International Business Companies Act

The complete Seychelles IBC Act, section by section, in 11 languages. Search for a term or ask the assistant what a section means.

Questions and answers on the IBC Act

Part I: Preliminary

1Short title and commencement date 2InterpretationAmended since 2016 3Associated companies 4Application of this Act

Part II: Company Incorporation

Part III: Company Names

25Requirements as to namesAmended since 2016 26Restrictions on company namesAmended since 2016 27Rights and interests in names 28Language of company names 29Reservation of namesAmended since 2016 30Change of name 31Power to require change of name 32Reuse of company name

Part IV: Company Capacity And Powers

33Capacity and powers 34Validity of acts of company 35Personal liability 36Dealings between a company and other persons 37Contracts generally 38Pre-incorporation contracts 39Powers of attorney 40Company seal 41Authentication or attestationAmended since 2016

Part V: Shares

Sub-Part I: General

42Nature of shares 43Share rights 44Distinguishing numbers 45Series of shares 46Par value and no par value shares 47Fractional shares 48Bearer shares prohibited

Sub-Part II: Issue of shares

49Issue of shares 50Consideration for shares 51Provision for different amounts to be paid on shares 52Shares issued for consideration other than money 53Time of issue 54Consent to issue certain shares 55Power to issue shares at a discountAmended since 2016 56Power of company to pay commissions 57Pre-emptive rights 58Share certificates

Sub-Part III: Transfer of shares

59Transferability of shares 60Transfer of deceased member‘s share by personal representative 61Transfer by operation of law 62Transfer of shares 63Refusal to register transfer 64Loss of instrument of transfer 65Time of transfer of share 66Transfer of securities through clearing agencies and securities facilities

Sub-Part IV: Distributions

67Meaning of „solvency test“ 68Meaning of „distribution“ 69Meaning of „dividend“ 70Distributions 71Cellular and non-cellular distributions by protected cell company 72Recovery of distributions made when company did not satisfy solvency test

Sub-Part V: Redemption and purchase of own shares

73Company may redeem or purchase its own sharesAmended since 2016 74Process for redemption or purchase of own sharesAmended since 2016 75Offer to one or more shareholders under section 74(1)(b) 76Shares redeemed at the option of a shareholderAmended since 2016 77Redemptions or purchases deemed not to be a distribution 78Treasury shares 79Transfer of treasury shares

Sub-Part VI: Alteration of capital

80Alteration of capital of par value companies 81Alteration of capital of no par value companies 82Forfeiture of share 83Reduction of share capital 84Application to Court for order of confirmation 85Court order confirming reduction 86Registration of order and minute of reduction 87Liability of members on reduced shares 88Penalty for concealing name of creditor, etc

Sub-Part VII: Security over shares

89Interpretation 90Right to pledge shares 91Form of pledge of shares 92Pledge of shares governed by Seychelles lawAmended since 2016 93Exercising power of sale under a Seychelles law pledge of shares 94Pledge of shares governed by foreign law 95Application of enforcement monies 9696. Annotating and filing of register of members

Sub-Part VIII: Conversion of par value shares into no par value shares and vice versa

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

Part VI: Membership

Sub-Part I: Members

99Minimum number of members 100Requirement for company limited by shares and guarantee 101Minors and incapacitated adults 102Liability of members 103Service on members

Sub-Part II: Register of members

104Register of membersAmended since 2016 105Nature of register 106Register of members of listed companiesAmended since 2016 107Inspection of register of membersAmended since 2016 108Rectification of register of members

Sub-Part III: Members Meetings and Resolutions

109Resolutions 110Ordinary resolutions 111Ordinary resolutions may be required to have a higher proportion of votes 112Special resolutions 113Special resolutions may be required to have a higher proportion of votes 114Convening of members meetings 115Notice of meetings of members 116Quorum 117Attending meeting by telephone or other electronic means 118Representation of body corporate at meetings 119Jointly owned shares 120Proxies 121Demand for poll 122Written consent resolutions of members 123Court may order meeting 124Resolution passed at adjourned meeting 125Keeping of minutes and resolutions of membersAmended since 2016 126Location of minutes and resolutions of membersAmended since 2016 127Inspection of minutes and resolutions of membersAmended since 2016

Part VII: Directors

Sub-Part I: Management of companies

128Management of company 129Carrying out of company obligations by directors 130Minimum number of directors 131De facto directorsAmended since 2016 132Delegation of powersAmended since 2016

Sub-Part II: Appointment, Removal and Resignation of Directors

133Eligibility of directors 134Appointment of directorsAmended since 2016 135Nomination of Reserve directors 136Cessation of nomination of Reserve directors 137Removal of directors 138Resignation of directors 139Appointment of alternate directors 140Rights and duties of alternate directors 141Emoluments of directors 142Continuing liability 143Validity of acts of directorAmended since 2016

Sub-Part III: Duties of Directors and Conflicts

144Duties of directors 145Directors of subsidiaries, etc 146Avoidance of breach 147Reliance on records and reports 148Disclosure of interest 149Avoidance by company of transactions in which director is interested

Sub-Part IV: Register of Directors

150Register of directorsAmended since 2016 151Inspection of register of directorsAmended since 2016 152Filing of register of directors with RegistrarAmended since 2016

Sub-Part V: Directors Meetings and Resolutions

153Meetings of director 154Notice of meeting of directors 155Resolutions of directors 156Keeping of minutes and resolutions of directorsAmended since 2016 157Location of minutes and resolutions of directorsAmended since 2016 158Inspection of minutes and resolutions of directors

Sub-Part VI: Indemnification and insurance

159Indemnification 160Insurance

Part VIII: Administration

Sub-Part I: Registered Office

161Registered office 162Change of registered officeAmended since 2016 163Change of registered office where registered agent changes address

Sub-Part II: Registered Agent

164International business company to have registered agentAmended since 2016 165Appointment of registered agentAmended since 2016 166Deemed amendment of memorandum, where registered agent changes company name 167Resignation of registered agentAmended since 2016 168Registered agent ceasing to be eligible to act 169Change of registered agentAmended since 2016

Sub-Part III: General Provisions

170Company‘s name to appear in its correspondence, etc 171Annual returnAmended since 2016 172Service of documents 173Furnishing of recordsAmended since 2016

Sub-Part IV: Accounting Records

174Keeping of accounting recordsAmended since 2016 175Location and preservation of accounting recordsAmended since 2016 176Inspection of accounting records by directors

Part IX: Charges Over Company Property

177Interpretation 178Company may charge its assets 179Register of chargesAmended since 2016 180Inspection of register of charges 181Registration of charges 182Variation of registered charges 183Satisfaction or release of charge 184Priorities among relevant charges 185Priorities relating to pre-existing charges 186Exceptions with respect to priorities 187Enforcement of charge governed by Seychelles lawAmended since 2016 188Exercising power of sale under a Seychelles law charge

Part X: Conversions

Sub-Part I: General provisions

189Interpretation 190Declaration of compliance 191Conversions not a default

Sub-Part II: Conversion of an ordinary company into an international business company and

192Conversion of ordinary company into international business companyAmended since 2016 193Effect of conversion of ordinary company into international business company 194Conversion of international business company into ordinary companyAmended since 2016 195Effect of conversion of international business company into ordinary company

Sub-Part III: Conversion of non-cellular company into protected cell company and vice-versa

196Conversion of non-cellular company into a protected cell company 197Effects of conversion of non-cellular company into protected cell company 198Conversion of protected cell company into non-cellular company 199Effects of conversion of protected cell company into non-cellular company

Part XI: Mergers, Consolidations And Arrangements

Sub-Part I: Mergers and Consolidations

200Interpretation 201Approval of merger or consolidation 202Registration of merger or consolidation 203Merger with subsidiary 204Effect of merger or consolidationAmended since 2016 205Merger or consolidation with foreign company

Sub-Part II: Disposition of Assets

206Approvals in respect of certain dispositions of assets

Sub-Part III: Forced Redemptions

207Redemption of minority shares

Sub-Part IV: Arrangements

208Arrangements 209Arrangement where company in voluntary liquidation

Sub-Part V: Dissenters

210Rights of dissenters

Sub-Part VI: Schemes of Compromise or Arrangement

211Court application in respect of schemes of compromise or arrangement

Part XII: Continuation

212Continuation of foreign companies in Seychelles 213Articles of continuation 214Application to continue in SeychellesAmended since 2016 215Continuation 216Effect of continuation under this Act 217Continuation outside SeychellesAmended since 2016 218Effect of continuation outside of Seychelles

Part XIII: Protected Cell Companies

Sub-Part I: Interpretation

219Interpretation of this Part

Sub-Part II: Formation

220Companies which can be protected cell companies 221Consent of Authority required 222Determination of applications to and other decisions of Authority 223Appeals from determinations and other decisions of Authority

Sub-Part III: Status, Cells and Cell Shares

224Status of protected cell companies 225Creation of cells 226Demarcation of the core 227Cell securities

Sub-Part IV: Assets and Liabilities

228Cellular and core assets 229Recourse agreements 230Position of creditors 231Recourse to cellular assets by creditors 232Recourse to core assets by creditors 233Liability of cellular assets 234Liability of core assets 235Disputes as to liability attributable to cells 236Attribution of core assets and liabilities

Sub-Part V: Dealings with and Arrangements within Protected Cell Companies

237Company to inform persons they are dealing with a protected cell company 238Transfer of cellular assets from protected cell company 239Arrangements between cells affecting cellular assets, etc

Sub-Part VI: Receivership Orders

240Receivership orders in relation to cells 241Applications for receivership orders 242Functions of receiver and effect of receivership order 243Discharge and variation of receivership orders 244Remuneration of receiver 245Information to be given by receiver

Sub-Part VII: Administration Orders

246Administration order in relation to protected cell companies or cells 247Application for administration order 248Functions of administrator and effect of administration order 249Discharge and variation of administration order 250Remuneration of administrator 251Information to be given by administrator

Sub-Part VIII: Liquidation of Protected Cell Companies

252Provisions in relation to liquidation of protected cell company

Sub-Part IX: General

253Liability to criminal penalties

Part XIV: Investigations Of Companies

254Definition of „inspector“ 255Investigation order 256Court‘s powers 257Inspector‘s powers 258Hearing in camera 259Offences relating to false information 260Inspector‘s report to be evidence 261Privilege

Part XV: Protection Of Members

262Power for member to apply to Court 263Power for the Registrar to apply to Court 264Powers of Court

Part XVI: Disqualification Orders

265Disqualification orders 266Ground for making a disqualification order 267Right of appeal to the Court of Appeal 268Variation of disqualification orders 269Revocation of disqualification orders 270Consequences of breaking a disqualification order 271Register of disqualification orders

Part XVII: Striking Off, Winding Up And Dissolution

Sub-Part I: Striking off and dissolution

272Striking offAmended since 2016 273Appeal against striking off 274Effect of striking offAmended since 2016 275Dissolution of company struck off the RegisterAmended since 2016 276Restoration of company to the Register by RegistrarAmended since 2016 277Court application to restore company to RegisterAmended since 2016 278Appointment of liquidator of company struck off 279Undistributed property of dissolved company 280Disclaimer

Sub-Part II: Voluntary Winding Up of Solvent Company

281Application of this Sub-Part 282Voluntary winding up plan 283Commencement of voluntary winding up of solvent companyAmended since 2016 284Eligibility to be liquidator under this Sub-PartAmended since 2016 285Filing with RegistrarAmended since 2016 286Notice of voluntary winding upAmended since 2016 287Effect of commencement of voluntary winding upAmended since 2016 288Duties of liquidator under this Sub-Part 289Powers of liquidator in voluntary winding up under this Sub-Part 290Vacancy in office of liquidator under this Sub-Part 291Resignation of liquidator under this Sub-Part 292Removal of liquidator under this Sub-Part 293Rescission of voluntary winding up 294Termination of voluntary winding up by the CourtAmended since 2016 295Power to apply to Court for directions 296Interim account of conduct of winding up 297Dissolution

Sub-Part III: Voluntary Winding Up of Insolvent Company

298Application of this Sub-Part 299Meaning of „insolvent“ 300Where company found to be insolvent 301Commencement of voluntary winding up of insolvent company 302Application of certain provisions of Sub-Part II to this Sub-Part 303Filing with Registrar 304Notice of voluntary winding up 305Liquidator to call first meeting of creditors 306Examination of liquidator‘s accounts by creditors 307Statement of account of the winding up prior to dissolution 308Dissolution

Sub-Part IV: Compulsory Winding Up by Court

309Application for compulsory winding up 310Circumstances in which Court may wind company up 311Authority may be heard on winding up application 312Ground on which Registrar, Authority or Minister may make winding up application 313Power to restrain proceedings and appoint provisional liquidator 314Powers of Court on hearing application 315Appointment of liquidator in compulsory winding up 316Liquidator‘s remuneration 317Filing with Registrar 318Notice of compulsory winding up 319Liquidator to call first meeting of creditors 320Consequences of appointment of liquidator and compulsory winding up Order 321Powers of a liquidator appointed by the Court 322Resignation, removal or death of liquidator 323Examination of liquidator‘s accounts by creditors 324Power to apply to Court for directions 325Statement of account of the compulsory winding up prior to dissolution 326Dissolution

Sub-Part V: Provisions of General Application in Winding Up

327Interpretation 328Liquidator to call meetings of creditors 329Distribution of company assets 330Expenses of winding up 331Secured creditors 332Preferential payments 333No share transfers after commencement of winding up 334Company to be notified of winding up application 335Hearing in camera 336Company not to undertake business once dissolvedAmended since 2016 337Remedy against delinquent officers 338Improper preferences in or prior to winding up

Part XVIII: Fraudulent And Wrongful Trading

339Offence of fraudulent trading 340Civil liability for fraudulent trading 341Civil liability of directors for wrongful trading 342Civil liability of directors for wrongful trading: cells of protected cell company 343Proceedings under sections 340, 341 or 342

Part XIX: Registrar

344Registrar of International Business CompaniesAmended since 2016 345Official sealAmended since 2016 346RegistersAmended since 2016 347Inspection of documents filed 348Copies of documents filed 349Optional registration of specified registersAmended since 2016 350Optional filing of annual financial statements by international business companies 351Certificate of good standingAmended since 2016 352Certificate of official searchAmended since 2016 353Form of documents to be filed 354Penalty fees and the Registrar‘s right to refuse to take actionAmended since 2016

Part XX: Obligations Relating To Beneficial Owners

355Register of beneficial owners: definitions and interpretation 356Register of beneficial owners 357Inspection of register of beneficial owners 358Rectification of register of beneficial owners 359Company‘s duty to seek beneficial ownership information 360Disclosure of beneficial ownership information

Part XXI: Miscellaneous Provisions

361Exemption from specified lawsAmended since 2016 362Stamp dutyAmended since 2016 363Minimum period of exemptions and concessionsAmended since 2016 364Form of records 365Delivery of electronic records generally 366Deemed delivery by website publication 367Delivery of electronic records to the Registrar 368Offences 369Accessories and abettors 370Liability for false statements 371Power of Court to grant relief 372Declaration by Court 373Judge in chambers 374Appeals against Registrar‘s decisions 375Legal professional privilege 376Immunity 377InspectionsAmended since 2016 378Non-disclosure obligation and permitted exceptions 379Position with respect to other lawsAmended since 2016 380Regulations 381Repeal of law 382Modification of Civil Code of Seychelles with respect to companies

Part XXII: Transitional Provisions

383Former Act companies automatically re-registered under this Act 384Certificate of re-registration where former Act company re-registered automatically 385Effect of automatic re-registration under this Act 386Restoration of former Act companies struck off the register maintained under the former Act 387Restoration of dissolved former Act companies 388Delivery of records 389Transition for former Act companiesAmended since 2016 390Transition for all companies 391References to companies in other enactments

Further legislation and documents

The acts and guides from our archive as PDF. The searchable text above is the current version of the IBC Act with all amendments.

International Business Companies Act, 2016 (consolidated)The full act as PDF, with our translations. EN DE ES FR IT NL PT RU ZH JA

International Business Companies (Amendment) Act, 2018The amending act of 2018. EN DE

Business Tax (Amendment) Act, 2018Changes to the business tax that apply to international business companies. EN

Press release on the 2018 amendmentWhat changed for IBCs in 2018, in short. EN DE

How to open a bank accountOur guide for a successful bank account opening. EN DE