INTERNATIONAL BUSINESS COMPANIES ACT, 1994****ARRANGEMENT OF SECTIONS

Section

PART IPRELIMINARY

Short title and commencement
Interpretation

PART IICONSTITUTION OF COMPANIES

3 Incorporation

4 Restrictions on incorporation

5 Requirements of International Business Company

6 Effect of failure to satisfy requirements of section 5

7 Personal liability

8 Business objects or purposes

9 Powers

10 Validity of acts of company

11 Name of company

12 Memorandum

13 Articles

14 Registrar and incorporation of companies

15 Certificate of incorporation

16 Certificate to be evidence of compliance

17 Amendment of Memorandum or Articles

18 Copies of Memorandum and Articles to members

PART IIICAPITAL AND DIVIDENDS

19 Consideration for shares

20 Amount of consideration

21 Fractional share

22 Capital and surplus accounts

23 Dividends of shares

24 Increase or reduction of authorised capital

25 Division and combination

26 Nature of share

27 Share certificates

28 Share Register

29 Rectification of share Register

30 Transfer of registered shares

31 Transfer of bearer shares

32 Seizure

33 Acquisition of shares

34 Treasury shares disabled in respect of voting and dividends

35 Increase or reduction of capital

36 Dividends

37 Appreciation of assets

PART IVREGISTERED OFFICE AND AGENT

38 Registered office

39 Registered agent

40 Penalty for contravening section 38 and 39

PART VDIRECTORS, OFFICERS, AGENTS AND LIQUIDATORS

41 Management by directors

42 Election and removal of directors

43 Number of directors

44 Powers of directors

45 Emoluments of directors

46 Committee of directors

47 Meeting of directors

48 Notice of meetings of directors

49 Quorum for meetings of directors

50 Consents

51 Alternate

52 Officers

53 Standard of care

54 Reliance on records and reports

55 Conflict of interest

56 Indemnities

57 Insurance

PART VIPROTECTION OF MEMBERS AND CREDITORS

58 Meetings of members

59 Notice of meetings of members

60 Quorum for meetings of members

61 Voting by members

62 Consents of members

63 Service of notice on members

64 Service of process etc on company

65 Books and records

66 Inspection of books and records

67 Contracts

68 Promotor’s contracts

69 Notes and bills of exchange

70 Power of Attorney

71 Authentication and attestation of documents

72 Personal liability

PART VIIMERGER, CONSOLIDATION, SALEOF ASSETS,

FORCED REDEMPTIONS, ARRANGEMENTS AND

DISSENTERS

73 Interpretation

74 Merger and consolidation

75 Merger with subsidiary

76 Effect of merger or consolidation

77 Merger or consolidation with foreign company

78 Disposition of assets

79 Redemption of minority shares

80 Arrangements

81 Rights of dissenters

PART VIIICONTINUATION

82 Continuation

83 Provisional registration

84 Certificate of continuation

85 Effect of continuation

86 Continuation outside Seychelles

PART IXWINDING UP, DISSOLUTION AND STRIKING OFF

87 Winding-up by resolution of directors

88 Voluntary winding-up and dissolution

89 Powers of directors in winding-up and dissolution

90 Duties of liquidators

91 Powers of liquidators

92 Plans of dissolution and articles of dissolution

93 Rescinding articles of association

94 Winding-up and dissolution of company unable to pay its claims etc.

95 Winding-up and dissolution by the court

96 Receivers and managers

97 Striking-off

98 Restoration to Register

99 Effect of striking-off

100 Appointment of official liquidator

101 Dissolution of company struck off

PART XFEES AND PENALTIES

102 Registration and other specified fees

103 Licence fees

104 Penalties payable to Registrar

105 Recovery of penalty

106 Companies struck off liable for fees etc.

107 Fees etc. to be paid into Consolidated Fund

108 Prior payment of fees

PART XIEXEMPTIONS

109 Exemption

PART XIIMISCELLANEOUS

110 Regularised Rules of Court

111 Form of Certificate

112 Certificate of good standing

113 Inspection of documents

114 Jurisdiction

115 Declaration by court

SCHEDULE

PART I

REGISTRATION AND OTHER SPECIFIED FEES

PART II

ANNUAL LICENCE FEE

INTERNATIONAL BUSINESS COMPANIES ACT, 1994

An Act to provide for the Incorporation, Registration and

Operation of International Business Companies

Enacted by the President and the National
Assembly —

PART IPRELIMINARY

1. This Act may be
cited as the International Business Companies Act, 1994, and shall come into
operation on such date as the Minister may appoint by notice published in the
Gazette.

2. (1) In
this Act —

«Articles» means the Articles of Association of a
company incorporated under this Act;

«authorised capital», in relation to a company,
means the sum of the aggregate par value of all shares which the company is authorised
by its Memorandum to issue plus the amount, if any, stated in its Memorandum as
authorised capital to be represented by shares without par value which the
company is authorised by its Memorandum to issue;

«Capital», in relation to a company, means the sum
of the aggregate par value of all the outstanding shares with par value of a
company and shares with par value held by the company as treasury shares plus —

(a) the
aggregate of the amounts designated as capital of all outstanding shares
without par value of the company and shares without par value held by the
company as treasury shares, and

(b) the
amounts as are from time to time transferred from surplus to capital by a
resolution of the directors;

«Companies Act» means the Companies
Act, 1972 of Seychellesor any other similar law which replaces the Companies Act, 1972;

«continued» means the continued in accordance with
Part VIII;

«court» means the Supreme Court;

«member» means a person who holds shares in a
company;

«Memorandum» means the Memorandum of Association of
a company incorporated under this Act;

«Register» means the Register of International
Business Companies maintained by the Registrar in accordance with section
14(2);

«Registrar» means the Registrar of International
Business Companies appointed under section 14;

«securities» includes shares and debt obligations
of every kind, and options, warrants and rights to acquire shares or debt
obligations;

«surplus», in relation to a company, means the
excess, if any, at the time of the determination, of total assets of the
company over the sum of its total liabilities, as shown in the books of account
plus its issued and outstanding share capital;

«treasury shares» means shares of a company that
were otherwise acquired by the company and not cancelled.

(2) A
company that is incorporated under the laws of a jurisdiction outside
Seychelles shall be a company incorporated under this Act if it is continued as
a company incorporated under this Act and references to a «company
incorporated under this Act» shall be construed accordingly.

(3) Unless
otherwise defined in the Articles «resolution of directors» means —

(a) a
resolution approved at a duly constituted meeting of directors or of a
committee of directors of a company, by affirmative vote of a simple majority
or such larger majority as may be specified in the Articles, of the directors
present at the meeting who voted and did not abstain; or

(b) a
resolution consented to in writing by an absolute majority, or such larger
majority as may be specified in the Articles, of all the directors or of all
the members of the committee, as the case may be, but, where a director is
given more than one vote in any circumstances, he shall in the circumstances be
counted for the purposes of establishing majorities by the number of votes he
casts.

(4) Unless
otherwise defined in the Articles «resolution of members» means —

(a) a
resolution approved at a duly constituted meeting of the members of a company
by the affirmative vote of —

(i) a
simple majority, or such larger majority
as may be specified in the Articles, of the votes of the shareholders present
at the meeting and entitled to vote thereon and who voted and did not abstain;
or

(ii) a
simple majority, or such larger majority as may be specified in the Articles of
the votes of the shareholders of each class or series of shares present at the
meeting and entitled to vote thereon as a class or series and who voted and did
not abstain and of a simple majority or such larger majority as may be
specified in the Articles, of the votes of the remaining shareholders entitled
to vote thereon present at the meeting and who voted and did not abstain; or

(b) a
resolution consented to in writing by —

(i) a
simple majority or such larger majority as may be specified in the Articles, of
the shareholders entitled to vote thereon, or

(ii) a
simple majority, or such larger majority as may be specified in the Articles,
of the votes of the shareholders entitled to vote thereon as a class or series
and of an absolute majority, or such larger majority as may be specified in the
Articles, of the votes of the holders of the remaining shares entitled to vote
thereon.

(5) The
symbol $ denotes dollars in the currency of the United States of America.

PART IICONSTITUTION OF COMPANIES

3. Subject to the
requirements of this Act, one or more persons may, by subscribing to a
Memorandum incorporate a company under this Act.

4. A company shall not be incorporated under this Act unless
immediately upon its incorporation the company is an International Business
Company.

5. (1) For
the purposes of this Act, an International Business Company is a company that
does not —

(a) carry
on business in Seychelles;

(b) own
an interest in immovable property situate in Seychelles,
or a lease of immovable property situate in Seychelles otherwise than as
referred to in subsection (2)(e);

(d) carry
on business as an insurance or a reinsurance company; or

(e) carry
on the business of providing the registered office for companies.

(2) For
the purposes of subsection (1)(a), an International Business Company shall not
be treated as carrying on business in Seychelles by reason only that —

(a) it
makes or maintains deposits with a person carrying on business within Seychelles;

(b) it
makes or maintains professional contact with counsel and attorneys,
accountants, bookkeepers, trust companies, management companies, investment
advisers or other similar persons carrying on business within Seychelles;

(d) it
holds, within Seychelles,
meetings of its directors or members;

(e) it
holds a lease of property for use as an office from which to communicate with
members or where books and records of the company are prepared or maintained;

(f) it
holds shares, debt obligations or other securities in a company incorprated
under this Act or under the Companies Act;

(g) it
holds bonds, treasury bills and other securities issued by the Government of
Seychelles or the Central Bank of Seychelles;

(h) shares,
debt obligations or other securities in the company are owned by any person
resident in Seychelles or by any company incorporated under this Act or under
the Companies Act; or

(i) it
owns or manages a vessel registered in the Republic under the Merchant Shipping
Act, or an aircraft, so registered under the Civil Aviation Act, 1949 (OverseasTerritories) Order 1969.

6. (1) Without prejudice to section 97, if a company
is incorporated under this Act without having satisfied the requirements
prescribed for an International Business Company by section 5, the company
shall, or if having satisfied the requirements it subsequently ceases to
satisfy those requirements for a continuous period of more than 30 days, upon
the expiration of that period, notify the Registrar of that fact.

(2) A
company that contravenes subsection (1) shall be liable to a penalty of $100
for each day or part thereof during which the contravention continues.

(3) A director who knowingly
permits the contravention of subsection (1) shall be liable to a penalty of
$100 for each day or part thereof during which the contravention continues.

7. A member, director,
officer, agent or liquidator of a company incorporated under this Act shall not
be liable for any debt, obligation or default of the company unless it is
proved that he did not act in good faith or unless it is specifically provided
in this Act or in any other law for the time being in force in Seychelles and
except in so far as he may be liable for his own conduct or acts.

8. A company may be
incorporated under this Act for any object or purpose not prohibited by this Act or by any other law for the time
being in force in Seychelles.

9. (1)Subject to any limitations in its Memorandum
or Articles, this Act or any other law for the time being in force in
Seychelles, a company incorporated under this Act has the power, irrespective
of corporate benefit, to perform all acts and engage in all activities necessary
or conducive to the conduct, promotion or attainment of the objects or purposes
of the company, including the power to do the following —

(a) issue
registered shares or shares issued to bearer or both;

(b) issue
the following —

(i) voting
shares;

(ii) non-voting
shares;

(iii) shares
that may have more or less than one vote per share;

(iv) shares
that may be voted only on certain matters or only upon the occurrence of
certain events;

(v) shares
that may be voted only when held by persons who meet specified requirements;

(vi) no par
value shares;

(vii) unnumbered
shares;

(d) issue
shares that entitle participation only in certain assets;

(e) issue
options, warrants or rights, or instruments of a similar nature, to acquire any
securities of the company;

(f) issue
securities that, at the option of the holder thereof or of the company or upon
the happening of a specified event, are convertible into, or exchangeable for,
other securities in the company or any property then owned or to be owned by
the company;

(g) purchase,
redeem or otherwise acquire and hold its own shares;

(h) guarantee
a liability or obligation of any person and to secure any of its obligations by
mortgage, pledge or other charge, of any of its assets for that purpose; and

(i) protect
the assets of the company for the benefit of the company, its creditors and its
members, and at the discretion of the directors, for any person having a direct
or indirect interest in the company.

(2) For
the purpose of subsection (1)(i), notwithstanding any other provision of this
Act or of any other law for the time being in force in Seychelles to the
contrary save the law as to fraudulent preference and the law as to
dispositions made with intent to defraud creditors, the directors may cause the
company to transfer any of its assets in trust to one or more trustees and,
with respect to such transfer, the
directors may provide that the company, its creditors, its members or any
person having a direct or indirect interest in the company, or any of them, may
be the beneficiaries, creditors, members, certificate holders, partners or
holders of any other similar interest.

10. (1) An act of a company incorporated under this
Act and a transfer of movable or immovable property by or to a company so
incorporated is not invalid by reason only of the fact that the company was
without capacity or power to perform the act or to transfer or receive the
property, but the lack of capacity or power may be pleaded in the following
cases —

(a) in
proceedings by a member against the company to prohibit the performance of any
act or the transfer of immovable or movable property by or to the company; or

(b) in
proceedings by the company, whether acting directly or through a receiver,
trustee or other legal representative or through members in a derivative
action, against the incumbent or former directors of the company for loss or
damage due to their unauthorised act.

(2) For
the purposes of subsection (1)(a), the court may set aside and prohibit the
performance of a contract if —

(a) the
unauthorised act or transfer sought to be set aside or prohibited is being, or
is to be, performed or made under any contract to which the company is a party;

(b) all
the parties to the contract are parties to the proceedings; and

(c) it
appears fair and reasonable in the circumstances to set aside or prohibit the
performance of the contract, and in so doing the court may, in applying this
subsection, award to the company or to the other parties such compensation as
may be reasonable except that in determining the amount of compensation the
court shall not take into account anticipated profits to be derived from the
performance of the contract.

11. (1)Any word or combination of words set out in
the first column of Part III of the Schedule, or the abbreviation of that word
or combination of words set out in the secon column of the Part, shall form
part of the name of every company incorporated under this Act, provided that a
company incorportedunder the laws of a jurisdiction outside Seychelles and
continued as a company incorporated under this Act may use the name designated
in the articles of continuation.

(2)Subject to subsection (1), the name of a company may be expressed in
any language but where the name is not in a national language a translation and
transliteration of the name in English or French shall be given.

(3)No company shall be incorporated under this Act under a name that —

(a) is identical with that of
a statutory corporation or that under which a company in existence is already
incorporated under this Act or registered under the Companies Act or so nearly
resembles the name of another company as to be calculated to deceive, except
where the company in existence gives its
consent;

(b) contains the words «Assurance», «Bank»,
«Building Society», «Chamber of Commerce», «Chartered,
«Cooperative», «Imperial». «Insurance»,
«Municipal», «Trust», «Foundation», or a word
conveying a similar meaning, or any other word that, in the opinion of the
Registrar, suggests or is calculated to suggest the patronage of or any
connection with Seychelles or the Government of Seychelles or with any other
country or the Government of that country:Provided however that the Registrar
may permit the incorporation of a company under a name that includes the word
“Seychelles” if the Registrar thinks fit to do so;”,

(4) A company may amend its Memorandum to change its name.

(5) Where a company is incorporated under a name that-

(a) is identical with a name under which a company in existence was
incorporated under this Act or registered under the Companies Act; or

(b) so nearly resembles the name of another company in existence which
was incorporated under this Act or registered under the Companies Act as to be
calculated to deceive or confuse,

the Registrar may, whether or not the consent of the company in existence
has been obtained pursuant to subsection (3)(a), give notice to the last
registered company to change its name and if it fails to do so within 60 days
from the date of the notice the Registrar shall direct the company to change
its name to such name as the Registrar deems appropriate, and the Registrar
shall publish a notice of the change in the Gazette.

(6) Subject to subsections (3) and
(5), where a company changes its name, the Registrar shall enter the new name
on the Register in place of the former name, and shall issue a new certificate
of incorporation indicating the change of name.

(7) A change of name does not
affect any rights or obligations of a company, or render defective any legal
proceedings by or against a company, and all legal proceedings that have been
commenced against a company by its former name may be continued against it in
its new name.

(8) Subject to subsection (3), the
Registrar may, upon a request made by any person and payment of the prescribed
fee, reserve for 90 days a name for future adoption by a company under this
Act.

12.(1) The Memorandum shall include the following
particulars-

(a) the
name of the company;

(b) the
address within Seychellesof the registered office of the company;

(d) subject
to subsection (2), the objects or purposes for which the company is to be
incorporated;

(e) the
currency in which shares in the company shall be issued;

(f) a
statement of the authorised capital of the company setting forth the aggregate
of the par value of the shares that the company is authorised to issue and the
amount, if any, to be represented by shares without par value that the company
is authorised to issue;

(g) a
statement of the number of classes and series of shares, the number of shares
of each such class and series and the par value of shares with par value and
that the shares may be without par value if this is the case;

(h) a
statement of the designations, powers, preferences and rights, and the
qualifications, limitations or restrictions of each class and series of shares
that the company is authorised to issue, unless the directors are to be
authorised to fix any such designations, powers, preferences, rights,
qualifications, and in that case, an express grant of such authority as may be
desired to grant to the directors to fix by resolution any such designations,
powers, preferences, rights, qualifications, limitations and restrictions that
have not been fixed by the Memorandum;

(i) a
statement of the number of shares to be issued as registered shares and as
shares issued to bearer, unless the
directors are authorised to determine at their discretion whether shares are to
be issued as registered shares or to bearer and in that case an express grant
of such authority as may be desired shall be given to empower the directors to
issue shares as registered shares or to bearer as they may determine by resolution of the directors;

(j) whether registered shares may be exchanged for shares issued to bearer
and whether shares issued to bearer may be exchanged for registered shares; and

(k) if
shares issued to bearer are authorised to be issued, the manner in which a
required notice to members is to be given to the holders of shares issued to
bearer.

(l) in
the case of a limited life or duration company, the period, which shall not
exceed 50 years, of the duration of the life of the company.

(m) a
statement that the company shall not
carry on any banking, insurance, reinsurance or trust business.

(2) For the purposes of subsection (1)(d), if the
Memorandum contains a statement either alone or with other objects or purposes
that the object or purpose of the company is to engage in any act or activity
that is not prohibited under any law for the time being in force in Seychelles,
the effect of that statement is to make all acts and activities, that are not
illegal, part of the objects or purposes of the company, subject to any
limitations in the Memorandum.

(3) The Memorandum shall be subscribed to by one or more persons in the
presence of another person who shall write his full name and address and
sign as a witness.

(4) The Memorandum, when registered, binds the company and its members
from time to time to the same extent as if each member had subscribed his name
and affixed his seal thereto and as if there were contained in the Memorandum, on the part of himself, his heirs,
executors and administrators, a covenant to observe the provisions of the
Memorandum, subject to this Act.

(5) The Memorandum may be written in the English or French language or if
written in a language other than English or French shall be accompanied by
a translation in the English or French language certified by the registered agent of the company of the
Memorandum.

13. (1) The Articles, if not
submitted for registration with the Memorandum shall be submitted within 30
days following the date of incorporation.

(2)The Articles shall be subscribed to by each subscriber of the
Memorandum in the presence of another person who shall write his full name
and address and sign as a witness.

(3) The Articles, when registered, bind the company and its members from
time to time to the same extent as if each member had subscribed his name and
affixed his seal thereto and as if there were contained in the Articles, on the
part of himself, his heirs, executors and administrators, a covenant to observe
the provisions of the Articles, subject to this Act.

(4) The Articles may be written in the English or French language or if written in a language other
than in English or French shall be accompanied by a translation in the English or French language
certified by the registered agent of the company of the Articles.

14.(1) For the purposes of
this Act the Minister shall appoint a Registrar of International Business
Companies.

(2) The Memorandum and Articles
shall, on application made to the
Registrar, be registered by the Registrar in a register to be maintained by him
and to be known as the Register of International Business Companies.

(3) Upon registration of the Memorandum, the Registrar shall issue a
certificate of incorporation under his hand certifying that the company is
incorporated.

(4) The Minister may appoint a
diplomatic or consular officer of Seychelles or any other person or body in a
country or jurisdiction outside Seychelles to perform in that country or
jurisdiction such of the functions of the Registrar as may be delegated to the
officer, person or body by the Minister and, subject to subsection (6) any act or thing done by or before the diplomatic
or consular officer or the other person or body appointed by the Minister shall
be valid and effectual as if done by or before the Registrar.

(5) The Minister may establish a branch office in a country or
jurisdiction referred to in subsection (4) for the performance by or before the
diplomatic or consular officer or the other person or body of the functions of
the Registrar delegated to the officer or other person or body under that
subsection.

(6) A diplomatic or consular
officer or other person or body shall before performing the functions delegated to the officer or other person or
body under subsection (4) consult the Registrar and act in accordance with
the instructions of the Registrar.

(7) A diplomatic or consular officer or other person or body shall,as
soon as practicable, forward to the Registrar copies of all applications made
to the officer or other person or body and certificates or other documents
issued by the officer or other person or body, a record of all fees and any
penalty collected by the officer or other person or body under this Act and
those fees and the penalty.

(8) Any act done or certificate or document made or issued under this Act
by a diplomatic or consular officer or person or body referred to in subsection
(4) shall be deemed to be an act done or certificate or document made or issued
by the Registrar under this Act.

15. Where the Registrar issues a certificate of incorporation of
a company, the company is, from the date shown on the certificate of
incorporation, a body corporate under the name contained in the Memorandum
subject to any limitations imposed by the Memorandum and to the provisions of
this Act.

16. A certificate of incorporation of a company incorporated
under this Act issued by the Registrar shall be prima facie evidence of
compliance with all requirements of this Act in respect of incorporation.

17.(1) Subject to any
limitation in its Memorandum or Articles, a company incorporated under this Act
may amend its Memorandum or Articles by a resolution of members or, where permitted by its Memorandum or Articles or by this Act, by a
resolution of directors.

(2) A limited life company may by
resolution alter its Memorandum to extend the period of the duration of the
company to such period or periods not exceeding in aggregate 99 years from the
date of its incorporation.

(3) A company that amends its
Memorandum or Articles shall submit a copy of the amendment certified by a director or officer of the
company to the Registrar within 30 days after the resolution is approved or
consented and the Registrar shall retain
and register the copy of the amendment.

(4) An amendment to the Memorandum or Articles has effect from the time
the amendment is registered by the Registrar.

(5) A company that contravenes
subsection (3) shall be liable to a penalty of $50 for each day or part thereof
during which the contravention continues.

(6) A director who knowingly permits the contravention of subsection (3)
shall be liable to a penalty of $50 for each day or part thereof during which
the contravention continues.

18. A copy of the Memorandum and a copy of the Articles shall be
given to any member who requests a copy on payment by the member of such amount
as the directors may determine to be reasonably necessary to defray the costs
of preparing and furnishing them.

PART IIICAPITAL AND DIVIDENDS

19. Subject to any limitations in the Memorandum or Articles,
each share in a company incorporated under this Act shall be issued for money
or other valuable consideration.

20.(1) Subject to any
limitations in the Memorandum or Articles, shares in a company incorporated
under this Act may be issued for such amount as may be determined from time to
time by the directors, except that in the case of shares with par value the
amount shall not be less than the par value; and, in the absence of fraud, the
decision of the directors as to the value of the consideration received by the
company in respect of the issue is conclusive, unless a question of law is
involved.

(2) Subject to any limitations in the Memorandum or Articles, treasury
shares and unissued shares may be disposed of by a company incorporated under
this Act on such terms and conditions as the directors may determine.

21. Subject to any limitations in its Memorandum or Articles, a
company incorporated under this Act may issue fractions of a share and unless
and to the extent otherwise provided in the Memorandum or Articles, a
fractional share has the corresponding fractional liabilities, limitations,
preferences, privileges, qualifications, restrictions, rights and other
attributes of a share of the same class or series of shares.

22. (1) Where a company incorporated under this Act
issues a share with par value, the consideration in respect of the share
constitutes capital to the extent of the par value and the excess constitutes
surplus.

(2) Subject to any limitations
in the Memorandum or Articles, where a company incorporated under this Act
issues a share without par value, the consideration in respect of the share
constitutes capital to the extent designated by the directors and the excess
constitutes surplus, except that the directors shall designate as capital an
amount of the consideration that shall be at least equal to the amount that the
share is entitled to as a preference, if any, in the assets of the company upon
liquidation of the company.

(3) Upon the disposition by a company incorporated under this Act of a
treasury share, the consideration in respect of the share shall be added to
surplus.

23. (1) A share issued as a
dividend by a company incorporated under this Act shall be treated for all
purposes as having been issued for money equal to the surplus that has been
transferred to capital upon the issue of the share.

(2) In the case of a dividend of authorised but unissued shares with par
value, an amount equal to the aggregate par value of the shares shall be
transferred from surplus to capital at the time of the distribution.

(3) In the case of a dividend of authorised but unissued shares without
par value, the amount designated by the directors shall be transferred from
surplus to capital at the time of the distribution, except that the directors
shall designate as capital an amount that is at least equal to the amount that
the shares are entitled to as preference, if any, in the assets of the company
upon liquidation of the company.

(4) A division of the issued and outstanding shares of a class or series
of shares into a larger number of shares of the same class or series having
proportionately small par value does not constitute a dividend of shares.

24. (1) Subject to any limitations in its Memorandum or Articles,
a company incorporated under this Act may, by a resolution of directors, amend
its Memorandum to increase or reduce its authorised capital, and in connection
therewith, the company may —

(a) increase
or reduce the number of shares which the company may issue;

(b) increase
or reduce the par value of any of its shares; or

(2) Where a
company reduces its authorised capital under subsection (1), then, for purposes
of computing capital of the company, any capital that immediately before the
reduction was represented by shares but immediately following the reduction is no longer represented by shares
shall be deemed to be surplus transferred from capital to surplus.

(3) A company incorporated under this Act shall,
in writing, inform the Registrar of any increase or decrease of its authorised
capital within 30 days after the
resolution.

(4) A
company that contravenes subsection (3)
shall be liable to a penalty of $25 for each day or part thereof during which the contravention continues.

(5) A director who knowingly permits the contravention of subsection (3)
shall be liable to a penalty of $25 for each day or part thereof during which
the contravention continues.

25. (1) A company
incorporated under this Act may amend its Memorandum —

(a) to
divide the shares, including issued shares, of a class or series into a larger
number of shares of the same class or series; or

(b) to
combine the shares, including issued shares of a class or series into a smaller number of shares of the same class
or series.

(2) Where shares are divided
or combined under subsection (1), the aggregate par value of the new shares shall
be equal to the aggregate par value of the original shares.

26. Shares of a
company incorporated under this Act are movable property and are not of the
nature of immovable property.

27. (1) A company
incorporated under this Act shall state in its Articles whether or not
certificates in respect of its shares shall be issued.

(2) Where a company incorporated under this Act issues certificates in
respect of its shares, the certificates shall be evidenced by the signature of a director or
officer of the company; and the Articles may provide for the signatures to be
facsimiles.

(3) A certificate issued in accordance with subsection (2) specifying a
share held by a member of the company shall be prima facie evidence of
the title of the member to the share specified therein.

28.(1) A company
incorporated under this Act shall cause to be kept one or more registers to be
known as Share Registers containing —

(a) the
names and addresses of the persons who hold registered shares in the company;

(b) the
number of each class and series of registered shares held by each person;

(d) the
date on which any person ceased to be a member;

(e) in
the case of shares issued to bearer, the total number of each class and series
of shares issued to bearer;

(f) with
respect to each certificate for shares issued to bearer —

(i) the identifying number of
the certificate;

(ii) the number of each class
or series of shares issued to bearer specified therein, and

(iii) the date of issue of the
certificate;

but the company may delete from the Share Register
information relating to shares issued to bearer that have been cancelled.

(2) The Share Register may be in
such form as the directors may approve but if it is in magnetic, electronic or
other data storage form, the company shall be able to produce legible evidence
of its contents.

(3) A copy of the Share Register,
commencing from the date of the registration of the company, shall be kept at
the office of the company referred to in section 38 or such other place as the
Directors determine and the company shall inform the Registrar of the address of the other place.

(4) The Share Register shall beprima facie evidence of any matters directed or authorised by this Act to be
contained therein.

(5) A
company that contravenes this section
shall be liable to a penalty of $25 for each day or part thereof during which
the contravention continues.

(6) A
director who knowingly permits the contravention of this section shall be
liable to a penalty of $25 for each day or part thereof during which the
contravention continues.

29. (1) If —

(a) information
that is required to be entered in the Share Register under section 28 is
omitted therefrom or inaccurately entered therein; or

(b) there
is unreasonable delay in entering the information in the Share Register,

a member of the company, or any person who is
aggrieved by the omission, inaccuracy or delay may apply to the court for an
order that the Share Register be rectified, and the court may either grant or
refuse the application, with or without costs to be paid by the applicant, or
order the rectification of the Share Register and may direct the company to pay
all costs of the application and any damages the applicant may have sustained.

(2) The
court may, in any proceedings under subsection (1) determine —

(a) any question relating to the right of a
person who is a party to the proceedings to have his name entered in or omitted
from the Share Register, whether the question arises between —

(i) two or
more members or alleged members; or

(ii) between members or alleged members and the company, and

(b) generally any question that may be
necessary or expedient to be determined for the rectification of the Share Register.

30.(1) Subject to
any limitations in the Memorandum or Articles, registered shares of a company
incorporated under this Act may be transferred by a written instrument of
transfer signed by the transferor and containing, save in the case of bearer
shares, the name and address of the transferee.

(2) In the absence of a written instrument of
transfer mentioned in subsection (1), the directors may accept such evidence of
a transfer of shares as they consider appropriate.

(3) A company shall not be required to treat a
transferee of a registered share in the company as a member until the
transferee’s name has been entered in the Share Register.

(4) Subject to any limitations in its Memorandum
or Articles, a company incorporated under this Act shall, on the application of
the transferor or transferee of a registered share in the company, enter in its
Share Register the name of the transferee of the share.

(5) A transfer of registered shares of a
deceased, or bankrupt member of a company incorporated under this Act made by
his personal representative, guardian or trustee, as the case may be, or a
transfer of registered shares owned by a person as a result of a transfer from
a member by operation of law, is of the same validity as if the personal
representative, guardian, trustee or transferee had been the registered holder
of the shares at the time of the execution of the instrument of transfer.

31. A share issued to
bearer shall be transferable by delivery of the certificate relating to the
share.

32.(1) Where a
governmental authority, whether it is legally constituted or not, in any
jurisdiction outside Seychelles-

(a) by or in connection with a nationalisation, expropriation, confiscation, coercion, force
or duress, or similar action; or

(b) by or in connection with the imposition of
any confiscatory tax, assessment or other governmental charge,

takes or seizes any shares or other interest in a
company incorporated under this Act, the company itself or a person holding
shares or any other interest in a company, including an interest as a creditor,
may apply to the court for an order that the company disregard the taking or
seizure and continue to treat the person who would have held shares or any
other interest in the company but for the taking or seizure of the shares or
other interest as continuing to hold the shares or other interest.

(2) Without
affecting subsection (1), where a person
whose shares or other interest have been taken or seized as referred to in
subsection (1) is other than a natural person, the person making the
application under subsection (1) or the company itself, may apply to the court
for an additional order for the company to treat the persons believed by the
company to have held the direct or indirect beneficial interests in the shares
or other interests in the company as the holder of those shares or other
interest.

(3) The
court may, upon application made to it under subsection (1) or (2) —

(a) grant
such relief as it considers equitable and proper; and

(b) order
that any shares of or other interests in the company vest in such person or
authority as the court may appoint and for such purposes as the court may
determine.

(1) Subject
to any limitations in its Memorandum or Articles, a company incorporated under
this Act may purchase, redeem or otherwise acquire and hold its own shares but
only out of surplus or in exchange for newly issued shares of equal value.

(2) No
purchase, redemption or other acquisition permitted under subsection (1) shall
be made unless the directors determine that immediately after the purchase,
redemption or other acquisition —

(a) the
company will be able to satisfy its liabilities as they become due in the
ordinary course of its business; and

(b) the
realizable value of the assets of the company will not be less than the sum of
its total liabilities, other than deferred taxes, as shown in the books of
account, and its issued and outstanding share capital,

and, in the absence of fraud, the decision of the
directors as to the realizable value of the assets of the company is conclusive
unless a question of law is involved.

(3) A
determination by the directors under subsection (2) is not required where
shares are purchased, redeemed or otherwise acquired —

(a) pursuant
to a right of a member to have his shares redeemed or to have his shares
exchanged for money or other property of the company;

(b) in
exchange for newly issued shares in the company;

(d) pursuant
to an order of the court.

(4) Subject
to any limitations in the Memorandum or Articles, shares that a company
purchases, redeems or otherwise acquires may be cancelled or held as treasury
shares unless the shares are purchased, redeemed or otherwise acquired out of
capital pursuant to section 35, in which case they shall be cancelled; and upon
the cancellation of a share, the amount included as capital of the company with
respect to that share shall be deducted from the capital of the company.

34. Where shares in a
company incorporated under this Act —

(a) are
held by the company as treasury shares; or

(b) are
held by another company of which the first company holds, directly or
indirectly, shares having more than 50 percent of the votes in the election of
directors of the other company,

the shareholders of the first company are not
entitled to vote or to have dividends paid thereon and shall not be treated as
outstanding for any purpose under this Act except for the purpose of
determining the capital of the first company.

35.(1) Subject to
any limitations in the Memorandum or Articles and subsections (3) and (4), the
capital of a company incorporated under this Act may by resolution of
directors, be —

(a) increased
by transferring an amount out of the surplus of the company to capital; or

(b) reduced
by —

(i) returning
to members any amount received by the company upon the issue of any of its
shares, the amount being surplus to the company;

(ii) cancelling
any capital that is lost or not represented by assets having realizable value;
or

(iii) transferring
capital to surplus for the purpose of purchasing, redeeming or otherwise
acquiring shares that the directors have resolved to purchase, redeem or
otherwise acquire.

(2) Where a
company reduces its capital under subsection (1), the company may —

(a) return
to members any amount received by the company upon the issue of its shares;

(b) purchase,
redeem or otherwise acquire its shares out of capital; or

(3) No
reduction of capital shall be effected that reduces the capital of the company
to an amount that is less than the sum of —

(a) the
aggregate of —

(i) all
outstanding shares with par value, and

(ii) all
shares with par value held by the company as treasury shares; and

(b) the
aggregates of the amounts designated as capital of —

(i) all
outstanding shares without par value; and

(ii) all
shares without par value held by the company as treasury shares that are
entitled to a preference, if any, in the assets of the company upon liquidation
of the company.

(4) No
reduction of capital shall be effected under subsection (1) unless the
directors determine that immediately after the reduction-

(a) the
company will be able to satisfy its liabilities as they become due in the
ordinary course of its business; and

(b) the
realizable value of the assets of the company will not be less than its total
liabilities, other than deferred taxes, as shown in the books of account, and
its remaining issued and outstanding share capital,

and, in the absence of fraud, the decision of the
directors as to the realizable value of the assets of the company is conclusive
unless a question of law is involved.

36.(1) Subject to any
limitations in its Memorandum or Articles a company incorporated under this Act
may, by a resolution of directors, declare and pay dividends in money, shares
or other property.

(2) Dividends
shall only be declared and paid if the directors determine that immediately
after the payment of the dividend

(a) the
company will be able to satisfy its liabilities as they become due in the
ordinary course of its business; and

and, in the absence of fraud, the decision of the
directors as to the realizable value of the assets of the company is conclusive
unless a question of law is involved.

37. Subject to any
limitations in its Memorandum or Articles a company incorporated under this Act
may, by a resolution of directors, include in the computation of surplus for
any purpose under this Act the net unrealised appreciation of assets of the
company, and, in the absence of fraud, the decision as to the value of the
assets is conclusive, unless a question of law is involved.

PART IVREGISTERED OFFICE AND AGENT

38.(1) A company
incorporated under this Act shall at all times have a registered office in Seychelles.

(2) The
directors of the company may change the address of the registered office of the
company, which change shall be notified to the Registrar.

39.(1) A company
incorporated under this Act shall at all times have a registered agent in Seychelles.

(2) All
applications made and all documents required to be submitted to the Registrar under this
Act by a company incorporated under this
Act shall be made through the registered agent who shall verify in writing the signature of any person appearing on the
application or document and the registered agent may accept service on behalf of the company and any service accepted by the registered agent shall be deemed to have been accepted by the company.

(3) A company shall, not later than 7 days after changing its registered
agent in Seychelles,
notify the Registrar of the name and address of its new registered agent and
the change shall have effect on the date the Registrar receives the notice of
change.

(4) The Licences Act shall apply to the licensing of registered agents as if
there were subsituted for the words “the Authority” in sections 6,7 and 8 of
that Act the words “the Regisrar of International Business Companies”

(5) The Registrar shall, in discharging and exercising the functions and
powers under subsection (4) act as far as may be in accordance with the
provisions of the Licenses Act.”

40. (1) A company
that contravenes section 38 or 39 (1), (2) or (3) shall be liable to a
penalty of $25 for each day or part thereof during which the contravention
continues.

(2) A
director who knowingly permits the contravention of section 38 or 39 (1),
(2) or (3) shall be liable to a penalty
of $25 for each day or part thereof during which the contravention continues.

PART VDIRECTORS, OFFICERS, AGENTS AND LIQUIDATORS

41. Subject to any limitations in its Memorandum or
Articles, the business and affairs of a company incorporated under this Act
shall be managed by a board of directors that consists of one or more persons
who may be individuals or companies.

42.(1) The first
directors of a company incorporated under this Act shall be elected by the
subscribers to the Memorandum; and thereafter, the directors shall be elected
by the members for such term as the members may determine and where permitted
by the Memorandum or Articles of a company incorporated under this Act, the
directors may also elect directors for such term as the directors may
determine.

(2) Each
director holds office until his successor takes office or until his earlier
death, resignation or removal or in the case of a company upon the making of an
order for the winding up or dissolution of the company or upon the removal of a
defunct company otherwise than pursuant to a winding-up order.

(3) Subject to any limitations in the Memorandum
or Articles —

(a) a
director shall cease to hold the office of director if a majority of the
directors, require his resignation in writing;

(b) a
director may resign his office by giving written notice of his resignation to
the company and the resignation has effect from the date the notice is received
by the company or from such later date as may be specified in the notice.

(4) Subject
to any limitations in the Memorandum or Articles, a vacancy in the board of
directors may be filled by a resolution of members or of a majority of the
remaining directors.

43. The number of
directors shall be fixed by the Articles and, subject to any limitations in the
Memorandum or Articles, the Articles may be amended to change the number of
directors.

44. The directors shall
have all the powers of the company that are not reserved to the members under
this Act or in the Memorandum or Articles.

45. Subject to any
limitations in the Memorandum or Articles, the directors may, by a resolution
of directors, fix the emoluments of directors in respect of services to be
rendered in any capacity to the company.

46.(1) The
directors may, by a resolution of directors, designate one or more committees,
each consisting of one or more directors.

(2) Subject
to any limitations in the Memorandum or Articles, each committee has such powers
and authority of the directors, including the power and authority to affix the
common seal, if any, of the company, as
are set forth in the resolution of directors establishing the committee, except
that no committee has any power or authority with respect to the matters
requiring a resolution of directors under section 2(3).

47.(1) Subject to
any limitations in the Memorandum or Articles, the directors of a company
incorporated under this Act may meet at such times and in such manner and
places within or outside Seychelles as the directors may determine to be
necessary or desirable.

(2) A
director shall be deemed to be present at a meeting of directors if —

(a) he
participates by telephone or other electronic means; and

(b) all
directors participating in the meeting are able to hear each other and
recognise each other’s voice and for this purpose participation constitutes
prima facie proof of recognition.

48.(1) Subject to
a requirement in the Memorandum or Articles to give longer notice, a director
shall be given not less than 2 days notice of meetings of directors.

(2) Notwithstanding
subsection (1) but subject to any limitations in the Memorandum or Articles, a
meeting of directors held in contravention of that subsection is valid if all
the directors, or such majority thereof as may be specified in the Memorandum
or Articles entitled to vote at the meeting, have waived the notice of the
meeting; and for this purpose, the presence of a director at the meeting shall
be deemed to constitute waiver on his part.

(3) The
inadvertent failure to give notice of a meeting to a director, or the fact that
a director has not received the notice, does not invalidate the meeting.

49. The quorum for a meeting of directors is that fixed by the
Memorandum or Articles; but where no quorum is so fixed a meeting of directors
is properly constituted for all purposes if at the commencement of the meeting
one half of the total number of directors are present in person or by
alternate.

50. Subject to any
limitations in the Memorandum or Articles, an action that may be taken by the
directors or a committee of directors at a meeting may also be taken by a
resolution of directors or a committee of directors consented to in writing or
by telex, telefax, telegram, cable or other written electronic communication,
without the need for any notice.

51.(1) Subject to
any limitations in the Memorandum or Articles, a director may by a written
instrument appoint an alternate who need not be a director.

(2) An
alternate for a director appointed under subsection (1) shall be entitled to
attend meetings in the absence of the director who appointed him and to vote or
consent in the place of the director.

52.(1) The
directors may, by a resolution of directors appoint any person, including a
person who is a director, to be an officer or agent of the company.

(2) Subject
to any limitations in the Memorandum or Articles, each officer or agent has
such powers and authority of the directors, including the power and authority
to affix the common seal, if any, of the
company, as are set forth in the Articles or in the resolution of directors
appointing the officer or agent, except that no officer or agent has any power
or authority with respect to the matters requiring a resolution of directors
under section 45 and this section.

(3) The
directors may remove an officer or agent appointed under subsection (1) and may
revoke or vary a power conferred on him under subsection (2).

53. Every director,
officer, agent and liquidator of a company incorporated under this Act, in
performing his functions, shall act honestly and in good faith with a view to
the best interests of the company and exercise the care, diligence and skill
that a reasonably prudent person would exercise in comparable circumstances.

54. Every director,
officer, agent and liquidator of a company incorporated under this Act, in
performing his functions is entitled to rely upon the Share Register kept under
section 28, the books of accounts and records and the minutes and copies of
consents to resolutions kept under section 65 and any report made to the
company by any other director, officer, agent or liquidator or by any person
selected by the company to make the report.

55.(1) Subject to any
limitations in the Memorandum or Articles, if the requirements of subsection
(2) are satisfied, no agreement or transaction between —

(a) a
company incorporated under this Act; and

(b) one
or more of its directors or liquidators, or any person in which any director or
liquidator has a financial interest or to whom any director or liquidator is
related, including as a director or liquidator of that other person,

is void or voidable for this reason only or by
reason only that the director or liquidator is present at the meeting of
directors or liquidators, at the meeting of the committee of directors or

liquidators,that approves the agreement or
transaction or that the vote or consent of the director or liquidator is
counted for that purpose.

(2) An
agreement or transaction referred to in subsection (1) is valid if —

(a) the
material facts of the interest of each director or liquidator in the agreement
or transaction and his interest in or relationship to any other party to the
agreement or transaction are disclosed in good faith or are known by the
members entitled to vote at a meeting of members; and

(b) the
agreement or transaction is approved or ratified by a resolution of members.

(3) Subject
to any limitations in the Memorandum or Articles, a director or liquidator who
has an interest in any particular business to be considered at a meeting of
directors, liquidators or members may be counted for purposes of determining
whether the meeting is duly constituted in accordance with section 49 or
otherwise.

56.(1) Subject to
subsection (2) and any limitations in its Memorandum or Articles, a company incorporated under
this Act may indemnify against all expenses, including legal fees, and against
all judgements, fines and amounts paid in settlement and reasonably incurred in
connection with legal, administrative or investigative proceedings any person
who —

(a) is
or was a party or is threatened to be made a party to any threatened, pending
or completed proceedings, whether civil, criminal, administrative or
investigative, by reason of the fact that the person is or was a director, an
officer or a liquidator of the company; or

(b) is
or was, at the request of the company,
serving as a director, officer or liquidator of, or in any other capacity is or
was acting for, another company or a partnership, joint venture, trust or other
enterprise.

(2) Subsection
(1) only applies to a person referred to in that subsection if the person acted
honestly and in good faith with a view to the best interests of the company and
in the case of criminal

proceedings, the person had no reasonable cause
to believe that his conduct was unlawful.

(3) The
decision of the directors as to whether the person acted honestly and in good
faith and with a view to the best interests of the company and as to whether
the person had no reasonable cause to believe that his conduct was unlawful is,
in the absence of fraud, sufficient for the purposes of this section, unless a
question of law is involved.

(4) The
termination of any proceedings by any judgement, order, settlement, conviction
or the entering of a nolle prosequi does not, by itself, create a
presumption that the person did not act honestly and in good faith and with a
view to the best interests of the company or that the person had reasonable
cause to believe that his conduct was unlawful.

(5) If a
person referred to in subsection (1) has been successful in defence of any
proceedings referred to in subsection (1), the person is entitled to be
indemnified against all expenses, including legal fees, and against all
judgements, fines and amounts paid in settlement and reasonably incurred by the
person in connection with the proceedings.

57. A company incorporated
under this Act may purchase and maintain insurance in relation to any person
who is or was a director, an officer or a liquidator of the company, or who at
the request of the company is or was serving as a director, an officer or a
liquidator of, or in any other capacity is or was acting for, another company
or a partnership, joint venture, trust or other enterprise, against any
liability asserted against the person and incurred by the person in that
capacity, whether or not the company has or would have had the power to
indemnify the person against the liability under section 56(1).

PART VIPROTECTION OF MEMBERS AND CREDITORS

58.(1) Subject to any
limitations in the Memorandum or Articles, the directors of a company
incorporated under this Act may convene meetings of the members of the company
at such times and in such manner and places within or outside Seychelles as the
directors consider necessary or
desirable.

(2) Subject
to a provision in the Memorandum or Articles for a lesser percentage, upon the
written request of members holding more than 50 percent of the votes of the
outstanding voting shares in the
company, the directors shall convene a meeting of members.

(3) Subject
to any limitations in the Memorandum or Articles, a member shall be deemed to
be present at a meeting of members if —

(a) he
participates by telephone or other electronic means; and

(b) all
members participating in the meeting are able to hear each other and recognise
each other’s voice and for this purpose participation constitutes prima facie
proof of recognition.

(4) A member
may be represented at a meeting of members by a proxy who may speak and vote on
behalf of the member.

(5) The
following provisions apply in respect of joint ownership of shares —

(a) if
2 or more persons hold shares jointly each of them may be present in person or
by proxy at a meeting of members and may speak as member;

(b) if
only one of them is present in person or by proxy, he may vote on behalf of
all of them; and

59.(1) Subject to
a requirement in the Memorandum or Articles to give longer notice, the
directors shall give not less than 7 days notice of meetings of members to
those persons whose names on the date the notice is given appear as members in
the Share Register referred to in section 28 and are entitled to vote at the
meeting.

(2) Notwithstanding
subsection (1) but subject to any limitations in the Memorandum or Articles, a
meeting of members held in contravention of the requirement to give notice is
valid if members holding a 90 percent majority, or such lesser majority as may
be specified in the Memorandum or Articles, of —

(a) the
total number of the shares of the members entitled to vote on all the matters
to be considered at the meeting; or

(b) the
votes of each class or series of shares where members are entitled to vote
thereon as a class or series together with an absolute majority of the
remaining votes,

have waived notice of the meeting; and for this
purpose, the presence of a member at the meeting shall be deemed to constitute
waiver on his part.

(3) The
inadvertent failure of the directors to give notice of a meeting to a member,
or the fact that a member has not received the notice, does not invalidate the
meeting.

60. The quorum for a
meeting of members for purposes of a resolution of members is that fixed by the
Memorandum or Articles; but where no quorum is so fixed, a meeting of members
is properly constituted for all purposes if at the commencement of the meeting
there are present in person or by proxy shareholders representing more than
one-half of the shares of each class or series thereof.

61.(1) Except as
otherwise provided in the Memorandum or Articles, all shares vote as one class
and each whole share has one vote.

(2) The directors of a company incorporated
under this Act may fix the date notice is given of a meeting as the record date
for determining those shares that are entitled to vote at the meeting.

62. Subject to
any limitations in the Memorandum or Articles, an action that may be taken by
members at a meeting of members may also be taken by a resolution of all
members consented to in writing or by telex, telegram, telefax, cable or other
written electronic communication, without the need for any notice.

63.(1) Any notice,
information or written statement required under this Act to be given to members
by a company incorporated under this Act shall be served —

(a) in
the case of members holding registered shares —

(i) in the
manner prescribed in the Memorandum or
Articles, as the case may be, or

(ii) in the
absence of a provision in the Memorandum or Articles, by personal service or by
mail addressed to each member at the address shown in the Share Register; and

(b) in
the case of members holding shares issued to bearer, in the absence of a
provision in the Memorandum or Articles, if the notice, information or written
statement is published in the Gazette, a newspaper circulating in Seychelles, a
newspaper circulating in the place where the company has its principal office
and, where a company is registered in a branch office, a newspaper circulating
in the country or jurisdiction where the branch office is situated.

(2) Subject
to a requirement in the Memorandum or Articles to give a specific length of
notice, the directors shall give sufficient notice of meetings of members to
members holding shares issued to bearer to allow a reasonable opportunity for
them to take action in order to secure or exercise the right or privilege,
other than the right or privilege to vote, that is the subject of the notice.

64.(1) Any
summons, notice, order, document, process, information or written statement to
be served on a company incorporated under this Act may be served by leaving it,
or by sending it by registered mail addressed to the company at its registered
office, or by leaving it with, or by sending it by registered mail to, the
registered agent of the company.

(2) Service
of any summons, notice, order, document, process, information or written
statement to be served on a company incorporated under this Act may be proved
by showing that the summons, notice, order, document, process, information or
written statement —

(a) was
mailed in such time as to admit to its being delivered in the normal course of
delivery, within the period prescribed for service; and

(b) was
correctly addressed and the postage was prepaid.

65.(1) A company
incorporated under this Act shall keep such accounts and records as the
directors consider necessary or desirable in order to reflect the financial
position of the company.

(2) A
company incorporated under this Act shall keep —

(a) minutes
of all meetings of —

(i) directors,

(ii) members,

(iii) committees
of directors,

(iv) committees
of officers,

(v) committees
of members;

(b) copies
of all resolutions consented to by —

(i) directors,

(ii) members,

(iii) committees
of directors,

(iv) committees
of officers,

(v) committees
of members; and

(3) The
books, register, records and minutes required by this section shall be kept at
the registered office of the company or such other place as the directors
determine and the company shall inform the Registrar of the address of the
other place.

(4) A
company that contravenes this section
shall be liable to a penalty of $25 for each day or part thereof during which
the contravention continues.

(5) A
director who knowingly permits the contravention of this section shall be
liable to a penalty of $25 for each day or part thereof during which the
contravention continues.

66.(1) A member of
a company incorporated under this Act may, in person or by attorney and in
furtherance of a proper purpose, request in writing specifying the purposes, to
inspect during normal business hours the Share Register of the company or the
books, records, minutes and consents kept by the company and to make copies or
extracts therefrom.

(2) For
purposes of subsection (1), a proper purpose is a purpose reasonably related to
the member’s interest as a member.

(3) If a
request under subsection (1) is submitted by an attorney for a member, the
request shall be accompanied by a power of attorney authorizing the attorney to
act for the member.

(4) If the
company, by a resolution of directors, determines that it is not in the best
interest of the company or of any other member of the company to comply with a
request under subsection (1), the company may refuse the request.

(5) Upon
refusal by the company of a request under subsection (1), the member may before
the expiration of a period of 90 days of his receiving notice of the refusal,
apply to a the court for an order to allow the inspection.

67.(1) Contracts
may be entered into on behalf of a company incorporated under this Act as
follows —

(a) a
contract that, if entered into between individuals, is required by law to be in
writing and signed by the parties, may be entered into by or on behalf of the
company in writing and signed by a person acting under the express or implied
authority of the company, and may, in the same manner, be varied or discharged;
and

(b) a
contract that, if entered into between individuals, is valid although entered
into orally, and not reduced to writing, may be entered into orally by or on
behalf of the company by a person acting under the express or implied authority
of the company, and may, in the same manner, be varied or discharged.

(2) A
contract entered into in accordance with this section is valid and is binding
on the company and its successors and all other parties to the contract.

68.(1) A person
who enters into a written contract in the name of or on behalf of a company
incorporated under this Act before the company comes into existence, shall be
personally bound by the contract and is entitled to the benefits of the contract, except where —

(a) the
contract specifically provides otherwise; or

(b) subject
to any provisions of the contract to the contrary, the company adopts the contract,
under subsection (2).

(2) Within a
period of 90 days after a company incorporated under this Act comes into
existence, the company may, by any action

or conduct signifying its intention to be bound
thereby, adopt a written contract entered into in its name or on its behalf
before it came into existence.

(3) When a
company adopts a contract under subsection (2) —

(a) the
company shall be bound by, and entitled to the benefits of, the contract as if
the company had been in existence at the date of the contract and had been a
party to it; and

(b) subject to any provisions of the contract to
the contrary, the person who acted in the name of or on behalf of the company
ceases to be bound by or entitled to the benefits of the contract.

69. Notwithstanding any
other written law, a promissory note or bill of exchange shall be deemed to
have been made, accepted or endorsed by a company incorporated under this Act
if it is made, accepted or endorsed in the name of the company —

(a) by
or on behalf or on account of the company; or

(b) by
a person acting under the express or implied authority of the company,

and if so endorsed, the person signing the
endorsement shall not be liable thereon.

70.(1) A company
incorporated under this Act may, by an instrument in writing, authorise a
person, either generally or in respect of any specified matters, as its agent
to act on behalf of the company and to execute contracts, agreements, deeds and
other instruments on behalf of the company.

(2) A contract, agreement, deed or other
instrument executed on behalf of the company by an agent appointed under
subsection (1), is binding on the company and has the same effect as if it were
executed by the company.

(3) A power of attorney under this
section applies both within and outside Seychelles.

71.(1) A document
requiring authentication or attestation by a company incorporated under this
Act may be signed by a director, a secretary or by an authorised officer or
agent of the company.

(2) If the
signature of any director, officer or agent authenticating or attesting any
document is verified in writing by the registered agent of a company, the
company is bound by the document.

72. If at any time there is no member of a company
incorporated under this Act, any person doing business in the name of or on
behalf of the company is personally liable for the payment of all debts of the
company contracted during the time and the person may be sued therefor without
joinder in the proceedings of any other person.

PART VII

MERGER, CONSOLIDATION, SALEOF ASSETS FORCED REDEMPTIONS, ARRANGEMENTS AND DISSENTERS

73. In this Part —

«consolidated
company» means the new company that results from the consolidation of 2 or
more constituent companies;

«consolidation»
means the fusion of 2 or more constituent companies into a new company;

«constituent
company» means an existing company that is participating in a merger or
consolidation with one or more other existing companies;

«merger»
means the merging of 2 or more constituent companies into one of the constituent
companies;

«parent
company» means a company that owns more than 50 percent of the outstanding
voting shares of each class and series of shares in another company: Provided
that for the purposes of section 75 it means a company that owns more than 90
percent of such shares as aforesaid;

«subsidiary
company» means a company more than 50 percent of whose outstanding voting
shares are owned by another company:
Provided that for the purposes of section 75 it means a company more than 90
percent of whose shares as aforesaid are owned by another company;

«surviving
company» means the constituent company into which one or more other
constituent companies are merged.

74.(1) Two or more
companies incorporated under this Act may merge or consolidate in accordance
with subsections (2) to (4).

(2) The
directors of each constituent company that proposes to participate in a merger
or consolidation shall approve a written plan of merger or consolidation
containing, as the case requires —

(a) the
name of each constituent company and the name of the surviving company or the
consolidated company;

(b) in
respect of each constituent company —

(i) the
designation and number of outstanding shares of each class and series of shares
specifying each such class and series entitled to vote on the merger or
consolidation, and

(ii) a
specification of each such class and series, if any, entitled to vote as a
class or series;

(c) the
terms and conditions of the proposed merger or consolidation, including the
manner and basis of converting shares in each constituent company into shares,
debt obligations or other securities in the surviving company or consolidated
company, or money or other property, or a combination thereof;

(d) in
respect of a merger, a statement of any amendment to the Memorandum or Articles
of the surviving company to be brought about by the merger; and

(e) in
respect of a consolidation, everything required to be included in the
Memorandum and Articles for a company incorporated under this Act except
statements as to facts not available at the time the plan of consolidation is
approved by the directors.

(3) Some or
all shares of the same class or series of shares in each constituent company
may be converted into a particular or mixed kind of property and other shares
of the class or series, or all shares of other classes or series of shares, may
be converted into other property.

(4) The
following provisions apply in respect of a merger or consolidation under this
section —

(a) the
plan of merger or consolidation shall be authorised by a resolution of members
and the outstanding shares of a class or series of shares are entitled to vote on the merger or consolidation as a
class or series if the Memorandum or Articles so provide or if the plan of
merger or consolidation contains any provisions that, if contained in a
proposed amendment to the Memorandum or Articles, would entitle the class or
series to vote on the proposed amendment as a class or series;

(b) if
a meeting of members is to be held, notice of the meeting, accompanied by a
copy of the plan of merger or consolidation, shall be given to each member,
whether or not entitled to vote on the merger or consolidation;

(c) if
it is proposed to obtain the written consent of members, a copy of the plan of
merger or consolidation shall be given to each member, whether or not entitled
to consent to the plan of merger or consolidation;

(d) after
approval of the plan of merger or consolidation by the directors and members of
each constituent company, articles of merger or consolidation shall be executed
by each company and shall contain —

(i) the
plan of merger or consolidation and, in the case of consolidation, any
statement required to be included in the Memorandum and Articles of a company
incorporated under this Act,

(ii) the
date on which the Memorandum and Articles of each constituent company were
registered by the Registrar;

(iii) the
manner in which the merger or consolidation was authorised with respect to each
constituent company;

(e) the
articles of merger or consolidation shall be submitted to the Registrar who
shall retain and register them in the Register;

(f) upon
the registration of the articles of merger or consolidation, the Registrar
shall issue a certificate under his hand certifying that the articles of merger
or consolidation have been registered.

(5) A
certificate of merger or consolidation issued by the Registrar shall be prima
facie evidence of compliance with all requirements of this Act in respect
of the merger or consolidation.

75.(1) A parent
company incorporated under this Act may merge with one or more subsidiary
companies incorporated under this Act without the authorisation of the members
of any company, in accordance with subsections (2) to (6), if the surviving
company is a company incorporated under this Act and will satisfy the
requirements prescribed for an International Business Company by section 5.

(2) The
parent company shall approve a written plan of merger containing —

(a) the
name of each constituent company and the name of the surviving company;

(b) in
respect of each constituent company —

(i) the
designation and number of outstanding shares of each class and series of
shares, and

(ii) the
number of shares of each class and series of shares in each subsidiary company
owned by the parent company; and

(c) the
terms and conditions of the proposed merger, including manner and basis of
converting shares in each company to be merged into shares, debt obligations or
other securities in the surviving company, or money or other property, or a
combination thereof.

(3) Some or
all shares of the same class or series of shares in each company to be merged
may be converted into property of a particular or mixed kind and other shares
of the class or all shares of other classes or series of shares, may be
converted into other property; but, if the parent company is not the surviving
company, shares of each class and series of shares in the parent company may
only be converted into similar shares of the surviving company.

(4) A copy
of the plan of merger or an outline thereof shall be given to every member of
each subsidiary company to be merged unless the giving of that copy or outline
has been waived by that member.

(5) Articles
of merger shall be executed by the parent company and shall contain —

(a) the
plan of merger;

(b) the
date on which the Memorandum and
Articles of each constituent company were registered by the Registrar;

(c) if
the parent company does not own all the shares in each subsidiary company to be
merged, the date on which a copy of the plan of merger or an outline thereof
was made available to the members of each subsidiary company.

(6) The
articles of merger shall be submitted to the Registrar who shall retain and
register them in the Register.

(7) Upon the
registration of the articles of merger, the Registrar shall issue a certificate under his hand certifying that the articles of merger have
been registered.

(8) A
certificate of merger issued by the Registrar shall be prima facie evidence
of compliance with all the requirements of this Act in respect of the merger.

76.(1) A merger
or consolidation is effective on the date the articles of merger or
consolidation are registered by the Registrar or such date subsequent thereto,
not exceeding 30 days, as is stated in the articles of merger or consolidation.

(2) As
soon as a merger or consolidation becomes effective —

(a) the
surviving company or the consolidated company insofar as is consistent with its
Memorandum and Articles, as amended or established by the articles of merger or
consolidation, has all rights, privileges, immunities, powers, objects and
purposes of each of the constituent companies;

(b) in
the case of a merger, the Memorandum and Articles of the surviving company are
automatically amended to the extent, if any, that changes in its Memorandum and
Articles are contained in the articles of merger;

(c) in
the case of a consolidation, the statements contained in the articles of
consolidation that are required or authorised to be contained in the Memorandum
and Articles of a company incorporated under this Act, are the Memorandum and
Articles of the consolidated company;

(d) property
of every description, including choses in action and the business of each of
the constituent companies, immediately vests in the surviving company or the
consolidated company; and

(e) the
surviving company or the consolidated company shall be liable for all claims,
debts, liabilities and obligations of each of the constituent companies.

(3) Where a
merger or consolidation occurs —

(a) no
conviction, judgement, ruling, order, claim, debt, liability or obligation due
or to become due, and no cause existing, against a constituent company or
against any member, director, officer or agent thereof, is released or impaired
by the merger or consolidation; and

(b) no
proceedings, whether civil or criminal pending at the time of a merger or
consolidation by or against a constituent company, or against any member,
director, officer or agent thereof, are abated or discontinued by the merger or
consolidation; but —

(i) the
proceedings may be enforced, prosecuted, settled or compromised by or against
the surviving company or the consolidated company or against the member,
director, officer or agent, as the case may be, or

(ii) the
surviving company or the consolidated company may be substituted in the
proceedings for a constituent company.

(4) The
Registrar shall strike off the Register —

(a) a
constituent company that is not the surviving company in a merger;

(b) a
constituent company that participates in a consolidation.

77.(1) One or more
companies incorporated under this Act may merge or consolidate with one or more
companies incorporated under the laws of jurisdictions outside Seychelles in
accordance with subsections (2) to (4), including where one of the constituent
companies is a parent company and the other constituent companies are
subsidiary companies, if the merger or consolidation is permitted by the laws
of the jurisdiction in which the companies incorporated outside Seychelles are
incorporated.

(2) The following provisions apply in
respect of a merger or consolidation under this section —

(a) a
company incorporated under this Act shall comply with the provisions of this
Act with respect to the merger or consolidation, as the case may be, of
companies incorporated under this Act and a company incorporated under the laws
of a jurisdiction outside Seychelles shall comply with the laws of that
jurisdiction; and

(b) if
the surviving company or the consolidated company is to be incorporated under
the laws of a jurisdiction outside Seychelles, it shall submit to the
Registrar —

(i) an
agreement that a service of process may be effected on it in Seychelles in
respect of proceedings for the enforcement of any claim, debt, liability or
obligation of a constituent company incorporated under this Act or in respect
of proceedings for the enforcement of the rights of a dissenting member of a
constituent company incorporated under this Act against a surviving company or
the consolidated company,

(ii) an
irrevocable appointment of the Registrar as its agent to accept service or
process in proceedings referred to in subparagraph (i),

(iii) an
agreement that it will promptly pay to the dissenting members of a constituent
company incorporated under this Act the
amount, if any, to which they are entitled under this Act with respect to the
rights of dissenting members, and

(iv) a
certificate of merger or consolidation issued by the appropriate authority of
the foreign jurisdiction where it is incorporated; or if no certificate of
merger is issued by the appropriate authority of the foreign jurisdiction,
then, such evidence of the merger or consolidation as the Registrar considers
acceptable.

(3) The
effect under this section of a merger or consolidation shall be the same as in
the case of a merger or consolidation under section 74 if the surviving company
or the consolidated company is incorporated under this Act, but if the
surviving company or the consolidated company is incorporated under the laws of
a jurisdiction outside Seychelles, the effect of the merger or consolidation
shall be the same as in the case of a merger or consolidation under section 74
except insofar as the laws of the other jurisdiction otherwise provide.

(4) If the
surviving company or the consolidated company is incorporated under this Act,
the merger or consolidation is effective on the date the articles of merger or
consolidation are registered by the Registrar or on such date subsequent
thereto, not exceeding 30 days, as is stated in the articles of merger or
consolidation; but if the surviving company or the consolidated company is
incorporated under the laws of a jurisdiction outside Seychelles, the merger or
consolidation is effective as provided by the laws of that other jurisdiction.

78. Any sale, transfer,
lease, exchange or other disposition of more than 50 percent, by value, of the
assets of a company incorporated under this Act, other than a transfer pursuant
to the power described under section 9(2), if not made in the usual manner or
regular course of the business carried on by the company, shall be as follows —

(a) the
proposed sale, transfer, lease, exchange or other disposition shall be approved
by the directors;

(b) upon
approval of the proposed sale, transfer, lease, exchange or other disposition,
the directors shall submit the proposal to the members for it to be authorised
by a resolution of members;

(c) if
the meeting of members is to be held, notice of the meeting, accompanied by an
outline of the proposal, shall be given to each member, whether or not he is
entitled to vote on the sale, transfer, lease, exchange or other disposition;
and

(d) if
it is proposed to obtain the written consent of members, an outline of the
proposal shall be given to each member, whether or not he is entitled to
consent to the sale, transfer, lease, exchange or other disposition.

79.(1) Subject to any
limitations in the Memorandum or Articles

(a) members
holding 90 percent of the votes of the outstanding shares entitled to vote; and

(b) members
holding 90 percent of the votes of the outstanding shares of each class and
series of shares entitled to vote as a class or series,

on a merger or consolidation under section 74,
may give a written instruction to one of the constituent companies incorporated
under this Act directing the company to redeem the shares held by the remaining
members.

(2) Upon
receipt of the written instruction referred to in subsection (1), the company
shall redeem the shares specified in the written instruction irrespective of
whether or not the shares are by their terms redeemable.

(3) The
company shall give written notice to each member whose shares are to be
redeemed stating the redemption price and the manner in which the redemption is
to be effected.

80.(1) In this
section «arrangement» means

(a) a
reorganisation or reconstruction of a company incorporated under this Act;

(b) a
merger or consolidation of one or more companies incorporated under this Act
with one or more other companies, if the surviving company or the consolidated
company is a company incorporated under this Act

(d) any
combination of any of the things specified in paragraphs (a) to (c).

(2) The
directors of the company may, by a resolution of directors, approve a plan of
arrangement that contains the details of the proposed arrangement.

(3) Upon
approval of the plan of arrangement by the directors, the company shall make
application to the court for approval of the proposed arrangement.

(4) The
court may, upon an application made to it under subsection (3), make an interim
or final order that is not subject to an appeal unless a question of law is
involved and in which case notice of appeal shall be given within the period of
20 days immediately following the date of the order, and in making the order the court may —

(a) determine
what notice, if any, of the proposed arrangement is to be given to any person;

(b) determine
whether approval of the proposed arrangement by any person should be obtained
and the manner of obtaining the approval;

(c) determine
whether any holder of shares, debt obligations or other securities in the
company may dissent from the proposed arrangement and receive payment of the
fair value of his shares, debt obligations or other securities under section
81;

(d) conduct
a hearing and permit any interested persons to appear; and

(e) approve
or reject the plan of arrangement as proposed or with such amendments as it may
direct.

(5) Where
the court makes an order approving a plan of arrangement, the directors of the
company, if they are still desirous of executing the plan shall confirm the
plan of arrangement as approved by the court whether or not the court has
directed any amendments to be made thereto.

(6) The
directors of the company, upon confirming the plan of arrangement, shall —

(a) give
notice to the persons to whom the order of the court requires notice to be
given; and

(b) submit
the plan of arrangement to those persons for such approval, if any, as the
order of the court requires.

(7) After
the plan of arrangement has been approved by those persons by whom the order of
the court may require approval, articles of arrangement shall be executed by
the company and shall contain —

(a) the
plan of arrangement;

(b) the
order of the court approving the plan of arrangement; and

(8) The
articles of arrangement shall be submitted to the Registrar who shall retain
and register them in the Register.

(9) Upon
registration of the articles of arrangement, the Registrar shall issue a
certificate under his hand certifying that the articles of arrangement have
been registered.

(10)A certificate of arrangement issued by the
Registrar shall be prima facie evidence of compliance with all the
requirements of this Act in respect of the arrangement.

(11)An arrangement is effective on the date the
articles of arrangement are registered by the Registrar or on such date
subsequent thereto, not exceeding 30 days, as is stated in the articles of
arrangement.

81.(1) A member of a
company incorporated under this Act shall be entitled to payment of the fair
value of his shares upon dissenting from —

(a) a
merger, if the company is the surviving company and the member continues to
hold the same or similar shares;

(b) a
consolidation, if the company is a constituent company;

(c) any
sale, transfer, lease, exchange or other disposition of more than 50 percent of
the assets or business of the company, if not made in the usual or regular
course of the business carried on by the company, but not including —

(i) a
disposition pursuant to an order of the court, having jurisdiction in the
matter,

(ii) a
disposition for money on terms requiring all or substantially all net proceeds
to be distributed to the members in accordance with their respective interests
within one year after the date of disposition, or

(iii) a
transfer pursuant to the power described in section 9(2);

(d) a
redemption of his shares by the company pursuant to section 79; and

(e) an
arrangement, if permitted by the court.

(2) A member
who desires to exercise his entitlement under subsection (1) shall give to the
company, before the meeting of members at which the action is submitted to a
vote, or at the meeting but before the vote, written objection to the action;
but an objection is not required from a member to whom the company did not give
notice of the meeting in accordance with this Act or where the proposed action
is authorised by written consent of members without a meeting.

(3) An
objection under subsection (2) shall include a statement that the member
proposes to demand payment for his shares if the action is taken.

(4) Within
20 days immediately following the date on which the vote of members authorizing
the action is taken, or the date on which written consent of members without a
meeting is obtained, the company shall give written notice of the authorization
or consent to each member who gave written objection or from whom written
objection was not required, except those members who vote for, or consented in
writing to, the proposed action.

(5) A member
to whom the company was required to give notice who elects to dissent shall,
within 20 days immediately following the date on which the notice referred to
in subsection (4) is given, give to the company a written notice of his
decision to elect to dissent, stating —

(a) his
name and address:

(b) the
number and classes or series of shares in respect of which he dissents; and

and a member who elects to dissent from a merger
under section 74 shall give to the company a written notice of his decision to
elect to dissent within 20 days immediately following the date on which the
copy of the plan of merger or an outline thereof is given to him in accordance
with section 74.

(6) A member
who dissents shall do so in respect of all shares that he holds in the company.

(7) Upon the
giving of a notice of election to dissent, the member to whom the notice
relates ceases to have any of the rights of a member except the right to be
paid the fair value of his shares.

(8) Within 7
days immediately following the date of the expiration of the period within
which members may give their notices of election to dissent, or within 7 days
immediately following the date on which the proposed action is put into effect,
whichever is later, the company or, in the case of a merger or consolidation,
the surviving company or the consolidated company, shall make a written offer
to each dissenting member to purchase his shares at a specified price that the
company determines to be their fair value; and if, within 30 days immediately
following the date on which the offer is made, the company making the offer and
the dissenting member agree upon the price to be paid for his shares, the
company shall pay to the member the amount in money upon the surrender of the
certificates representing his shares.

(9) If the
company and a dissenting member fail within the period of 30 days referred to
in subsection (8) to agree on the price to be paid for the shares owned by the
member, within 20 days immediately following the date on which the period of 30
days expires, the following shall apply-

(a) the
company and the dissenting member shall each designate an appraiser;

(b) the
2 designated appraisers together shall designate a third appraiser;

(c) the
3 appraisers shall fix the fair value of the shares owned by the dissenting
member as of the close of business on the day prior to the date on which the
vote of members authorising the action was taken or the date on which written
consent of members without a meeting was obtained, excluding any appreciation
or depreciation directly or indirectly induced by the action or its proposal,
and that value is binding on the company and the dissenting member for all
purposes; and

(d) the
company shall pay to the member the amount in money upon the surrender by him
of the certificates representing his shares.

(10) Shares
acquired by the company pursuant to subsection (8) or (9) shall be cancelled
but if the shares are shares of a surviving company, they shall be available
for re-issue.

(11) The
enforcement by a member of his entitlement under this section excludes the enforcement
by the member of a right to which he might otherwise be entitled by virtue of
his holding shares, except that this section does not exclude the right of the
member to institute proceedings to obtain relief on the ground that the action
is illegal.

PART VIIICONTINUATION

82.(1) A company
incorporated under the laws of a jurisdiction outside Seychelles may, if it
will satisfy the requirements prescribed for an International Business Company
by section 5, continue as a company incorporated under this Act as follows —

(a) articles
of continuation, written in the English or French language or, if written in a
language other than the English or French language, accompanied by a
translation in the English or French language certifed by the registered agent
of the company of the articles of continuation, shall be approved —

(i) by a majority of the directors or the other
person who is charged with exercising the powers of the company, or

(ii) in
such other manner as may be established by the company for exercising the
powers of the company;

(b) the
articles of continuation shall contain —

(i) the
name of the company and the name under which it is being continued,

(ii) the
jurisdiction under which it is incorporated,

(iii) the
date on which it was incorporated,

(iv) the
information required to be included in a Memorandum under section 12(1), and

(v) the
amendments to its Memorandum and Articles, or their equivalent, that are to be
effective upon the registration of the articles of continuation;

(c) the
articles of continuation, accompanied by a copy of the Memorandum and Articles
of the company, or their equivalent, written in the English or French language
or, if written in a language other than the English or French language,
accompanied by a translation in the English or French language certified by the
resident agent of the company of the Memorandum and Articles or their
equivalent and, evidence satisfactory to the Registrar that the company, is in
good standing, shall be submitted to the Registrar who shall retain and
register them in the register; and

(d) upon
the registration of the articles of continuation, the Registrar shall issue a
certificate of continuation under his hand certifying that the company is
incorporated under this Act.

(2) A
company incorporated under the laws of a jurisdiction outside Seychelles shall be entitled to
continue as a company incorporated under this Act notwithstanding any provision
to the contrary in the laws of the jurisdiction under which it is incorporated.

83.(1) A company
incorporated under the laws of a jurisdiction outside Seychelles that is permitted under section
82 to continue as a company incorporated
under this Act, may, after complying with section 82(1)(a) and (b), submit to
the Registrar the following documents-

(a) articles
of continuation, accompanied by a copy of its Memorandum and Articles, or their
equivalent, written in the English or French language, or if written in a
language other than the English or French language accompanied by a translation
in the English or French language certified by a director of the company of the
Memorandum, Articles, or their equivalent; and

(b) a
written authorization designating one or more persons who may give notice to
the Registrar, by telefax, telex, telegram, cable or by registered mail, that
the articles of continuation should become effective.

(2) The
Registrar shall not, prior to the receipt of the notice referred to in
subsection (1), permit any person to inspect the documents referred to in
subsection (1) and shall not divulge any information in respect thereof.

(3) Upon
receipt of the notice referred to in subsection (1), the Registrar shall-

(a) register
the documents referred to subsection (1)
in the Register; and

(b) issue
a certificate of continuation under his hand certifying that the company is
incorporated under this Act.

(4) For
purposes of subsection (3), the Registrar may rely on a notice referred to in
subsection (1) sent, or purported to be sent, by a person named in the written
authorization.

(5) Prior to
the registration of the documents referred to in subsection (1), a company may
rescind the written authorization referred to in subsection (1) by delivering
to the Registrar a written notice of rescission.

(6) If the
Registrar does not receive a notice referred to in subsection (1) from a person
named in the written authorization within one year immediately following the
date on which the documents referred to in subsection (1) were submitted to the
Registrar, the articles of continuation are rescinded.

(7) A
company entitled to submit to the Registrar the documents referred to in
subsection (1) may authorize the Registrar to accept as resubmitted the
documents referred to in that subsection, before or after the documents
previously submitted referred to in subsection (1) have been rescinded.

84. A certificate of
continuation issued by the Registrar under section 82(1)(d) or under section
83(3) shall be prima facie evidence of compliance with all requirements of
this Act in respect of continuation.

85.(1) From the time of the issue by the Registrar of a
certificate of continuation under section 82(1)(d) or under section 83(3) —

(a) the
company to which the certificate relates —

(i) continues
to be a body corporate incorporated under this Act, under the name designated
in the articles of continuation,

(ii) is
capable of exercising all powers of a company incorporated under this Act, and

(iii) is no
longer to be treated as a company incorporated under the laws of a jurisdiction outside Seychelles;

(b) the
Memorandum and Articles of the company, or their equivalent, as amended by the
articles of continuation, are the Memorandum and Articles of the company;

(c) property
of every description, including choses in action and the business of the company, continues to be vested in the
company; and

(d) the
company continues to be liable for all of its claims, debts, liabilities, and
obligations.

(2) Where a
company is continued under this Act —

(a) no
conviction, judgement, ruling, order, claim, debt, liability, or obligation due
or to become due and no cause existing, against the company or against any
member, director, officer or agent thereof, is released or impaired by its
continuation as a company under this Act; and

(b) no
proceedings, whether civil or criminal, pending at the time of the issue by the
Registrar of a certificate of continuation under section 82(1)(d) or under
section 83(3) by or against the company, or against any member director,
officer or agent thereof, are abated or discontinued by its continuation as a
company under this Act, but the proceedings may be enforced, prosecuted,
settled or compromised by or against the company or against the member,
director, officer or agent thereof, as the case may be.

(3) All
shares in the company that were outstanding prior to the issue by the Registrar
of a certificate of continuation under section 82(1)(d) or under section 83(3)
in respect of the company shall be deemed to have been issued in conformity
with this Act, but a share that at the time of the issue of the certificate of
continuation was not fully paid remains unpaid, and until the share is paid up,
the member holding the share remains liable for the amount unpaid on the share.

(4) If at
the time of the issue by the Registrar of a certificate of continuation under
section 82(1)(d) or under section 83(3) in respect of the company any
provisions of the Memorandum and Articles of the company do not in any respect
accord with this Act-

(a) the
provisions of the Memorandum and Articles continue to govern the company until
the provisions are amended to accord with this Act or for a period of 2 years
immediately following the date of the issue of the certificate of continuation,
whichever is the sooner;

(b) any
provisions of the Memorandum and Articles of the company that are in any
respect in conflict with this Act cease to govern the company when the
provisions are amended to accord with this Act or after expiration of a period
of 2 years after the date of issue of the certificate of continuation whichever
is the sooner; and

(c) the
company shall make such amendments to its Memorandum and Articles as may be
necessary to accord with this Act within a period that is not later than 2
years immediately following the date of the issue of the certificate of continuation.

86.(1) Subject to
any limitations in its Memorandum or Articles a company incorporated under this
Act may, by a resolution of directors or by a resolution of members, continue
as a company incorporated under the laws of a jurisdiction outside Seychelles
in the manner provided under those laws.

(2) A
company incorporated under this Act that continues as a company incorporated
under the laws of a jurisdiction outside Seychelles does not cease to be a
company incorporated under this Act unless the company has paid all its fees
and any penalty required to be paid under this Act and the laws of the
jurisdiction outside Seychelles permit the continuation and the company has
complied with those laws.

(3) Where
a company incorporated under this Act continues under the laws of a
jurisdiction outside Seychelles —

(a) the
Registrar shall strike off the name of the company from the Register and
publish a notice of the striking off in the Gazette;

(b) the
company continues to be liable for all of its debts, liabilities and
obligations that existed prior to its continuation as a company under the laws
of the jurisdiction outside Seychelles;

(c) no
conviction, judgement, ruling, order, claim, debt, liability or obligation due
or to become due, and no cause existing against the company or against any
member, director, officer or agent thereof, is released or impaired by its
continuation as a company under the laws of the jurisdiction outside
Seychelles; and

(d) no
proceedings, whether civil or criminal, pending by or against the company, or
against any member, director, officer or agent thereof, are abated or
discontinued by its continuation as a company under the laws of the
jurisdiction outside Seychelles, but the proceedings may be enforced,
prosecuted, settled or compromised by or against the company or against the
member, director, officer or agent thereof, as the case may be.

PART IXWINDING-UP, DISSOLUTION AND STRIKING-OFF

87. A company incorporated
under this Act shall commence to wind up and dissolve by a resolution of
directors upon the expiration of such time as may be prescribed in its
Memorandum or Articles for its existence.

88.(1) A company
incorporated under this Act that has never issued shares may voluntarily
commence to wind up and dissolve by a resolution of directors.

(2) Subject
to any limitations in its Memorandum or Articles, a company incorporated under
this Act that has previously issued shares may voluntarily commence to wind up
and dissolve by a resolution of members.

89. Upon the commencement
of a winding-up and dissolution required under section 87 or permitted under
section 88 the directors may-

(a) authorize
a liquidator, by a resolution of directors, to carry on the business of the
company only if the liquidator determines that to do so would be necessary or
in the best interests of the creditors or members of the company; and

(b) determine
to rescind the articles of dissolution only as permitted under section 93.

90.(1) A liquidator shall, upon his
appointment in accordance with this Part and upon the commencement of a
winding-up and dissolution, proceed-

(a) to
identify all assets of the company;

(b) to
identify all creditors of and claimants against the company;

(d) to
distribute any surplus assets of the company to the members in accordance with
the Memorandum and Articles;

(e) to
prepare or cause to be prepared a statement of account in respect of the
actions and transactions of the liquidator: and

(f) to
send a copy of the statement of account to members if so required by the plan
of dissolution required by section 92.

(2) A
transfer, including a prior transfer, described in section 9(2) of all or
substantially all of the assets of a company incorporated under this Act for
the benefit of the creditors and members of the company, is sufficient to
satisfy the requirements of subsection (1)(c) and (d).

91.(1) In order to
perform the duties imposed on him under section 90, a liquidator has all powers
of the company that are not reserved to the members under this Act or in the
Memorandum or Articles, including, but not limited to, the power-

(a) to
take custody of the assets of the company and, in connection therewith, to
register any property of the company in the name of the liquidator or that of
his nominee;

(b) to
sell any assets of the company at public auction or by private sale without any
notice;

(d) to
borrow money from any person for any purpose that will facilitate the
winding-up and dissolution of the company and to pledge or mortgage any
property of the company as security for any such borrowing;

(e) to
negotiate, compromise and settle any claim, debt, liability or obligation of
the company;

(f) to
prosecute and defend, in the name of the company or in the name of the
liquidator or otherwise, any action or other legal proceedings;

(g) to
retain counsel and attorneys, accountants and other advisers and appoint
agents;

(h) to
carry on the business of the company, if the liquidator has received
authorization to do so in the plan of liquidation or by a resolution of directors permitted
under section 89, as the liquidator may determine to be necessary or to be in
the best interest of the creditors or members of the company;

(i) to
execute any contract, agreement or other instrument in the name of the company
or in the name of the liquidator; and

(j) to
make any distribution in money or in other property or partly in each, and if
in other property, to allot the property, or an undivided interest therein, in
equal or unequal proportions.

(2) Notwithstanding
subsection (1)(h), a liquidator shall not, without the permission of the court,
carry on for a period in excess of two years the business of a company that is
being wound up and dissolved under this Act.

92.(1) The
directors of a company required under section 87 or proposing under section 88
to wind up and dissolve the company shall approve a plan of dissolution
containing-

(a) a
statement of the reason for the winding-up and dissolution;

(b) a
statement that the company is, and will continue to be, able to discharge or
pay or provide for the payment of all claims, debts, liabilities and
obligations in full;

(c) a
statement that the winding-up will commence on the date when articles of
dissolution are submitted to the Registrar or on such date subsequent thereto,
not exceeding 30 days, as is stated in the articles of dissolution;

(d) a
statement of the estimated time required to wind up and dissolve the company;

(e) a
statement as to whether the liquidator is authorised to carry on the business
of the company if the liquidator determines that to do so would be necessary or
in the best interest of the creditors of members of the company;

(f) a
statement of the name and address of each person to be appointed a liquidator;
and

(g) a
statement as to whether the liquidator is required to send to all members a
statement of account prepared or caused to be prepared by the liquidator in
respect of his actions or transactions.

(2) If a
winding-up and dissolution is being effected in a case where section 88(2) is
applicable-

(a) the
plan of dissolution shall be authorised by a resolution of members, and the
holders of the outstanding shares of a class or series of shares are entitled
to vote on the plan of dissolution as a class or series only if the Memorandum
or Articles so provide;

(b) if
a meeting of members is to be held, notice of the meeting, accompanied by a
copy of the plan of dissolution shall be given to each member, whether or not
entitled to vote on the plan of
dissolution; and

(c) if
it is proposed to obtain the written consent of members, a copy of the plan of
dissolution shall be given to each member, whether or not entitled to consent
to the plan of dissolution.

(3) After
approval of the plan of dissolution by the directors, and if required, by the
members in accordance with subsection (2), articles of dissolution shall be
executed by the company and shall contain-

(a) the
plan of dissolution; and

(b) the
manner in which the plan of dissolution was authorised.

(4) The
company shall submit the articles of dissolution to the Registrar who shall retain and
register them in the Register and within 30 days immediately following the date
on which the articles of dissolution are submitted to the Registrar, the
company shall cause to be published in the Gazette, a newspaper circulating in
Seychelles, a newspaper circulating in a place where the company has its
principal office and where a company is registered in a branch office, a
newspaper circulating in the country or jurisdiction where the branch office is
situated, a notice stating-

(a) that
the company is in dissolution;

(b) the
date of commencement of the dissolution; and

(5) A
winding-up and dissolution commences on the date the articles of dissolution
are registered by the Registrar or on such date subsequent thereto, not
exceeding 30 days, as is stated in the articles of dissolution.

(6) A
liquidator shall, upon completion of a winding-up and dissolution, submit to
the Registrar a statement that the winding-up and dissolution has been
completed and upon receiving the notice, the Registrar shall-

(a) strike
the company off the Register; and

(b) issue
a certificate of dissolution under his hand certifying that the company has
been dissolved.

(7) Where
the Registrar issues a certificate of dissolution under his hand certifying
that the company has been dissolved-

(a) the
certificate shall be prima facie evidence of compliance with all
requirements of this Act in respect of dissolution; and

(b) the
dissolution of the company is effective from the date of the issue of the
certificate.

(8) Immediately
following the issue by the Registrar of a certificate of dissolution under
subsection (6), the liquidator shall cause to be published, in the manner
provided in subsection (4), a notice that the company has been dissolved and
has been struck off the Register.

(9) A company
that contravenes subsection (4) shall be liable to a penalty of $50 for every
day or part thereof during which the contravention continues.

(10) A
director of a company who knowingly permits the contravention of subsection (4)
by the company or a director or liquidator of a company who contravenes this
section shall be liable to a penalty of $50 for every day or part thereof
during which the contravention continues.

93.(1) In the case
of a winding-up and dissolution permitted under section 88, a company may,
prior to submitting to the Registrar a notice specified in section 92(4),
rescind the articles of dissolution by-

(a) a
resolution of directors in the case of a winding-up and dissolution under
section 88(1); or

(b) a
resolution of members in the case of a winding-up and dissolution under section
88(2).

(2) A
company shall submit a copy of a resolution referred to in subsection (1) to the Registrar who shall retain and
register it in the Register.

(3) Within
30 days immediately following the date on which the resolution referred to in
subsection (1) has been submitted to the Registrar, the company shall cause a
notice stating that the company has rescinded its intention to wind up and
dissolve to be published in the Gazette, in a newspaper circulating in Seychelles, in a newspaper
circulating in the country or place where the company has its principal office
and when the company is registered in a branch office, in a newspaper circulating in the country or jurisdiction where the branch office is situated.

(4) A
company that contravenes this section
shall be liable to a penalty of $50 for every day or part thereof during which
the contravention contiues.

(5) A
director of a company who knowingly permits the company to contravene this
section shall be liable to a penalty of $50 for every day or part thereof during which the contravention continues.

94.(1) Where —

(a) the
directors or, as the case may be, the
members of a company that is required
under section 87 or permitted under
section 88 to wind up and dissolve, at the time of the passing of the
resolution to wind up and dissolve the company, have reason to believe that
the company will not be able to pay or
provide for the payment of or discharge all claims, debts, liabilities and
obligations of the company in full; or

(b) the
liquidator after his appointment has reason so to believe,

then, the directors, the members or the
liquidator, as the case may be, shall immediately give notice of the fact to
the Registrar.

(2) Where
a notice has been given to the Registrar under subsection (1), all winding-up
and dissolution proceedings after the notice has been given shall be in
accordance with the provisions of the Companies Act relating to a
creditors’ voluntary winding-up and
dissolution and those provisions shall apply mutatis mutandis to the
winding-up and dissolution of the company.

95. Notwithstanding the
provisions of this Act relating to winding-up and dissolution, a company
incorporated under this Act may be wound up by the court under any of the
circumstances, insofar as they are applicable to a company incorporated under
this Act, in which a company incorporated under the Companies Act may be wound
up by the court and, in that case, the provisions of the Companies Act relating
to winding-up by the court and dissolution apply mutatis mutandis to the
winding-up and dissolution of the company.

96. The provisions of the
Companies Act regarding receivers and managers govern mutatis mutandis the
appointment, duties, powers and liabilities of receivers and managers of the
assets of any company incorporated under this Act.

97.(1) Notwithstanding
section 6, where the Registrar has reasonable cause to believe that a company
incorporated under this Act

(a) no longer satisfies the requirements prescribed for an International
Business Company by section 5,or

(b) conducts business affairs which are, or are likely to be, contrary to the
laws of Seychelles or
detrimental to the reputation of Seychelles.

the Registrar shall serve on the company a notice
that the name of the company may be struck off the Register if the company no
longer satisfies the requirements referred to in paragraph (a) or conducts such
business affairs as are referred to in paragraph (b)”,.

(2) If
the Registrar does not receive a reply within 30 days immediately following the
date of service of the notice referred to in subsection (1), he shall serve on
the company another notice that the name of the company may be struck off the
Register if a reply to the notice is not received within 30 days immediately
following the date thereof and that a notice of the contemplated striking-off
will be published in the Gazette.

(3) If
the Registrar-

(a) receives
from the company a notice stating that the company no longer satisfies the
requirements prescribed for an International Business Company by section 5, or
that the company conducts such business affairs as are referred to in
subsection (1) (b),”;

(b) does
not receive a reply to a notice served on the company under subsection (2) as
required by the subsection,

he shall publish a notice in the Gazette that the
name of the company will be struck off the Register unless the company or
another person satisfies the Registrar that the name of the company should not
be struck off.

(4) At
the expiration of a period of 90 days immediately following the date of the
publication of the notice under subsection (3), the Registrar shall strike the
name of the company off the Register, unless the company or any other person
satisfies the Registrar that the name of the company should not be struck off, and the Registrar
shall publish notice of the striking-off in the Gazette.

(5) If
a company has failed to pay the increased licence fee payable under paragraph 3
of Part II of the Schedule, the Registrar shall, within 30 days immediately
following the date specified in section 103, publish in the Gazette and serve
on the company a notice stating the amount of the licence fee payable and
stating that the name of the Company will be struck off the register if the
company fails to pay the licence fee on or before the 31st December
next ensuing following a period of ninety days from the date on which the
licence fee increases by 50 percent under paragraph 4 of part II of the
Schedule”

(6) If a company fails to pay the
increased licence fee stated in the notice referred to in subsection (5) by the
31st December referred to in that subsection, the Registrar shall strike the
name of the company off the Register from the 1st January next ensuing.

(7) A
company that has been struck off the Register under this section remains liable
for all claims, debts, liabilities and obligations of the company, and the
striking-off does not affect the liability of any of its members, directors,
officers or agents.

98.(1) If the name of a
company has been struck off the Register under section 97(4) the company, or a
creditor, member or liquidator thereof or any person having an interest in the
company may within 3 years immediately
following the date of striking off, apply to the court to have the name of the
company restored to the Register.

(2) If upon
an application under subsection (1) the court is satisfied that-

(a) at
the time the name of the company was struck off the Register, the company did
satisfy the requirements prescribed for an International Business Company by
section 5; and

(b) it
would be fair and reasonable for the name of the company to be restored to the
Register,

the court may order the name of the company to be
restored to the Register upon payment to
the Registrar of all fees payable by virtue of section 102 and all licence fees
payable by virtue of section 103 without any increase for late payment, and
upon restoration of the name of the company to the Register, the name of the
company is deemed never to have been struck off the Register.

(3) If the
name of a company has been struck off the Register under section 97(6) the
company, or a creditor, member or liquidator thereof, may within 3 years
immediately following the date of the striking-off, apply to the Registrar to
have the name of the company restored to the Register, and upon payment to the
Registrar of-

(a) all
fees due under section 102;

(b) the
licence fee stated in the notice referred to in section 97(5); and

(c) a
licence fee in the amount stated in the notice referred to in paragraph (b) for
each year or part thereof during which the name of the company remained struck
off the Register.

the Registrar shall restore the name of the
company to the Register and upon restoration of the name of the company to the
Register, the name of the company shall be deemed never to have been struck off the Register.

(4) For
purposes of this Part, the appointment of an official liquidator under section
100 operates as an order to restore the name of the company to the Register.

99.(1) Where the
name of a company has been struck off the Register, the company, and the
directors, members, liquidators and receivers thereof, may not legally-

(a) commence
legal proceedings, carry on any business or in any way deal with the assets of
the company;

(b) defend
any legal proceedings, make any claim or claim any right for, or in the name of
the company; or

(2) Notwithstanding
subsection (1), where the name of the company has been struck off the Register,
the company, or a director, member, liquidator or receiver thereof, may-

(a) make
application for restoration of the name of the company to the Register;

(b) continue
to defend proceedings that were commenced against the company prior to the date
of the striking-off; and

(c) continue
to carry on legal proceedings that were instituted on behalf of the company
prior to the date of striking-off.

(3) The fact
that the name of a company is struck off the Register does not prevent-

(a) that
company from incurring liabilities;

(b) any
creditor from making a claim against that company and pursuing the claim
through to judgement or execution; or

100. The court
may appoint a person to be the official liquidator in respect of a company the
name of which has been struck off the Register.

101.(1) If the name
of a company has been struck off in the Register under section 97 and remains
struck off continuously for a period of 3 years, the company shall be deemed to
have been dissolved, but the Registrar may, if he determines that it is in the
best interest of the Republic to do so, apply to the court to have the company
put into liquidation and a person shall be appointed as the official liquidator
thereof.

(2) The
duties of an official liquidator in respect of a company in liquidation
pursuant to subsection (1) are limited to —

(a) identifying
and taking possession of all assets of the company;

(b) calling
for claims by advertisement in the Gazette and in such other manner as he deems
appropriate, requiring all claims to be submitted to him within a period of not
less than 90 days immediately following the date of the advertisement; and

(i) in
satisfaction of all licence fees and penalties due to the Registrar, and

(ii) in
satisfaction pari passu of all other claims admitted by the official liquidator.

(3) In order
to perform the duties with which he is charged under subsection (2), the
official liquidator may exercise such powers as the court may consider
reasonable to confer on him.

(4) The
official liquidator may require such proof as he considers necessary to
substantiate any claim submitted to him
and he may admit, reject or settle claims on the basis of the evidence
submitted to him.

(5) When the
official liquidator has completed his duties, he shall submit a written report
of his conduct of the liquidation proceedings to the Registrar and, upon
receipt of the report by the Registrar, all assets of the company, wherever
situate, that are not disposed of, vest, notwithstanding any other law, in the
Republic and the company is dissolved.

(6) The
official liquidator is entitled to such remuneration out of the assets of the
company for his services as the court approves, but if the company is unable to
discharge all of its claims, debts, liabilities and obligations, payment of the
official liquidator’s remuneration shall be a charge on the Consolidated Fund.

(7) No
liability attaches to an official liquidator-

(a) to
account to creditors of the company who have not submitted claims within the
time allowed by him; or

(b) for
any failure to locate any assets of the company.

PART XFEES AND PENALTIES

102.(1) There shall
be paid to the Registrar in respect of the matters specified in Part I of the
Schedule, the fees so specified.

(2) Notwithstanding
any other written law, all fees, licence fees and penalties due under this Act
shall be paid in United States Dollars.

103. A company the name of which is on the Register on
31st December in any year shall, before the date of the relevant anniversary of
its incorporation, pay to the Registrar an annual licence fee specified in Part
II of the Schedule**.**

104. Any
penalty incurred under this Act shall be paid to the Registrar.

105.(1) Any
registration or other specified fee, licence fee or penalty payable under this
Act that remains unpaid for 30 days immediately following the date on which
demand for payment is made by the Registrar is, notwithstanding any other
written law, recoverable at the instance of the Attorney-General before a
magistrate in civil proceedings as a debt due to the Republic notwithstanding
the amount sought to be recovered.

(2) In any proceedings under subsection
(1), a certificate signed by the Registrar stating the amount of fee or penalty
or both which is due and owing shall be prima facie evidence that the amount is
due and owing without proof of the signature.

106. A company incorporated under this Act continues
to be liable for all registration or other specified fees, licence fees and penalties payable
under this Act notwithstanding the name of the company has been struck off the
Register and all those fees, licence fees and penalties have priority to all
other claims against the assets of the company.

107. All
registration and other specified fees, licence fees and penalties paid under
this Act shall be paid by the Registrar into the Consolidated Fund.

108. The
Registrar may refuse to take action required of him under this Act for which a
fee is prescribed until all fees have been paid.

PART XIEXEMPTIONS

109.(1) A
company incorporated under this Act or a shareholder thereof shall not be subject to any tax or duty on
income or profits accruing to or deriving from such company or in connection
with any transaction to which that company or shareholder, as the case may be,
is a party.

(2) Notwithstanding
any provision of the Stamp Duty Act 1975 —

(a) all
transfers of property to or by a company incorporated under this Act;

(b) all
transactions in respect of the shares, debt obligations or other securities of
a company incorporated under this Act; and

are exempt from the payment of stamp duty.

(3) The
Exchange Control Act shall not apply to a company incorporated under this Act
or to any transactions relating to the securities of or in such company between
the holders of such securities.

(4) The exemptions granted by this section shall remain in force for a period
of twenty years from the date of incorporation of a company under this Act.

109A.(1) All
furniture and equipment imported for the use of an office of a compay
incorporated under this Act and used only for the purpose spcified in section 5
(2)(e) of this Act shall be exempt from the payment of the trades tax under the
Trades Tax Act.

(2) The Social Security Act shall not apply to a
company incorporated under this Act to the extend that the company is an
employer of persons employed in an ofice referred to in section 5(2) of this
Act.

(3) A
company incoporated under this Act and Its expatriate employees in an office
referred to in section 5(2)(e) of this Act shall be exempt from the fee in
respect of a gainful occupation permit issued under the Immigration Decree”,

PART XIIMISCELLANEOUS

110.(1) The Minister
may make regulations for carrying into effect the provisions of this Act or for
prescribing all matters that are required or permitted by this Act to be
prescribed and, without prejudice to the generality of the foregoing, the Minister may , subject to subsection 2,
amend the Schedule.

(2) Where
the Minister under subsection (1) amends the Schedule for the purposes of
increasing any fees set out in the Schedule, a company that was already
incorporated under this Act at the time of the coming into force of the
increased fees shall not be liable to
pay any amount by which the fees are increased.

(3) The
Chief Justice may make rules of court for regulating proceedings before court
under this Act and for specifying fees payable in respect of such proceedings.

111. Any certificate or other document required to be
issued by the Registrar under this Act shall be in such form as the Minister
may approve.

112.(1) The Registrar
shall, upon request by any person issue a certificate of good standing under
his hand certifying that a company
incorporated under this Act is of good standing if the Registrar is satisfied
that-

(a) the
name of the company is on the Register; and

(b) the
company has paid all fees, licence fees and penalties due and payable.

(2) The
certificate of good standing issued under subsection (1) shall contain a
statement as to whether-

(a) the
company has submitted to the Registrar articles of merger or consolidation that
have not yet become effective;

(b) the
company has submitted to the Registrar articles of arrangement that have not
yet become effective;

(d) any
proceedings to strike the name of the company off the Register have been
instituted.

113.(1) Except
as provided in section 83(2) a person may-

(a) inspect
the documents kept by the Registrar pursuant to this Act; and

(b) require
a certificate of incorporation, merger, consolidation, arrangement,
continuation, dissolution or good standing of a company

incorporated under this Act, or a copy or an
extract of any document or any part of a document of which he has custody, to
be certified by the Registrar and a certificate of incorporation, merger,
consolidation, arrangement, continuation, dissolution or good standing or a
certified copy of extract shall be prima facie evidence of the matters
contained therein.

(2) A
document or a copy or an extract of any document or any part of a document
certified by the Registrar under subsection (1) is admissible in evidence in
any proceedings as if it were the original document.

114. For purposes
of determining matters relating to title and jurisdiction but not for purposes
of taxation, the situs of the ownership of shares, debt obligations or other
securities of a company incorporated under this Act shall be Seychelles.

115.(1) A
company incorporated under this Act may without the necessity of joining any
other party, apply to the court, by petition supported by an affidavit, for a
declaration on any question of interpretation of this Act or of the Memorandum
or Articles of the Company.

(2) A person
acting on a declaration made by the court as a result of a petition under
subsection (1) shall be deemed, in so far as regards the discharge of any
fiduciary or professional duty, to have properly discharged his duties in the
subject matter of the petition and in exercising the jurisdiction, the judge
may award such costs as may be just.

SCHEDULE

Section 102(1)

Part I

REGISTRATION

AND OTHER SPECIFIED FEES

There
shall be paid to the Registrar the following fees —

(a) $100
upon the registration by the Registrar of a company incorporated under this Act
the authorised capital of which is $5,000 or less;

(b) $300
upon the registration by the Registrar of a company incorporated under this Act
the authorised capital of which does not
exceed $50,000 and all the shares of which have a par value;

(c) $1,000
upon the registration by the Registrar of a company incorporated under this Act
the authorised capital of which exceeds $50,000;

(d) $50
upon the registration by the Registrar of an amendment to the Memorandum or
Articles of a company incorporated under this Act;

(e) $500
upon the registration by the Registrar of articles of merger or consolidation,
but $700 in the case of articles of merger or consolidation that also
constitute the Memorandum of a company the authorised capital of which, exceeds
$50,000 or that amend the Memorandum of a surviving company to increase the
authorised capital from $50,000 or less to more than $50,000;

(f) $500
upon the registration by the Registrar of articles of arrangement, but $700 in
the case of articles of arrangement that also constitute the Memorandum of a
company the authorised capital of which exceeds $50,000 or that amend the
Memorandum of a company to increase the authorised capital from $50,000 or less
to more than $50,000;

(g) (i) $100 upon the submission to the
Registrar of articles of continuation for a company the authorised capital of
which does not exceed $5,000

(ii) $300 upon the submission to the Registrar of articles of continuation for
a company the authorised capital of which does not exceed $50,000 and shares of
which have a par value;

(iii) $350 upon the submission to the Registrar of articles of continuation for
a company the authorised capital of which does not exceed $50,000 and shares of
which have no par value;

(h) $1,000
upon the submission to the Registrar of articles of continuation for a company
the authorised capital of which exceeds $50,000;

(i) $100 upon the registration by the
Registrar of articles of dissolution;

(j) $100
upon the registration by the Registrar of resolution rescinding articles of
dissolution;

(k) $25
upon the issue by the Registrar of a certificate of incorporation, merger,
consolidation, arrangement, continuation, dissolution or good standing other
than at the time of the registration of company incorporated under this Act or
at the time of the merger, consolidation, arrangement or dissolution, as the
case may be to such company or to its registered agent or shareholder and $100
upon the issue of any such document to any other person.

(l) $15
upon the issue by the Registrar of a copy or extract, whether or not certified,
of a document or part of a document to a company incorporated under the Act or
to its registered agent or to its shareholders, other than a certificate of incorporation, merger, consolidation,
arrangement, continuation, dissolution or good standing and $100 upon the issue
of such copy or extract to any other person;”;

(m) $10
for an inspection of the documents kept by the Registrar pursuant to this Act
by a company incorporated under the Act or by its registered agent or by its
hareholders and $100 for an inspection of such documents by any other person;”;

(n) upon
the restoration by the Registrar of a company incorporated under this Act, the
name of which was struck off the Register-

(i) $300 if
the restoration is applied for within 6 months immediately following the
striking of the name off the Register; or

(ii) $600
if the restoration is applied for more than 6 months immediately following the
striking of the name off the Register;

(o) $10
for an inspection of each entry in the Register of International Business
Companies by a company incorporated under the Act or by its registered agents
or by its shareholders and $100 for an inspection of such an entry by any other
person.

(p) $500
upon submission to the Registrar of document referred to in section 83(1);

(q) $100
upon resubmission to the Registrar of the documents referred to in section
83(7);

(r) $350
upon the registration by the Registrar of a company incorporated under this Act
if the authorised capital of the company does not exceed $50,000 and some or
all of its shares have no par value, or

(s) $275
upon the registration by the Registrar of a notice of increase or decrease of
authorised capital of a company incorporated under this Act, but $600 in the
case of a notice of increase of authorised capital from $50,000 or less to more
than $50,000.

Section 103(1)

Part II

Annual Licence Fee

A
company the name of which is on the Register on 31st December in any year
shall, before the date of the relevant anniversary of its incorporation under
the Act pay to the Registrar an annual licence fee as follows —

(a) $100
if its authorised capital does not exceed $5,000;

(b) $300
if its authorised capital does not
exceed $50,000 and its shares have a par value;

(d) $350
if its authorised capital does not exceed $50,000 and some or all of its shares
have no par value, or

If a
company fails to pay the amount due as the licence fee under paragraph 2 by the
date specified therein, the licence fee increases by 10 per cent of that amount.
If a
company fails to pay the amount due as an increased licence fee under paragraph
3 90 days after the date when it becomes due, then, the licence fee increases
by 50 per cent of the licence fee specified in paragraph 2.

Part III

Section 11(1)

WORD OR COMMBINATION OF WORD	ABBREVIATION
Spolecnost s. rvcenin omezenym	S.R.O.
Limita	LTDA.
Compagnie	CIE
Company	CO.
Società per Azioni	S.P.A.
Societé par action	s.p.a.
Részvény Társaság	R.T.
Osakkeyhtiä	Oy
Részvénytársaság	Rt
Akciová společnost	a.s.
Akciová spoločnosť	a.s.
Dioníčko društvo	d.d.
Delniska druzba	D.D.
Аktsionernoye Obschestvo	A.O.
Osakeyhtiö	OY
Aktiengesellschaft	AG
Anstalt	Est
Gesellschaft mit beschränkter Haftung	GmbH
Société a responsabilité limité	S.à.r.l.
Anpartsselskab	ApS
Aktieselskab	A/S
Società a responsabilità Limitada	S.r.l
Sociedad Limitada	S.L.
Spólka Akcyjna	S.A.
Spólka z organiczoną odpowiedzialnoścoą	Sp.z
Private limited company	o.o
Close Corporation	CC
(Proprietory) Limited	(Pty) Ltd
Eteria periorismenis efthynis	E.P.E.
Limited	Ltd
Corporation	Corp.
Incorporated	Inc.
Société Anonyme or sociedad Anomina	S.A.
Public Limited Company	PLC
Societe, a Responosabilité Limité	S.A.R.L.
Berhad	Bhd
Proprietary	Pty
Namloze Vennootschap	N.V
Besloten Vennootschap	B.V
Aktiengesellschaft	A.G
Limited Life Company	LLC

INTERNATIONAL BUSINESS COMPANIES ACT, 1994****ARRANGEMENT OF SECTIONS

PART IPRELIMINARY

PART IICONSTITUTION OF COMPANIES

PART IIICAPITAL AND DIVIDENDS

PART IVREGISTERED OFFICE AND AGENT

PART VDIRECTORS, OFFICERS, AGENTS AND LIQUIDATORS

PART VIPROTECTION OF MEMBERS AND CREDITORS

PART VIIMERGER, CONSOLIDATION, SALEOF ASSETS,

FORCED REDEMPTIONS, ARRANGEMENTS AND

DISSENTERS

PART VIIICONTINUATION

PART IXWINDING UP, DISSOLUTION AND STRIKING OFF

PART XFEES AND PENALTIES

PART XIEXEMPTIONS

PART XIIMISCELLANEOUS

SCHEDULE

PART I

REGISTRATION AND OTHER SPECIFIED FEES

PART II

ANNUAL LICENCE FEE

INTERNATIONAL BUSINESS COMPANIES ACT, 1994

An Act to provide for the Incorporation, Registration and

Operation of International Business Companies

PART IPRELIMINARY

PART IICONSTITUTION OF COMPANIES

PART IIICAPITAL AND DIVIDENDS

PART IVREGISTERED OFFICE AND AGENT

PART VDIRECTORS, OFFICERS, AGENTS AND LIQUIDATORS

PART VIPROTECTION OF MEMBERS AND CREDITORS

PART VII

MERGER, CONSOLIDATION, SALEOF ASSETS FORCED REDEMPTIONS, ARRANGEMENTS AND DISSENTERS

PART VIIICONTINUATION

PART IXWINDING-UP, DISSOLUTION AND STRIKING-OFF

PART XFEES AND PENALTIES

PART XIEXEMPTIONS

PART XIIMISCELLANEOUS

SCHEDULE

Part I

REGISTRATION

Part II

Annual Licence Fee

Part III

Section 11(1)

WORDOR COMMBINATION OF WORD

ABBREVIATION

Delniskadruzba

АktsionernoyeObschestvo

Aktiengesellschaft

Нужна консультация по теме?

WORD
OR COMMBINATION OF WORD

Delniska
druzba

Аktsionernoye
Obschestvo