All sections · Part X: Conversions · Sub-Part II: Conversion of an ordinary company into an international business company and
192 Conversion of ordinary company into international business company
This section has been amended. The text above is the 2016 wording; the amending provisions follow.
(1) An ordinary company may be converted into an international business
company, in accordance with the provisions of this section.
into international
business company
(2) The ordinary company cannot be converted unless it has obtained a letter
issued by the Seychelles Revenue Commission stating that it has no
objection to the ordinary company converting into an international
business company.
(3) The ordinary company shall pass a special resolution of members
approving —
(a) the conversion of the company into an international business
company; and
(b) the alteration of its memorandum and articles such as to conform
to the requirements of this Act with respect to the memorandum
and articles of an international business company.
(4) The ordinary company shall file with the Registrar —
(a) an extract of the special resolution passed under subsection (3);
(b) its proposed altered memorandum and articles;
(c) a declaration of compliance or an extract thereof;
(d) evidence satisfactory to the Registrar that it is in good standing
under the Companies Act; and
(e) a copy of the non-objection letter of the Seychelles Revenue
Commission under subsection (2).
(5) Upon receipt of the documents specified in subsection (4) accompanied
by the specified fee set out in Part II of the Second Schedule, the Registrar
shall —
(a) register the altered memorandum and articles;
(b) issue a certificate of conversion into international business
company to the company in the approved form; and
(c) notify in writing the Ordinary Company Registrar of the
conversion.
(6) The certificate of conversion into international business company shall
be signed by the Registrar and sealed with the Official Seal.
(7) The conversion of the company into an international business company
shall take effect from the date of issuance by the Registrar of the
certificate of conversion into international business company.
(8) On receipt of notification under subsection (5)(c), the Ordinary Company
Registrar shall strike the name of the company off the register of
companies registered under the Companies Act.
company, in accordance with the provisions of this section.
into international
business company
(2) The ordinary company cannot be converted unless it has obtained a letter
issued by the Seychelles Revenue Commission stating that it has no
objection to the ordinary company converting into an international
business company.
(3) The ordinary company shall pass a special resolution of members
approving —
(a) the conversion of the company into an international business
company; and
(b) the alteration of its memorandum and articles such as to conform
to the requirements of this Act with respect to the memorandum
and articles of an international business company.
(4) The ordinary company shall file with the Registrar —
(a) an extract of the special resolution passed under subsection (3);
(b) its proposed altered memorandum and articles;
(c) a declaration of compliance or an extract thereof;
(d) evidence satisfactory to the Registrar that it is in good standing
under the Companies Act; and
(e) a copy of the non-objection letter of the Seychelles Revenue
Commission under subsection (2).
(5) Upon receipt of the documents specified in subsection (4) accompanied
by the specified fee set out in Part II of the Second Schedule, the Registrar
shall —
(a) register the altered memorandum and articles;
(b) issue a certificate of conversion into international business
company to the company in the approved form; and
(c) notify in writing the Ordinary Company Registrar of the
conversion.
(6) The certificate of conversion into international business company shall
be signed by the Registrar and sealed with the Official Seal.
(7) The conversion of the company into an international business company
shall take effect from the date of issuance by the Registrar of the
certificate of conversion into international business company.
(8) On receipt of notification under subsection (5)(c), the Ordinary Company
Registrar shall strike the name of the company off the register of
companies registered under the Companies Act.
Amended since 2016
Act 19 of 2024 · 2024-12-18
11. Section 192 is of the principal Act is amended by inserting a new
subsection after subsection (8) as follows —
“(9) The Ordinary Company Registrar shall publish a
Notice of the striking of the name of a company off the register of
companies under subsection (8) in the Gazette.”
subsection after subsection (8) as follows —
“(9) The Ordinary Company Registrar shall publish a
Notice of the striking of the name of a company off the register of
companies under subsection (8) in the Gazette.”
