All sections · Part XXII: Transitional Provisions
389 Transition for former Act companies
This section has been amended. The text above is the 2016 wording; the amending provisions follow.
(1) Notwithstanding any other provision of this Act but subject to subsection
Act companies
(2), every former Act company shall have a period of three months from
the Act commencement date to comply with the provisions of this Act
relating to —
(a) the keeping of registers and records; and
(b) the furnishing of annual returns.
(2) Every former Act company shall have a period of twelve months from
the Act commencement date to comply with —
(a) section 126(2) (notice of location of minutes and resolutions of
members);
(b) section 157(2) (notice of location of minutes and resolutions of
directors); and
(c) section 179 (register of charges).
(3) Subject to subsection (4), it shall not be mandatory for a former Act
company to amend its memorandum or articles to comply with this Act
but to the extent of any inconsistency between —
(a) a former Act company‘s memorandum or articles; and
(b) this Act,
this Act shall prevail.
(4) Where a former Act company‘s memorandum or articles refers to a
provision in or requirement under a former Act, that reference in the
former Act company‘s memorandum or articles to such requirement or
provision shall be deemed to be varied and construed as if, as near as
possible, it complied with the analogous provision or requirement under
this Act.
(5) If, as at the Act commencement date, a former Act company has
commenced (but not completed) winding up under sections 87 to 95 of
the former Act, the company‘s winding up and dissolution may —
(a) proceed and be completed in accordance with sections 87 to 95
of the former Act as if those provisions still applied; or
(b) be recommenced and completed in accordance with the
provisions of Part XVII of this Act.
(6) Where the Registrar issues a certificate of dissolution of a former Act
company pursuant to subsection (5)(a), the certificate shall have the same
effect as if it was a certificate of dissolution issued by the Registrar under
Part XVII of this Act.
Act companies
(2), every former Act company shall have a period of three months from
the Act commencement date to comply with the provisions of this Act
relating to —
(a) the keeping of registers and records; and
(b) the furnishing of annual returns.
(2) Every former Act company shall have a period of twelve months from
the Act commencement date to comply with —
(a) section 126(2) (notice of location of minutes and resolutions of
members);
(b) section 157(2) (notice of location of minutes and resolutions of
directors); and
(c) section 179 (register of charges).
(3) Subject to subsection (4), it shall not be mandatory for a former Act
company to amend its memorandum or articles to comply with this Act
but to the extent of any inconsistency between —
(a) a former Act company‘s memorandum or articles; and
(b) this Act,
this Act shall prevail.
(4) Where a former Act company‘s memorandum or articles refers to a
provision in or requirement under a former Act, that reference in the
former Act company‘s memorandum or articles to such requirement or
provision shall be deemed to be varied and construed as if, as near as
possible, it complied with the analogous provision or requirement under
this Act.
(5) If, as at the Act commencement date, a former Act company has
commenced (but not completed) winding up under sections 87 to 95 of
the former Act, the company‘s winding up and dissolution may —
(a) proceed and be completed in accordance with sections 87 to 95
of the former Act as if those provisions still applied; or
(b) be recommenced and completed in accordance with the
provisions of Part XVII of this Act.
(6) Where the Registrar issues a certificate of dissolution of a former Act
company pursuant to subsection (5)(a), the certificate shall have the same
effect as if it was a certificate of dissolution issued by the Registrar under
Part XVII of this Act.
Amended since 2016
Act 63 of 2021 · 2021-12-20
(i) Section 389 (1) of the principal Act is amended by repealing
paragraph (b).
Repeal of SIXTH SCHEDULE
(j) The SIXTH SCHEDULE of the principal is hereby repealed.
Amendment of International Business Companies (Amendment)
Act, 2021
3. Section 60(2) (Commencement of certain provisions of this Act) of
the International Business Companies (Amendment) Act, 2021 is hereby
amended with effect from the date of commencement of the International
Business Companies (Amendment) Act, 2021, by repealing the words “except
paragraph (iii)” and substituting therefor the words “except subsection (1C) in
paragraph (iii)”; and
Retrospective provision
4. Where a company which has been incorporated, continued or
converted as a company under the International Business Companies Act, 2016
(Act 15 of 2016) before the commencement of this Act, keeps its accounting
records outside Seychelles, it shall lodge its accounting records relating to
transactions over the past 7 years at the company's registered office in
Seychelles within 6 months from the date of commencement of the
International Business Companies (Amendment) Act, 2021 (Act 32 of 2021).
paragraph (b).
Repeal of SIXTH SCHEDULE
(j) The SIXTH SCHEDULE of the principal is hereby repealed.
Amendment of International Business Companies (Amendment)
Act, 2021
3. Section 60(2) (Commencement of certain provisions of this Act) of
the International Business Companies (Amendment) Act, 2021 is hereby
amended with effect from the date of commencement of the International
Business Companies (Amendment) Act, 2021, by repealing the words “except
paragraph (iii)” and substituting therefor the words “except subsection (1C) in
paragraph (iii)”; and
Retrospective provision
4. Where a company which has been incorporated, continued or
converted as a company under the International Business Companies Act, 2016
(Act 15 of 2016) before the commencement of this Act, keeps its accounting
records outside Seychelles, it shall lodge its accounting records relating to
transactions over the past 7 years at the company's registered office in
Seychelles within 6 months from the date of commencement of the
International Business Companies (Amendment) Act, 2021 (Act 32 of 2021).
