All sections · Part XII: Continuation
217 在塞舌尔境外继续开展工作
This section has been amended. The text above is the 2016 wording; the amending provisions follow.
(1) 在遵守第(2)款和其公司章程或条款的前提下，注册处将根据本法对其颁发良好声誉证书的公司，可通过董事决议或普通决议，继续作为根据塞舌尔以外司法管辖区的法律成立的公司，以这些法律规定的方式运作。
(2) 继续作为外国公司的公司不应停止成为根据本法成立的公司，除非--。
(a) 它已经支付了所有费用和根据本法应支付的任何罚款或罚金。
(b) 外国司法管辖区的法律允许这种延续，而且本公司已遵守了这些法律。
(c) 在适用的情况下，第(3)款所提及的声明
已提交给书记官长。
(d) 第(4)款规定的通知和证明
已经提交给书记官长；以及
(e) 处长已按照第(5)段的规定签发了公司业务停止的证书。
(3) 如果希望继续作为外国公司的公司根据第1条就公司的财产登记了抵押。
181，它应提交一份由其大多数董事写给登记处的书面声明，说明--。
(a) 已根据第183条提交并登记了有关抵押的清偿或解除通知。
(b) 如果(a)段未得到遵守，与登记债务有关的有担保当事人已被书面通知打算将该公司作为外国公司继续经营，并且该有担保当事人已同意或不反对继续经营；或
(c) 如果(a)段没有得到遵守，而且有担保的一方在根据(b)段发出通知后没有同意或明确表示不反对继续执行，有担保的一方以登记的债务为担保的利益不应由于继续执行而受到任何削弱或损害，而且该债务应被视为第218(a)条意义上的责任。
(4) 作为外国公司继续存在的公司应向书记官长提交--。
(a) 以批准的形式发出的公司存续通知；和
(b) 为确定是否符合第(2)(b)段的规定，应提交一份致书记官长的书面证明(或经公司注册代理人(d)证明的摘要)，由以下人员签发
(i) 公司大多数董事；或
(i) 一名在塞舌尔以外的司法管辖区被承认并具有资格的律师，该律师应证明该外国司法管辖区的法律允许这种延续，并且本公司已遵守这些法律。
(5) 如果书记官长确信本法关于公司根据外国法律继续存在的要求得到满足，书记官长应------。
(a) 以核准的格式签发该企业活动停止的证书。
(b) 将该公司的名称从国际贸易中心的登记册中删除，从解散证书的日期起生效；以及
(c) 在《官方公报》上公布取消公司注册的消息。
(6) Eine nach Absatz (5) ausgestellte Unterlassungsbescheinigung ist ein glaubhafter Beweis dafür, dass –
(a) 本法关于公司根据外国司法管辖区的法律继续存在的所有要求得到满足；以及
(b) 该企业已在解散证书中规定的日期被放弃了。
(7) 第(3)款所载或根据该款所做的任何事情都不妨碍有担保的一方对公司提出法律诉讼。
(2) 继续作为外国公司的公司不应停止成为根据本法成立的公司，除非--。
(a) 它已经支付了所有费用和根据本法应支付的任何罚款或罚金。
(b) 外国司法管辖区的法律允许这种延续，而且本公司已遵守了这些法律。
(c) 在适用的情况下，第(3)款所提及的声明
已提交给书记官长。
(d) 第(4)款规定的通知和证明
已经提交给书记官长；以及
(e) 处长已按照第(5)段的规定签发了公司业务停止的证书。
(3) 如果希望继续作为外国公司的公司根据第1条就公司的财产登记了抵押。
181，它应提交一份由其大多数董事写给登记处的书面声明，说明--。
(a) 已根据第183条提交并登记了有关抵押的清偿或解除通知。
(b) 如果(a)段未得到遵守，与登记债务有关的有担保当事人已被书面通知打算将该公司作为外国公司继续经营，并且该有担保当事人已同意或不反对继续经营；或
(c) 如果(a)段没有得到遵守，而且有担保的一方在根据(b)段发出通知后没有同意或明确表示不反对继续执行，有担保的一方以登记的债务为担保的利益不应由于继续执行而受到任何削弱或损害，而且该债务应被视为第218(a)条意义上的责任。
(4) 作为外国公司继续存在的公司应向书记官长提交--。
(a) 以批准的形式发出的公司存续通知；和
(b) 为确定是否符合第(2)(b)段的规定，应提交一份致书记官长的书面证明(或经公司注册代理人(d)证明的摘要)，由以下人员签发
(i) 公司大多数董事；或
(i) 一名在塞舌尔以外的司法管辖区被承认并具有资格的律师，该律师应证明该外国司法管辖区的法律允许这种延续，并且本公司已遵守这些法律。
(5) 如果书记官长确信本法关于公司根据外国法律继续存在的要求得到满足，书记官长应------。
(a) 以核准的格式签发该企业活动停止的证书。
(b) 将该公司的名称从国际贸易中心的登记册中删除，从解散证书的日期起生效；以及
(c) 在《官方公报》上公布取消公司注册的消息。
(6) Eine nach Absatz (5) ausgestellte Unterlassungsbescheinigung ist ein glaubhafter Beweis dafür, dass –
(a) 本法关于公司根据外国司法管辖区的法律继续存在的所有要求得到满足；以及
(b) 该企业已在解散证书中规定的日期被放弃了。
(7) 第(3)款所载或根据该款所做的任何事情都不妨碍有担保的一方对公司提出法律诉讼。
Translation for information only. Only the English original is legally binding.
Original wording (English, legally binding): Continuation outside Seychelles
(1) Subject to subsection (2) and to its memorandum or articles, a company
for which the Registrar would issue a certificate of good standing under
this Act may, by a resolution of directors or by ordinary resolution,
continue as a company incorporated under the laws of a jurisdiction
outside Seychelles in the manner provided under those laws.
(2) A company that continues as a foreign company does not cease to be a
company incorporated under this Act unless —
(a) it has paid all its fees and any penalty or fine required to be paid
under this Act;
(b) the laws of the foreign jurisdiction permit such continuation and
the company has complied with those laws;
(c) where applicable, the declaration under subsection (3) has been
filed with the Registrar;
(d) the required notice and certificate under subsection (4) has been
filed with the Registrar; and
(e) the Registrar has issued a certificate of discontinuance of the
company under subsection (5).
(3) Where a company that wishes to continue as a foreign company has a
charge registered in respect of the property of the company under section 181, it shall file a written declaration by a majority of its directors
addressed to the Registrar specifying that —
(a) a notice of satisfaction or release in respect of the charge has
been filed and registered under section 183;
(b) where paragraph (a) has not been met, the chargee to whom the
registered charge relates has been notified in writing of the
intention to continue the company as a foreign company and
the chargee has given its consent or has no objection to the
continuation; or
(c) where paragraph (a) has not been met and the chargee, after
notification under paragraph (b), has not given its consent or
expressed non-objection to the continuation, the chargee‘s
interest secured by the registered charge shall not be diminished
or in any way compromised by the continuation and the charge
shall operate as a liability to which section 218(a) applies.
(4) A company that continues as a foreign company shall file with the
Registrar —
(a) a notice of the company‘s continuation in the approved form; and
(b) for the purposes of establishing compliance with subsection
(2)(b), a written certificate (or extract thereof certified by the
company‘s registered agent) addressed to the Registrar by —
(i) a majority of the company‘s directors; or
(ii) a lawyer qualified and entitled to practice law in the
jurisdiction outside Seychelles in which the company is
to be continued,
certifying that the laws of the foreign jurisdiction permit such
continuation and that the company has complied with those laws.
(5) If the Registrar is satisfied that the requirements of this Act in respect of
the continuation of a company under the laws of a foreign jurisdiction
have been complied with, the Registrar shall —
(a) issue a certificate of discontinuance of the company in the
approved form;
(b) strike the name of the company off the Register of International
Business Companies with effect from the date of the certificate
of discontinuance; and
(c) publish the striking off of the company in the Gazette.
(6) A certificate of discontinuance issued under subsection (5) is prima facie
evidence that —
(a) all the requirements of this Act in respect of the continuation of
a company under the laws of a foreign jurisdiction have been
complied with; and
(b) the company was discontinued on the date specified in the
certificate of discontinuance.
(7) Nothing contained in or done pursuant to subsection (3) shall operate as
a bar to any legal action a chargee may be entitled to in law against the
company.
for which the Registrar would issue a certificate of good standing under
this Act may, by a resolution of directors or by ordinary resolution,
continue as a company incorporated under the laws of a jurisdiction
outside Seychelles in the manner provided under those laws.
(2) A company that continues as a foreign company does not cease to be a
company incorporated under this Act unless —
(a) it has paid all its fees and any penalty or fine required to be paid
under this Act;
(b) the laws of the foreign jurisdiction permit such continuation and
the company has complied with those laws;
(c) where applicable, the declaration under subsection (3) has been
filed with the Registrar;
(d) the required notice and certificate under subsection (4) has been
filed with the Registrar; and
(e) the Registrar has issued a certificate of discontinuance of the
company under subsection (5).
(3) Where a company that wishes to continue as a foreign company has a
charge registered in respect of the property of the company under section 181, it shall file a written declaration by a majority of its directors
addressed to the Registrar specifying that —
(a) a notice of satisfaction or release in respect of the charge has
been filed and registered under section 183;
(b) where paragraph (a) has not been met, the chargee to whom the
registered charge relates has been notified in writing of the
intention to continue the company as a foreign company and
the chargee has given its consent or has no objection to the
continuation; or
(c) where paragraph (a) has not been met and the chargee, after
notification under paragraph (b), has not given its consent or
expressed non-objection to the continuation, the chargee‘s
interest secured by the registered charge shall not be diminished
or in any way compromised by the continuation and the charge
shall operate as a liability to which section 218(a) applies.
(4) A company that continues as a foreign company shall file with the
Registrar —
(a) a notice of the company‘s continuation in the approved form; and
(b) for the purposes of establishing compliance with subsection
(2)(b), a written certificate (or extract thereof certified by the
company‘s registered agent) addressed to the Registrar by —
(i) a majority of the company‘s directors; or
(ii) a lawyer qualified and entitled to practice law in the
jurisdiction outside Seychelles in which the company is
to be continued,
certifying that the laws of the foreign jurisdiction permit such
continuation and that the company has complied with those laws.
(5) If the Registrar is satisfied that the requirements of this Act in respect of
the continuation of a company under the laws of a foreign jurisdiction
have been complied with, the Registrar shall —
(a) issue a certificate of discontinuance of the company in the
approved form;
(b) strike the name of the company off the Register of International
Business Companies with effect from the date of the certificate
of discontinuance; and
(c) publish the striking off of the company in the Gazette.
(6) A certificate of discontinuance issued under subsection (5) is prima facie
evidence that —
(a) all the requirements of this Act in respect of the continuation of
a company under the laws of a foreign jurisdiction have been
complied with; and
(b) the company was discontinued on the date specified in the
certificate of discontinuance.
(7) Nothing contained in or done pursuant to subsection (3) shall operate as
a bar to any legal action a chargee may be entitled to in law against the
company.
Amended since 2016
Act 32 of 2021 · 2021-08-02
41. Section 217 of the principal Act is amended —
(i) in subsection (2) —
(A) by repealing paragraph (c), and substituting therefor
the following paragraph —
“(c) the filings required under subsections (2A) and
(3) have been made to the Registrar's
satisfaction; and”;
(B) by repealing paragraph (d);
(ii) by inserting after subsection (2), the following subsections —
“(2A) A company that continues as a foreign company
shall file with the Registrar —
(a) a notice of the company's continuation
outside Seychelles in the approved form;
(b) a certified copy of the certificate of
continuation or equivalent document issued
in respect of the company by the
appropriate authority of the foreign
jurisdiction in which the company has been
continued;
(c) where applicable, the declaration under
subsection (3) ; and
(d) for the purposes of establishing compliance
with subsection (2)(b), a written certificate
or extract thereof certified by the company's
registered agent addressed to the Registrar
by a majority of the company's directors or a
lawyer qualified and entitled to practice law
in the jurisdiction outside Seychelles in
which the company is to be continued,
certifying that the laws of the foreign
jurisdiction permit such continuation and
that the company has complied with those
laws.
(2B) If a company has commenced an application
under this section to continue as a company outside
Seychelles and confirmation thereof is required by a foreign
registrar for the purposes of enabling the company to continue
as a foreign company, the Registrar may issue a letter
confirming that the company has commenced an application
to continue as a company outside Seychelles, provided that
such letter shall also state that the company's discontinuance
in Seychelles will only be completed on filing with the
Registrar the documents required under subsections (2) (2A)
and (3), including a certified copy of the certificate of
continuation or equivalent document issued in respect of the
company by the foreign registrar.”;
(iii) by repealing subsection (4).
(i) in subsection (2) —
(A) by repealing paragraph (c), and substituting therefor
the following paragraph —
“(c) the filings required under subsections (2A) and
(3) have been made to the Registrar's
satisfaction; and”;
(B) by repealing paragraph (d);
(ii) by inserting after subsection (2), the following subsections —
“(2A) A company that continues as a foreign company
shall file with the Registrar —
(a) a notice of the company's continuation
outside Seychelles in the approved form;
(b) a certified copy of the certificate of
continuation or equivalent document issued
in respect of the company by the
appropriate authority of the foreign
jurisdiction in which the company has been
continued;
(c) where applicable, the declaration under
subsection (3) ; and
(d) for the purposes of establishing compliance
with subsection (2)(b), a written certificate
or extract thereof certified by the company's
registered agent addressed to the Registrar
by a majority of the company's directors or a
lawyer qualified and entitled to practice law
in the jurisdiction outside Seychelles in
which the company is to be continued,
certifying that the laws of the foreign
jurisdiction permit such continuation and
that the company has complied with those
laws.
(2B) If a company has commenced an application
under this section to continue as a company outside
Seychelles and confirmation thereof is required by a foreign
registrar for the purposes of enabling the company to continue
as a foreign company, the Registrar may issue a letter
confirming that the company has commenced an application
to continue as a company outside Seychelles, provided that
such letter shall also state that the company's discontinuance
in Seychelles will only be completed on filing with the
Registrar the documents required under subsections (2) (2A)
and (3), including a certified copy of the certificate of
continuation or equivalent document issued in respect of the
company by the foreign registrar.”;
(iii) by repealing subsection (4).
