217 Continuation outside Seychelles

(1) Subject to subsection (2) and to its memorandum or articles, a company
for which the Registrar would issue a certificate of good standing under

this Act may, by a resolution of directors or by ordinary resolution,
continue as a company incorporated under the laws of a jurisdiction
outside Seychelles in the manner provided under those laws.

(2) A company that continues as a foreign company does not cease to be a
company incorporated under this Act unless —

(a) it has paid all its fees and any penalty or fine required to be paid
under this Act;

(b) the laws of the foreign jurisdiction permit such continuation and
the company has complied with those laws;

(c) where applicable, the declaration under subsection (3) has been
filed with the Registrar;

(d) the required notice and certificate under subsection (4) has been
filed with the Registrar; and

(e) the Registrar has issued a certificate of discontinuance of the
company under subsection (5).

(3) Where a company that wishes to continue as a foreign company has a
charge registered in respect of the property of the company under section 181, it shall file a written declaration by a majority of its directors
addressed to the Registrar specifying that —

(a) a notice of satisfaction or release in respect of the charge has
been filed and registered under section 183;

(b) where paragraph (a) has not been met, the chargee to whom the
registered charge relates has been notified in writing of the
intention to continue the company as a foreign company and
the chargee has given its consent or has no objection to the
continuation; or

(c) where paragraph (a) has not been met and the chargee, after
notification under paragraph (b), has not given its consent or
expressed non-objection to the continuation, the chargee‘s
interest secured by the registered charge shall not be diminished
or in any way compromised by the continuation and the charge
shall operate as a liability to which section 218(a) applies.


(4) A company that continues as a foreign company shall file with the
Registrar —

(a) a notice of the company‘s continuation in the approved form; and

(b) for the purposes of establishing compliance with subsection
(2)(b), a written certificate (or extract thereof certified by the
company‘s registered agent) addressed to the Registrar by —

(i) a majority of the company‘s directors; or

(ii) a lawyer qualified and entitled to practice law in the
jurisdiction outside Seychelles in which the company is
to be continued,

certifying that the laws of the foreign jurisdiction permit such
continuation and that the company has complied with those laws.

(5) If the Registrar is satisfied that the requirements of this Act in respect of
the continuation of a company under the laws of a foreign jurisdiction
have been complied with, the Registrar shall —

(a) issue a certificate of discontinuance of the company in the
approved form;

(b) strike the name of the company off the Register of International
Business Companies with effect from the date of the certificate
of discontinuance; and

(c) publish the striking off of the company in the Gazette.

(6) A certificate of discontinuance issued under subsection (5) is prima facie
evidence that —

(a) all the requirements of this Act in respect of the continuation of
a company under the laws of a foreign jurisdiction have been
complied with; and

(b) the company was discontinued on the date specified in the
certificate of discontinuance.

(7) Nothing contained in or done pursuant to subsection (3) shall operate as
a bar to any legal action a chargee may be entitled to in law against the
company.