All sections · Part VI: Membership · Sub-Part II: Register of members
106 上市公司的成员登记册
This section has been amended. The text above is the 2016 wording; the amending provisions follow.
(1) 上市公司（根据《证券法》的含义）可以书面形式向书记官长申请在塞舌尔的注册办事处以外的地方保存其成员登记册。
(2) 处长可酌情批准或拒绝上市公司根据第(1)款提出的申请，或施加其认为适当的条件来批准该申请。
(3)如果上市公司根据第(1)款在核准的地点维持其成员登记册，它应--。
(a) 在未经注册处事先书面同意的情况下，不得改变其保存成员登记册的地点。
(b) 在书记官长根据第(1)款给予批准后的14天内，以书面形式通知其注册代理人其成员登记册所在的地址。
(c) 在其成员登记册所在地发生任何变化的14天内，以书面形式将变化后的地点通知其注册代理人；以及
(d) 除第(4)款外，在其注册办事处保存一份其成员登记册的副本，如果登记册发生变化，则在14天内向注册代理人提供一份更新的登记册副本。
(4)为代替遵守第(3)(d)段的要求，公司可在事先获得书记官长的书面同意后，按照书记官长认为适当的条款和条件，向其注册代理人提供电子或其他即时访问其成员登记册的机会。
(5) 如果上市公司同时发行或可能发行凭证式股份和非凭证式股份，它可以在事先得到书记官长的书面同意，并在书记官长认为合适的条件下，保持两份分登记册，共同构成公司的成员登记册。
(6) 违反本条规定的公司，可被处以500美元的罚款，并在违反行为持续的每一天或部分时间内被追加25美元的罚款。
(7) 董事如果明知故犯地允许本条规定的犯罪行为，可处以500美元的罚款，并就犯罪行为持续的每一天或部分时间加罚25美元。
(2) 处长可酌情批准或拒绝上市公司根据第(1)款提出的申请，或施加其认为适当的条件来批准该申请。
(3)如果上市公司根据第(1)款在核准的地点维持其成员登记册，它应--。
(a) 在未经注册处事先书面同意的情况下，不得改变其保存成员登记册的地点。
(b) 在书记官长根据第(1)款给予批准后的14天内，以书面形式通知其注册代理人其成员登记册所在的地址。
(c) 在其成员登记册所在地发生任何变化的14天内，以书面形式将变化后的地点通知其注册代理人；以及
(d) 除第(4)款外，在其注册办事处保存一份其成员登记册的副本，如果登记册发生变化，则在14天内向注册代理人提供一份更新的登记册副本。
(4)为代替遵守第(3)(d)段的要求，公司可在事先获得书记官长的书面同意后，按照书记官长认为适当的条款和条件，向其注册代理人提供电子或其他即时访问其成员登记册的机会。
(5) 如果上市公司同时发行或可能发行凭证式股份和非凭证式股份，它可以在事先得到书记官长的书面同意，并在书记官长认为合适的条件下，保持两份分登记册，共同构成公司的成员登记册。
(6) 违反本条规定的公司，可被处以500美元的罚款，并在违反行为持续的每一天或部分时间内被追加25美元的罚款。
(7) 董事如果明知故犯地允许本条规定的犯罪行为，可处以500美元的罚款，并就犯罪行为持续的每一天或部分时间加罚25美元。
Translation for information only. Only the English original is legally binding.
Original wording (English, legally binding): Register of members of listed companies
(1) A listed company (as defined in the Securities Act) may apply in writing
to the Registrar for approval to keep its register of members at a location
in Seychelles at a place other than its registered office.
(2) The Registrar may in its absolute discretion approve or decline an
application by a listed company under subsection (1) or impose such
conditions as it may think fit in relation to approving any such
application.
(3) Where a listed company keeps its register of members at an approved
location pursuant to subsection (1), it shall —
(a) not, without the Registrar‘s prior written approval, change the
location of where it keeps its register of members;
(b) within 14 days of an approval given by the Registrar under
subsection (1), notify in writing its registered agent of the
address of the location at which its register of members is kept;
(c) within 14 days of any change in the location at which its register
of members is kept, notify in writing its registered agent of the
changed location; and
(d) subject to subsection (4), keep a copy of its register of members
at its registered office and, where there is any change in the
register, provide the registered agent with an updated copy of
the register within 14 days.
(4) In lieu of complying with the requirement under subsection (3)(d), a
company may, with the prior written approval of the Registrar on such
conditions as the Registrar may think fit, give its registered agent
electronic or other instant access to its register of members.
(5) In the event that a listed company issues or may issue both certificated
and uncertificated shares, it may, with the prior written approval of the
Registrar on such conditions as the Registrar may think fit, keep two sub-
registers of members which shall together constitute the company‘s
register of members.
(6) A company that contravenes any requirement of this section shall be
liable to a penalty fee of US$500 and an additional penalty fee of US$25
for each day or part thereof during which the contravention continues.
(7) A director who knowingly permits a contravention under this section
shall be liable to a penalty fee of US$500 and an additional penalty fee
of US$25 for each day or part thereof during which the contravention
continues.
to the Registrar for approval to keep its register of members at a location
in Seychelles at a place other than its registered office.
(2) The Registrar may in its absolute discretion approve or decline an
application by a listed company under subsection (1) or impose such
conditions as it may think fit in relation to approving any such
application.
(3) Where a listed company keeps its register of members at an approved
location pursuant to subsection (1), it shall —
(a) not, without the Registrar‘s prior written approval, change the
location of where it keeps its register of members;
(b) within 14 days of an approval given by the Registrar under
subsection (1), notify in writing its registered agent of the
address of the location at which its register of members is kept;
(c) within 14 days of any change in the location at which its register
of members is kept, notify in writing its registered agent of the
changed location; and
(d) subject to subsection (4), keep a copy of its register of members
at its registered office and, where there is any change in the
register, provide the registered agent with an updated copy of
the register within 14 days.
(4) In lieu of complying with the requirement under subsection (3)(d), a
company may, with the prior written approval of the Registrar on such
conditions as the Registrar may think fit, give its registered agent
electronic or other instant access to its register of members.
(5) In the event that a listed company issues or may issue both certificated
and uncertificated shares, it may, with the prior written approval of the
Registrar on such conditions as the Registrar may think fit, keep two sub-
registers of members which shall together constitute the company‘s
register of members.
(6) A company that contravenes any requirement of this section shall be
liable to a penalty fee of US$500 and an additional penalty fee of US$25
for each day or part thereof during which the contravention continues.
(7) A director who knowingly permits a contravention under this section
shall be liable to a penalty fee of US$500 and an additional penalty fee
of US$25 for each day or part thereof during which the contravention
continues.
Amended since 2016
Act 32 of 2021 · 2021-08-02
16. Section 106 of the principal Act is amended —
(i) 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”;
(ii) in subsection (7), 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 (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”;
(ii) in subsection (7), 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
6. Section 106 of the principal Act is amended by repealing
subsection (1) and substituting it with the following —
“(1) Where a listed company (as defined in the Securities
Act) wishes to keep its register of members at a location in
Seychelles other than its registered office, the company shall apply
in writing to the Registrar for approval.”
subsection (1) and substituting it with the following —
“(1) Where a listed company (as defined in the Securities
Act) wishes to keep its register of members at a location in
Seychelles other than its registered office, the company shall apply
in writing to the Registrar for approval.”
