All sections · Part VI: Membership · Sub-Part II: Register of members
104 会员名录
This section has been amended. The text above is the 2016 wording; the amending provisions follow.
(1)根据第106条的规定，每个公司都应在其塞舌尔的注册办事处保存一份称为成员登记册的登记册，并在该登记册中输入适合该公司的下列信息--。
持有公司股份的每个人的姓名和地址。
(b) 每个股东所持有的每个类别和系列的股份数量。
(c) 作为公司担保人的每个人的姓名和地址。
(d) 每个成员的名字被记入成员登记册的日期；以及
(e) 一个人停止成为成员的日期。
(2) 公司应确保根据第(1)款要求在其成员登记册中保留的信息是准确和最新的。
(3) 成员登记册可按董事批准的形式保存，但如果是磁性、电子或其他数据存储，公司必须能够出示其内容的可读证据。
(4) 与公司前成员有关的记录可在该成员被从登记册中删除之日起七年后从登记册中删除。
(5) 违反第(1)或(2)款的公司有责任支付500美元的罚款，并为违反行为持续的每一天或其中的一部分支付50美元的额外罚款。
(6) 故意允许违反第(1)或(2)款规定的董事，有责任支付500美元的罚款，并对违反行为持续的每一天或其部分额外支付50美元的罚款。
持有公司股份的每个人的姓名和地址。
(b) 每个股东所持有的每个类别和系列的股份数量。
(c) 作为公司担保人的每个人的姓名和地址。
(d) 每个成员的名字被记入成员登记册的日期；以及
(e) 一个人停止成为成员的日期。
(2) 公司应确保根据第(1)款要求在其成员登记册中保留的信息是准确和最新的。
(3) 成员登记册可按董事批准的形式保存，但如果是磁性、电子或其他数据存储，公司必须能够出示其内容的可读证据。
(4) 与公司前成员有关的记录可在该成员被从登记册中删除之日起七年后从登记册中删除。
(5) 违反第(1)或(2)款的公司有责任支付500美元的罚款，并为违反行为持续的每一天或其中的一部分支付50美元的额外罚款。
(6) 故意允许违反第(1)或(2)款规定的董事，有责任支付500美元的罚款，并对违反行为持续的每一天或其部分额外支付50美元的罚款。
Translation for information only. Only the English original is legally binding.
Original wording (English, legally binding): Register of members
(1) Subject to section 106, every company shall keep at its registered office
in Seychelles a register to be known as a register of members, and enter
in it the following information as appropriate for the company —
(a) the name and address of each person who holds any shares in the
company;
(b) the number of each class and series of shares held by each
shareholder;
(c) the name and address of each person who is a guarantee member
of the company;
(d) the date on which the name of each member was entered in the
register of members; and
(e) the date on which any person ceased to be a member.
(2) A company shall ensure that the information required by subsection (1)
to be kept in its register of members is accurate and up-to-date.
(3) The register of members may be in such form as the directors may
approve but if it is in magnetic, electronic or other data storage form, the
company must be able to produce legible evidence of its contents.
(4) An entry relating to a former member of the company may be removed
from the register after seven years from the date on which the member
ceased to be a member.
(5) A company that contravenes subsection (1) or (2) shall be liable to a
penalty fee of US$500 and an additional penalty fee of US$50 for each
day or part thereof during which the contravention continues.
(6) A director who knowingly permits a contravention under subsection (1)
or (2) shall be liable to a penalty fee of US$500 and an additional penalty
fee of US$50 for each day or part thereof during which the contravention
continues.
in Seychelles a register to be known as a register of members, and enter
in it the following information as appropriate for the company —
(a) the name and address of each person who holds any shares in the
company;
(b) the number of each class and series of shares held by each
shareholder;
(c) the name and address of each person who is a guarantee member
of the company;
(d) the date on which the name of each member was entered in the
register of members; and
(e) the date on which any person ceased to be a member.
(2) A company shall ensure that the information required by subsection (1)
to be kept in its register of members is accurate and up-to-date.
(3) The register of members may be in such form as the directors may
approve but if it is in magnetic, electronic or other data storage form, the
company must be able to produce legible evidence of its contents.
(4) An entry relating to a former member of the company may be removed
from the register after seven years from the date on which the member
ceased to be a member.
(5) A company that contravenes subsection (1) or (2) shall be liable to a
penalty fee of US$500 and an additional penalty fee of US$50 for each
day or part thereof during which the contravention continues.
(6) A director who knowingly permits a contravention under subsection (1)
or (2) shall be liable to a penalty fee of US$500 and an additional penalty
fee of US$50 for each day or part thereof during which the contravention
continues.
Amended since 2016
Act 32 of 2021 · 2021-08-02
15. Section 104 of the principal Act is amended —
(i) in subsection (5), by repealing the words “of US$500 and an
additional penalty fee of US$50 for each day or part thereof
during which the contravention continues”, and substituting
therefor the words “not exceeding US$10,000”;
(ii) in subsection (6), by repealing the words “of US$500 and an
additional penalty fee of US$50 for each day or part thereof
during which the contravention continues”, and substituting
therefor the words “not exceeding US$10,000”.
(i) in subsection (5), by repealing the words “of US$500 and an
additional penalty fee of US$50 for each day or part thereof
during which the contravention continues”, and substituting
therefor the words “not exceeding US$10,000”;
(ii) in subsection (6), by repealing the words “of US$500 and an
additional penalty fee of US$50 for each day or part thereof
during which the contravention continues”, and substituting
therefor the words “not exceeding US$10,000”.
Act 19 of 2024 · 2024-12-18
5. Section 104 of the principal Act is amended —
(a) in subsection (1) —
(i) in paragraph (d) by deleting the word “and”;
(ii) in paragraph (e) by deleting the full stop “.” and
substituting it with the mark and word “; and” ;
(iii) by inserting a new paragraph after paragraph (e), as
follows —
“(f) the identity of the nominator where the member
is a nominee.”
(b) by inserting after subsection (1), the following subsection —
“(1A) For purposes of subsection (1)(f), —
(a) “nominee” means a person who
has been instructed to act on behalf
of another person (the nominator)
in a certain capacity regarding a
company, and includes a person
who holds legal title over shares or
other membership interests in a
company on behalf of another
person (the nominator);
(b) “nominator” means a person who
instructs a nominee to act on the
nominator's behalf in a certain
capacity regarding a company,
and includes a person who
instructs a nominee to hold legal
title over shares or other
membership interests or any other
control in a company on the
nominator's behalf;
(c) the identity of a nominator that is —
(i) an individual, shall include his
or her name, address, date of
birth and nationality;
(ii) a body corporate, shall include
its name, address, date of
incorporation or registration
and the place of incorporation
or registration.”
(a) in subsection (1) —
(i) in paragraph (d) by deleting the word “and”;
(ii) in paragraph (e) by deleting the full stop “.” and
substituting it with the mark and word “; and” ;
(iii) by inserting a new paragraph after paragraph (e), as
follows —
“(f) the identity of the nominator where the member
is a nominee.”
(b) by inserting after subsection (1), the following subsection —
“(1A) For purposes of subsection (1)(f), —
(a) “nominee” means a person who
has been instructed to act on behalf
of another person (the nominator)
in a certain capacity regarding a
company, and includes a person
who holds legal title over shares or
other membership interests in a
company on behalf of another
person (the nominator);
(b) “nominator” means a person who
instructs a nominee to act on the
nominator's behalf in a certain
capacity regarding a company,
and includes a person who
instructs a nominee to hold legal
title over shares or other
membership interests or any other
control in a company on the
nominator's behalf;
(c) the identity of a nominator that is —
(i) an individual, shall include his
or her name, address, date of
birth and nationality;
(ii) a body corporate, shall include
its name, address, date of
incorporation or registration
and the place of incorporation
or registration.”
Act 9 of 2025 · 2025-07-01
3. Section 104 of the principal Act is amended —
(a) in subsection (1) —
(i) in paragraph (e), by repealing the word “and”;
(ii) by inserting after paragraph (e), the following
paragraph —
“(ea) the nominee status of any member; and”
(b) in subsection (1A) —
(i) in the chapeau, by repealing the words, figure and
letter “subsection (1)(f)” and therefor substituting
the words “this section”;
(ii) in paragraph (c) —
(A) in sub-paragraph (i), by repealing the words
“and nationality” and therefor substituting
the words “, nationality and national identity
number or equivalent (if any)”;
(B) in sub-paragraph (ii), by repealing the words
“and the place of incorporation or
registration” and therefor substituting the
words “, place of incorporation or
registration and incorporation or registration
number”;
(c) by inserting after subsection (1A) the following
subsections —
“(1B) Every person acting as a nominee member shall,
within 21 days of appointment, submit a
declaration of its status as a nominee to the
company in which it is holding legal title over
shares or other membership interests, containing
the following particulars —
(a) a statement confirming the nominee status;
(b) the identity information of the nominator as
specified under paragraph (c) of subsection
(1A) and the identity information of the
nominee member as specified under
subsection (1); and
(c) such other information as may be required
by the Registrar.
(1C) A nominee member which ceases to be a nominee
member in the company in which it holds legal
title over shares or other membership interests
shall, within 21 days of the change, inform the
company of such change of status and the date it
occurred, by a written notice.
(1D) Where a change occurs in the details of the
nominator, the nominee shall, within 21 days of
such change, submit to the company —
(a) a written notice containing —
(i) the details of the change; and
(ii) the date on which the change has
occurred; and
(b) a new declaration, under subsection (1B),
containing the updated information as
specified in the said subsection.
(1E) Every company shall keep the declarations and
written notices submitted to it in pursuance of
subsection (1B), (1C) or subsection (1D), at its
registered office in Seychelles for at least 7 years,
from the date on which the said person has
ceased to be a nominee member of the
company.”;
(d) in subsection (5), by repealing the words and figures
“subsection (1) or (2)” and therefor substituting the
words, figures and letter “subsection (1), (1E), (2), (8) or
(9)”;
(e) in subsection (6), by repealing the words and figures
“subsection (1) or (2)” and therefor substituting the
words, figures and letter “subsection (1), (1E), (2), (8) or
(9)”;
(f) by inserting after subsection (6), the following new
subsections —
“(7) A nominee member that contravenes the
provisions of subsections (1B), (1C) or subsection
(1D) commits an offence and is liable on
conviction to imprisonment for a term not
exceeding 1 year, if an individual, or to a fine not
exceeding US$10,000 or to both.
(8) Where a nominee member fails to comply with
subsections (1B), (1C) or subsection (1D), the
company shall take action, after giving the
nominee member an opportunity of being heard
and furnishing to the nominee member, in writing,
the decision of the company, including but not
limited to —
(a) placing of such restrictions as it thinks fit on
the rights attached to the nominee member’s
interest in the company, including —
(i) any right to transfer or assign shares or
other interest;
(ii) any voting rights;
(iii) any right to acquire further shares in
addition to shares already held;
(iv) any right to payment due in respect of
the member’s interest; or
(b) the cancellation of the interest of the member
in the company.
(9) Any action taken under subsection (8) shall be
appropriate and dissuasive so as to compel the
compliance, and a record of the actions taken in
that regard shall be maintained.
(10) A nominee member that without reasonable
excuse submits a declaration or written notice
under this section, which is false, deceptive or
misleading commits an offence and is liable on
conviction to a fine not exceeding US$10,000.”.
(a) in subsection (1) —
(i) in paragraph (e), by repealing the word “and”;
(ii) by inserting after paragraph (e), the following
paragraph —
“(ea) the nominee status of any member; and”
(b) in subsection (1A) —
(i) in the chapeau, by repealing the words, figure and
letter “subsection (1)(f)” and therefor substituting
the words “this section”;
(ii) in paragraph (c) —
(A) in sub-paragraph (i), by repealing the words
“and nationality” and therefor substituting
the words “, nationality and national identity
number or equivalent (if any)”;
(B) in sub-paragraph (ii), by repealing the words
“and the place of incorporation or
registration” and therefor substituting the
words “, place of incorporation or
registration and incorporation or registration
number”;
(c) by inserting after subsection (1A) the following
subsections —
“(1B) Every person acting as a nominee member shall,
within 21 days of appointment, submit a
declaration of its status as a nominee to the
company in which it is holding legal title over
shares or other membership interests, containing
the following particulars —
(a) a statement confirming the nominee status;
(b) the identity information of the nominator as
specified under paragraph (c) of subsection
(1A) and the identity information of the
nominee member as specified under
subsection (1); and
(c) such other information as may be required
by the Registrar.
(1C) A nominee member which ceases to be a nominee
member in the company in which it holds legal
title over shares or other membership interests
shall, within 21 days of the change, inform the
company of such change of status and the date it
occurred, by a written notice.
(1D) Where a change occurs in the details of the
nominator, the nominee shall, within 21 days of
such change, submit to the company —
(a) a written notice containing —
(i) the details of the change; and
(ii) the date on which the change has
occurred; and
(b) a new declaration, under subsection (1B),
containing the updated information as
specified in the said subsection.
(1E) Every company shall keep the declarations and
written notices submitted to it in pursuance of
subsection (1B), (1C) or subsection (1D), at its
registered office in Seychelles for at least 7 years,
from the date on which the said person has
ceased to be a nominee member of the
company.”;
(d) in subsection (5), by repealing the words and figures
“subsection (1) or (2)” and therefor substituting the
words, figures and letter “subsection (1), (1E), (2), (8) or
(9)”;
(e) in subsection (6), by repealing the words and figures
“subsection (1) or (2)” and therefor substituting the
words, figures and letter “subsection (1), (1E), (2), (8) or
(9)”;
(f) by inserting after subsection (6), the following new
subsections —
“(7) A nominee member that contravenes the
provisions of subsections (1B), (1C) or subsection
(1D) commits an offence and is liable on
conviction to imprisonment for a term not
exceeding 1 year, if an individual, or to a fine not
exceeding US$10,000 or to both.
(8) Where a nominee member fails to comply with
subsections (1B), (1C) or subsection (1D), the
company shall take action, after giving the
nominee member an opportunity of being heard
and furnishing to the nominee member, in writing,
the decision of the company, including but not
limited to —
(a) placing of such restrictions as it thinks fit on
the rights attached to the nominee member’s
interest in the company, including —
(i) any right to transfer or assign shares or
other interest;
(ii) any voting rights;
(iii) any right to acquire further shares in
addition to shares already held;
(iv) any right to payment due in respect of
the member’s interest; or
(b) the cancellation of the interest of the member
in the company.
(9) Any action taken under subsection (8) shall be
appropriate and dissuasive so as to compel the
compliance, and a record of the actions taken in
that regard shall be maintained.
(10) A nominee member that without reasonable
excuse submits a declaration or written notice
under this section, which is false, deceptive or
misleading commits an offence and is liable on
conviction to a fine not exceeding US$10,000.”.
