All sections · Part VI: Membership · Sub-Part III: Members Meetings and Resolutions
114 召开大会
(1) 在符合公司章程的情况下，公司的成员会议可在会议召集人认为合适的时间和地点在塞舌尔境内或境外举行。
(2) 在符合公司章程的任何限制的情况下，以下任何人士可在任何时候召开公司的成员会议 -
(a) 公司的董事；或
(b) 备忘录或附则授权召开会议的人。
(3) 在不违反章程的任何规定的情况下，如果有权行使不少于百分之二十的表决权的成员以书面形式提出要求，公司的董事应召开公司的成员会议。
(4) 第(3)款规定的书面要求应说明会议的目的，应由提出要求的成员或其代表签署，并应交付给公司注册办事处或主要营业地点的董事，可由形式类似的若干文件组成，每份文件由一名或多名提出要求的成员或其代表签署。
(5) 在不违反章程或细则中修改本款所述时限的任何规定的情况下，如果董事未能在第(3)和(4)款规定的书面申请送达后21天内召开会议，而会议应在该日期后2个月内举行，但如此召开的会议不得在该日期后3个月内举行，则申请成员或代表所有成员总表决权一半以上的任何成员可自行召开会议。
(6) 根据本条由成员要求召开的会议，其召开方式应尽可能与董事召开会议的方式相同。
(7) 申请成员因董事未召集会议而产生的合理费用应由公司向申请成员偿还，偿还的金额应由公司从应由或将由公司支付给失职董事的费用或其他报酬中保留。
(2) 在符合公司章程的任何限制的情况下，以下任何人士可在任何时候召开公司的成员会议 -
(a) 公司的董事；或
(b) 备忘录或附则授权召开会议的人。
(3) 在不违反章程的任何规定的情况下，如果有权行使不少于百分之二十的表决权的成员以书面形式提出要求，公司的董事应召开公司的成员会议。
(4) 第(3)款规定的书面要求应说明会议的目的，应由提出要求的成员或其代表签署，并应交付给公司注册办事处或主要营业地点的董事，可由形式类似的若干文件组成，每份文件由一名或多名提出要求的成员或其代表签署。
(5) 在不违反章程或细则中修改本款所述时限的任何规定的情况下，如果董事未能在第(3)和(4)款规定的书面申请送达后21天内召开会议，而会议应在该日期后2个月内举行，但如此召开的会议不得在该日期后3个月内举行，则申请成员或代表所有成员总表决权一半以上的任何成员可自行召开会议。
(6) 根据本条由成员要求召开的会议，其召开方式应尽可能与董事召开会议的方式相同。
(7) 申请成员因董事未召集会议而产生的合理费用应由公司向申请成员偿还，偿还的金额应由公司从应由或将由公司支付给失职董事的费用或其他报酬中保留。
Translation for information only. Only the English original is legally binding.
Original wording (English, legally binding): Convening of members meetings
(1) Subject to a company‘s memorandum and articles, a meeting of the
members of the company may be held at such time and in such place,
within or outside Seychelles, as the convener of the meeting considers
appropriate.
(2) Subject to any limitations in a company‘s memorandum and articles, any
of the following persons may convene a meeting of the members of the
company at any time —
(a) the directors of the company; or
(b) such person or persons as may be authorised by the
memorandum or articles to call the meeting.
(3) Subject to a provision in the memorandum or articles for a lesser
percentage, the directors of a company shall call a meeting of the
members of the company if requested in writing to do so by members
entitled to exercise at least twenty per cent of the voting rights in respect
of the matter for which the meeting is requested.
(4) A written request under subsection (3) shall state the objects of the
meeting, and shall be signed by or on behalf of the requesting members
and given to the directors at the company‘s registered office or principal
place of business, and may consist of several documents in similar form
each signed by or on behalf of one or more requesting members.
(5) Subject to a provision in the memorandum or articles changing any time
period referred to in this subsection, if the directors do not, within 21 days
from the date of the service of the written request under subsections (3)
and (4), call a meeting to be held within 2 months of that date, the
requesting members, or any of them representing more than one half of
the total voting rights of all of them, may themselves call a meeting, but
a meeting so called shall not be held after 3 months from that date.
(6) A meeting called under this section by requesting members shall be
called in the same manner, as nearly as possible, as that in which meetings
are to be called by directors.
(7) Reasonable expenses incurred by the requesting members by reason of
the failure of the directors to call a meeting shall be repaid to the
requesting members by the company, and sums so repaid shall be retained
by the company out of sums due or to become due from the company by
way of fees or other remunerations in respect of their services to the
directors who were in default.
members of the company may be held at such time and in such place,
within or outside Seychelles, as the convener of the meeting considers
appropriate.
(2) Subject to any limitations in a company‘s memorandum and articles, any
of the following persons may convene a meeting of the members of the
company at any time —
(a) the directors of the company; or
(b) such person or persons as may be authorised by the
memorandum or articles to call the meeting.
(3) Subject to a provision in the memorandum or articles for a lesser
percentage, the directors of a company shall call a meeting of the
members of the company if requested in writing to do so by members
entitled to exercise at least twenty per cent of the voting rights in respect
of the matter for which the meeting is requested.
(4) A written request under subsection (3) shall state the objects of the
meeting, and shall be signed by or on behalf of the requesting members
and given to the directors at the company‘s registered office or principal
place of business, and may consist of several documents in similar form
each signed by or on behalf of one or more requesting members.
(5) Subject to a provision in the memorandum or articles changing any time
period referred to in this subsection, if the directors do not, within 21 days
from the date of the service of the written request under subsections (3)
and (4), call a meeting to be held within 2 months of that date, the
requesting members, or any of them representing more than one half of
the total voting rights of all of them, may themselves call a meeting, but
a meeting so called shall not be held after 3 months from that date.
(6) A meeting called under this section by requesting members shall be
called in the same manner, as nearly as possible, as that in which meetings
are to be called by directors.
(7) Reasonable expenses incurred by the requesting members by reason of
the failure of the directors to call a meeting shall be repaid to the
requesting members by the company, and sums so repaid shall be retained
by the company out of sums due or to become due from the company by
way of fees or other remunerations in respect of their services to the
directors who were in default.
