205 Merger or consolidation with foreign company

(1) One or more companies may merge or consolidate with one or more
foreign companies in accordance with this section, including where one

of the constituent companies is a parent company and the other
constituent companies are subsidiary companies, if the merger or
consolidation is permitted by the laws of each jurisdictions in which each
foreign company is incorporated.

(2) The following applies in respect of a merger or consolidation under this
section —

(a) a company shall comply with the provisions of this Act with
respect to merger or consolidation, as the case may be, and a
foreign company shall 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 laws of a jurisdiction outside Seychelles,
it shall file —

(i) an agreement that a service of process may be effected
on it in Seychelles in respect of proceedings for the
enforcement of any claim, debt, liability or obligation
of a constituent company that is a company registered
under this Act or in respect of proceedings for the
enforcement of the rights of a dissenting member of a
constituent company that is a company registered under
this Act against the surviving company or the
consolidated company;

(ii) an irrevocable appointment of its registered agent in
Seychelles as its agent to accept service of process in
proceedings referred to in subparagraph (i);

(iii) an agreement that it will promptly pay to the dissenting
members of a constituent company that is a company
registered under this Act the amount, if any, to which
they are entitled under this Act with respect to the rights
of dissenting members; and

(iv) a certified copy of the certificate of merger or
consolidation issued by the appropriate authority of the
foreign jurisdiction where it is incorporated; or, if no
certificate of merger or consolidation is issued by the
appropriate authority of the foreign jurisdiction, then,
such evidence of the merger or consolidation as the
Registrar considers acceptable.

(3) The effect under this section of a merger or consolidation is the same as
in the case of a merger or consolidation under section 201 if the surviving
company or the consolidated company is incorporated under this Act.


(4) If the surviving company or the consolidated company is incorporated
under the laws of a jurisdiction outside Seychelles, the effect of the
merger or consolidation is the same as in the case of a merger or
consolidation under section 201 except in so far as the laws of the other
jurisdiction otherwise provide.

(5) If the surviving company or the consolidated company is a company
incorporated under this Act, the merger or consolidation is effective on
the date the articles of merger or consolidation are registered by the
Registrar or on such date subsequent thereto, not exceeding thirty days,
as is stated 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 is effective as provided by the laws of that other
jurisdiction.