2 Interpretation

In this Act, unless the context otherwise requires —
„acceptable translator“ means person who is —

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

(b) acceptable to the Registrar as a translator in accordance with such
requirements as may be specified in written guidelines issued by the
Registrar;


„accounting records“, in relation to a company, means documents in respect of
—
(a) the company‘s assets and liabilities;

(b) the receipts and expenditure of the company; and

(c) the sales, purchases and other transactions to which the company is
party;
„Act commencement date“ means the date on which this Act comes into force;
„Appeals Board“ means the Appeals Board established under the Financial
Services Authority (Appeals Board) Regulations 2014;
„approved form“ means a form approved by the Registrar or the Authority in
accordance with section 353;
„articles“ means the original, amended or restated articles of association of a
company;
„associated company“ means as defined in section 3(2);
„authorised capital“, in relation to a company, means —
(a) in the case of a par value company, the maximum amount of share
capital that the company is authorised by its memorandum to issue;

(b) in the case of a no par value company, the maximum number, if any,
of no par value shares that the company is authorised by its
memorandum to issue;
„Authority“ means the Financial Services Authority as established by the
Financial Services Authority Act;
“Authority‘s Website“ means the Authority‘s principal public access internet
websitefor the time being maintained by or on behalf of the Authority;
„bearer share“ means a share represented by a certificate which —
(a) does not record the owner‘s name; and

(b) states to the effect that the bearer of the certificate is the owner of the
share;
„board“, in relation to a company, means —
(a) the board of directors, committee of management or other governing
authority of the company; or

(b) if the company has only one director, that director;
„body corporate“ includes a company, a corporation registered under the
Companies Act and a body corporate incorporated outside Seychelles, but does
not include an unincorporated association oran unincorporated partnership;
„business day“ means any day other than a Saturday, Sunday or public holiday
in Seychelles;


„cell“ means a cell of a protected cell company;
„class of members“, in respect of a protected cell company, includes —
(a) the members of a cell of the company; and

(b) any class of members of a cell of the company;
„company“ means —
(a) an international business company; or

(b) a former Act company;

„company limited by shares“ means a company —

(a) whose memorandum limits the liability of all its members to the
amount (if any) unpaid on the shares respectively held by its members;
and

(b) which is —

(i) incorporated with a share capital comprising par value
shares; or

(ii) authorised to issue no par value shares;

„company limited by guarantee“ means a company whose memorandum limits
the liability of all its members to a fixed amount which each member thereby
undertakes, by way of guarantee and not by reason of holding any share, to
contribute to the assets of the company if it is wound up;

„company limited by shares and guarantee“ means a company —

(a) whose memorandum 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 share, to contribute to the
assets of the company if it is wound up;

(b) whose memorandum limits the liability of one or more its members to
the amount (if any) unpaid on the shares respectively held by its
members; and

(c) which is —

(i) incorporated with a share capital comprising par value
shares; or

(ii) authorised 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 occupying or acting in the position of director by
whatever name called;

„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“ means a document in any form and includes —

(a) any writing on any material;

(b) a book, graph, drawing or other pictorial representation or image;

(c) information recorded or stored by any electronic or other
technological means and capable with or without the aid of any
equipment of being reproduced;

„electronic form“ with reference to information means any information
generated, sent, received or stored in any computer storage media such as
magnetic, optical, computer memory or other similar devices;

„electronic record“ means data, record or data generated, image or sound stored,
received or sent in an electronic form and includes any electronic code or device
necessary to decrypt or interpret the electronic record;

„executive“, in relation to a company, means a person employed in an executive
or managerial capacity;

„foreign company“ means a body corporate that is incorporated or registered
under the laws of a jurisdiction outside Seychelles;

„former Act“ means the International Business Companies Act 1994 repealed
by section 381;

„former Act company“ means a company which was incorporated or continued
under the former Act;

„guarantee member“, in relation to a company, means a person —

(a) being a member whose liability in his capacity as such a member is
limited by the company‘s memorandum to the amount which he
thereby undertakes, by way of guarantee and not by reason of holding
any share, to contribute to the assets of the company if it is wound up;
and

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


„international business company“ means as defined in section 5(1);
„incapacitated adult“ means a person, other than a minor, who under the written law
of Seychelles does not have legal capacity;
„limited company“ means —
(a) a company limited by shares;

(b) a company limited by guarantee; or

(c) a company limited by shares and guarantee;
„limited life company“ means a limited life company as defined in section 8(1);
„member“, in relation to a company, means a person whose name is entered in
the company‘s register of members as —
(a) a shareholder; or

(b) a guarantee member;
„memorandum“ means the original, amended or restated memorandum of
association of a company;
„Minister“ means the Minister responsible for Finance;
„minor“ means an individual under the age of eighteen;
„non-cellular company“ means an international business company which is not
a protected cell company;
„no par value company“ means a company which is —
(a) authorised to issue no par value shares; and

(b) not authorised to issue par value shares, whether or not it also has
guarantee members;
„no par value share“ means a registered share which is not expressed as having
nominal value;
„officer“, in relation to a company, means a director, executive, secretary or
liquidator;
„Official Seal“ means the official seal of the Registrar as provided for in section 345;
„ordinary company“ means a company registered under the Companies Act;
„ordinary resolution“ means an ordinary resolution of members as defined in
section 110;
„parent“, in relation to a company, foreign company or other body corporate,
means as defined in section 3(1)(b);


„par value company“ means a company which is —
(a) registered with share capital comprising par value shares; and

(b) not authorised to issue no par value shares, whether or not it also has
guarantee members;
„par value share“ means a registered share which is expressed as having
nominal value;
„personal representative“ means the executor or administrator for the time being
of a deceased person;
„protected cell company“ means an international business company to which
section 7 applies;
„records“ means documents and other records however stored;
„registered agent“ means, in relation to a company, the person who is the
company‘s registered agent in accordance with section 164;
„registered share“ means a share in a company which is issued to a named
person, whose name is entered in the company‘s register of members as the
holder of that share;

„Register of Registered Charges“ means the Register of Registered Charges
maintained by the Registrar in accordance with sections 181(3) and 346(1)(b);

„Register“ means the Register of International Business Companies maintained
by the Registrar in accordance with 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) an individual who resides in Seychelles or who is present in
Seychelles for a period of, or periods amounting in aggregate to, one
hundred eighty-three days or more in any twelve-month period that
commences or ends during a calendar year;

(b) a company registered under this Act;

(c) a body corporate registered under the Companies Act;

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

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

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

(g) a trust registered under the International Trusts Act;


„resolution of directors“ means as defined in section 155;

„secured creditor“ means as defined in section 327(c);
„securities“ means as defined in section 2(1) of the Securities Act, including
shares and debt obligations of every kind and options, warrants and other rights
to acquire shares or debt obligations;
„share“ means a par value share or a no par value share in a body corporate or
a cell, in respect of which liability is limited to the amount (if any) unpaid on it;
„share capital“, in relation to a company, means —
(a) in the case of a par value company, the sum of the aggregate par value
of all the issued and outstanding par value shares of a company and
shares with par value held by the company as treasury shares;

(b) in the case of a no par value company, the aggregate of the amounts
designated by the directors as share capital of all issued and
outstanding no par value shares of the company and no par value
shares held by the company as treasury shares, and the amounts as
may be from time to time transferred from surplus to share capital by
a resolution of the directors;
„shareholder“, in relation to a company, means 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 solvent test as specified in section 67;
„special resolution“ means a special resolution of members as specified in
section 112;
„subsidiary“, in relation to a company, foreign company or other body
corporate, means as defined in section 3(1)(c);
„surplus“, in relation to a company, means the excess, if any, at the time of the
determination, of total assets of the company over the sum of its total liabilities,
as shown in the 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 taxes on income; or

(b) on exchange of information on tax matters; and
„treasury share“ means a share of a company that was previously issued but was
repurchased, redeemed or otherwise acquired by the company and not
cancelled.