneys received by him shall be paid into such account as the court may direct.
(3) Subject to the conditions for the appointment of the liquidator, a liquidator appointed by the court shall-.
(a) take possession of, protect and realise the assets of the Company;
(b) identify all creditors and claimants of the entity;
(c) pay or provide for or discharge all claims, debts, liabilities and obligations of the Company; and
(d) having done so, distribute the surplus assets of the Company among the Members in accordance with their respective entitlements under the Articles of Association of the Company.
(4) Where under this subsection a notice or other document is required to be filed by a liquidator, the document may, if the liquidator is not a resident of Seychelles, be filed only by -
(a) a person authorised to provide international corporate services under the International Corporate Service Providers Act (Cap 275); or
(b) a lawyer in the Seychelles acting on behalf of the liquidator.
316.

Remuneration of the liquidator

The fees of a liquidator appointed by the court shall be fixed by the court.
317.

Filing with the Registrar

(1) Within 21 days after the day on which the court makes a compulsory winding-up order under this subsection, the company shall submit to the Registrar a copy of the compulsory winding-up order together with the fee specified in Part II of the Second Schedule.
(2) The company shall procure that the copy of the winding-up order referred to in subsection (1) is lodged with the Registrar by the registered agent 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 by publication of his appointment as liquidator and of the compulsory liquidation of the company.
(a) the Gazette or a newspaper published and circulated daily in Seychelles; and
(b) unless the Company has no principal place of business outside the Seychelles, a newspaper published and circulated at the place of the Company's principal place of business outside the Seychelles.
319.

Liquidator to convene the first meeting of creditors

(1) The liquidator of a company shall, as soon as practicable after his appointment under this subsection, convene a meeting of the company's creditors (in this section referred to as -the first creditors' meeting) not less than 14 days before the day on which the meeting is to be held.
(a) sending a notice of meeting to each creditor; and
(b) advertising 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 the Seychelles, a newspaper published and circulated at the place of the Company's principal place of business outside the Seychelles.
(2) Before the date of the first meeting of creditors, the liquidator shall
at the request of a creditor, that creditor -
(a) a list of the company's creditors known to the liquidator; and
(b) such other information concerning the affairs of the company as the creditor may reasonably require and as 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 every exercise of his powers since his appointment.
(4) At the first creditors' meeting, 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) A contravention of subsections (1) , (2) or (3) is an offence and the liquidator is liable on conviction to a fine not exceeding $10. 000.
320.

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

(1) Subject to subsection (2), with effect from the appointment of a liquidator in a compulsory winding up of a company-.
(a) the liquidator has custody and control of the assets of the company; and
(b) the directors of the Company shall continue in office but shall cease to have any powers, functions or duties unless the liquidator or the Court authorises their continuance.
(2) Paragraph (1)(a) does 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 lapsed under subsection (1) and his or her
the exercise was not authorised by the liquidator or the court commits an offence and is liable on conviction to a fine not exceeding $10. 000.
(4) Upon the making of a compulsory winding-up order, the company shall cease to carry on business unless it is expedient for the economic winding-up of the company.
(5) Subject to subsection (4), the constitution and powers of the Corporation shall, unless otherwise provided in its articles, continue until dissolution.
(6) A company that contravenes subsection (4) commits an offence and is liable on conviction to a fine not exceeding $10. 000.
321.

Powers of a liquidator appointed by the court

(1) Subject to subsection (2), a liquidator appointed by the court shall have the following powers-.
(a) to take custody of the property of the Company and in connection therewith to register any property of the Company in the name of the Liquidator or its nominee;
(b) sell assets of the entity at public auction or by private sale without notice;
(c) collect the receivables and assets due to or belonging to the Company;
(d) to borrow money from any person for any purpose facilitating the winding up and dissolution of the Company and to pledge or hypothecate any property of the Company as security for such borrowing;
(e) negotiate and settle any claim, debt, liability or obligation of the Company, including any compromise or arrangement with any creditor or any person claiming to be a creditor or having any claim of any kind against the Company or itself;
(f) bring or defend any action, suit, prosecution or other civil or criminal proceeding in the name and on behalf of the Company or on behalf of the Liquidator;
Forces of the
a liquidator appointed by the court
(g) the engagement of legal advisers, accountants and other advisers and agents;
(h) continue the business of the Company if the liquidator considers it necessary or in the best interests of the creditors or members of the Company to do so;
(i) execute any contract, agreement or other instrument in the name and on behalf of the Company or in the name of the liquidator;
(j)to call on 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 transaction of the affairs of the Company and the distribution of its property; and
(m) do any other act authorized by the court.
(2) Subsection (1) is subject to-.
(a) an order of the court relating to the powers of the liquidator, including an order requiring the liquidator to obtain the sanction of the court before exercising a particular power; and
(b) the rights of a secured creditor in respect of assets of the entity in which the creditor has a security interest.
322.

Resignation, removal or death of the liquidator

(1) In a forced dissolution -
(a) a liquidator may resign or be removed from office by the court; and
(b) If a vacancy occurs in the office of liquidator by reason of resignation, removal or death, the court may fill the vacancy.
(2) If the court makes a decision under subsection (1) , the applicant shall file a copy of the decision with the registrar.
(3) Upon receipt of a copy order under paragraph (2), the registrar shall promptly send a copy of the order to the registered agent of the company.
323.

Audit of the liquidator's accounts by creditors

(1) In a compulsory liquidation, when the liquidator has realized the claim.
the assets of the company, it is subject to this section -
(a) convene a meeting of creditors for the purpose of considering 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 relation to a meeting of creditors referred to in subsection (1)(a), the liquidator of a company shall 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 assembly 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 the Seychelles, a newspaper published and circulated at the place of the Company's principal place of business outside the Seychelles.
(3) In relation to a proposed distribution under subsection (1)(b), the liquidator of a company must not, less than 14 days before the date on which the distribution is to be made, -
(a) send a notice of distribution to each creditor; and
(b) dissemination through advertising in -
(i) the Gazette or a newspaper published and circulating daily in Seychelles; and
Audit of the liquidator's accounts by creditors
(i) unless the Company has no principal place of business outside the Seychelles, a newspaper published and circulated at the place of the Company's principal place of business outside the Seychelles.
(4) A member of the Company shall have the right to attend the meeting referred to in subsection (1)(a).
(5) Subject to subsections (2) (3) , (6) and (7), the liquidator shall, after holding the meeting referred to in subsection (1) (a) , distribute such part of the assets of the company as he thinks fit in respect of any claim.
(6) Subsection (5) does 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 relation to any aspect of the liquidation, including in relation to a creditor's claim.
(7) If there is a pending action in the Court in respect of any aspect of the winding up, including a creditor's claim, the liquidator shall not pay or discharge any debt or obligation of the company -
(a) until the determination of the action by the court; or
(b) previously with the written consent of all creditors or with the permission of the court.
324.

Power to refer matters to the Court of First Instance for directions

A liquidator or a director, member or creditor of a company which is or is about to be compulsorily wound up may apply to the court for an order relating to any aspect of the winding up and, on application, the court may make such order as it thinks fit.
325.

Declaration of compulsory liquidation before dissolution

(1) As soon as the affairs of the company have been fully wound up, the liquidator must prepare, or cause to be prepared, a written account of the winding up containing particulars of the conduct of the winding up and the acts and transactions of the liquidator, including the disposal of the assets of the company.
(2) The liquidator shall provide a copy of his account statement referred to in paragraph 1 to - a copy of his account statement.
(a) the court; and
(b) the members of the Company.
(3) The copy of the statement of account submitted to the court under subsection (2) shall not be publicly available.
326.

Resolution

(1) On completion of a winding up under this subsection and compliance by the company's liquidator with section 325, the company shall file with the Registrar of Companies a notice in the approved form from the company's liquidator that section 325 has been complied with and that the compulsory winding up of the company has been completed.
(2) The company shall procure that the notice of liquidator referred to in subsection (1) is filed with the Registrar by the registered agent of the company.
(3) On receipt of notice of a liquidator under subsection (1), the
The registrar shall -
(a) remove the company from the register; and
(b) issue a certificate of dissolution in the approved form certifying the dissolution of the Company.
(4) Where the Registrar issues a certificate of dissolution under subsection (3), the dissolution of the company shall take effect from the date of issue of the certificate.
(5) Immediately after the Registrar issues a certificate of dissolution under subsection (3), the Registrar shall cause to be published in the Gazette that the company has been struck off the register and dissolved.

Subpart V - General provisions for the settlement of settlements

327.

Interpretation

For the purposes of this subsection -
(a) -charge means as defined in section 176;
(b) -privilege means a privilege under Article 2102 or 2103 of the Civil Code of Seychelles Act;
(c) a -secured creditor is a creditor of an entity that is -secured by the entity
(i) has a charge over each of the entity's assets;
or
(i) is entitled to a privilege against any of the following persons
the assets of the company;
(d) -secured assets, in relation to a charging privilege, means assets over which the charge or privilege exists.
328.

liquidator to convene creditors' meetings

(1) The liquidator shall convene a meeting of creditors of a company in liquidation if - the liquidator
(a) a meeting is demanded by the company's creditors under paragraph (2); or
(b) he is ordered by the court to do so.
(2) A meeting of creditors may be requested in writing by at least ten percent of the value of the creditors of the company.
329.

distribution of 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 the debts owed to the other creditors of the company; and
(c) any agreement between the Company and any of its creditors relating to set-off,
The assets of the company in liquidation shall be realized and used in the satisfaction of the debts and liabilities of the company on aparipassu basis.
(2) The surplus assets of the Company shall thereafter (unless otherwise provided in the Articles) be distributed among the Members in proportion to their respective rights and interests in the Company.
330.

Expenses from settlement

All costs, charges and expenses properly incurred in winding up 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 subsections (3) and (4), on the winding up or insolvency of an undertaking, the amount due to a secured creditor from the secured assets or the proceeds of sale thereof shall be paid in priority to all other claims.
(3) Priority among secured creditors with security over 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) On the winding up of a company, every privilege conferred by the articles shall be observed.
2101 of the Civil Code of Seychelles Act shall be deemed to be void and a creditor claiming such rights shall be deemed to be an unsecured creditor.
332.

Special payments

(1) In this section -relevant date means -means-.
(a) in relation to a compulsorily liquidated company which has not previously commenced voluntary liquidation, the date of the winding-up order; and
(b) in any other case, the date of commencement of settlement.
(2) Subject to sections 330 and 331 and subsection (3), on the winding up of a company, priority shall be given to the payment of all other debts-.
(a) any tax, fee or penalty (if any) payable by the Company to the Registrar or the Authority under this Act which has become due and payable within twelve months before the relevant date; and
(b) all wages, salaries and other compensation of an employee of the entity not exceeding $6,000 in the aggregate per employee with respect to services rendered to the entity during three months prior to the relevant date, provided that if an employee is owed an amount in excess of $6,000, the excess amount may be claimed as a non-priority debt along with all other non-priority secured creditors of the entity.
(3) The debts referred to in subsection (2) shall be -.
(a) rank pari passu among themselves and are paid in full unless the assets are insufficient to satisfy them, in which case they are paid down in equal shares; and
(b) to the extent that the assets of the Company available to general creditors are insufficient to satisfy them, have priority over the claims of Noteholders under any floating charge created by the Company and are payable accordingly out of any assets comprised in or subject to such charge.
(4) Subject to the retention of amounts necessary to cover the costs and expenses of settlement, the claims referred to in paragraph (1) shall be waived immediately to the extent that the assets are sufficient to cover them.
(5) Where a payment on a salary basis or other remuneration has been made to an employee of a company out of moneys drawn by a person for that purpose, that person shall, in a winding up, have a right of priority in respect of the moneys so paid out and paid up to the amount by which the amount in respect of which that employee would have been entitled to priority in the winding up has been reduced by reason of the payment made.
333.

No share transfers after the start of settlement

Any transfer of shares in a company made after the commencement of a winding up, other than a transfer to or with the consent of the liquidator, shall be void.
334.

Company to be notified of the petition for winding up

The court shall not hear a petition to dissolve a company under this Act unless it is satisfied that the company has been notified of the date, time and place of the hearing of the petition.
335.

Hearing in the Chamber

An action in the court under this part and all subsequent proceedings, including an action for an order, shall be heard in camera unless otherwise ordered by the court.
336.

The Company undertakes not to engage in any business after the dissolution

(1) Immediately after the winding up of a company (whether by a voluntary winding up, a compulsory winding up or otherwise(g), the company shall -.
(a) ceases to exist as a body corporate established or continued under this Act; and
(b) not incur any commercial or contractual debts or obligations.
(2) Any member of a company who causes or permits the company to contravene subsection (2) (b) is personally liable for any debt or obligation.
337.

Measures against persons responsible for criminal offences

(1) If, in the course of the winding up of a company, it appears that a person described in subsection (2)-.
(a) misappropriated or otherwise misapplied any of the following 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 any offence or breach of fiduciary duty in relation to the Company,
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 subsection (1) are - -
(a) any past or present executive officer of the entity;
(b) any other person who is or has been directly or indirectly involved in any way in the promotion, formation or management of the Company.
(3) On an application under subsection (1), the court may consider and order the conduct of the person concerned -.
(a) repay, restore or set off such money or property;
(b) to contribute that amount to the assets of the Company;
(c) to pay interest on such amount at such rate and from such date, at the discretion of the Court in respect of the default, whether by way of indemnity or compensation 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 a preference to a person at any time after the beginning of a period of 6 months immediately before the relevant date.
(2) For the purposes of this section-.
(a) an entity favours an individual when -
(i) that person is one of the creditors of the company or a surety or guarantor of any of the debts or other liabilities of the company; and
(i) the Company does or permits to be done anything which will improve the position of that person on the winding up of the Company;
(b) the relevant date is the earlier of -
(i) the date of any application to the court for compulsory winding up of the Company; or
(i) the date on which the Company passes a resolution of the members for the voluntary winding up of the Company.
the -
(3) When the court takes a position on an action under subsection (1).
(a) the company was insolvent within the meaning of section 299 at the time the preference was granted or became insolvent as a result of the grant of the preference; and
(b) the undertaking, in deciding to grant a preference, was influenced by a desire to achieve the effect referred to in paragraph (2) (a) (i),
the court may make such order as it thinks fit to restore the position which it would have occupied in the absence of the preference of the undertaking.
(4) Without prejudice to the generality of subsection (3) , but subject to subsection (5) , an order under this section may-.
(a) require that the assets transferred in connection with the grant of the preference be transferred to the Company;
(b) require property to be transferred if it is in the hands of a person the use either of the proceeds of the sale of the property so transferred or of the money so transferred;
(c) the release or discharge (in whole or in part(s)) of any security given by the Company;
(d) require any person to pay to the liquidator such sums in respect of benefits provided to him by the company as the court may order;
(e) provide for any surety or guarantor whose obligations to any person have been released, reduced, or discharged by the granting of the preference to stand under such new or revived obligations to that person as the court deems appropriate;
(f) provide security for the performance of all obligations arising or resulting from the appointment;
(g) provide for the extent to which any person whose property is transferred to the company by the order or on whom obligations are imposed by the order shall be able to claim or otherwise be liable on winding up.
which have resulted from the granting of the preference or have been released, reduced or made redundant 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 he is the person to whom the preference has been granted, but it shall not -
(a) impair property rights acquired by a person other than the corporation in good faith, for value, and without notice of the existence of circumstances that would permit an order to be sought under this section;
(b) interfere with a right conferred by such a right; or
(c) require a person to pay to the liquidator an amount in respect of a benefit received by that person at a time when that person was not a creditor of the company and received by that person in good faith, for value and without notice of the existence of circumstances enabling an order under this section to be sought.
(6) In the application of this section to any case in which the preferred person is connected with the company-.
(a) the reference in subsection (1) to 6 months is to be read as a reference to 2 years; and
(b) it is presumed, unless the contrary is proved, that the undertaking was influenced in its decision to give the preference by the desire referred to in paragraph (3) (b).
(7) For the purposes of subsection (6), a person is at any time with the company -connected if the company knew or ought to have known at that time-.
(a) that person had a material direct or indirect ownership, financial or other interest in or connected with the entity (other than as a creditor, guarantor or surety); or
(b) another person had such an interest in or connection with both that person and the company.
(8) The fact that something is done or allowed to be done pursuant to a court order does not, without more, preclude a preference.
(9) Nothing in this section affects any other remedy.

part xvIII fraudulent and unlawful trading

339.

The offence of fraudulent trading

If any business of a company is carried on with intent to defraud creditors (whether of the company or of any other person), or for fraudulent purposes, any person who is knowingly a party to the business so carried on commits an offence and is liable on conviction to a fine not exceeding $100. 000 or to imprisonment for a term not exceeding 5 years or to 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 the right of the cell of, a protected cell company pursuant to a bankruptcy or administration order,
it appears that any business of the company or cell (as the case may be) was carried on with intent to defraud creditors (whether of the company, cell or any other person) , or for fraudulent purposes, paragraph (2) has effect.
2. The Tribunal, at the request of -
(a) the liquidator, administrator or a creditor or member of the company; or
(b) the administrator, receiver or a creditor or a member of the cell of the protected cell company,
May declare that any person who knowingly participated in the conduct of the business in the manner aforesaid shall be liable to make such contributions to the assets of the Company or Cell (as the case may be) as the Court may think fit.
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 appears that subsection (2) applies to a person, the court shall apply to the
The offence of fraudulent trading
Civil liability for fraudulent transactions
Civil liability of directors for unlawful trading
application of the liquidator or of any creditor or member of the company, may declare that such person is liable to make such contribution to the assets of the company as the court thinks fit.
(2) This subsection applies in relation to a person if-.
(a) the company has entered bankruptcy;
(b) knew or ought to have concluded at some time before the commencement of the winding up of the company that there was no reasonable prospect of the company avoiding insolvency; 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 subsection (2)(b) was first satisfied in relation to him, he took all steps to minimise the potential loss to the company's creditors which he should have taken.
(4) For the purposes of subsections (2) and (3), the facts which a director of a company should know, the inferences which he should draw and the action 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 is insolvent if it goes into liquidation at a time when its assets are insufficient to pay its debts and other liabilities and the costs of winding up.
(6) This section applies without prejudice to section 340.
342.

Civil liability of directors for wrongful trading: cells of the protected cell company

(1) Subject to subsection (3), if in the course of winding up the business of a cell of a protected cell company under a bankruptcy or administration order it appears to the court that subsection (2) applies to a person, the court may, on the application of the liquidator, receiver or any creditor or member of the cell, declare that the person is liable to make such contribution to the assets of the cell as the court thinks fit.
(2) This subsection applies in relation to a person if-.
(a) the cell has gone bankrupt;
(b) knew or should have concluded at some time before the commencement of the liquidation that there was no reasonable prospect of the cell preventing an insolvent liquidation; and
(c) that person was a director of the Protected Cell 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 subsection (2)(b) was first satisfied in relation to him, he took all steps to minimise the possible loss to the creditors of the cell which he should have taken.
(4) For the purposes of subsections (2) and (3), the facts which a director of a protected cell company should know, the conclusions which he should reach and the action 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 cell goes into insolvency if the cell assets attributable to the cell (and, if the company has entered into a subrogation agreement, the assets liable under that agreement) are insufficient to meet the claims of creditors in respect of that cell and the costs of the receivership or administration order (as the case may be).
(6) This section applies without prejudice to section 340.
343.

Proceedings under sections 340, 341 or 342

(1) At the hearing of an application under section 340, 341 or
342, the applicant may testify himself or call witnesses.
(2) Where the court makes a declaration under section 340, 341 or 342, it may give such further directions as it thinks fit; in particular, the court may-.
(a) provide that the liability of a person under the declaration is to be treated as a charge for -
(i) any debt or obligation owed to it by the entity or the cell;
(i) any mortgage, charge, pledge, lien or other security over any assets of the Company or Cell owned or held by the Company;
Proceedings under § 340,
341 or 342
(iii) any rights in any mortgage, hypothecation, lien or other security over any assets of the Company or the Cell owned by or assigned to the Company or the Cell or any person on its behalf or any person claiming as assignee by or through the Responsible Person or any person acting on its behalf; and
(b) make such other orders as may be necessary to enforce the fees imposed under this subsection.
(3) For the purposes of paragraph (2) (a) -assignee-.
(a) includes a person to whom or for whose benefit, under the directions of the person liable, the debt, obligation, mortgage, charge, lien, pledge, or other security was created, issued, or transferred, or the interest created, but
(b) does not include an assignee for valuable consideration (not including consideration by way of marriage) made in good faith and without notice of any of the matters on the basis of which the declaration is made.
(4) Where the court makes a declaration under 340, 341 or
342 in respect of a person who is a creditor of the company or cell of the protected cell company, it may order that the whole or any part of it be
Part of a debt owed by the company or cell to that person, plus any interest.
take priority after any other debts owed by the company or cell and after any interest on those debts.
(5) Sections 340, 341 or 342 shall have effect notwithstanding that the person may be criminally liable for matters in respect of which the declaration is required to be made under the section.

PART XIX REGISTRAR

344.

Register guide for international companies

Subject to the provisions of this Act, the Registrar shall be responsible for -.
(a) to exercise the functions of the Registrar under this Act;
and
(b) the administration of this Act.
345.

Official seal

The registrar shall cause to be prepared a seal known as an official seal to be used by the registrar in authenticating or otherwise issuing documents required for or in connection with businesses formed or continued under this act.
346.

Register

1. The registrar shall hold -
(a) a register of international companies containing the information referred to in paragraph (2);
(b) in relation to each company referred to in section 181(3), a register of registered charges; and
(c) a register of disqualification orders under section 271.
(2) The register of ITCs maintained by the Registrar under 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 any 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 Trading Companies;
(f) the date on which an entity is re-consolidated.
Register of International Trading Companies;
(g) subject to subsection (4), the name and address of each undertaking.
the directors of the Company; and
(h) such other information as the Registrar considers appropriate.
(3) The registers kept by the Registrar under subsection (1) and the information contained in any document filed may be kept in such manner as the Registrar thinks fit, including, in whole or in part, by means of a device or apparatus -
(a) records or stores the information magnetically, electronically or by other means; and
(b) which allows the information recorded or stored to be verified and reproduced in a legible and usable form.
(4) In the event that a copy of the register of companies has not been filed with the registrar in accordance with section 152, the registrar shall not be required to include the name and address of the directors of the company in the register of ITCs maintained by him under subsection (1)(a).
347.

Inspection of the documents submitted

(1) Except 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 specified in Part II of the second schedule-.
(a) to inspect the registers kept by the Registrar under section 346(1); and
(b) examine any qualifying document filed with 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 the 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) Except as otherwise provided in this Act, a person may require another written law of Seychelles and the Registrar shall, on payment of the fee specified in Part II of the Second Schedule, issue a certified or
uncertified copy -
(a) a certificate of incorporation, merger, consolidation, arrangement, continuation, discontinuance, conversion, dissolution or good standing of a company; or
(b) any qualifying document or part thereof filed with the Registrar.
(2) A document or a copy of, or an extract from, a document or part of a document certified by the Registrar under subsection (1) is
(a) establish a prima facie case as to the matters therein; and
(b) be admissible in evidence in any proceedings as if it were the original document.
349.

Optional registration of the specified registers

(1) A company may choose to submit a copy of any or all of the following documents to the Registrar for registration -.
(a) its membership list;
(b) its fee register; or
(c) its register of beneficial owners.
(2) A company that has elected to file a copy of a register under subsection (1) shall, by the time it is able to file a notice under subsection (3), file any changes in the register by filing a copy of the register containing the changes.
(3) A company that has elected to file a copy of a register under subsection (1) may discontinue the entry of changes in the register by filing a notice in the approved form.
(4) If a company chooses to file a copy of a register under paragraph (1), the company shall be bound by the contents of the copy register then filed until such time as it may file a notice under paragraph (3).
350.

Voluntary filing of annual accounts by international business enterprises

A company may, but is not required to, file with the Registrar a copy of its annual accounts, if any.
351.

Certificate of good standing

(1) The Registrar shall, on application by any person and on payment of the fee specified in Part II of the Second Schedule, issue a certificate of good standing under the official seal in the approved form stating that a company is in good standing if 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 filed any file relating to the voluntary or compulsory liquidation of the company.
(2) The certificate of good standing issued under subsection (1) shall contain a statement as to whether-.
(a) the company has filed with the Registrar a memorandum of amalgamation or consolidation which has not yet taken effect;
(b) the company has filed with the Registrar Articles of Association which have 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 proceedings have been instituted by the Registrar to remove the name of the Company from the Register.
(3) Where a company is not in good standing at the time of the application, the Registrar shall issue a certificate of official search under section 352 in lieu of an opinion, for which no additional fees shall be charged.
352.

Certificate via the official search

(1) Any person who, on payment of the fee referred to in Part II of the contract.
Second schedule, may ask the registrar for a certificate of official search.
under the official seal of the Registrar of Companies, for each company, which shall contain the following particulars -
(a) the 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) if applicable, the date of its conversion into a company under this Act;
(e) the address of its registered office;
(f) the 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 exited) ; and
(j)the number of -
(i) outstanding registration fees; and
(i) satisfied and discharged registered charges.
From-
(2) The information referred to in subsection (1) shall be obtained.
(a) the registers maintained by the Registrar under section 'Registers'.
346(1) ; and
(b) the documents filed 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 required to include the name and address of the directors of the company in any certificate of official search issued in respect of that company.
353.

Form of the documents to be deposited

(1) The Registrar or the Authority may, as the case may be, approve forms to be used when specified in this Act.
(2) If a form is required to be in -approved form is required.
(a) contain the information specified in; and
(b) have attached to it the documents required by, the form approved under subsection (1) by the Registrar or the Authority.
(3) Where this Act requires a document to be served on the Registrar or the Authority in the approved form and the form of the document has not been approved by the Registrar or the Authority under subsection (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 any action required of him under this Act for which a fee is prescribed until all fees are paid; or
(b) for good cause, waive in whole or in part any penalty imposed under this Act.
(2) Before any penalty is imposed under this Act by the Registrar, the person concerned shall be given an opportunity to be heard.
(3) Penalties imposed by the Registrar on a person for a contravention of any provision of this Act shall be limited to a maximum amount of $2. 500 per contravention.

PART XX OBLIGATIONS TOWARDS 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 nominee acting on behalf of another) who, in relation to a company -.
(a) ultimately owns (directly or indirectly and whether alone or jointly with any other person or entity) more than 25% of the shares in the Company;
(b) (directly or indirectly and whether alone or jointly with any other person or entity) exercises ultimate control over more than 25 % of the total voting rights of the members of the Company;
(c) has the power (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) is otherwise entitled to exercise or effectively exercise control over the undertaking or its management;
Listed under Company means - -
(a) an entity 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 recognized stock exchange;
-recognized exchange means - -
(a) a securities exchange licensed under the Securities Act; (b) a recognized foreign securities exchange within the meaning of
the Securities Act; or
(c) any other stock exchange which is a Member of the World.
Federation of 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, the
Information required by section 356(1)(a) to (d) inclusive.
(2) A pledgee with security interests in shares of a company under a lien (as defined in section 89) shall not be a beneficial owner for the purposes of this Part merely because it consists only of such security interests.
(3) If 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 actually 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 a beneficial interest in more than 25% of the capital of the Trust Property;
(b) the class of persons in whose principal interest the trust is established or operated, unless the trust is established or operates exclusively for the benefit of the persons referred to in subparagraph (a); or
(c) any person having control of the trust.
(4) If a foundation ultimately owns or controls (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 is otherwise entitled to exercise or actually exercise control over the company or its management, for the purposes of this Part a beneficial owner of the company is-.
(a) any person who owns or has a beneficial interest in more than 25% of the capital of the assets of the Foundation;
(b) the group of persons in whose primary interest the foundation is established or operated, unless the foundation is established or operates exclusively for the benefit of the persons referred to in subparagraph (a); or
(c) any person having control of the Foundation.
(5) For the purposes of subsections (3) (c) and (4) (c), -control means a power, whether alone, jointly with another person or with the consent of another person, by law or under the trust deed or the foundation deed or, as the case may be, the regulations, --the
(a) dispose of, prefer, lend, invest, pay or apply any of the assets of the trust or foundation;
(b) amend the terms of the Trust Deed or the Trust.
Statutes or Regulations;
(c) add or remove a person as a beneficiary;
(d) appoint or remove trustees, protectors or council members; or
(e) the exercise of any of the powers referred to in paragraphs (a) , (b) , (c) or (d) directly, with withholding 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 record therein the following information -.
(a) the name, residence, date of birth and nationality of each beneficial owner of the Company;
(b) information on the beneficial interests of each beneficial owner
and how it's being 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 entity.
(2) A company shall ensure that the information required to be kept in its register of beneficial owners under subsection (1) is accurate and up to date.
(3) Subsection (1) does not apply to a listed company.
(4) The register of beneficial owners may be kept in such form as the directors may approve, but if it is magnetic, electronic or other data storage, the company must be able to produce legible evidence of its contents.
(5) An entry relating to a former beneficial owner of the company may be removed from the register after the expiry of seven years from the date on which that person ceased to be the beneficial owner of the company.
(6) The register of beneficial owners shall be prima facie evidence of all matters directed or permitted by this Act to be included therein.
(7) A company that contravenes subsection (1) or (2) is liable to pay a penalty of $500 and an additional penalty of $50 for each day or part thereof that the contravention continues.
(8) A director who knowingly permits a violation under subsection (1) or (2) is liable to pay a penalty of $500 and an additional penalty of $50 for each day, or portion thereof, that the violation continues.
357.

Verification of the register of beneficial owners

(1) Each of the following persons shall be entitled free of charge to
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 entered as the beneficial owner of the company whose name is entered as the beneficial owner in the register of beneficial owners of the company.
(2) The right of a person to inspect under subsection (1) is subject to such reasonable time or other restrictions as the company may impose by its articles or by resolution of the directors, but not less than 2 hours on any business day for inspection.
(3) A person with the right of inspection under subsection (1) is entitled to request a copy of, or an extract from, the company's register of beneficial owners, and the company may charge a reasonable copying fee.
(4) If an examination under subsection (1) is refused or if a specimen document requested under subsection (3) is not provided within 21 working days after the request is made -.
(a) the entity commits an offence and is liable on conviction to a fine not exceeding US$5,000; and
(b) the injured party may apply to the court for an order that he may inspect the register or that a copy of the register or an extract therefrom be made available to him.
(5) On an application under subsection (4), the Tribunal may make such orders as it thinks fit.
358.

Correction of the register of beneficial owners

(1) If - when -
(a) information required for entry in the register of beneficial owners is deleted from the register or entered incorrectly 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 aggrieved by the omission, inaccuracy or delay may apply to the court for an order rectifying the register.
2. On an application made pursuant to paragraph 1, the court or tribunal 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 the costs of the application and all the damages incurred by the applicant;
(b) determine any question relating to the right of a person involved in the proceedings to have his or her name entered in or removed from the register of beneficial owners, whether the question arises between -
(i) two or more beneficial owners or presumed beneficial owners; or
(i) between one or more beneficial owners or alleged beneficial owners and the entity; and
(c) otherwise determine any matter necessary or expedient 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 - means -.
(a) in the case of a beneficial owner, the registrable information; and
(b) in the case of another person, any information enabling that person to be contacted by the Company.
(2) A company to which section 356(1) applies must identify each beneficial owner of the company.
(3) Without limiting subsection (2) , an entity to which section
356(1) applies, must serve on any person whom he knows or has reason to believe to be a beneficial owner in relation to him a written notice requiring the addressee to -
(a) state whether or not it is a beneficial owner in relation to the entity; and
(b) communicate, confirm or correct, as appropriate, the registrable particulars relating to him.
(4) A company to which section 356(1) applies may also give written notice to a person under this section if the company knows or has reasonable grounds to believe that the person knows the identity of a beneficial owner of the company or knows the identity of a person who is likely to have that knowledge.
(5) A notice under subsection (4) may require the addressee-.
(a) indicate whether or not the recipient knows the identity of any beneficial owner in relation to the entity or knows the identity of any person who is likely to have such knowledge; and
(b) if so, to provide information on such persons who are
within the knowledge of the recipient.
(6) Notwithstanding subsections (2) to (5), a company may at any time give notice in writing to a member of the company to provide, confirm or correct the registrable details of the beneficial owner in respect of shares held by him.
(7) A notice under this section shall specify that the addressee must comply with the notice within 30 days of the date of the notice.
(8) A company is not required to take any action or give any notice under this section in relation to a beneficial owner if the company has already been notified in writing of the person's status as a beneficial owner in relation to him and provided with all registrable particulars.
(9) If a company contravenes subsection (2) or (3) , it commits an offence and is liable on conviction to a fine not exceeding $50. 000.
360.

Disclosure of information on beneficial ownership

(1) In this section, a -relevant change occurs with respect to a person.
(a) the person ceases to be a beneficial owner in relation to the entity; or
(b) any other change occurs as a result of which the registrable information given for the person in the register of beneficial owners of the company is incorrect or incomplete.
(2) Within 30 days after a person becomes a beneficial owner in relation to a company, he shall give notice in writing to the company of the registrable particulars relating to him.
(3) If a material change occurs with respect to a person, it shall be made within two weeks after receipt of the change.
30 days after the change in question, a written notification to the company of -
(a) the relevant amendment;
(b) the date on which it occurred; and
(c) any information necessary to update the business register.
the beneficial owners.
(4) Within 30 days after receiving a notice from the Corporation under section 359, a person shall comply with that notice by providing the Corporation in writing with the information requested in the notice.
(5) No person shall make any false or misleading statement under paragraphs (2) , (3) or (4).
(6) Subsections (2) , (3) and (4) do not apply in relation to a listed company.
(7) If a person violates subsections (2) , (3) or (4)-.
(a) he commits an offence and is liable on conviction to a fine not exceeding USD 50 000;
(b) all voting and distribution rights attached to the relevant shares or guarantee membership are suspended until full compliance with the breached provisions has been achieved; and
(c) Any right to transfer or redeem the relevant Shares or Guarantee Membership will be suspended until full compliance with the breached provisions has been achieved.
(8) If a person contravenes subsection (5) , he commits an offence and is liable on conviction to a fine not exceeding $50. 000.

PART XXI OTHER PROVISIONS

361.

Exemption from certain laws

(1) A company, including all income and profits of a company, shall be exempt from the Trade Tax Act.
(2) Notwithstanding subsection (1), the Business Tax Act, the Tax Administration Act and any tax treaty shall apply to a company to the extent necessary to enable the Seychelles Revenue Authority to comply with a request for information to the Government of Seychelles under a tax treaty.
(3) For the purposes of payment to it, a company shall be deemed to be a non-resident for the purposes of the Trade Tax Act.
(4) No tax is payable on the capital gain realised -.
(a) in respect of shares, debentures or other securities of an entity;
(b) by an entity on the disposal of any of its assets.
(5) No estate, inheritance, inheritance or gift tax shall be payable on shares, debentures or other securities of a company.
(6) A company shall be exempt from the provisions of the Income and Benefits in Kind Tax Act unless -.
(a) it receives remuneration or benefits in kind in respect of an employee resident in Seychelles (within the meaning of the Income and Benefits Tax Act) which are chargeable to tax under the Income and Benefits Tax Act and which are not exempt; and
(b) from which the employer has not withheld such remuneration or tax on benefits in kind (within the meaning of the Income and Benefits in Kind Tax Act) in accordance with section 5 of the Income and Benefits in Kind Tax Act.
(7) An undertaking shall be exempt from the provisions of the -
(a) the Foreign Exchange Act; and
(b) the Value Added Tax 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 subsection (2) , notwithstanding the provisions of the
Stamp Duty Act all instruments relating to -
(a) the formation of a company;
(b) transfer of ownership of or by an entity;
(c) transactions in shares, debentures or other securities of an entity;
(d) the creation, modification or discharge of a charge or other security interest in property of an entity; and
(e) other transactions relating to the business or assets of an entity,
are exempt from payment of stamp duty.
(2) Without prejudice to subsection (2)(b) of section 5, subsection (1) shall not apply to an instrument that relates to-
(a) the transfer to or by a company of an interest in real estate in Seychelles; or
(b) transactions in shares, debentures or other securities of a company when it or any of its subsidiaries has an interest in real estate in Seychelles.
363.

Minimum duration of exemptions and concessions

The exemptions and concessions granted under sections 361 and 362 shall remain in force for a period of 20 years commencing on -.
(a) the date of incorporation or continuation or conversion of a company under this Act; and
(b) the effective date of the Act in the case of a former Act company and remains in effect thereafter unless a written law provides otherwise.
364.

Form of records

The records required to 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 presenting or reproducing all the required information in an intelligible written form.
365.

Supply of electronic records in general

(1) Subject to section 367, if there is a requirement in this Act, in any regulations made under this Act or in the articles of a company to make a
The requirement may, unless excluded by a company's articles of association, be satisfied by delivery or as delivery of an electronic record of the document under this section or section 366.
(2) For the purposes of paragraph (1), - to provide includes sending, forwarding, giving, delivering, filing, depositing, furnishing, issuing, leaving, serving, distributing, relocating, making available or depositing.
(3) An electronic record of a document may be transmitted to a person by electronic transmission to the person at the address or number provided by the person for the purposes of the electronic transmission.
(4) This section does 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 by publication of the site

(1) Subject to subsection (4) and unless excluded by the articles of a company, an electronic record of a document is deemed to have been sent to a person if it is posted on a website and the person is given 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 notify 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 given to a person under subsection (1), the person elects to receive a document in physical form, the company shall send that document to that person within 7 days of receiving that person's election.
(3) The inadvertent failure of a company to send a document to a person referred to in paragraph (1), or the non-receipt of a document properly sent to that person, does not result in that document being deemed to have been delivered to that person in accordance with paragraph (1).
(4) If a person is required to have access to a document for a specified period, the person must be notified of the publication 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 subsection (4) invalidates what is regarded as a supply of an electronic copy of a document under subsection (1) if-.
(a) the document is published for at least part of a period;
and
(b) the non-publication throughout the period is wholly due to circumstances which the person providing the document could not reasonably be expected to prevent or avoid.
(6) This section does 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 subsection (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) Subsection (1) does not apply until the Registrar gives notice by publication in the Gazette that it 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 subsection (1) includes -an provide, supply, send, notify, notify, forward, transmit, apply or report or file, record or deposit.
(4) Notwithstanding any method of authentication prescribed by this Act or any other written law, the Registrar may direct that any electronic record of a document served on the Registrar be authenticated in the manner prescribed by the Registrar.
registrar who fails to comply with the requirements of this section, the registrar may serve a notice on any person from whom the electronic record was supplied stating the extent to which the electronic record fails to comply.
(6) Where the Registrar has served a notice under paragraph (5) in respect of an electronic record, the electronic record shall be deemed not to have been served unless-.
(a) an electronic substitute record that complies with the requirements of this section is delivered to the registrar within 14 days after service of the notice; or
(b) if there is no substitute electronic record, the requirements of this Section have otherwise been complied with to the satisfaction of the registry administrator.
368.

Violations

(1) A person who contravenes a requirement of this Act for which no penalty is provided in this Act commits an offence and is liable on conviction to a fine not exceeding $50. 000.
(2) If an offence under this Act is committed by a corporation, director or other officer who has knowingly authorized, permitted or consented to the commission of the offence, also commits an offence and is liable on conviction to the penalty specified for the commission of the offence.
369.

Accessories and controls

Any person who aids, abets, counsels or procures the commission of an offence under this Act shall also be guilty of and liable to the punishment provided for that offence in the same manner as a principal offender.
370.

Liability for misrepresentation

(1) Except as otherwise provided in this Act, a person who makes a statement in a document required to be filed or delivered to the Registrar under this Act that is false or misleading at the time and in the circumstances in which it is made, in relation to a material fact or omits to state a material fact, the omission of which renders the statement false or misleading, commits an offence and is liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both.
(2) It is a defence for a person accused of committing an offence under subsection (1) 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 of First Instance to grant relief

(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 any proceedings for negligence, default, default or breach of duty against any person to whom this section applies it appears to the court that,
(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 adequately excused for the negligence, failure or breach of duty having regard to all the circumstances of the case, including those relating to the person's appointment,
the court may relieve that person of liability in whole or in part on such terms as the court thinks fit.
(3) Where a person to whom this section applies has reason to believe that a claim is or may be made against him for negligence, default, neglect or breach of duty, that person may apply to the court for a remedy and the court shall have the same power to discharge the person as it would have had if proceedings had been brought against the person for negligence, default or breach of duty.
372.

Statement of the Court

(1) A company may, without being required to join any other party, apply to the Court by an application supported by an affidavit for a declaration on any question of interpretation of this Act or the company's articles.
(2) A person acting on a declaration made by the court in pursuance of an action under subsection (1) shall, so far as the performance of a fiduciary or professional duty is concerned, be deemed to have properly discharged his duties in the subject matter of the action.
373.

Judges of the Chambers

(1) Subject to subsections (2) and (3), a Judge of the Tribunal in Chambers may exercise any jurisdiction vested in the Tribunal by this Act and in the exercise of that jurisdiction the Judge may award costs as he thinks fit and in equity.
(2) Civil proceedings brought in the court by, against or in respect of a company in which the names of one or more of its beneficial owners are or will be mentioned shall be heard by a judge in chambers in camera instead of in open court.
(3) A judge in civil proceedings under subsection (1) or (2) may restrict or prohibit the publication of a report of the proceedings or of any part of the proceedings or of any document filed in the course of the proceedings or give any other direction 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 direction under subsection (3) commits an offence and is liable on conviction to a fine not exceeding $50. 000.
374.

Appeals against the decisions of the Registrar

(1) Without prejudice to section 273 (appeal against strike out), a person aggrieved by a decision of the Registrar may appeal against the decision of the Registrar to the Appeals Board in accordance with the procedure set out in the Financial Services Authority (Appeals Boar(d) Regulations 2014 within 90 days of service of the decision of the Registrar.
(2) On an application under this section, the Board of Appeal may -
(a) confirm the decision of the Registrar; (b) amend the decision of the Registrar; or
(c) set aside the decision of the Registrar and, if the Board considers it appropriate, remit the case to the Registrar with such directions as the Board considers appropriate.
(3) Subject to subsection (4), an appeal against a decision of the
The Registrar shall not have the effect of suspending the operation of the decision.
(4) On an application under this section against a decision of the Tribunal.
Terms as the Board of Appeal deems appropriate, suspend the operation of the decision pending the outcome of the appeal.
(5) A person who is dissatisfied with the decision of the Appeals Board may, within 30 days of the decision, lodge an appeal with the Tribunal under regulation 8(8) of the Financial Services Authority (Appeals Boar(d)) Regulations 2014.
(6) The Tribunal may, in relation to an appeal brought under subsection (5), confirm, set aside or vary the decision of the Board of Appeal and give such directions as it thinks fit and just.
375.

Lawyers' professional law

Subject to the written laws of Seychelles, where proceedings are brought under this Act against a person, nothing in this Act shall be taken to require the person to disclose information which that person is not entitled to disclose for reasons of professional privilege.
376.

Immunity

No lawsuits, prosecutions or other proceedings will be brought 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 any act done or omitted to be done by such person in good faith in the proper discharge 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 upon reasonable notice to the Company -.
(a) access to the registered office of a company;
(b) to inspect the records required to be kept by the company under this Act; and
(c) during or following 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 manner obstructs, prevents or impedes the Registrar or any of his employees or agents in the performance of any duty.
Inspection under this section commits an offence and is liable on conviction to a fine not exceeding $25. 000.
378.

Obligation of confidentiality and permissible exceptions

(1) Subject to subsection (2), the Authority, the Registrar and every officer, employee and agent of the Authority or the Registrar shall not disclose to any third party any information or document acquired in the performance of the functions of the Authority or the Registrar under this Act.
(2) Paragraph (1) does 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 way that does not enable the identity of an undertaking or other person to whom the information relates to be identified.
379.

Position in relation to other laws

(1) The exemptions and reliefs granted in section 361,
362 and 363 of this Act shall apply and prevail, notwithstanding any inconsistency between those sections and-.
(a) the Business Tax Act; (b) the Stamp Duty Act;
(c) the Income and Benefits in Kind Tax Act; (d) the Foreign Exchange Act; or
(e) the Value Added Tax 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) ;
Obligation of confidentiality and permissible exceptions
Position in relation to other laws
(b) Part IX of this Act (corporate property fees) ;
(c) Part XVII of this Act (abolition, dissolution and winding up) ; or
(d) Section 382 of that Act (amending the Civil Code of
Seychelles in relation to companies) this Act shall prevail.
(3) In the event of any inconsistency between the Companies Act and Part X of this Act (conversions), this Act prevails.
380.

Regulations

The Minister may make regulations to carry out and implement the provisions of this Act and may by regulations amend a Schedule.
381.

Repeal of the law

The International Business Companies Act 1994 is hereby repealed.
382.

Amendment of the 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) is amended in accordance with subsections (2) to (5).
(2) That Article 2078 of the Seychelles Civil Code does not apply to companies and in lieu thereof the following applies -
-(a) Subject to paragraphs (b) and (c), in the event of a default by the borrower on obligations secured by a pledge, the court may, on the application of the pledgee or other interested person, order the pledged property to be retained by the pledgee or sold within the powers of the court, or make such other or further order as the court considers 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 (liens on shares).
(c) Paragraph (a) does not affect the sale of pledged property under clause (b) .
2074.
(3) That Article 2079 of the Seychelles Civil Code does not apply to companies, and in lieu thereof -
-(a) A pledgor remains the owner of the lien unless, in the event of default on obligations secured by a lien, the lien is sold -
(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 sub-section VII of Part V of the International Business Companies Act (pledges of shares).
(b) Until such time as the obligations secured by the pledge are paid in full and satisfied or the pledged property is sold as provided in paragraph (a), the pledge constitutes 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 Seychelles Civil Code does not apply to companies and in lieu thereof the following shall apply-.
-(a) Subject to paragraph (b), in the case of the crystallization of a pending charge, the court may, on the application of the secured party or other interested person, order that the encumbered property be sold within the power of the court or that a receiver be appointed or may make such other or further order as the court considers appropriate.
(b) If permitted under the terms of a written floating charge agreement, in the case of crystallization, a floating charge may be placed without the disposition of the
Court, if permitted by the terms of the charge, in accordance with the provisions of Part IX of the International Business Companies Act (charges for company property) .

PART XXII TRANSITIONAL PROVISIONS

383.

Former companies automatically re-registered under this Act

(1) Subject to the provisions of this section, every former Act company shall, from the date of commencement of the Act, be deemed to have been automatically re-registered as an international trading company under this Act.
(2) Where a company is re-registered under paragraph (1), the Registrar shall, as soon as practicable, enter the name of the company in the register and 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 the number previously assigned to the company as a former Act company.
(4) Except as otherwise provided in this Act, a company that is newly registered under subsection (1) is 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 is not required to issue a certificate of re-registration to the company unless the company, through its registered agent, makes a written application to the registrar for the issue of a certificate of re-registration.
(2) A certificate issued by the registry administrator under paragraph (1) shall be
Confirmation of re-registration 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 to bring the Act into force; and
(c) the date of original incorporation or continuation under the prior law.
385.

Effect of automatic feedback under this Act

(1) A former Act company that is re-registered under section 383(1) continues to exist as a body corporate and its re-registration under this Act, whether under the same or a different name, does not-.
(a) compromise or impair its identity;
(b) its assets, rights, liabilities or obligations; or
(c) affect the commencement or continuation of any proceedings by or against the entity.
(2) Subject to subsection (1), a former statutory company that is re-registered under subsection (1) of section 383 shall be treated as a company incorporated under this Act from the date of its re-registration on the date on which the Act comes into force.
386.

The restoration of companies under the former Act which have been struck off the register maintained under the former Act

(1) Every application for the restoration of a former Act company which has been struck off the register kept under the former Act, but which has not been dissolved, on or after the date on which the Act comes into force, whether made to the Registrar or to the Court, shall be made and determined in accordance with this Act as if the former Act company had been a company struck off the register under this Act.
(2) Where a company is restored on application under subsection (1), it shall be entered in the register kept under this Act.
387.

Restoration of the dissolved former joint stock companies

(1) An application may be made to the Court under this Act to set aside the winding up of a company dissolved under the former Act as if it were a company dissolved under this Act at the time of its dissolution under the former Act.
(2) An application under subsection (1) -
(a) occurs within seven years after the dissolution of the former Act company under the former Act;
(b) shall be determined in accordance with this Act.
(3) Where the winding up of a former Act company is revoked under this section, the company shall be restored to the register kept under this Act.
388.

Supply of documents

As soon as practicable after the commencement of the Act, the person who was the registrar under the former Act immediately before the commencement of the Act shall deliver to theRegistrar (under this Act) all records in his power, possession or control kept under the former Act.
389.

Transition for former public limited companies

(1) Notwithstanding any other provision of this Act, but subject to subsection (2) , every former Act- company shall have a period of three months from the date of coming into force of the Act to comply with the provisions of this Act in relation to-.
(a) the maintenance of registers and records; and
(b) the submission of annual reports.
(2) Any former Act company shall have a period of twelve months from the commencement of the Act to-.
(a) Section 126(2) (notice of location of members' minutes and resolutions) ;
(b) section 157(2) (notice of location of minutes and resolutions of directors) ; and
(c) Section 179 (fee register) .
(3) Subject to subsection (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 that Act, that Act shall prevail.
(4) Where the memorandum or articles of a former Act company refer to a provision in, or requirement under, a former Act, the reference in the memorandum or articles of the former Act company to that requirement or provision shall be deemed to be different and shall be construed as if it had followed as nearly as possible the analogous provision or requirement under this Act.
(5) Where, at the commencement of the Act, a former Act company has commenced (but not completed) winding up under sections 87 to 95 of the former Act , the winding up and dissolution 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 completed in accordance with the provisions of Part XVII of this Act.
(6) Where the Registrar issues a certificate of dissolution of a former Act company under paragraph (5)(a), the certificate shall have effect as if it were a certificate of dissolution issued by the Registrar under Part XVII of this Act.
390.

Transition for all companies

(1) Every company 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 register of directors with appropriate authority(ies)).
Registration position(s) ; and
(b) Part XX of this Act (obligations in respect of economic aspect(s) owner(s)) .
(2) For the purposes of compliance with section 152 (filing of register of directors with registrar), it shall be sufficient if-.
(a) the first register of directors filed by a company with the Registrar contains details only of its current directors at the date of filing; and
(b) any subsequent register of directors filed by a company with the Registrar shall contain only particulars of its directors as from the date of filing of the first register of directors filed under section 152.
(3) Subject to subsection (4), sections 347 (inspection of documents filed) and 348 (copies of documents filed) do not apply to a company's copy register filed with the Registrar under section 152.
(filing of the register of directors with the Registrar) up to and including the day that is two years after the date on which the Act comes into force.
(4) From the date of commencement of the Act, the Seychelles Revenue Commission and the Financial Intelligence Unit shall have the right (free of charge) to inspect the copy register of a company filed with the Registrar under section 152 (filing of register of directors with Registrar(s)).
391.

References to undertakings in other regulations

A reference in a written law to a company incorporated, registered or continued under the former law shall, unless the context otherwise requires, be construed as a reference to a company incorporated, re-registered or continued under this Act.
392.
The International Business Corporation Act, 1994 (Chapter 100(a) is hereby repealed.

FIRST TIMETABLE PART I APPLICATION FOR INCORPORATION

§ 9 para. 1 lit. (b) and § 214 par. 1 lit. (b)

An incorporation application form requires an applicant to provide (at a minimum) 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 agent of the company;
4. whether the company is to be a corporation, a limited liability company, or a limited liability company that owns stock;
5. in the case of a protected cell company, a statement that written consent has been obtained from the Authority under section 221;
6. a statement that the requirements of the Act relating to incorporation have been complied with.

PART II CONTINUATION APPLICATION

In a continuation application, the applicant is required to provide at least (at a minimum) the following information -.
1. the existing name of the company;
2. the proposed name of the company if continued;
3. the proposed registered office address in Seychelles;
4. the full name and address of the proposed registered agent of the company;
5. whether the company is to be a limited liability company, a private limited company or a private limited company with share ownership;
6. in the case of a protected cell company, a statement that written consent has been obtained from the Authority under section 221;
7. a statement that the requirements of the Act relating to continuation have been met.

THIRD SCHEDULE (Section 26) RESTRICTED WORDS

-Bank
-Bausparkasse
-Chamber of Commerce
-Chartered
-Cooperative
-credit union
-Government
-licensing
-Municipal
-Parliament
-Police
-Kingly
-Tribune
-Exchange
-Joint Fund
-pharmacy
-Polytechnic
-reinsurance
-School
-Security
-Seychelles
-Sovereign
-State
-Trust
-Trustee
-Association
-University
-Airline
-insurance
-Bitcoin
--Bill of Exchange
-Casino
-Charity
-University
-Council
-foundation
-Fund
-Gambling
-Gaming
-Hospital
-insurance
-insurer
-Giveaway
-Military
Or a word or abbreviation having a similar meaning and such other words as may be prescribed in writing in the guidelines issued by the Registrar.

FOURTH SCHEDULE (§ 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 agent of the Company or the proposed Company.
The registered representative may not issue a certificate referred to in paragraph 1 unless he has obtained the translation from a recognised translator or had it certified.
(3) If the name of a company is not in English or French, the Registrar shall include the name and the English or French translation in the company's certificate of incorporation.
(2) Subject to subsection (4), and where the name of a company is in English or French, the Registrar may, on application under subsection (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 name for foreign characters in addition to its name and must include the name for foreign characters; 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 shall not be registered with a foreign sign name which - is
(a) identical to a foreign sign name which is or has been registered under the Act for another company; or
(b) so similar to a foreign sign name registered or registered under the Act for another company that, in the opinion of the Registrar, the use of the name would be likely to confuse or mislead.
(4) Notwithstanding paragraph (3)(b), the Registrar may register a company with an additional foreign sign name that is similar to the foreign sign name of another company if both companies are associates.
3.(1) An application to the Registrar for the approval and registration of a foreign sign name may be made at the same time as the application for the incorporation or continuation of the company or at a later date.
(2) An application under subsection (1) must be 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 proposed company -
(i) confirming whether or not the foreign sign name is a translation of the name or has a meaning that corresponds to the name or proposed name of the company; and
(ii) the meaning or, if it has more than one possible meaning, the meaning of the name of the foreign signs; and
(b) if the application relates to an existing company, a certified copy or extract of an amending resolution under sections 23 and 30 and, if the company has so resolved, an adapted memorandum and articles under section 24.
(3) The registered representative shall not make a declaration under subsection (1) unless he has received the declaration or had it certified by a recognized translator.
(4)(1) The Registrar shall not approve a name for foreign characters if -.
(a) the name does not comply with the law; or
(b) the registrar is of the opinion that -
(i) the name is offensive or objectionable; or
(ii) it would be against 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 because of 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) In approving a foreign character name, whether used in incorporation, continuation, modification, or otherwise, the Registrar shall -
(a) register the company name with foreign character against the company in the Commercial Register; and
(b) issue, where appropriate, a certificate of establishment, continuation or registration of a supplementary designation for foreign signs which - are
(i) state that the entity has a foreign name in addition to its name; and
(ii) indicate both his name and the name of the foreign sign.
5.(1) Where an enterprise having a name with a foreign designation applies for a change of its name with a foreign designation, it shall submit the documents referred to in paragraph 3(2) when applying for a change of designation.
(2) If an enterprise applies for a change of its name for the foreign character, paragraph 4 shall apply mutatis mutandis.
6.(1) A company registered with a foreign sign name may apply to the Registrar to deregister its foreign sign name.
(2) An application under subsection (1) shall be accompanied by the approved form and a certified copy or extract of an amending resolution under sections 23 and 30 and, if so resolved by the company, an adapted memorandum and articles under section 24.
3. On application under paragraph 1, the Registrar may deregister and remove from the register the name of the alien sign.
(4) If the Registrar deregisters the name of a company with a foreign designation, he shall issue a certificate of deregistration in respect of the name with a foreign designation.
7. 1. without prejudice to paragraphs 2 to 6, §§ 25, 26 and 31 shall apply mutatis mutandis to foreign sign names.
(2) The Registrar may serve a notice under subsection (3) on a company if-.
(a) the Registrar is of the opinion that the foreign company of the company Charaktername -
(i) does not comply with the law or is offensive or objectionable; or
(ii) contrary to public policy or the public interest, that the name of the foreign figure remain on the register; or
(b) the Registrar considers that it does not understand the full or true meaning of the name.
(3) Where subsection (2) applies, the Registrar may serve a notice on the company directing it to apply to change its foreign sign name to a foreign sign name approved by the Registrar on or before a date specified in the notice, which date shall be not less than fourteen days after the date of the notice.
(4) If a company that has received a notice under subsection (3) does not submit an application to change its foreign sign name to a foreign sign name approved by the Registrar on or before the date specified in the notice, the Registrar may deregister the name.
5. Where the Registrar registers a foreign sign name under this Regulation, he shall issue to the company a certificate of the change of name.
(6) Where the name of a foreign company has been deregistered under this section, it shall, within fourteen days of the date of the certificate of change of name, file a certified copy or a resolution of amendment under sections 23 and 30 and, if the company has so resolved, an adjusted certificate of incorporation and articles under section 24.

FIFTH SCHEDULE (§ 32) REUSE OF COMPANY NAMES

1. in this schedule, unless the context otherwise requires -
-Law means the International Business Companies Act;
-Change Date means the date on which the first company changed its name;
--Dissolved company means a company in respect of which the Registrar has issued a certificate of dissolution under sub-section (4)(a) of section 217 of the Act;
-Dissolved company means a company which has been dissolved under the Act or the earlier Act;
-first company means -
(a) the company or former Act company, as the case may be -
(i) changed its name;
(ii) has been dissolved under the Act or any previous law;
or
(b) the discontinued operation;
-Solvent within the meaning of Section 299 of the Act;
-Insolvent company -
(a) means -
(i) an insolvent company that is in liquidation under Part III or Part IV of Part XVII of the Act; or
(ii) a company which has been dissolved after completion of its winding up under sub-section III or sub-section 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;
-The second company is the company which intends to use the name of the first company, whether by incorporation, continuation or change of name.
(2) (1) To the extent permitted by subsections (3) or (4), the Registrar may incorporate or continue a company under a name or register a change of name of a company to a name that is identical or similar to the name-.
(a) a company or a former Act company which is -
(i) has changed its name; or
(ii) has been dissolved under the Act or the former Act; or
(b) a discontinued operation.
Paragraphs 3 and 4 shall be subject to paragraphs 6 and 7.
(3) Nothing in subsections (3) to (7) is intended to confer on any company, whether the first or the second company, any right to the transfer of the name from the first company to the second company.
3.(1) Where the first company is a company that has changed its name, the registrar may permit the former name of the first company, or a name similar to the former name of the first company, to be registered in respect of a second company-.
(a) at any time after the expiry of a period of seven years from the date on which the first company changed its name; or
(b) if the first company 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 dissolved company, 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 date of dissolution of the first company.
5. 1 Where 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 as a second company at any time after the expiration of a period of seven years from the date of the certificate of dissolution issued in respect of the first company.
(2) Where a company that has ceased to exist is continued in accordance with the Act, the Registrar may permit the company to continue under its previous name as specified in the instrument of dissolution unless the name has been reused in accordance with this Schedule.
6. the Registrar shall not permit a name, including a similar name, to be registered on - the name of a person who is not a member of the public.
(a) more than two different undertakings; or
(b) more than twice for the same undertaking in any seven-year period.
7. 1) Paragraphs 2 to 5 shall not apply if the first enterprise is an insolvent enterprise.
(2) If the first company is an insolvent company, the name of the first company or a name similar to the name of the first company may be registered only in a second company -.
(a) if 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.

SIXTH SCHEDULE (§ 171) ANNUAL RETURN SALARY

The annual return shall be in such form as the Registrar may direct or approve and shall (at a minimum) be required to state and declare that at the time of the annual return -.
1. the Company shall maintain accounting records in accordance with the requirements of the Act 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 Act (collectively referred to as -minutes and resolutions), which minutes and resolutions shall be kept at the following places:
[insert physical address from any location of minutes and copy resolutions].
3. if the Company is required by any written law of Seychelles to produce all or any of its accounting records and minutes and resolutions or copies thereof, it shall cause the requested accounting records and minutes and resolutions or copies thereof to be delivered to the requesting party in Seychelles within the time specified in the request.
I certify that this is a correct copy of the law made by the
National Assembly on July 26, 2016.
Ms Luisa Waye-Hive
Deputy clerk

Seychelles IBC ACT 2018 | Translation

INTERNATIONAL BUSINESS ENTERPRISES ACT, 2016

ARRANGEMENT OF THE SECTIONS

PART I - PREPARATION

PART II - INCORPORATION OF THE COMPANY

Subsection I Types of international companies

Subsection II - Setting up a business

Subsection III - Amendment and recasting of memorandum or articles

PART III - COMPANY NAMES

PART IV - CAPACITIES AND POWERS OF THE COMPANY

PART V - SharesS Part I - General

Subsection II - Issue of shares

Subsection III - Transfer of Shares

Subpart IV - Distributions

Subsection V - Redemption and acquisition of treasury shares

Part VI - Amendment of the capital

Subsection VII - Security over shares

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

PART VI - MEMBERSHIP PART I - Members

Subsection II - List of Members

Subsection III - General Meetings and Resolutions

PART VII - Directors

Subsection I - Management of undertakings

Subsection II - Appointment Dismissal and Resignation of Directors

Subsection III - Duties of Directors and Conflicts

Subsection IV - Register of Directors

Subsection V - Board Meetings and Resolutions

Subsection VI - Compensation and insurance

PART VIII - ADMINISTRATION PART I - Registered Office of the Company

Subsection II - Registered representative

Subsection III - General provisions

Subsection IV - Accounting records

PART IX - FEES FOR COMPANY PROPERTY

PART X - CONVERSIONS

Subsection I - General provisions

Subsection II - Conversion of an ordinary company into an ITC and vice versa

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

PART XI - MERGERS, CONSOLIDATIONS AND AGREEMENTS

Subsection I - Mergers and consolidations

PART Section II - Asset retirement

Subsection III - Forced redemptions

Subsection IV - Agreements

Subsection V - Dissidents

Subsection VI - Compromise or agreement models

PART XII - CONTINUATION

PART XIII - Protected cell companies Subpart I - Interpretation

Subsection II - Foundation

Subsection III - Status, cells and cell shares

Subsection IV - Assets and liabilities

Subpart V - Handling and arrangements with and within protected cell societies

Subsection VI - Insolvency petitions

Subsection VII - Management contracts

Subsection VIII - Liquidation of companies with protected cells

Subpart IX - General

PART XIV - INVESTIGATIONS CONCERNING COMPANIES

PART XV - PROTECTION OF MEMBERS

PART XVI - DISQUALIFICATION ORDERS

PART XVII - SEVERANCE, DISSOLUTION AND WINDING UP

Subpart I - SEPARATION and RESOLUTION

PART II - Voluntary dissolution of the solvent company

SUBSECTION III - VOLUNTARY LIQUIDATION OF AN INSOLVENT COMPANY

Subsection IV - Compulsory liquidation by the court

Subpart V - General provisions for the settlement of settlements

part xvIII - fraudulent and unlawful trading

PART XIX - REGISTRAR

PART XX - OBLIGATIONS TOWARDS BENEFICIAL OWNERS

PART XXI - MISCELLANEOUS PROVISIONS

PART XXII - TRANSITIONAL PROVISIONS

INITIAL TIMETABLE - APPLICATION FOR REGISTRATION OR CONTINUATION

THIRD SCHEDULE - RESTRICTED WORDS

FOURTH SCHEDULE - LANGUAGE OF COMPANY NAMES

FIFTH SCHEDULE - REUSE OF COMPANY NAMES

SIXTH SCHEDULE - CONTENT OF THE ANNUAL RETURN

INTERNATIONAL BUSINESS ENTERPRISES ACT, 2016

PART I PREPARATION

Short title and start date

Interpretation

Associated companies

Application of this law

PART II - INCORPORATION OF THE COMPANY