All sections · 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 may not continue as a company incorporated under
this Act unless —

(a) in the foreign jurisdiction in which it is incorporated, the
foreign company is in good legal standing under the laws of that
jurisdiction; and

(b) a majority of the foreign company‘s directors or other persons
charged with exercising the powers of the foreign company
issue a written certificate addressed to the Registrar certifying
that —

(i) the foreign company is solvent within the meaning of
section 67 of this Act;

(ii) the foreign company is not in the process of being
wound up, dissolved or struck off the register in its
jurisdiction of incorporation;

(iii) no receiver or administrator (by whatever name any
such person is called) has been appointed, whether by
a court or in some other manner, in respect of any
property of the foreign company;

(iv) there is no outstanding arrangement between the
foreign company and its creditors that has not been
concluded; and

(v) the law of theforeign jurisdiction in which the foreign
company is incorporated does not prohibit its
continuation as a company in Seychelles.

(3) A person who provides a false or misleading certificate under subsection
(2)(b) commits an offence and is liable on conviction to a fine not
exceeding US$25,000.
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