391 References to companies in other enactments

A reference in any written law to a company incorporated, registered or
continued under the former Act shall, unless the context otherwise requires,
enactments
be read as including a reference to a company incorporated, re-registered or
continued under this Act.


392. The International Business Company Act, 1994 (Cap 100A) is hereby repeal.


FIRST SCHEDULE
[Section 9(1)(b) and Section 214(1)(b)]
PART I
INCORPORATION APPLICATION


An incorporation application form shall require an applicant to provide (at minimum) the following
information —
1. The proposed company name;

2. The proposed registered office address;

3. The full name and address of the proposed first registered agent of the company;

4. Whether the company is to be a company limited by shares, company limited by guarantee or
company limited by guarantee and having shares;

5. In the case of a protected cell company, a statement that the written consent of the Authority
under section 221 has been given;

6. A statement that the requirements of the Act with respect to incorporation have been complied
with.


PART II
CONTINUATION APPLICATION


A continuation application form shall require an applicant to provide (at minimum) the following
information —
1. The existing name of the company;

2. The proposed name of the company upon continuation;

3. The proposed registered office address in Seychelles;

4. The full name and address of the proposed registered agent of the company;

5. Whether the company is to be a company limited by shares, company limited by guarantee or
company limited by guarantee and having shares;

6. In the case of a protected cell company, a statement that the written consent of the Authority
under section 221 has been given;

7. A statement that the requirements of the Act with respect to continuation have been complied
with.


__________________


SECOND SCHEDULE
PART I
INCORPORATION AND ANNUALFEES



DESCRIPTION

(section 9(1))

(a) Fee for incorporation of an international business company (other
than a protected cell company)


(section 221)

(b) Application fee for Authority‘s consent to incorporate, continue as,
or to convert a company into, a protected cell company


(section 9(1))

(c) Fee for incorporation of a protected cell company


(section 12)

(d) Annual fee - international business company (other than a
protected cell company)


(section 12)

Annual fee – protected cell company




__________________


PART II
MISCELLANEOUS FEES



DESCRIPTION

Note – No fee under Part II of the Second Schedule
shall be payable by the Seychelles Revenue
Commission, the Financial Intelligence Unit or other
Seychelles government body in the course of official
business in respect of any inspection by it of company
documents filed with, or register kept by, the
Registrar, or for any certificate of good standing or
certificate of official search issued by the Registrar


(section23) (i) US$50

(ii) US$100
(a) Registration of a certified copy or extract of a
resolution, other than an amendment under
section 30, amending the memorandum or paragraph for filing an extract
articles of a company — resolution changing registered agent
– as the fee specified in paragraph (l)
(i) filed within 30 days after the date of the
resolution;

(ii) filed more than 30 days after the date of
the resolution.


(section 24) US$50

Provided that no fee shall be payable
(b) Filing a restated and amended memorandum or in respect of filing a restated and
articles of a company(exclusive of fee for filing amended memorandum and articles
a certified copy or extract of the amendment (changing the company‘s name) filed
approval resolution under paragraph (a)) pursuant to a direction made by the

Note – No filing fee is payable in respect of a restated
and amended memorandum and articles of a former
Act company filed within 2 years of the Act
commencement date


(section 29(3)) US$25

(c) For the continued reservation of a name for
future adoption by a company



(section 30 and 31) (i) US$50

(d) Registration of a certified copy or certified (ii) US$100
copy or extract of a resolution amending the
memorandum or articles of a company Provided that no fee shall be payable
including a change of company name under
section 30 — resolution extract filed pursuant to a
direction made by the Registrar
(i) filed within 30 days after the date of the
resolution;

(ii) filed more than 30 days after the date of
the resolution


(section 152(1) and (2)) No fee for a ,first filing‘ under
section 152(1);
(e) For filing of a copy register of directors of a
company US$25 for each subsequent filing



(section 162) US$50

(f) For filing of a certified copy or extract of the
resolution of registered office of a company paragraph for filing an extract
(subject to paragraph g below)
registered office and registered agent
– as the fee specified in paragraph (l)
applies instead)


(section 163(2)) (i) US$5 per company for the first
500
(g) For filing notices of change of registered office
consequent upon a change of the registered (ii)
agent‘s principal place of business in relation
to one or more companies, or a combined
notice under subsection (4), for: (iii) nil fee in respect of any more

(i) 1 – 500 companies

(ii) 501 – 1100 companies

(iii) 1101 companies or more


(section 165(3)) US$50

(h) (A notice of appointment (note – this fee does
not apply if a notice of change of registered
agent is filed under section 169; refer
paragraph l below)



(section 166(2)) (i) US$5 per company for the first
500
(i) For filing notices of change of name of
registered agent in relation to one or more (ii)
companies, or a combined notice under
subsection (4), for:
(iii) nil fee in respect of any more
(i) 1 – 500 companies

(ii) 501 – 1100 companies

(iii) 1101 companies or more


(section 167(4)) Nil

(j) For filing of a notice of resignation as
registered agent of a company


(section 168(4)) US$25

(k) For filing of a notice of ceasing to be eligible to
act as registered agent of a company


(section 169(2)) US$50

(l) For filing of a certified copy or extract
resolution of change of registered agent of a
company


(section181) US$125

(m) For filing application to register a charge


(section182) US$75

(n) For filing an application to register a variation
of a registered charge


(section 183) US$75

(o) For filing an application to register a notice of
satisfaction or release of charge



(sections 192 and 194) US$100

(p) For filing an application for conversion of an
ordinary company into international business
company or vice-versa


(section 196 and 198) US$300

(q) For filing an application for conversion of a
non-cellular company into protected cell
company or vice-versa


(section 202(2) and 203(6)) US$500

(r) For filing application to register articles of
merger or consolidation


(section 208(8)) US$500

(s) For filing application to register articles of
arrangement


(section 214(2)) US$100

(t) For the continuation of a foreign company as
an international business company (other than
a protected cell company)


(section 214(2)) US$500

(u) For the continuation of a foreign company as a
protected cell company


(section217(3)) US$50

(v) For the registration of a notice of continuation
outside of Seychelles


(section 271(3)) US$25

(w) Inspection of Register of Disqualification
Orders



(section276(1)) (i) US$300

(x) For the restoration of the name of a company to (ii) US$600
the Register by the Registrar:

(i) if the application for restoration is made
6 months or less after the date that the
name of the company was struck from
the Register; or

(ii) if the application for restoration is made
more than 6 months after the date that
the name of the company was struck
from the Register.


(section 277(6)) US$600

(y) For filing with the Registrar of a sealed copy of
an order of the Court for the restoration of the
name of a company to the Register


(sections 285(1), 293(1), 303(1) and 317(1)) US$50

(z) For filing

(i) a copy or extract of a resolution that a
company be voluntarily wound up, or

(ii) a copy or extract of a resolution
rescinding a company‘s voluntary
winding up or

(iii) a copy of the compulsory winding up
order


(section 297(1), 308(1) and 326(1)) US$75

(aa) For filing of liquidator‘s notice that a
voluntary liquidation or compulsory of a
company has completed (inclusive of issue of
certificate of dissolution by Registrar)


(section 347) US$10

(bb) An inspection of the Register of International
Business Companies



(section 347) US$10

(cc) An inspection of the file of a company


(section 347) US$10

(dd) An inspection of the Register of Registered
Charges (per company)


(section 348) US$1

(ee) Per page for obtaining a copy of any document
available on inspection


(section 349) US$10

(ff) For the filing of a copy of a register of
members, register of charges or register of
beneficial owners


(section 350) US$50

(gg) For the filing of annual financial statement


(section 351) US$25

(hh) A certificate of good standing


(section 352) US$25

(ii) A certificate of official search


(section 384(1)) Nil

(jj) A certificate of re-registration – per company


(kk) Upon the permitted filing with the Registrar of US$50
any document relating to a company other than
those set out in this Schedule


THIRD SCHEDULE
(Section 26)
RESTRICTED WORDS



PART I
„Bank“
„Building Society“
„Chamber of Commerce“
„Chartered“
„Cooperative“
„Credit Union“
„Government“
„Licensing“
„Municipal“
„Parliament“
„Police“
„Royal“
„Tribunal“
„Stock Exchange“
or a word or abbreviation conveying a similar meaning
PART II
„Airline“
„Assurance“
„Bitcoin“
„Bureau de Change“
„Casino“
„Charity“
„College“
„Council“
„Foundation“
„Fund“
„Gambling“
„Gaming“
„Hospital“
„Insurance“
„Insurer“
„Lottery“
„Military“
„Mutual Fund“
„Pharmacy“
„Polytechnic“
„Reinsurance“
„School“
„Securities“
Seychelles“
„Sovereign“
„State“
„Trust“
„Trustee“
„Union“
„University“
and such other words as may be prescribed in writing in guidelines issued by the Registrar


FOURTH SCHEDULE
(Section 28)
LANGUAGE OF COMPANY NAMES


1. (1) The name of a company may be expressed in any language, but where the
name is not in the English or French language a translation of the name in

the English or French language shall be given to the Registrar certified as
true and accurate by an acceptable translator (as defined in section 2(1) of
the Act) or by the registered agent of the company or proposed company.

(2) The registered agent shall not give a certificate under sub-paragraph (1),
unless it has obtained the translation from or had it confirmed by an
acceptable translator.

(3) Where the name of a company is not in the English or French language,
the Registrar shall include the name and the English or French language
translation of it on the company‘s certificate of incorporation, continuation
or conversion.


2. (1) Subject to paragraph 4and where the name of a company is in the English

or French language, on an application made under paragraph 3, the
Registrar may register a company with an additional foreign character
name.

(2) Where a company is registered with an additional foreign character name
—

(a) the memorandum shall contain a statement that the company
has a foreign character name in addition to its name and shall
state the foreign character name; and

(b) wherever the name of the company appears in the memorandum
or articles, there shall also be a reference to the foreign
character name.

(3) A company shall not be registered with a foreign character name that is —

(a) identical to a foreign character name that is registered, or has
been registered, to another company under the Act; or

(b) so similar to a foreign character name that is registered, or has
been registered, to another company under the Act that the use
of the name would, in the opinion of the Registrar, be likely to
confuse or mislead.


(4) Notwithstanding sub-paragraph (3)(b), the Registrar may register a
company with an additional foreign character name that is similar to the
foreign character name of another company if both companies are
associates.



3. (1) An application to the Registrar for the approval and registration of a
foreign character name may be made together with the application to
registration of
incorporate or continue the company or at any time thereafter.
character name
(2) An application under sub-paragraph (1) shall be in the approved form and
shall be accompanied by —

(a) a statement certified an acceptable translator or by the registered
agent of the company or proposed company —

(i) confirming whether or not the foreign character name is
a translation of, or has a meaning equivalent to, the name
or proposed name of the company; and

(ii) specifying the meaning or, where it has more than one
possible meaning, the meanings of the foreign character
name; and

(b) where the application is in relation to an existing company, a
certified copy or extract amendment resolution under section 23
and 30 and, if the company has resolved to do so, a restated
memorandum and articles under section 24.

(3) The registered agent shall not give a statement under subsection (1),
unless it has obtained the statement from or had it confirmed by an
acceptable translator.


4. (1) The Registrar shall not approve a foreign character name if —
character name

(a) the name does not comply with the Act; or

(b) the Registrar considers that —

(i) the name is offensive or objectionable; or

(ii) it would be contrary to public policy or the public interest
to register the name.


(2) The Registrar may refuse to approve a foreign character name if —

(a) he is not satisfied that he understands the full or true meaning
of the name, whether by reason of the accuracy of the
translation, the context in which the name will, or may be, used
or otherwise; or

(b) it is not, whether for technical or other reasons, practicable to
register the name.

(3) On approving a foreign character name, whether on incorporation,
continuation, change of name or otherwise, the Registrar shall —

(a) register the foreign character company name against the
company in the Register of Companies; and

(b) issue a certificate of incorporation, continuation or registration
of additional foreign character name, as appropriate, which
shall —

(i) indicate that the company has a foreign character name
in addition to its name; and

(ii) state both its name and the foreign character name.


5. (1) If a company that has a foreign character name applies to change its
foreign character name, it shall file with the application for a change of

name, the documents specified in paragraph 3(2).


(2) Where a company applies to change its foreign character name,
paragraph 4 applies, mutatis mutandis.


6. (1) A company that is registered with a foreign character name may apply to
the Registrar for the deregistration of its foreign character name.


(2) An application under sub-paragraph (1) shall be in the approved form and
shall be accompanied by a certified copy or extract amendment resolution
under section 23 and 30 and, if the company has resolved to do so, a
restated memorandum and articles under section 24.

(3) On an application under sub-paragraph (1), the Registrar may deregister
the foreign character name and remove it from the Register.

(4) If the Registrar deregisters the foreign character name of a company, he
shall issue a certificate of deregistration of the foreign character name.


7. (1) Without prejudice to sub-paragraphs (2) to (6), sections 25, 26 and 31
relation to foreign
character names
shall apply mutatis mutandis to foreign character names.

(2) The Registrar may issue a notice under sub-paragraph (3) to a company
if —

(a) the Registrar considers that the company‘s foreign character
name —

(i) does not comply with the Act or is offensive or
objectionable; or

(ii) is contrary to public policy or to the public interest for
the foreign character name to remain on the Register; or

(b) the Registrar forms the opinion that it does not understand the
full or true meaning of the name.

(3) Where sub-paragraph (2) applies, the Registrar may issue a notice to the
company directing it to apply to change its foreign character name to a
foreign character name approved by the Registrar on or before a date
specified in the notice, which shall be not less than fourteen days after
the date of the notice.

(4) If a company that has received a notice under sub-paragraph (3) fails to
file an application to change its foreign character name to a foreign
character name approved by the Registrar on or before the date specified
in the notice, the Registrar may deregister the name.

(5) Where the Registrar deregisters a foreign character name under this
regulation, it shall issue a certificate of change of name to the company.

(6) Where a company‘s foreign character name has been deregistered under
this paragraph it shall, within fourteen days of the date of the certificate
of change of name, file a certified copy or extract amendment resolution
under section 23 and 30 and, if the company has resolved to do so, a
restated memorandum and articles under section 24.
__________________


FIFTH SCHEDULE
(Section 32)
REUSE OF COMPANY NAMES


1. In this Schedule, unless the context otherwise requires —

„Act“ means the International Business Companies Act;
„change date“ means the date on which the first company changed its name;
„discontinued company“ means a company in respect of which the Registrar
has issued a certificate of discontinuance under section 217(4)(a) of the Act;
„dissolved company“ means a company that has been dissolved under the Act
or the former Act;
„first company“ means —
(a) the company or former Act company that has, as the case may be —

(i) changed its name;

(ii) been dissolved under the Act or a former Act; or

(b) the discontinued company;
„insolvent“ means as defined in section 299 of the Act;
„insolvent company“ —
(a) means —

(i) an insolvent company that is in liquidation under Sub-Part
III or Sub-Part IV of Part XVII of the Act; or

(ii) a company that has been dissolved following the
completion of its liquidation under Sub-Part III or Sub-
Part IV of Part XVII of the Act;

(b) does not include a company that has been dissolved for seven years
or more;
„second company“ means the company that seeks to use the name of the first
company, whether on incorporation, continuation or through a change of
name.


2. (1) Where permitted under paragraphs 3 or 4, the Registrar may incorporate
or continue a company under, or register a change of name of a company
to, a name that is identical or similar to the name of —

(a) a company or former Act company that has —

(i) changed its name; or

(ii) been dissolved under the Act or the former Act; or

(b) a discontinued company.

(2) Paragraphs 3 and 4 are subject to paragraphs 6 and 7.

(3) Nothing in paragraphs 3 to 7 is intended to give a company, whether the
first company or the second company, any entitlement to the transfer of
the name from the first company to the second company.


3. (1) Where the first company is a company that has changed its name, the
Registrar may permit the previous name of the first company, or a name
similar to the previous name of the first company, to be registered to a
second company —

(a) at any time after the expiry of a period of seven years from the
date that the first company changed its name; or

(b) if the first company provides its written consent —

(i) where the Registrar is satisfied that the change of name
is part of a genuine sale of the business or undertaking,
or a substantial part of the business or undertaking, of the
first company to the second company, at any time after
the first company has changed its name;

(ii) where the Registrar is satisfied that the first company and
the second company are associated, at any time after the
first company has changed its name; or

(iii) in any other cases, after the expiry of a period of three
years from the date that the first company changes its
name.

(2) Where a company has changed its name, and the name, or a similar name,
has not yet been registered to a second company, the Registrar may
permit the company to change its name to its previous name or a similar
name.


4. Where the first company is a dissolved company, the Registrar may permit the

name of the first company, or a name similar to the name of the first company,
to be registered to a second company at any time after the date that the first
company was dissolved.


5. (1) Where the first company is a discontinued company, the Registrar may

permit the name of the first company, or a name similar to the name of

the first company, to be registered to a second company at any time after
the expiry of a period of seven years from the date of the certificate of
discontinuance issued in respect of the first company.

(2) If a discontinued company is subsequently continued under the Act, the
Registrar may permit the company to be continued under its previous
name, as stated in the certificate of discontinuance, unless the name has
been reused in accordance with this Schedule.


6. The Registrar shall not permit a name, including a similar name, to be
registered to —


(a) more than two different companies; or

(b) more than twice to the same company, in any period of seven
years.


7. (1) Paragraphs 2 to 5 do not apply where the first company is an insolvent
company.


(2) If the first company is an insolvent company, the name of the first
company, or a name similar to the name of the first company, may only
be registered to a second company —

(a) if the liquidator has sold the business or undertaking, or a
substantial part of the business or undertaking, of the first
company to the second company; or

(b) with the leave of the Court.
____________________


SIXTH SCHEDULE
(Section 171)
ANNUAL RETURN CONTENT


The annual return shall be in such form as the Registrar directs or approves and shall be required (at
minimum) to state and declare that as at the date of the annual return —
1. The Company is keeping accounting records in accordance with the requirements of the Act, which
accounting records are kept at the following location(s):

[insert physical address of each location of accounting records]

2. The Company is keeping minutes of meetings and copies of written resolutions of members and
directors in accordance with the requirements of the Act (together referred to as „minutes and
resolutions“), which minutes and resolutions are kept at the following location(s):

[insert physical address of each location of minutes and copy resolutions]

3. Where the Company is requested pursuant to a written law of Seychelles to furnish all or any of its
accounting records and minutes and resolutions or copies thereof, it will cause the requested
accounting records and minutes and resolutions or copies thereof to be furnished to the requesting
party in Seychelles within the time period specified in the request.


I certify that this is a correct copy of the Bill which was passed by the National Assembly on 26th July,
2016.