[10th August 2016]

Supplement of the Official Gazette

INTERNATIONAL BUSINESS COMPANIES ACT, 2016
(Act 15 of 2016)
ARRANGEMENT OF SECTIONS

Sections
PART I – PRELIMINARY
1.
2.
3.
4.

Short title and commencement date
Interpretation
Associated companies
Application of this Act

PART II – COMPANY INCORPORATION
Sub-Part I – Types of international business companies
5.
6.
7.
8.

Definition of international business companies
Companies which may be incorporated or continued
Protected cell companies
Limited life companies

Sub-Part II – Incorporation of companies
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.

Application to incorporate a company
Incorporation of a company
Effect of incorporation
Annual fee
Memorandum of association
Content of the memorandum of association
Memorandum of company with shares
Memorandum of company with guarantee members
Memorandum may specify objects
Memorandum or articles of limited life company
Language of memorandum
Articles of association
Language of articles

Sub-Part III – Amendment and restatement of memorandum or articles
22.
23.
24.

Amendment of memorandum or articles
Registration of amendments to memorandum or articles
Restated memorandum or articles

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PART III – COMPANY NAMES
25.
26.
27.
28.
29.
30.
31.
32.

Requirements as to names
Restrictions on company names
Rights and interests in names
Language of company names
Reservation of names
Change of namePower to require change of name
Reuse of company namePART IV – COMPANY CAPACITY AND POWERS
33.
34.
35.
36.
37.
38.
39.
40.
41.

Capacity and powers
Validity of acts of company
Personal liability
Dealings between a company and other persons
Contracts generally
Pre-incorporation contracts
Powers of attorney
Company seal
Authentication or attestation

PART V – SHARES
Sub-Part I – General
42.
43.
44.
45.
46.
47.
48.

Nature of shares
Share rights
Distinguishing numbers
Series of shares
Par value and no par value shares
Fractional shares
Bearer shares prohibited

Sub-Part II – Issue of shares
49.
50.
51.
52.
53.
54.
55.
56.
57.
58.

Issue of shares
Consideration for shares
Provision for different amounts to be paid on shares
Shares issued for consideration other than money
Time of issue
Consent to issue certain sharesPower to issue shares at a discountPower of company to pay commissions
Pre-emptive rights
Share certificates[10th August 2016]

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Supplement of the Official Gazette

Sub-Part III – Transfer of shares
59.
60.
61.
62.
63.
64.
65.
66.

Transferability of shares
Transfer of deceased member‘s share by personal representative
Transfer by operation of law
Transfer of shares
Refusal to register transfer
Loss of instrument of transfer
Time of transfer of share
Transfer of securities through clearing agencies and securities facilities

Sub-Part IV – Distributions
67.
68.
69.
70.
71.
72.

Meaning of „solvency test“Meaning of „distribution“
Meaning of „dividend“Distributions
Cellular and non-cellular distributions by protected cell company
Recovery of distributions made when company did not satisfy solvency test

Sub-Part V – Redemption and purchase of own shares
73.
74.
75.
76.
77.
78.
79.

Company may redeem or purchase its own shares
Process for redemption or purchase of own shares
Offer to one or more shareholders under section 74(1)(b)Shares redeemed at the option of a shareholder
Redemptions or purchases deemed not to be a distribution
Treasury shares
Transfer of treasury shares

Sub-Part VI – Alteration of capital
80.
81.
82.
83.
84.
85.
86.
87.
88.

Alteration of capital of par value companies
Alteration of capital of no par value companies
Forfeiture of share
Reduction of share capital
Application to Court for order of confirmation
Court order confirming reduction
Registration of order and minute of reduction
Liability of members on reduced shares
Penalty for concealing name of creditor, etc

Sub-Part VII – Security over shares
89.
90.
91.
92.
93.
94.
95.
96.

Interpretation
Right to pledge shares
Form of pledge of shares
Pledge of shares governed by Seychelles law
Exercising power of sale under a Seychelles law pledge of shares
Pledge of shares governed by foreign law
Application of enforcement monies
96. Annotating and filing of register of members

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Sub-Part VIII – Conversion of par value shares into no par value shares and vice versa
97.
98.

Conversion of shares in par value companies
Conversion of shares in no par value companies

PART VI – MEMBERSHIP
Sub-Part I – Members
99.
100.
101.
102.
103.

Minimum number of members
Requirement for company limited by shares and guarantee
Minors and incapacitated adults
Liability of members
Service on members

Sub-Part II – Register of members
104.
105.
106.
107.
108.

Register of members
Nature of register
Register of members of listed companies
Inspection of register of members
Rectification of register of members

Sub-Part III – Members Meetings and Resolutions
109.
110.
111.
112.
113.
114.
115.
116.
117.
118.
119.
120.
121.
122.
123.
124.
125.
126.
127.

Resolutions
Ordinary resolutions
Ordinary resolutions may be required to have a higher proportion of votes
Special resolutions
Special resolutions may be required to have a higher proportion of votes
Convening of members meetings
Notice of meetings of members
QuorumAttending meeting by telephone or other electronic means
Representation of body corporate at meetings
Jointly owned shares
Proxies
Demand for poll
Written consent resolutions of members
Court may order meeting
Resolution passed at adjourned meeting
Keeping of minutes and resolutions of members
Location of minutes and resolutions of members
Inspection of minutes and resolutions of members

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Supplement of the Official Gazette

PART VII – DIRECTORS
Sub-Part I – Management of companies
128.
129.
130.
131.
132.

Management of company
Carrying out of company obligations by directors
Minimum number of directors
De facto directors
Delegation of powers

Sub-Part II – Appointment, Removal and Resignation of Directors
133.
134.
135.
136.
137.
138.
139.
140.
141.
142.
143.

Eligibility of directors
Appointment of directors
Nomination of Reserve directors
Cessation of nomination of Reserve directors
Removal of directors
Resignation of directors
Appointment of alternate directors
Rights and duties of alternate directors
Emoluments of directors
Continuing liability
Validity of acts of director

Sub-Part III – Duties of Directors and Conflicts
144.
145.
146.
147.
148.
149.

Duties of directors
Directors of subsidiaries, etc
Avoidance of breach
Reliance on records and reports
Disclosure of interest
Avoidance by company of transactions in which director is interested

Sub-Part IV – Register of Directors
150. Register of directors
151. Inspection of register of directors
152. Filing of register of directors with Registrar
Sub-Part V – Directors Meetings and Resolutions
153.
154.
155.
156.
157.
158.

Meetings of director
Notice of meeting of directors
Resolutions of directors
Keeping of minutes and resolutions of directors
Location of minutes and resolutions of directors
Inspection of minutes and resolutions of directors

Sub-Part VI – Indemnification and insurance
159. Indemnification
160. Insurance5

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PART VIII – ADMINISTRATION
Sub-Part I – Registered Office161. Registered office162. Change of registered office163. Change of registered office where registered agent changes address
Sub-Part II – Registered Agent
164.
165.
166.
167.
168.
169.

International business company to have registered agent
Appointment of registered agent
Deemed amendment of memorandum, where registered agent changes company nameResignation of registered agent
Registered agent ceasing to be eligible to act
Change of registered agent

Sub-Part III – General Provisions
170.
171.
172.
173.

Company‘s name to appear in its correspondence, etc
Annual return
Service of documents
Furnishing of records

Sub-Part IV – Accounting Records
174. Keeping of accounting records
175. Location and preservation of accounting records
176. Inspection of accounting records by directors

PART IX – CHARGES OVER COMPANY PROPERTY
177.
178.
179.
180.
181.
182.
183.
184.
185.
186.
187.
188.

Interpretation
Company may charge its assets
Register of charges
Inspection of register of charges
Registration of charges
Variation of registered charges
Satisfaction or release of charge
Priorities among relevant charges
Priorities relating to pre-existing charges
Exceptions with respect to priorities
Enforcement of charge governed by Seychelles law
Exercising power of sale under a Seychelles law charge

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7

PART X – CONVERSIONS
Sub-Part I – General provisions
189. Interpretation
190. Declaration of compliance191. Conversions not a default
Sub-Part II – Conversion of an ordinary company into an international business company andvice-versa
192.
193.
194.
195.

Conversion of ordinary company into international business company
Effect of conversion of ordinary company into international business company
Conversion of international business company into ordinary company
Effect of conversion of international business company into ordinary company

Sub-Part III – Conversion of non-cellular company into protected cell company and vice-versa
196.
197.
198.
199.

Conversion of non-cellular company into a protected cell company
Effects of conversion of non-cellular company into protected cell company
Conversion of protected cell company into non-cellular company
Effects of conversion of protected cell company into non-cellular company

PART XI – MERGERS, CONSOLIDATIONS AND ARRANGEMENTS
Sub-Part I – Mergers and Consolidations
200.
201.
202.
203.
204.
205.

Interpretation
Approval of merger or consolidation
Registration of merger or consolidation
Merger with subsidiary
Effect of merger or consolidation
Merger or consolidation with foreign company

Sub-Part II – Disposition of Assets
206. Approvals in respect of certain dispositions of assets
Sub-Part III – Forced Redemptions
207. Redemption of minority shares
Sub-Part IV – Arrangements
208. Arrangements
209. Arrangement where company in voluntary liquidation
Sub-Part V – Dissenters210. Rights of dissenters
Sub-Part VI – Schemes of Compromise or Arrangement
211. Court application in respect of schemes of compromise or arrangement

8Supplement of the Official Gazette[10th August 2016]

PART XII – CONTINUATION
212.
213.
214.
215.
216.
217.
218.

Continuation of foreign companies in Seychelles
Articles of continuation
Application to continue in Seychelles
Continuation
Effect of continuation under this Act
Continuation outside Seychelles
Effect of continuation outside of Seychelles

PART XIII – PROTECTED CELL COMPANIESSub-Part I – Interpretation
219. Interpretation of this Part
Sub-Part II – Formation
220.
221.
222.
223.

Companies which can be protected cell companies
Consent of Authority required
Determination of applications to and other decisions of Authority
Appeals from determinations and other decisions of Authority

Sub-Part III – Status, Cells and Cell Shares
224.
225.
226.
227.

Status of protected cell companies
Creation of cells
Demarcation of the core
Cell securities

Sub-Part IV – Assets and Liabilities
228.
229.
230.
231.
232.
233.
234.
235.
236.

Cellular and core assets
Recourse agreements
Position of creditors
Recourse to cellular assets by creditors
Recourse to core assets by creditors
Liability of cellular assets
Liability of core assets
Disputes as to liability attributable to cells
Attribution of core assets and liabilities

Sub-Part V – Dealings with and Arrangements within Protected Cell Companies
237. Company to inform persons they are dealing with a protected cell company
238. Transfer of cellular assets from protected cell company
239. Arrangements between cells affecting cellular assets, etc[10th August 2016]

Supplement of the Official Gazette

Sub-Part VI – Receivership Orders
240.
241.
242.
243.
244.
245.

Receivership orders in relation to cells
Applications for receivership orders
Functions of receiver and effect of receivership order
Discharge and variation of receivership orders
Remuneration of receiver
Information to be given by receiver

Sub-Part VII – Administration Orders
246.
247.
248.
249.
250.
251.

Administration order in relation to protected cell companies or cells
Application for administration order
Functions of administrator and effect of administration order
Discharge and variation of administration order
Remuneration of administrator
Information to be given by administrator

Sub-Part VIII – Liquidation of Protected Cell Companies
252. Provisions in relation to liquidation of protected cell company
Sub-Part IX – General
253. Liability to criminal penalties

PART XIV – INVESTIGATIONS OF COMPANIES
254.
255.
256.
257.
258.
259.
260.
261.

Definition of „inspector“Investigation order
Court‘s powers
Inspector‘s powers
Hearing in camera
Offences relating to false information
Inspector‘s report to be evidence
Privilege

PART XV – PROTECTION OF MEMBERS
262. Power for member to apply to Court
263. Power for the Registrar to apply to Court
264. Powers of Court

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PART XVI – DISQUALIFICATION ORDERS
265.
266.
267.
268.
269.
270.
271.

Disqualification orders
Ground for making a disqualification order
Right of appeal to the Court of Appeal
Variation of disqualification orders
Revocation of disqualification orders
Consequences of breaking a disqualification order
Register of disqualification orders

PART XVII – STRIKING OFF, WINDING UP AND DISSOLUTION
Sub-Part I – Striking off and dissolution
272.
273.
274.
275.
276.
277.
278.
279.
280.

Striking off
Appeal against striking off
Effect of striking off
Dissolution of company struck off the Register
Restoration of company to the Register by Registrar
Court application to restore company to Register
Appointment of liquidator of company struck off
Undistributed property of dissolved company
Disclaimer

Sub-Part II – Voluntary Winding Up of Solvent Company
281.
282.
283.
284.
285.
286.
287.
288.
289.
290.
291.
292.
293.
294.
295.
296.
297.

Application of this Sub-Part
Voluntary winding up plan
Commencement of voluntary winding up of solvent company
Eligibility to be liquidator under this Sub-Part
Filing with Registrar
Notice of voluntary winding up
Effect of commencement of voluntary winding up
Duties of liquidator under this Sub-Part
Powers of liquidator in voluntary winding up under this Sub-Part
Vacancy in office of liquidator under this Sub-Part
Resignation of liquidator under this Sub-Part
Removal of liquidator under this Sub-Part
Rescission of voluntary winding up
Termination of voluntary winding up by the Court
Power to apply to Court for directions
Interim account of conduct of winding up
Dissolution[10th August 2016]

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Sub-Part III – Voluntary Winding Up of Insolvent Company
298.
299.
300.
301.
302.
303.
304.
305.
306.
307.
308.

Application of this Sub-Part
Meaning of „insolvent“
Where company found to be insolvent
Commencement of voluntary winding up of insolvent company
Application of certain provisions of Sub-Part II to this Sub-Part
Filing with Registrar
Notice of voluntary winding up
Liquidator to call first meeting of creditors
Examination of liquidator‘s accounts by creditors
Statement of account of the winding up prior to dissolution
Dissolution

Sub-Part IV – Compulsory Winding Up by Court
309.
310.
311.
312.
313.
314.
315.
316.
317.
318.
319.
320.
321.
322.
323.
324.
325.
326.

Application for compulsory winding up
Circumstances in which Court may wind company up
Authority may be heard on winding up application
Ground on which Registrar, Authority or Minister may make winding up application
Power to restrain proceedings and appoint provisional liquidator
Powers of Court on hearing application
Appointment of liquidator in compulsory winding up
Liquidator‘s remuneration
Filing with Registrar
Notice of compulsory winding up
Liquidator to call first meeting of creditors
Consequences of appointment of liquidator and compulsory winding up Order
Powers of a liquidator appointed by the Court
Resignation, removal or death of liquidator
Examination of liquidator‘s accounts by creditors
Power to apply to Court for directions
Statement of account of the compulsory winding up prior to dissolution
Dissolution

Sub-Part V – Provisions of General Application in Winding Up
327.
328.
329.
330.
331.
332.
333.
334.
335.
336.
337.
338.

Interpretation
Liquidator to call meetings of creditors
Distribution of company assets
Expenses of winding up
Secured creditors
Preferential payments
No share transfers after commencement of winding up
Company to be notified of winding up application
Hearing in camera
Company not to undertake business once dissolved
Remedy against delinquent officers
Improper preferences in or prior to winding up

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Supplement of the Official Gazette[10th August 2016]

PART XVIII – FRAUDULENT AND WRONGFUL TRADING
339.
340.
341.
342.
343.

Offence of fraudulent trading
Civil liability for fraudulent trading
Civil liability of directors for wrongful trading
Civil liability of directors for wrongful trading: cells of protected cell company
Proceedings under sections 340, 341 or 342

PART XIX – REGISTRAR
344.
345.
346.
347.
348.
349.
350.
351.
352.
353.
354.

Registrar of International Business Companies
Official seal
Registers
Inspection of documents filed
Copies of documents filed
Optional registration of specified registers
Optional filing of annual financial statements by international business companies
Certificate of good standing
Certificate of official search
Form of documents to be filed
Penalty fees and the Registrar‘s right to refuse to take action

PART XX – OBLIGATIONS RELATING TO BENEFICIAL OWNERS
355.
356.
357.
358.
359.
360.

Register of beneficial owners: definitions and interpretation
Register of beneficial owners
Inspection of register of beneficial owners
Rectification of register of beneficial owners
Company‘s duty to seek beneficial ownership information
Disclosure of beneficial ownership information

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13

PART XXI – MISCELLANEOUS PROVISIONS
361.
362.
363.
364.
365.
366.
367.
368.
369.
370.
371.
372.
373.
374.
375.
376.
377.
378.
379.
380.
381.
382.

Exemption from specified laws
Stamp duty
Minimum period of exemptions and concessions
Form of records
Delivery of electronic records generally
Deemed delivery by website publication
Delivery of electronic records to the Registrar
Offences
Accessories and abettors
Liability for false statements
Power of Court to grant relief
Declaration by Court
Judge in chambers
Appeals against Registrar‘s decisions
Legal professional privilege
Immunity
Inspections
Non-disclosure obligation and permitted exceptions
Position with respect to other laws
Regulations
Repeal of law
Modification of Civil Code of Seychelles with respect to companies

PART XXII – TRANSITIONAL PROVISIONS
383.
384.
385.
386.
387.
388.
389.
390.
391.

Former Act companies automatically re-registered under this Act
Certificate of re-registration where former Act company re-registered automaticallyEffect of automatic re-registration under this Act
Restoration of former Act companies struck off the register maintained under the former Act
Restoration of dissolved former Act companies
Delivery of records
Transition for former Act companies
Transition for all companies
References to companies in other enactments

FIRST SCHEDULE – INCORPORATION OR CONTINUATION APPLICATIONSECOND SCHEDULE – FEES
THIRD SCHEDULE – RESTRICTED WORDS
FOURTH SCHEDULE – LANGUAGE OF COMPANY NAMESFIFTH SCHEDULE – REUSE OF COMPANY NAMESSIXTH SCHEDULE – ANNUAL RETURN CONTENT

14[10th August 2016]

Supplement of the Official Gazette

INTERNATIONAL BUSINESS COMPANIES ACT, 2016
(Act 15 of 2016)

I assent

J.A. Michel
President
4th August, 2016

AN ACT to consolidate and modernise the law relating to the International
Business Companies in line with the changes in the international field and formatters connected therewith or incidental thereto.
ENACTED by the President and the National AssemblyPART I – PRELIMINARY

1.

This Act may be cited as the International Business Companies Act 2016 andshall come into operation of such date as the Minister may, by notice in theGazette appoint.

Short title andcommencement

2.

In this Act, unless the context otherwise requires —„acceptable translator“ means person who is —Interpretation(a)in respect of a language other than English or French, for the purposesof this Act capable of translating that language into English or French,
as applicable; and(b)acceptable to the Registrar as a translator in accordance with suchrequirements as may be specified in written guidelines issued by theRegistrar;

[10th August 2016]

Supplement of the Official Gazette„accounting records“, in relation to a company, means documents in respect of—(a)the company‘s assets and liabilities;(b)

the receipts and expenditure of the company; and(c)the sales, purchases and other transactions to which the company isparty;„Act commencement date“ means the date on which this Act comes into force;„Appeals Board“ means the Appeals Board established under the Financial
Services Authority (Appeals Board) Regulations 2014;„approved form“ means a form approved by the Registrar or the Authority inaccordance with section 353;
„articles“ means the original, amended or restated articles of association of acompany;„associated company“ means as defined in section 3(2);„authorised capital“, in relation to a company, means —(a)in the case of a par value company, the maximum amount of sharecapital that the company is authorised by its memorandum to issue;(b)in the case of a no par value company, the maximum number, if any,of no par value shares that the company is authorised by its
memorandum to issue;„Authority“ means the Financial Services Authority as established by the
Financial Services Authority Act;
“Authority‘s Website“ means the Authority‘s principal public access internet
websitefor the time being maintained by or on behalf of the Authority;„bearer share“ means a share represented by a certificate which —(a)does not record the owner‘s name; and(b)states to the effect that the bearer of the certificate is the owner of theshare;„board“, in relation to a company, means —(a)the board of directors, committee of management or other governing
authority of the company; or(b)

if the company has only one director, that director;„body corporate“ includes a company, a corporation registered under theCompanies Act and a body corporate incorporated outside Seychelles, but does
not include an unincorporated association oran unincorporated partnership;„business day“ means any day other than a Saturday, Sunday or public holiday
in Seychelles;

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Supplement of the Official Gazette[10th August 2016]„cell“ means a cell of a protected cell company;„class of members“, in respect of a protected cell company, includes —(a)the members of a cell of the company; and(b)

any class of members of a cell of the company;„company“ means —(a)an international business company; or(b)a former Act company;„company limited by shares“ means a company —(a)whose memorandum limits the liability of all its members to theamount (if any) unpaid on the shares respectively held by its members;
and

(b)

which is —(i)

incorporated with a share capital comprising par value
shares; or(ii)authorised to issue no par value shares;„company limited by guarantee“ means a company whose memorandum limits
the liability of all its members to a fixed amount which each member thereby
undertakes, by way of guarantee and not by reason of holding any share, tocontribute to the assets of the company if it is wound up;„company limited by shares and guarantee“ means a company —(a)whose memorandum limits the liability of one or more of its members
to a fixed amount which each member thereby undertakes, by way ofguarantee and not by reason of holding any share, to contribute to theassets of the company if it is wound up;(b)whose memorandum limits the liability of one or more its members to
the amount (if any) unpaid on the shares respectively held by its
members; and(c)which is —(i)

incorporated with a share capital comprising par value
shares; or(ii)authorised to issue no par value shares;„Court“ means the Supreme Court of Seychelles;[10th August 2016]

Supplement of the Official Gazette„director“, in relation to a company, a foreign company and any other body
corporate, includes a person occupying or acting in the position of director bywhatever name called;„dissolved“, in relation to a company, means dissolved under this Act or any
other written law of Seychelles;„distribution“ means as defined in section 68;„dividend“ means as defined in section 69;„document“ means a document in any form and includes —(a)any writing on any material;(b)a book, graph, drawing or other pictorial representation or image;(c)

information recorded or stored by any electronic or othertechnological means and capable with or without the aid of any
equipment of being reproduced;„electronic form“ with reference to information means any information
generated, sent, received or stored in any computer storage media such as
magnetic, optical, computer memory or other similar devices;„electronic record“ means data, record or data generated, image or sound stored,
received or sent in an electronic form and includes any electronic code or device
necessary to decrypt or interpret the electronic record;„executive“, in relation to a company, means a person employed in an executive
or managerial capacity;„foreign company“ means a body corporate that is incorporated or registeredunder the laws of a jurisdiction outside Seychelles;„former Act“ means the International Business Companies Act 1994 repealed
by section 381;
„former Act company“ means a company which was incorporated or continued
under the former Act;
„guarantee member“, in relation to a company, means a person —(a)being a member whose liability in his capacity as such a member islimited by the company‘s memorandum to the amount which hethereby undertakes, by way of guarantee and not by reason of holding
any share, to contribute to the assets of the company if it is wound up;
and

(b)

whose name is entered in the register of members as a guarantee
member;17

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Supplement of the Official Gazette[10th August 2016]„international business company“ means as defined in section 5(1);„incapacitated adult“ means a person, other than a minor, who under the written lawof Seychelles does not have legal capacity;„limited company“ means —(a)a company limited by shares;(b)

a company limited by guarantee; or(c)a company limited by shares and guarantee;„limited life company“ means a limited life company as defined in section 8(1);„member“, in relation to a company, means a person whose name is entered in
the company‘s register of members as —(a)a shareholder; or(b)a guarantee member;„memorandum“ means the original, amended or restated memorandum ofassociation of a company;„Minister“ means the Minister responsible for Finance;„minor“ means an individual under the age of eighteen;„non-cellular company“ means an international business company which is not
a protected cell company;„no par value company“ means a company which is —(a)authorised to issue no par value shares; and(b)

not authorised to issue par value shares, whether or not it also has
guarantee members;„no par value share“ means a registered share which is not expressed as having
nominal value;„officer“, in relation to a company, means a director, executive, secretary or
liquidator;„Official Seal“ means the official seal of the Registrar as provided for in section
345;„ordinary company“ means a company registered under the Companies Act;
„ordinary resolution“ means an ordinary resolution of members as defined in
section 110;„parent“, in relation to a company, foreign company or other body corporate,means as defined in section 3(1)(b);[10th August 2016]

Supplement of the Official Gazette„par value company“ means a company which is —(a)registered with share capital comprising par value shares; and(b)

not authorised to issue no par value shares, whether or not it also has
guarantee members;„par value share“ means a registered share which is expressed as having
nominal value;„personal representative“ means the executor or administrator for the time beingof a deceased person;„protected cell company“ means an international business company to which
section 7 applies;„records“ means documents and other records however stored;„registered agent“ means, in relation to a company, the person who is thecompany‘s registered agent in accordance with section 164;
„registered share“ means a share in a company which is issued to a named
person, whose name is entered in the company‘s register of members as theholder of that share;„Register of Registered Charges“ means the Register of Registered Charges
maintained by the Registrar in accordance with sections 181(3) and 346(1)(b);„Register“ means the Register of International Business Companies maintainedby the Registrar in accordance with section 346(1)(a);„Registrar“ means the Chief Executive Officer of the Authority appointed under
section 9 of the Financial Services Authority Act;
„resident person“ means —(a)an individual who resides in Seychelles or who is present inSeychelles for a period of, or periods amounting in aggregate to, one
hundred eighty-three days or more in any twelve-month period thatcommences or ends during a calendar year;(b)a company registered under this Act;(c)a body corporate registered under the Companies Act;(d)a foreign company managed and controlled in Seychelles;(e)a partnership in which one of the partners is a resident in Seychelles,
including a limited partnership registered under the Limited
Partnerships Act;(f)a foundation registered under the Foundations Act; or(g)a trust registered under the International Trusts Act;

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Supplement of the Official Gazette[10th August 2016]„resolution of directors“ means as defined in section 155;
„secured creditor“ means as defined in section 327(c);„securities“ means as defined in section 2(1) of the Securities Act, including
shares and debt obligations of every kind and options, warrants and other rights
to acquire shares or debt obligations;„share“ means a par value share or a no par value share in a body corporate ora cell, in respect of which liability is limited to the amount (if any) unpaid on it;„share capital“, in relation to a company, means —(a)in the case of a par value company, the sum of the aggregate par valueof all the issued and outstanding par value shares of a company andshares with par value held by the company as treasury shares;(b)in the case of a no par value company, the aggregate of the amounts
designated by the directors as share capital of all issued andoutstanding no par value shares of the company and no par value
shares held by the company as treasury shares, and the amounts as
may be from time to time transferred from surplus to share capital bya resolution of the directors;„shareholder“, in relation to a company, means a person whose name is enteredin the register of members as the holder of one or more shares, or fractional
shares, in the company;„solvency test“ means a solvent test as specified in section 67;„special resolution“ means a special resolution of members as specified in
section 112;
„subsidiary“, in relation to a company, foreign company or other body
corporate, means as defined in section 3(1)(c);„surplus“, in relation to a company, means the excess, if any, at the time of thedetermination, of total assets of the company over the sum of its total liabilities,
as shown in the books of account plus its share capital;„tax treaty“ means a treaty or agreement between the Government of Seychelles
and the government of one or more other countries —(a)for the avoidance of double taxation and the prevention of fiscal
evasion with respect to taxes on income; or(b)on exchange of information on tax matters; and„treasury share“ means a share of a company that was previously issued but was
repurchased, redeemed or otherwise acquired by the company and notcancelled.

[10th August 2016]
Associated companies

3.

Supplement of the Official Gazette(1) For the purposes of this section —
(a)

(b)

(c)

„group“, in relation to a company (referred to in this paragraphas the „first company“), means the first company and any othercompany that is —(i)a parent of the first company;(ii)

a subsidiary of the first company;(iii)

a subsidiary of a parent of the first company; or(iv)

a parent of a subsidiary of the first company;„parent“, in relation to a company (referred to in this paragraph as
the „first company“), means another company that, whether acting
alone or under an agreement with one or more other persons, —(i)holds, whether legally or beneficially, a majority of theissued shares of the first company;(ii)

has the power, directly or indirectly, to exercise, or
control the exercise of, a majority of the voting rights inthe first company;(iii)

has the right to appoint or remove the majority of thedirectors of the first company;(iv)

has the right to exercise a dominant influence over the
management and control of the first company pursuant
to a provision in the constitutional documents of the firstcompany; or(v)

is a parent of a parent of the first company; and„subsidiary“, in relation to a company (referred to in this paragraphas the „first company“), means a company of which the firstcompany is a parent.

(2) For the purposes of this Act, a company is associated with anothercompany if it is in the same group as the other company and references toan „associated company“ shall be construed accordingly.
(3) For the purposes of subsections (1) and (2), „company“ includes a foreigncompany and any other body corporate.

Application ofthis Act

4.

This Act shall apply to —(a) an international business company; and(b) a former Act company.

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PART II – COMPANY INCORPORATION
Sub-Part I – Types of international business companies
5.

(1) An „international business company“ means a company incorporated orcontinued, or converted into a company, under this Act and whose
memorandum states that it is subject to the restrictions referred to in
subsection (2).
(2) A company shall not —(a)subject to subsection (3), carry on business in Seychelles;(b)

own an interest in immovable property situated in Seychelles, ora lease of immovable property situated in Seychelles otherwise
than as referred to in subsection (3)(f);(c)

carry on banking business (as defined in the Financial Institutions
Act) in or outside Seychelles;(d)carry on insurance business (as defined in the Insurance Act) —

(e)

(f)

(i)

in Seychelles; or(ii)

outside Seychelles unless it is licensed or otherwise
legally able to do so under the laws of each country
outside Seychelles in which it carries on such business;

carry on business providing international corporate services,international trustee services or foundation services (as definedin the International Corporate Service Providers Act (Cap 275))
except —(i)to the extent permitted under the International
Corporate Service Providers Act (Cap 275); and(ii)

in the case of carrying on such business outside
Seychelles, if the company is licensed or otherwise
legally able to do so under the laws of each country
outside Seychelles in which it carries on such business;

carry on securities business (as defined in the Securities Act) —(i)in Seychelles; or(ii)

outside Seychelles unless it is licensed or otherwise
legally able to do so under the laws of each country
outside Seychelles in which it carries on such business;

Definition ofinternational
businesscompanies

[10th August 2016]

Supplement of the Official Gazette(g)carry on business as a mutual fund (as defined in the Mutual Fundand Hedge Fund Act) unless it is licensed or otherwise legally able
to do so under the Mutual Fund and Hedge Fund Act or under thelaws of a recognized jurisdiction (as defined in the Mutual Fund andHedge Fund Act); or(h)carry on gambling business (as defined in the Seychelles GamblingAct), including interactive gambling business, —(i)in Seychelles; or(ii)

outside Seychelles unless it is licensed or otherwise legallyable to do so under the laws of each country outside
Seychelles in which it carries on such business.

(3) For the purposes of subsection (2)(a), a company shall not be treated ascarrying on business in Seychelles by reason only that —(a)it opens and maintains an account with a bank licensed under the
Financial Institutions Act;(b)

it engages the services of or otherwise deals with counsel, attorneysat-law, accountants, book-keepers, international corporate service
providers, international trustee service providers, foundation service
providers, mutual fund administrators or managers, securities
dealers, investment advisers or other similar persons carrying on
business in Seychelles;(c)

it prepares or maintains its books and records within Seychelles;(d)it holds meetings of its directors or members, or passes writtenconsent resolutions of its directors or members, in Seychelles;(e)

it concludes or signs contracts in Seychelles, and exercises in
Seychelles all other powers, so far as may be necessary for the
carrying on of its business outside Seychelles;(f)

it holds shares, debt obligations or other securities in a company
incorporated under this Act or in a body corporate registered under
the Companies Act;(g)it has any interest or entitlement as a beneficiary of a foundation
registered under the Foundations Act;(h)it has any interest or entitlement as a beneficiary of a trust registeredunder the International Trusts Act;(i)it has any interest in a partnership registered under the Limited
Partnerships Act;(j)

it operates as a licensed mutual fund under the Mutual Fund andHedge Fund Act;

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Supplement of the Official Gazette[10th August 2016](k)shares, debt obligations or other securities in the company are
owned by a resident person;(l)

it is listed on a licensed securities exchange under the Securities
Act;

(m)

it holds a licence under the International Trade Zone Act; or(n)subject to the provisions of the International Corporate Service
Providers Act (Cap 275), any of its directors are resident persons.

(4) A company may own or manage a vessel registered in Seychelles under the
Merchant Shipping Act and the vessel may visit or be situated in Seychelles
waters, provided that the company shall not carry on any business in
Seychelles in contravention of section 5(2)(a), including, fishing, charteror tourism business involving the vessel.
6.

(1) An international business company shall be incorporated or continued, orconverted into a company, under this Act as —(a)a company limited by shares;(b)

a company limited by guarantee; or(c)a company limited by shares and guarantee.

Companies which
may beincorporated orcontinued(2) Subject to the provisions of this Act, an international business company
may be —(a)a protected cell company; or(b)limited life company.

7. A company is a protected cell company if —(a) it has been incorporated or continued under this Act in accordance withPart XIII including having obtained the Authority‘s written consent under
section 221 which has not been revoked; and(b) its memorandum provides that it is a protected cell company.

Protected cellCompanies

[10th August 2016]
Limited life
companies

8.

Supplement of the Official Gazette

A company is a limited life company if its memorandum includes a provisionthat the company shall be wound up and dissolved upon —(a) the expiration of a fixed period of time; or(b) the bankruptcy, death, expulsion, insanity, resignation or retirement of any
member of the company; or(c) the happening of some other event which is not the expiration of a fixed
period of time.
Sub-Part II – Incorporation of companies

Application toincorporate acompany

9.

(1) Subject to subsection (2), an application may be made to the Registrar for
the incorporation of a company under this Act by filing with the Registrar—(a)a memorandum and articles which comply with the requirements ofthis Act, signed by or on behalf of each subscriber in accordancewith sections 13 and 20;(b)an incorporation application in the approved form in accordancewith Part I of the First Schedule, signed by or on behalf of each
subscriber to the memorandum and articles;(c)

if the company is to be incorporated as a protected cell company, thewritten consent of the Authority given under section 221;(d)

the applicable incorporation fee as specified in Part I of the Second
Schedule; and (e) such other documents as may be prescribed.

(2) An application for the incorporation of a company shall only be filed by its
proposed registered agent.
(3) For the purposes of this section, the „proposed registered agent“ means the
person named in the memorandum as the first registered agent of thecompany.

Incorporationof a company

10. (1) If the Registrar is satisfied that the requirements of this Act in respect ofincorporation of a company have been complied with, the Registrar shallupon receipt of the documents filed under section 9(1), —(a)register the documents;(b)allot a unique registration number to the company; and(c)issue a certificate of incorporation to the company in the approvedform.

(2) The certificate of incorporation shall be signed by the Registrar and sealedwith the Official Seal.

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Supplement of the Official Gazette[10th August 2016]

11. (1) A certificate of incorporation issued under this Act is conclusive evidenceof the following matters —(a)that the company is incorporated under this Act; and(b)that the requirements of this Act have been complied with inrespect of the incorporation of the company.

Effect ofincorporation(2) Upon incorporation of a company under this Act —(a)the company is a legal entity in its own right separate from its
members and continues in existence until it is dissolved;(b)

the memorandum and articles are binding as between —(i)the company and each member of the company; and(ii)

each member of the company.

(3) The company, the board, each director and each member of a company has
the rights, powers, duties and obligations set out in this Act except to theextent that they are negated or modified, as permitted by this Act, by thememorandum or the articles.
(4) The memorandum and articles of a company have no effect to the extent
that they contravene or are inconsistent with this Act.

12. (1) Each company which is on the Register shall pay to the Registrar on or
before the date of each anniversary of its incorporation, continuation orconversion under this Act, the annual fee set out in Part I of the Second
Schedule.
(2) Payment under subsection (1) shall be made by the company through its
registered agent.
(3) Where the annual fee referred to in subsection (1) is not paid by the date
set out in that subsection, the amount of the annual fee shall increase by
ten percent.
(4) Where the company fails to pay the amount due as an increased annual fee
under subsection (3) within 90 days of the date when it becomes due, thenthe amount of the annual fee shall increase by fifty percent.

Annual fee

[10th August 2016]
Memorandumof association

Supplement of the Official Gazette

13. (1) The memorandum of a company shall —(a)state the full name and address of each subscriber; and(b)be printed and signed by or on behalf of each subscriber in thepresence of at least one witness who shall attest the signature andinsert his own name and address.

(2) For the purposes of subsection (1) the sole subscriber who signs thememorandum of a company may be its proposed registered agent, whoshall not be required to become a member of the company upon its
incorporation.

Content of thememorandum ofassociation

14. The memorandum of a company shall state —(a) the name of the company;(b) the address in Seychelles of the company‘s registered office as at the dateof the memorandum;(c) whether the company is —(i)a company limited by shares;(ii)

a guarantee company; or(iii)

a company limited by shares and guarantee;(d) the name and address of the company‘s registered agent as at the date of
the memorandum;(e) the restrictions set out in section 5(2) of this Act; and(f) otherwise as may be required by this Act.

Memorandum ofcompany with shares

15. In the case of a company limited by shares or otherwise authorised to issue
shares, the memorandum shall state —(a) if it is a par value company, the authorised capital with which the company
is to be registered and the number of shares of a fixed nominal value ineach class comprising the authorised capital;(b) if it is a no par value company, the authorised capital with which thecompany is to be registered and the limit (if any) on the number of sharesof each class which the company is to be authorised to issue;(c) that the liability of a member arising from the member‘s holding of any
share is limited to the amount (if any) unpaid on it; and

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Supplement of the Official Gazette(d)[10th August 2016]

the classes of shares that the company is authorised to issue and,if the company is authorised to issue two or more classes ofshares, the rights, privileges, restrictions and conditions attachingto each class of shares.

16. (1) Where a company is to be registered with a memorandum which provides
for guarantee members, the memorandum shall state that each guarantee
member is liable to contribute to the assets of the company, if it should bewound up while he is a member or within 12 months after he ceases to bea member, such fixed amount as may be required for the purposes specified
in subsection (2) but does not exceed a maximum amount to be specified
in the memorandum in relation to that member.
(2) The purposes to which subsection (1) refers are —(a)payment of the debts and liabilities of the company contracted
before he ceases to be a member;(b)

payment of the costs, charges and expenses of winding up; and(c)adjustment of the rights of the contributories among themselves.

(3) In the case of a company limited by shares and guarantee, thememorandum or articles may —(a)require a guarantee member also to be a shareholder; or(b)prohibit a guarantee member from also being a shareholder.

(4) If the memorandum or articles of a company limited by shares andguarantee do not make provision under subsection (3), a guarantee member
may also be a shareholder.
(5) A company limited by shares shall not amend its memorandum under SubPart III of this Part to change its status into a company limited by guarantee
or company limited by shares and guarantee unless —(a)there is no unpaid liability on any of its issued shares; and(b)the company‘s proposed amended memorandum and change ofstatus, including any proposed cancellation of shares, has been
approved by unanimous resolution of members or, if permitted
by its memorandum, by ordinary resolution.

Memorandum ofcompany withguarantee members

[10th August 2016]
Memorandum may
specify objects

Supplement of the Official Gazette

17. (1) The memorandum may specify objects of the company and may providethat the activities of the company shall be restricted to the attainment or
furtherance of the specified objects.
(2) If —(a)no objects of the company are specified in the memorandum;(b)

objects are specified but the activities of the company are not
restricted to the attainment or furtherance of those objects; or(c)the memorandum contains a statement, either alone or with otherobjects, that the object of the company is to engage in any act or
activity that is not prohibited under any law for the time being inforce in Seychelles,

the company‘s objects shall be deemed to include, and the company shallhave full power and the authority to carry out or to engage in, any act or
activity that is not prohibited under any law for the time being in force in
Seychelles, subject to any limitations in the memorandum.

Memorandum or
articles of limited
life company

18. Where a company is to be wound up and dissolved upon —(a) the expiration of a period of time; or(b) the happening of some other event,that period or event shall be specified in the memorandum or articles of thecompany.

Language ofmemorandum

19. (1) Subject to subsection (2), the memorandum of a company shall be in
English or French or in any other official language of any country.
(2) Where the language of the memorandum of a company is a language otherthan English or French, the memorandum shall be accompanied by atranslation of it, in the English or French language, certified as true andaccurate by the company‘s proposed registered agent.
(3) The registered agent shall not give a certificate under subsection (2), unlessthe translation has been obtained from or confirmed by an acceptabletranslator.

Articles ofassociation

20. (1) A company‘s articles shall set out regulations for the company.
(2) The articles of a company shall be printed and signed by or on behalf ofeach subscriber in the presence of at least one witness who shall attest thesignature and insert his own name and address.

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Supplement of the Official Gazette[10th August 2016](3) For the purposes of subsection (2) the sole subscriber who signs the articles
of a company may be its proposed registered agent, who shall not be
required to become a member of the company upon its incorporation.
21. (1) Subject to subsection (2), the articles of a company shall be in English or
French or in any other official language of any country.

Language ofarticles(2) Where the language of the articles of a company is a language other thanEnglish or French, the articles shall be accompanied by a translation of it,in the English or French language, certified as true and accurate by thecompany‘s proposed registered agent.
(3) The registered agent shall not give a certificate under subsection (2), unlessthe translation has been obtained from or confirmed by an acceptabletranslator.
Sub-Part III – Amendment and restatement of memorandum or articles
22. (1) Subject to this section and section 23, the memorandum or articles of acompany may be amended by —(a)an ordinary resolution; or(b)a resolution of directors.

(2) The memorandum or articles of a company may not be amended —(a)by a resolution of directors alone, if this Act requires that the
proposed amendment be approved by resolution of members; or(b)

by a resolution of directors or members alone, if this Act requiresthat the proposed amendment also be approved by the Court.

(3) Subject to subsection (4), the memorandum of a company may include one
or more of the following provisions —(a)that specified provisions of the memorandum or articles may not
be amended;(b)that the memorandum or articles, or specified provisions of thememorandum or articles, may be amended only if certain
specified conditions are met;(c)that all or any provisions of the memorandum or articles may
only be amended by a resolution of members;(d)that a resolution passed by a specified majority of members
representing in excess fifty per cent of the votes of thosemembers entitled to vote, is required to amend the memorandum
or articles or specified provisions of the memorandum or articles.

Amendment ofmemorandum
or articles

[10th August 2016]

Supplement of the Official Gazette(4) Subsections (3)(a) and (b) do not apply to any provision in thememorandum of a company that restricts the objects of that company.
(5) Notwithstanding any provision in a company‘s memorandum or articles tothe contrary, the directors of the company shall not have the power toamend the memorandum or articles —(a)to restrict the rights or powers of the members to amend thememorandum or articles;(b)

to change the percentage of members required to pass a resolution
to amend the memorandum or articles; or(c)in circumstances where the memorandum or articles cannot be
amended by the members,

and any resolution of the directors of a company is void and of no effect tothe extent that it contravenes this subsection.

Registration ofamendments tomemorandum
or articles

23. (1) Where a resolution is passed to amend the memorandum or articles of acompany, the company shall file for registration a certified copy or extractof the resolution approving the amendment to its memorandum or articles
in accordance with subsection (2).
(2) In respect of the certified copy or extract of the resolution referred to in
subsection (1), an extract of the resolution shall be certified as a true copy
and signed by the registered agent of the company.
(3) An amendment to the memorandum or articles only has effect from thedate that the certified copy or extract resolution referred to in subsection(1) is registered by the Registrar.

Restatedmemorandum or
articles24. (1) A company may at any time file with the Registrar a restated memorandum
or articles.
(2) A restated memorandum or articles filed under subsection (1) shallincorporate only such amendments that have been registered under section
23.
(3) Where a company files a restated memorandum or articles undersubsection (1), the restated memorandum or articles has effect as thememorandum or articles of the company with effect from the date that it isregistered by the Registrar.
(4) The Registrar is not required to verify that a restated memorandum or
articles filed under this section incorporates all the amendments, or only
those amendments, that have been registered under section 23.
(5) It is not obligatory that a restated memorandum or articles filed undersubsection (1) be signed by the original subscriber.

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PART III – COMPANY NAMES

25. (1) Subject to subsection (2), the name of a company shall end with —(a)the word „Limited“, „Corporation“ or „Incorporated“; or(b)

the abbreviation „Ltd“, „Corp“ or „Inc“.

Requirements
as to names(2) The name of a protected cell company shall end with the words „Protected
Cell Company“ or with the abbreviation „PCC“.
(3) A company may use, and be legally designated by, either the full or theabbreviated form of any word or words required as part of its name under
this section.
(4) Where the abbreviation „Ltd“, „Corp“, „Inc“ or „PCC“ is used as part of acompany‘s name, a full-stop may be inserted at the end of the abbreviation.
(5) A protected cell company shall assign a distinctive name to each of its cells
that —(a)distinguishes the cell from any other cell of the company; and(b)ends with the words „Protected Cell“ or with the abbreviation„PC“.

(6) Subject to subsection (7) and notwithstanding subsection (1), a former Act
company may retain any name, including any suffix denoting limited
liability, which was permissible under the former Act.
(7) If a former Act company changes its name on or after the Actcommencement date, it shall comply with subsection (1).

26. A company shall not be registered, whether on incorporation, continuation,
conversion, merger or consolidation, under a name that —(a) is identical to the name under which another company is registered under
this Act;(b) is so similar to the name under which another company is registered under
this Act that the use of the name would, in the opinion of the Registrar, belikely to confuse or mislead;(c) includes a prohibited word, phrase or abbreviation referred to in Part I of
the Third Schedule;

Restrictions oncompany names

[10th August 2016]

Supplement of the Official Gazette(d) includes a restricted word, phrase or abbreviation referred to in Part II of
the Third Schedule, unless the prior written consent to the use of the word,phrase or abbreviation has been given by the Registrar and any otherregulatory body whose consent thereto is required under Seychelles law;or(e) in the opinion of the Registrar —Rights andinterests in names(i)suggests or is calculated to suggest the patronage or any
connection with the Government of Seychelles or the governmentof any other country; or(ii)

is in any way offensive, misleading, objectionable or contrary to
public policy or to the public interest.

27. (1) Nothing in this Part requires the Registrar, when determining whether toincorporate, continue or convert a company under a name, to register achange of name or to direct a change of name, to —(a)make a determination of any person‘s interest in a name, or therights of any person concerning a name or the use of a name,whether the interest or rights are alleged to arise under Seychelles
law or any law in a jurisdiction other than Seychelles; or(b)

to take account of any trademark, or equivalent right, whether
registered in Seychelles or in a jurisdiction other than Seychelles.

(2) Subsection (1) does not prevent the Registrar taking into account any
matter specified in that subsection when determining whether, in his
opinion, the registration of a company name is, or would be, objectionable
or contrary to public policy or to the public interest.
(3) The registration of a company under this Act with a company name does
not give the company any interest in, or rights over, the name that it would
not have, apart from this Part.

Language ofcompany names

28. Subject to sections 25, 26 and 31 of this Act and to the requirements set out in
the Fourth Schedule —(a) the name of a company may be expressed in any language; and(b) where the name of a company is in the English or French language, itmay
have an additional foreign character name.

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29. (1) Subject to this section, the Registrar may upon a request made by a person
licensed to provide international corporate services under the International
Corporate Service Providers Act (Cap 275), reserve for 30 days a name for
future adoption by a company under this Act.

Reservationof names(2) The Registrar may refuse to reserve a name if he is not satisfied that thename complies with this Part in respect of the company or proposedcompany.
(3) On the expiry of the 30 day period referred to in subsection (1), theRegistrar may, on payment of the fee specified in Part II of the Second
Schedule, for each 30 day period thereafter, continue reserving the namefor future adoption by a company under this Act.

30. (1) Subject to its memorandum and articles, a company may apply to theRegistrar to change its name or its foreign character name by way of anamendment to its memorandum and articles in accordance with sections 22
and 23.
(2)

Where a company proposes to change its name or its foreign character
name, section 26 shall apply to the name by which the company proposes
to change its name.

(3) Where a company applies to change its name or its foreign character name,the Registrar shall, on compliance by the company with sections 22 and23, and if it is satisfied that the proposed new name or new foreign
character name of the company complies with section 26 —(a)enter the new name in the Register in the place of the former
name; and(b)issue a certificate of change of name to the company.

(4) A change of the name of a company under this section or section 31 —(a)takes effect from the date of the certificate of change of nameissued by the Registrar; and(b)does not affect any rights or obligations of the company or renderdefective any legal proceedings by or against it, and any legal
proceedings that might have been continued or commenced
against it by its former name may be continued or commenced
against it by its new name.

Change ofname[10th August 2016]
Power to requirechange of nameSupplement of the Official Gazette

31. (1) If a company has been incorporated, continued or converted into a
company under this Act with, or has changed its name to, a name which,in the opinion of the Registrar, does not comply with sections 25 or 26 theRegistrar may —(a)within 2 years of that time direct the company by written notice tomake an application to change its name or its foreign charactername on or before a date specified in the notice, which shall be notless than 30 days after the date of the notice; or(b)apply to the Court for, and the Court may grant, an order changing
the company‘s name or its foreign character name, or requiring thecompany to change such name, to a name acceptable to theRegistrar on such terms as the Court thinks fit.

(2) If a company that has received a notice under subsection (1)(a) fails to filean application to change its name to a name acceptable to the Registrar onor before the date specified in the notice, the Registrar may revoke thename of the company and assign it a new name acceptable to the Registrar.
(3) Where the Registrar assigns a new name to a company under subsection(2) or pursuant to an order made by the Court under subsection (1)(b), it
shall —(a)enter the new name in the Register in the place of the former name;(b)issue a certificate of change of name to the company; and(c)publish the change of name in the Gazette.

(4) A company that fails to comply with a direction given under this section
within the period of time specified by the Registrar under subsection(1)(a)commits an offence and is liable on conviction to a fine not exceeding
US$10,000.

Reuse of company
names

32. The Registrar may permit the reuse of company names as provided for in theFifth Schedule.

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Supplement of the Official Gazette[10th August 2016]

PART IV – COMPANY CAPACITY AND POWERS

33. (1) Subject to this Act, any other written law and its memorandum and articles,
a company has, irrespective of corporate benefit —(a)full capacity to carry on or undertake any business or activity, do
any act or enter into any transaction; and(b)for the purposes of paragraph (a), full rights, powers andprivileges.

(2) Without limiting the generality of subsection (1), subject to its
memorandum and articles, subsection (3) and section 48 (Bearer sharesprohibited), the powers of a company include the power to do any of thefollowing —(a)issue and cancel shares and hold treasury shares;(b)

grant options over unissued shares in the company and treasury
shares;(c)issue securities that are convertible into shares;(d)give financial assistance to any person in connection with theacquisition of its own shares;(e)issue debt obligations of every kind and grant options, warrants
and rights to acquire debt obligations;(f)guarantee a liability or obligation of any person and secure any
obligations by mortgage, pledge or other charge, of any of its
assets for that purpose; and(g)protect the assets of the company for the benefit of the company,
its creditors and its members and, at the discretion of thedirectors, for any person having a direct or indirect interest in thecompany.

(3) Paragraphs (a), (b), (c) and (d) of subsection (2) shall not apply to company
limited by guarantee.
(4) For the purposes of subsection (2)(g), the directors may cause the company
to transfer any of its assets in trust to one or more trustees, each of which
may be an individual, company, association, partnership, foundation orsimilar entity and, with respect to the transfer, the directors may providethat 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 beneficiariesof the trust.

Capacity andpowers[10th August 2016]

Supplement of the Official Gazette(5) The rights or interests of any existing or subsequent creditor of thecompany in any assets of the company are not affected by any transfer
under subsection (4), and those rights or interests may be pleaded against
any transferee in any such transfer.

Validity of acts ofcompany

34. (1) Subject to subsection (2), no act of a company and no transfer of an asset
by or to a company is invalid by reason only of the fact that the company
did not have the capacity, right or power to perform the act or to transfer
or receive the asset.
(2) The lack or alleged lack of capacity, right or power of a company toperform an act or to transfer or receive an asset may be asserted —(a)in proceedings by a member or a director against the company toprohibit the performance of any act, or the disposition of property
by or to the company; and(b)in proceedings by the company, whether acting directly or througha liquidator or other legal representative or through members of thecompany in a representative capacity, against the incumbent orformer directors or other officers of the company for loss ordamage through their unauthorised act.

(3) This section applies to companies incorporated before, on or after the Actcommencement date, but this section does not affect the capacity of aformer Act company in relation to anything done by it before this section
came into force.

Personal liability

35. (1) Subject to subsection (2) and except in so far as he may be liable for his
own conduct or acts, no director, agent or liquidator of a company is liable
for any debt, obligation or default of the company, unless —(a)

it is proved that he acted fraudulently or otherwise in bad faith; or(b)specifically provided in this Act or in any other written law of
Seychelles.

(2) If at any time there is no member of a company, any person doing businessin the name of or on behalf of the company is personally liable for thepayment of all debts of the company contracted during such time and theperson may be sued in respect thereof without joinder in the proceedingsof any other person.

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36. (1) A company or a guarantor of an obligation of a company may not assert
against a person dealing with the company or with a person who has
acquired assets, rights or interests from the company that —(a)this Act or the memorandum or articles of the company has notbeen complied with;(b)a person named as a director in the company‘s register of
directors —

(c)

(i)

is not a director of the company;(ii)

has not been duly appointed as a director of thecompany; or(iii)does not have authority to exercise a power which a
director of a company carrying on business of the kind
carried on by the company customarily has authority to
exercise;a person held out by the company as a director, employee or agentof the company —(i)has not been duly appointed; or(ii)does not have authority to exercise a power which a
director, employee or agent of a company carrying on
business of the kind carried on by the company
customarily has authority to exercise;(d)a person held out by the company as a director, employee or agentof the company with authority to exercise a power which a
director, employee or agent of a company carrying on businessof the kind carried on by the company does not customarily haveauthority to exercise, does not have authority to exercise thatpower; or(e)a document issued on behalf of a company by a director,
employee or agent of the company with actual or usual authority
to issue the document is not valid or not genuine,

unless the person has, or ought to have, by virtue of his relationship to thecompany, knowledge of the matters referred to in any of paragraphs (a) to(e).
(2) Subsection (1) applies even though a person of the kind referred to inparagraphs (b) to (e) of that subsection acts fraudulently or forges adocument that appears to have been signed on behalf of the company,
unless the person dealing with the company or with a person who has
acquired assets, rights or interests from the company has actual knowledgeof the fraud or forgery.

Dealings between acompany and otherpersons

[10th August 2016]
Contracts generally

Supplement of the Official Gazette

37. (1) A contract may be entered into by a company as follows —(a)a contract that, if made between individuals, would by law be
required to be in writing and made by deed or under seal, is validly
entered into by a company as a deed or an instrument under seal if
it is either —(i)sealed with the common seal of the company andwitnessed by a director of the company or such otherperson who is authorised by the memorandum andarticles to witness the application of the company‘s seal;
or

(ii)

expressed to be, or is executed on behalf of the company
and expressed to be executed as, or otherwise makes
clear on its face that it is intended to be, a deed and it issigned by any person acting under the express or implied
authority of the company;(b)a contract that, if made between individuals, would be required bylaw to be in writing and signed by the parties thereto, may beentered into by or on behalf of the company in writing and signedby any person acting under the express or implied authority of thecompany; and(c)a contract that, if made between individuals, would be valid
although entered into orally and not reduced to writing, may beentered into orally by or on behalf of the company by any person
acting under the express or implied authority of the company.

(2) Any contract made according to this section may be varied or discharged
in the same manner as it is authorised by this section to be made.
(3) A contract entered into in accordance with this section is valid and isbinding on the company and its successors and all other parties to thecontract, their heirs, executors or administrators.

Pre-incorporation
contracts

38. (1) A person who enters into a contract in the name of or on behalf of acompany before the company is incorporated, is personally bound by,
liable under and 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, thecompany ratifies the contract under subsection (2).

(2) A company may, by any action or conduct signifying its intention to bebound by a contract entered into in its name or on its behalf before it wasincorporated, ratify the contract after the company‘s incorporation.

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Supplement of the Official Gazette[10th August 2016](3) When a company ratifies a contract under subsection (2) —(a)the company is bound by, liable under and entitled to the benefitsof the contract as if the company had been incorporated at thedate of the contract and had been a party to it; and(b)subject to any provisions of the contract to the contrary, theperson who acted in the name of or on behalf of the company
ceases to be personally bound by, liable under or entitled to thebenefits of the contract.

39. (1) Subject to its memorandum and articles, a company may by an instrument
in writing appoint a person as its attorney either generally or in relation toa specific matter.

Power ofattorney(2) An act of an attorney appointed under subsection (1) in accordance with
the instrument under which he was appointed binds the company.
(3) An instrument appointing an attorney under subsection (1) may either be—(a)executed as a deed; or(b)signed by a person acting under the express or implied authorityof the company.

40. (1) A company may have a common seal.

Company seal

(2) A company which has a common seal shall have its name in legible
characters on that seal.
(3) A company which has a common seal may have duplicate common seals.

41. A document requiring authentication or attestation by a company may be signed
by a director, a secretary or by an authorised agent of the company, and neednot be under its common seal.

Authentication
or attestation

[10th August 2016]

Supplement of the Official Gazette
PART V – SHARES
Sub-Part I – General

Nature of shares

42. A share in a company is movable property.

Share rights

43. (1) Subject to subsections (2) and (3), a share in a company confers on theholder —(a)the right to one vote at a meeting of the members of the company
or on any resolution of the members of the company;(b)

the right to an equal share in any dividend paid in accordance withthis Act; and(c)the right to an equal share in the distribution of the surplus assetsof the company.

(2) Where expressly authorised by its memorandum in accordance withsection 15 but subject to section 48 (Bearer shares prohibited), a company—(a)may issue more than one class of shares; and(b)

may issue shares subject to terms that negate, modify or add to therights specified in subsection (1).

(3) Without limiting the generality of subsection (2)(b) but subject to section
48 (Bearer shares prohibited), shares in a company may —Distinguishingnumbers(a)subject to the provisions of this Act, be redeemable;(b)confer no rights, or preferential rights, to distributions;(c)confer special, limited or conditional rights, including voting
rights;(d)confer no voting rights;(e)participate only in certain assets of the company;(f)where issued in, or converted to, one class or series, be convertible
to another class or series, in the manner specified in thememorandum or articles.

44. The shares in a company having a share capital divided into shares shall eachbe distinguished by an appropriate number except that if at any time all theissued shares in the company or all the issued shares in the company of aparticular class are fully paid up and carry the same rights in all respects, noneof those shares need to have a distinguishing number.

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Supplement of the Official Gazette[10th August 2016]45. Subject to its memorandum and articles, a company may issue a class of sharesin one or more series.

Series of shares

46. (1) Subject to the memorandum and articles of a company and subsection (2),a share may be issued as a par value share or a no par value share.

Par value and nopar value shares(2) A company shall not have a share capital consisting of shares which
include par value shares and no par value shares.
(3) Subject to the memorandum and articles of a company, a par value share
may be issued in any currency.
47. (1) Subject to its memorandum and articles, a company may issue fractional
shares.

Fractional shares(2) Unless and to the extent otherwise provided in a company‘s articles, afractional share shall be subject to and carry the corresponding fraction of
liabilities (whether with respect to par value, premium, contribution, calls
or otherwise howsoever), limitations, preferences, privileges,
qualifications, restrictions, rights and other attributes of a whole share of
the same class of shares; and in this Act the expression ―share‖ includes afraction of a share and no issue or purported issue of a fraction of a share
shall be invalid by reason only of the fact that it was issued or purportedlyissued prior to the Act commencement date.
(3) The par value of a par value share may be expressed in an amount which
is a fraction or a percentage of the smallest denomination of the currency
in which it is issued.

48. A company shall not, and has no power to, —Bearer sharesprohibited(a) issue a bearer share;(b) convert a registered share into a bearer share;(c) exchange a registered share for a bearer share; or(d) convert any other securities into, or exchange any other securities for,bearer shares.

Sub-Part II – Issue of shares
49. Subject to this Act and to its memorandum and articles, shares in a company
may be issued, and options to acquire shares in a company granted, at suchtimes, to such persons, for such consideration and on such terms as the directors
may determine.

Issue of shares[10th August 2016]
Consideration forsharesSupplement of the Official Gazette

50. (1) Subject to subsections (2) and (3), a share may be issued for considerationin any form, including money, a promissory note, or other written
obligation to contribute money or property, immovable property, movable
property (including goodwill and knowhow), services rendered or acontract for future services.
(2) Subject to section 55, the consideration for a par value share shall not beless than the par value of the share.
(3) Subject to any provision to the contrary in its memorandum or articles, acompany may —(a)issue bonus shares, partly paid shares and nil paid shares; and(b)accept payment of consideration for a share in such installment
amounts and at such times after issue of the share as the company
may approve.

(4) If a share is issued in contravention of subsection (2), the person to whom
the share is issued is liable to pay to the company an amount equal to thedifference between the issue price and the par value.
(5) Where a par value company issues a par value share, the consideration in
respect of the share constitutes share capital to the extent of the par value
and the excess constitutes surplus.
(6) Subject to any limitations in its memorandum or articles, where a no parvalue company issues a no par value share, the consideration in respect of
the share constitutes share capital to the extent designated by the directors
and the excess constitutes surplus, except that the directors shall designateas share 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 theassets of the company upon its liquidation.

Provision for different
amounts to be paid nshares

51. A company, if so authorised by its articles, may —(a) make arrangements on the issuance of shares for a difference between theshareholders in the amounts and times of payments of calls or installments
payable on their shares;(b) accept from a shareholder the whole or a part of the amount remaining
unpaid on shares held by him, although no part of that amount has beencalled up or become payable; and(c) pay distributions in proportion to the amount paid up on each share wherea larger amount is paid up on some shares than on others.

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Supplement of the Official Gazette[10th August 2016]

52. (1) Before issuing shares for a consideration other than money (whether inwhole or in part), the directors shall pass a resolution stating —(a)the amount to be credited for the issue of the shares;(b)

their determination of the reasonable present cash value of thenon-money consideration for the issue; and(c)that, in their opinion, the present cash value of the non-money
consideration and money consideration (if any) for the issue is
not less than the amount to be credited for the issue of the shares.

Shares issued forconsideration
other than money(2) Subsection (1) shall not apply to the issue of any bonus shares.

53. A share is deemed to be issued when the name of the shareholder is entered in
the issuing company‘s register of members.

Time of issue

54. The issue by a company of a share that —Consent to issue
certain shares(a) increases a liability of a person to the company; or(b) imposes a new liability on a person to the company,
is void if that person, or an authorised agent of that person, does not agree in
writing to becoming the holder of the share.

55. (1) For the purposes of this section, „issue at a discount“, in relation to a parvalue share, means issue for a consideration less than the par value of theshare.
(2) Subject as provided in this section, it shall be lawful for a par value
company to issue at a discount shares in the company of a class alreadyissued.
(3) No shares shall be issued at a discount pursuant to subsection (2) unless —(a)the proposed issue of the shares at a discount has been —(i)authorised by resolution of the members of thecompany; and(ii)

sanctioned by the Court;(b)they are par value shares;(c)

the resolution specifies the maximum rate of discount at which
the shares are to be issued;

Power to issue
shares at a
discount[10th August 2016]

Supplement of the Official Gazette(d)not less than one year, at the date of the issue, has elapsed since
the date on which the company was entitled to commencebusiness; and(e)the shares to be issued at a discount are issued within three months
after the date on which the issue is sanctioned by the Court orwithin such extended time as the Court may allow.

(4) Where a company has passed a resolution authorising the issue of sharesat a discount, it may apply to the Court for an order approving the issue.
(5) On any application to the Court under subsection (4), if, having regard to
all the circumstances of the case, it thinks proper so to do, the Court may
make an order approving the issue on such terms and conditions as it thinksfit.
(6) A company that contravenes subsection (3) commits an offence and isliable on conviction to a fine not exceeding US$25,000.

Power of company to
pay commissions

56. (1) A company has the power, and shall be deemed always to have had thepower, to pay a commission to any person in consideration of his
subscribing or agreeing to subscribe (whether absolutely or conditionally)
for any shares in the company, or procuring or agreeing to procure
subscriptions (whether absolute or conditional) for any shares in thecompany, if the payment of the commission is authorised by the company‘s
articles.
(2) A vendor to, or promoter of, or other person who receives payment inmoney or shares from a company has, and is deemed always to have had,
power to apply any part of the money or shares so received in payment of
any commission, the payment of which, if made directly by the company,
would have been lawful under subsection (1).

Pre-emptive rights

57. (1) Subsections (2) to (4) apply to a company where the memorandum or
articles of the company expressly provide that this section shall apply tothe company, but not otherwise.
(2) Before issuing shares that rank or would rank as to voting or distribution
rights, or both, equally with or prior to shares already issued by thecompany, the directors shall offer the shares to existing shareholders insuch a manner that, if the offer was accepted by those shareholders, theexisting voting or distribution rights, or both, of those shareholders would
be maintained.
(3) Shares offered to existing shareholders under subsection (2) shall beoffered at such price and on such terms as the shares are to be offered toother persons.
(4) An offer made under subsection (2) must remain open for acceptance for aperiod of not less than 21 days.

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Supplement of the Official Gazette[10th August 2016](5) Nothing in this section prevents the memorandum or articles of a company
from modifying the provisions of this section or from making different
provisions with respect to pre-emptive rights.

58. (1) A company shall state in its articles the circumstances, if any, in whichshare certificates shall be issued.

Sharescertificates(2) If a company issues share certificates, the certificates —
(a)

(b)

shall, subject to the company‘s memorandum and articles, besigned by —(i)at least one director of the company; or(ii)such other person who maybe authorised by resolutionof directors to sign share certificates; orshall be under the common seal of the company, with or without
the signature of any director of the company,

and the articles may provide for the signatures or common seal to be
facsimiles.

Sub-Part III – Transfer of shares
59. Subject to any limitations or restrictions on the transfer of shares in thememorandum or articles, a share in a company is transferable.

Transferabilityof shares

60. A transfer of the share of a deceased member of a company made by thedeceased member‘s personal representative, although the personal
representative is not a member of the company, is as valid as if the personal
representative had been a member at the time of the execution of the instrumentof transfer.

Transfer of
deceased
member‘s shareby personal
representative

61. Shares in a company may pass by operation of law, notwithstanding anything
to the contrary in the memorandum or articles of the company.

Transfer by
operation of law

62. (1) Subject to subsections (2) and (3) and to section 66, registered shares in acompany shall be transferred by a written instrument of transfer —Transfer ofregistered share(a)signed by the transferor;(b)signed by the transferee; and(c)containing the name and address of the transferee.

[10th August 2016]

Supplement of the Official Gazette(2) If expressly permitted by a company‘s memorandum or articles but subject
to subsection (3), registered shares in the company shall be transferred bya written instrument of transfer signed by the transferor and containing thename and address of the transferee, provided that a written instrument oftransfer to which this subsection applies shall not be invalidated if it issigned by both the transferee and the transferor.
(3) The instrument of transfer shall be signed by the transferee (as well as thetransferor) if —(a)the share is not fully paid up; or(b)registration as a holder of the share otherwise imposes a liability
to the company on the transferee.

(4) The instrument of transfer of a registered share shall be sent to the company
for registration.
(5) Subject to its memorandum or articles and section 63, the company shall,on receipt of an instrument of transfer, enter the name of the transferee ofthe share in the register of members unless the directors resolve to refuse
or delay the registration of the transfer for reasons that shall be specified
in the resolution.

Refusal toregister transfer

63. (1) The directors shall not pass a resolution refusing or delaying theregistration of a transfer unless this Act or the memorandum or articles
permit them to do so.
(2) Where the directors pass a resolution under subsection (1), the company
shall, as soon as practicable, send the transferor and the transferee written
notice of the refusal or delay.
(3) Subject to the memorandum or articles of a company, the directors may
refuse or delay the registration of a transfer of shares if the transferor has
failed to pay an amount due in respect of those shares.
(4) Notwithstanding anything in its memorandum or articles but subject tosection 66, a company shall not register a transfer of shares in the company
unless a written instrument of transfer as referred to in section 62(1) has
been delivered to it.

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Supplement of the Official Gazette[10th August 2016]

64. If the directors of a company are satisfied that an instrument of transfer ofregistered shares has been signed but that the instrument has been lost or
destroyed, they may resolve —Loss ofinstrument oftransfer(a) to accept such evidence of the transfer of the shares as they consider
appropriate; and(b) that the transferee‘s name should be entered in the register of members,
notwithstanding the absence of the instrument of transfer.

65. Subject to the provisions of this Sub-Part, the transfer of a share is effective
when the name of the transferee is entered in the register of members.

Transfer of securities
through clearing
agencies and securities
facilities

66. (1) In this section —Time of transfer of
share

(a)

„approved rules“ mean the rules and procedures of a clearing
agency, recognised overseas clearing agency, securities facility
or a recognised overseas securities facility, as the case may be,
relating to the transfer of ownership of securities, which rules andprocedures have been approved in writing by the Authority under
the Securities Act or by a recognized overseas regulatory
authority;(b)„clearing agency“ means a licensed clearing agency under the
Securities Act;(c)„recognised overseas clearing agency“ means a company
licensed by a recognized overseas regulatory authority whose
licensed business includes the provision of services for theclearing or settlement or both in respect of transactions insecurities;(d)„recognised overseas regulatory authority“ means as defined in
the Securities Act;(e)„recognised overseas securities facility“ means a company
licensed by a recognized overseas regulatory authority whose
licensed business includes the provision of securities registry
services or securities depository services including a central
securities depository for the settlement of securities transactions;(f)„recognised overseas securities exchange“ means as defined in
the Securities Act;(g)

„securities facility“ means a licensed Securities Facility under the
Securities Act; and(h)„Seychelles Securities Exchange“ means a licensed securities
exchange under the Securities Act.

[10th August 2016]

Supplement of the Official Gazette(2) Subject to subsection (3), securities issued by a company listed on a
Seychelles Securities Exchange or on a recognised overseas securities
exchange may be —(a)issued in electronic form;(b)

converted from physical form to electronic form or vice versa;(c)transferred by electronic means.

(3) Notwithstanding any other provision of this Act or other written law, themethod of transferring the ownership of securities deposited in or cleared
through a clearing agency, recognised overseas clearing agency, securities
facility or recognised overseas securities facility shall be a transfer madein accordance with the approved rules.
(4) Subsection (3) is without prejudice of the right of any person to apply to
the Court for a declaration or other order in respect of the ownership ortransfer of securities.

Sub-Part IV – Distributions
Meaning of„solvency test“

67. (1) For the purposes of this Act, a company satisfies the solvency test if —(a)the company is able to pay its debts as they become due; and(b)

the value of the company‘s assets is greater than the value of its
liabilities.

(2) In determining whether the value of a company‘s assets is greater than thevalue of its liabilities, the directors —
(a)

(b)

shall have regard to —(i)the most recent accounts of the company; and(ii)

all other circumstances that the directors know or ought
to know affect, or may affect, the value of the company‘sassets and the value of the company‘s liabilities; andmay rely on valuations of assets or estimates of liabilities that arereasonable in the circumstances.

(3) This section applies to cells and cores of protected cell companies as if
references to companies were references to cells or cores, as the case may
be, of protected cell companies.

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Supplement of the Official Gazette[10th August 2016]

68. (1) In this Act but subject to the provisions of this Part, „distribution“, inrelation to a distribution by a company to a member, means —(a)the direct or indirect transfer of an asset, other than thecompany‘s own shares, to or for the benefit of the member; or(b)

the incurring of a debt to or for the benefit of a member,

Meaning of„distribution“in relation to shares held by a shareholder, or to the entitlements todistributions of a member who is not a shareholder, and whether by meansof the purchase of an asset, the purchase, redemption or other acquisitionof shares, a transfer of indebtedness or otherwise, and includes a dividend.
(2) „Distribution“ does not include —(a)a distribution by way of a distribution of assets to members of thecompany on its winding up;(b)a distribution of assets to members of a cell of a protected cellcompany during and for the purposes of a receivership order; or(c)a distribution of assets to members of a cell of a protected cellcompany during and for the purposes of the termination of thecell.

69. (1) In this Act, „dividend“ means every distribution of a company‘s assets to
its members, except distributions by way of —(a)an issue of shares as fully or partly paid bonus shares;(b)

a redemption or purchase of any of the company‘s own shares orfinancial assistance for a purchase of the company‘s own shares;(c)a reduction of share capital.

Meaning of„dividend“(2) For the avoidance of doubt, a dividend may be in the form of money or any
other property.

70. (1) Subject to this Sub-Part and to any other requirement imposed by thememorandum or articles of the company, the directors of a company (otherthan a protected cell company) may, by resolution, authorise a distribution
by the company to members at such time and of such an amount as they
think fit if they are satisfied, on reasonable grounds, that the company will,
immediately after the distribution, satisfy the solvency test.
(2) A resolution of directors passed under subsection (1) shall contain astatement that, in the opinion of the directors, the company will,
immediately after the distribution, satisfy the solvency test.

Distributions

[10th August 2016]
Cellular and noncellular distributions
by protected cellcompany

Supplement of the Official Gazette

71. (1) Subject to section 72 and to any other requirement imposed by thememorandum or articles of the company, the directors of a protected cellcompany may authorise a distribution in respect of a cell („cellular
distribution“) at any time if they are satisfied, on reasonable grounds, thatthe protected cell company will, immediately after the distribution, satisfy
the solvency test as it applies by virtue of subsection (2).
(2) In determining whether a protected cell company satisfies the solvency test
under subsection (1) for the purpose of making a cellular distribution in
respect of a cell, no account is to be taken of —(a)the assets and liabilities, attributable to any other cell of thecompany; or(b)non-cellular assets and liabilities of the company.

(3) Subject to section 72 and to any other requirement imposed by thememorandum or articles of the company, the directors of a protected cellcompany may authorise a distribution in respect of its non-cellular assets
and liabilities (a „non-cellular distribution“) at any time if they aresatisfied, on reasonable grounds, that the protected cell company will,
immediately after the distribution, satisfy the solvency test as it applies byvirtue of subsection (4).
(4) In determining whether a protected cell company satisfies the solvency test
under subsection (3) for the purposes of making a non-cellular distribution,no account need be taken of the assets and liabilities of any cell of theprotected cell company, except in the respect of any liability arising
pursuant to Sub-Part IV of Part XIII by which the protected cell company‘s
non-cellular assets may be utilised to meet any liability attributable to any
cell of a protected cell company.

Recovery of
distributions madewhen company did notsatisfy solvency test

72. (1) Where a distribution has been made to a member by a company and thecompany did not, immediately after the distribution, satisfy the solvency
test, then the distribution (or the value thereof) may be recovered by thecompany from the member but only if —(a)the member received the distribution or the benefit of the
distribution (as the case maybe) other than in good faith andwithout knowledge of the company‘s failure to satisfy the solvency
test;

(b)

the member‘s position has not been altered by the member relying
on the validity of the distribution; and(c)it would not be unfair to require repayment in full or at all.

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Supplement of the Official Gazette[10th August 2016](2) Where a distribution has been made to a member or members by acompany and the company did not, immediately after the distribution,satisfy the solvency test, then, a director who failed to take reasonable steps
to ensure that the distribution was made in accordance with section 70, or,in the case of a protected cell company, section 71, shall be personallyliable to the company to repay to the company so much of the distribution
as is not able to be recovered from members.
(3) If, in an action brought against a director or member under this section, theCourt is satisfied that the company could, by making a distribution of alesser amount, have satisfied the solvency test, the Court may —(a)permit the member to retain; or(b)relieve the director from liability in respect of, an amount equal
to the value of any distribution that could properly have been
made.

Sub-Part V – Redemption and purchase of own shares
73. (1) Subject to sections 70 and 71, a company may redeem, purchase orotherwise acquire its own shares in accordance with —(a)sections 74, 75 and 76; or(b)such other provisions for the redemption, purchase or otheracquisition of its own shares as may be specified in its
memorandum or articles or in a written agreement between thecompany and the or each affected shareholder.

(2) Where a company may redeem, purchase or otherwise acquire its own
shares otherwise than in accordance with sections 74, 75 and 76, it may notredeem, purchase or otherwise acquire the shares without the consent of
the member whose shares are to be redeemed, purchased or otherwise
acquired, unless the company is permitted by the memorandum or articles
to purchase, redeem or otherwise acquire the shares without that consent.
(3) Unless the shares are held as treasury shares in accordance with section 78,
any shares acquired by a company are deemed to be cancelled immediately
on redemption, purchase or other acquisition.
(4) A company shall not redeem its shares if, as a result of the redemption, thecompany would have no members.
(5) A company shall not redeem a share unless it is fully paid.

Company may
redeem orpurchase its own
shares[10th August 2016]

Supplement of the Official Gazette(6) Where sections 74, 75 and 76 are negated or modified by provisions for theredemption, purchase or other acquisition of a company‘s own shares
specified in a written agreement between the company and a shareholder(in this subsection referred to as a „Redemption Agreement“) and there is
any inconsistency between the Redemption Agreement and the company‘s
memorandum and articles in relation to the redemption, purchase or otheracquisition of a company‘s own shares, such inconsistency shall be
resolved as follows —Process for redemption
or purchase of own
share

(a)

if the Redemption Agreement includes a term to the effect that the
Redemption Agreement shall prevail to the extent of any
inconsistency with the company‘s memorandum and articles, theRedemption Agreement shall prevail; and(b)

if the Redemption Agreement does not includes a term to the effectthat the Redemption Agreement shall prevail to the extent of any
inconsistency with the company‘s memorandum and articles, thecompany‘s memorandum and articles shall prevail.

74. (1) The directors of a company may make an offer to redeem, purchase orotherwise acquire shares issued by the company, if the offer is —
(a)

(b)

an offer to all shareholders to redeem, purchase or otherwise
acquire shares issued by the company that —(i)would, if accepted, leave the relative voting anddistribution rights of the shareholders unaffected; and(ii)

affords each shareholder a reasonable opportunity toaccept the offer; oran offer to one or more shareholders to redeem, purchase orotherwise acquire shares —(i)to which all shareholders have consented in writing; or(ii)that is permitted by the memorandum or articles and ismade in accordance with section 75.

(2) Where an offer is made in accordance with subsection (1)(a) —(a)the offer may also permit the company to redeem, purchase orotherwise acquire additional shares from a shareholder to theextent that another shareholder does not accept the offer or accepts
the offer only in part; and(b)

if the number of additional shares exceeds the number of sharesthat the company is entitled to redeem, purchase or otherwise
acquire, the number of additional shares shall be reduced rateably.

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Supplement of the Official Gazette[10th August 2016](3) This section does not apply to a company to the extent that it is negated,
modified or inconsistent with provisions for the redemption, purchase orother acquisition of its own shares specified in — (a) the company‘s
memorandum or articles; or (b) a written agreement between the company
and the shareholder.

75. (1) The directors of a company shall not make an offer to one or moreshareholders under section 74(1)(b)(ii) unless they have passed a resolution
stating that, in their opinion —(a)the redemption, purchase or other acquisition is to the benefit of
the remaining shareholders; and(b)the terms of the offer and the consideration offered for the sharesare fair and reasonable to the company and to the remaining
shareholders.

(2) A resolution passed under subsection (1) shall set out the reasons for the
directors‘ opinion.
(3) The directors shall not make an offer to one or more shareholders under
section 74(1)(b)(ii) if, after the passing of a resolution under subsection (1)and before the making of the offer, they cease to hold the opinions specified
in subsection (1).
(4) A shareholder may apply to the Court for an order restraining the proposed
purchase, redemption or other acquisition of shares under section
74(1)(b)(ii) on the grounds that —(a)the redemption, purchase or other acquisition is not in the bestinterests of the remaining shareholders; or(b)the terms of the offer and the consideration offered for the sharesare not fair and reasonable to the company or the remaining
shareholders.

(5) This section does not apply to a company to the extent that it is negated,
modified or inconsistent with provisions for the redemption, purchase orother acquisition of its own shares specified in —(a)the company‘s memorandum or articles; or(b)a written agreement between the company and the shareholder.

Offer to one ormore shareholders
under section
74(1)(b)(ii)[10th August 2016]
Shares redeemed at theoption of a shareholder

Supplement of the Official Gazette

76. (1) If a share is redeemable at the option of the shareholder and the shareholder
gives the company proper notice of his intention to redeem the share —(a)the company shall redeem the share on the date specified in thenotice, or if no date is specified, on the date of the receipt of thenotice;(b)unless the share is held as a treasury share under section 78, on
redemption the share is deemed to be cancelled; and(c)from the date of redemption, the former shareholder ranks as an
unsecured creditor of the company for the sum payable on
redemption.

(2) If a share is redeemable on a specified date —(a)the company shall redeem the share on that date;(b)

unless the share is held as a treasury share under section 78, on
redemption the share is deemed to be cancelled; and(c)from the date of redemption, the former shareholder ranks as an
unsecured creditor of the company for the sum payable on
redemption.

(3) Where a company redeems a share under subsections (1) or (2), sections
74 and 75 do not apply.
(4) This section does not apply to a company to the extent that it is negated,
modified or inconsistent with provisions for the redemption of its shares
specified in —Redemptions orpurchase deemed not
to be a distribution(a)the company‘s memorandum or articles; or(b)a written agreement between the company and the shareholder.

77. The redemption, purchase or other acquisition by a company of one or more of
its own shares is deemed not to be a distribution where —(a) the company redeems the share or shares under and in accordance withsection 76;(b) the company otherwise redeems the share or shares pursuant to a right of ashareholder to have his shares redeemed or to have his shares exchanged
for money or other property of the company; or(c) the company redeems, purchases or otherwise acquires the share or sharesby virtue of the provisions of section 207 (Redemption of minority shares)
or section 210 (Rights of dissenters).

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Supplement of the Official Gazette[10th August 2016]

78. (1) A company may hold shares that have been redeemed, purchased orotherwise acquired under section 73 as treasury shares if —(a)the memorandum or articles of the company do not prohibit itfrom holding treasury shares;(b)

the directors resolve that shares to be redeemed, purchased orotherwise acquired shall be held as treasury shares; and(c)the number of shares purchased, redeemed or otherwise acquired,when aggregated with shares of the same class already held by
the company as treasury shares, does not exceed fifty per cent of
the shares of that class previously issued by the company,
excluding shares that have been cancelled.

Treasury shares(2) All the rights and obligations attaching to a treasury share are suspended
and shall not be exercised by or against the company while it holds theshare as a treasury share.

79. Treasury shares may be transferred by the company and the provisions of thisAct and the memorandum and articles that apply to the issue of shares apply tothe transfer of treasury shares.

Transfer oftreasury shares

Sub-Part VI – Alteration of capital
80. (1) Subject to subsections (2), (3) and (4), section 83 and to its memorandum
and articles, a par value company may —(a)amend its memorandum in accordance with Sub-Part III of Part
II to alter its authorised capital;(b)

increase its share capital by creating new shares of such amountas it thinks fit;(c)combine all or any of its shares (whether issued or not) into asmaller number of shares with a larger par value amount than its
existing shares;(d)divide all or any of its shares into a larger number of shares witha smaller par value amount than its existing shares; and(e)change the currency denomination of its share capital or any classof its share capital.

(2) A division or combination of par value shares, including issued shares, ofa class or series shall be for a larger or smaller number, as the case may be,of shares in the same class or series.

Alteration ofcapital of parvalue companies

[10th August 2016]

Supplement of the Official Gazette(3) Where par value shares are divided or combined under this section, theaggregate par value of the new shares must be equal to the aggregate parvalue of the original shares.
(4) If any alteration to the company‘s authorised capital or to the composition
thereof is involved, paragraphs (b) to (e) of subsection (1) shall be subject
to paragraph (a) of subsection (1).

Alteration of capital ofno par value companies

81. (1) Subject to subsections (2) and (3), section 83 and to its memorandum andarticles, a no par value company may —(a)amend its memorandum in accordance with Sub-Part III of Part II
to alter its authorised capital, including to increase or reduce thenumber of shares that it is authorised to issue;(b)combine all or any of its shares (whether issued or not) into asmaller number of shares; and(c)divide all or any of its shares (whether issued or not) into a larger
number of shares.

(2) A division or combination of no par value shares, including issued shares,of a class or series shall be for a larger or smaller number, as the case may
be, of shares in the same class or series.
(3) If any alteration to the company‘s authorised capital or to the composition
thereof is involved, paragraphs (b) and (c) of subsection (1) shall be subject
to paragraph (a) of subsection (1).

Forfeiture of shares

82. (1) Subject to contrary provision in its memorandum or articles, a company
may —
(a)

in accordance with this section cause any of its shares which havebeen issued otherwise than as fully paid to be forfeited for failure
to pay any sum due and payable on them; or(b)accept the surrender of such shares instead of causing them to beso forfeited.

(2) Notwithstanding any provision to the contrary in the memorandum or
articles of a company or the terms of issue of any shares in such company,a share may only be forfeited if a written notice of forfeiture has been
served on the member who defaults in making payment in respect of theshare.

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Supplement of the Official Gazette[10th August 2016](3) The written notice of forfeiture referred to in subsection (2) shall specify adate not earlier than the expiration of 14 days from the date of service ofthe notice on or before which the payment required by the notice is to bemade and shall contain a statement that, in the event of non-payment at or
before the time specified in the notice the shares, or any of them, in respectof which payment is not made will be liable to be forfeited.
(4) Where a written notice of forfeiture has been issued under this section andthe requirements of the notice have not been complied with, the directors
may, at any time before tender of payment, forfeit and cancel the shares towhich the notice relates.
(5) The company is under no obligation to refund any moneys to the member
whose shares have been cancelled pursuant to subsection (4) and thatmember shall be discharged from any further obligation to the company.

83. (1) Subject to this Sub-Part and to any contrary provisions in its memorandum
or articles, a company having a share capital may by special resolution
reduce its share capital in any way.
(2) In particular, and without prejudice to the generality of subsection (1), thecompany may —(a)extinguish or reduce the liability on any of its shares in respectof share capital not paid up;(b)with or without extinguishing or reducing liability on any of its
shares —(c)(i)

cancel any paid-up share capital which is lost or
unrepresented by available assets; or(ii)

pay off any paid-up share capital which is in excess ofthe needs of the company; andif and so far as is necessary, alter its memorandum by reducing
the amount of its share capital and of its shares accordingly.

(3) Subject to a company‘s memorandum and articles, a reduction of sharecapital of a company shall not be subject to confirmation by the Court if
the directors of the company pass a resolution approving the reduction if
they are satisfied, on reasonable grounds, that the company will,
immediately after the reduction, satisfy the solvency test.
(4) A resolution of directors passed under subsection (3) shall contain astatement that, in the opinion of the directors, the company will,
immediately after the reduction in issued capital, satisfy the solvency test.

Reduction ofshare capital[10th August 2016]

Supplement of the Official Gazette(5) Any director who makes a statement under subsection (4) that the company
satisfies the solvency without having reasonable grounds for that statement
commits an offence and is liable on conviction to a fine not exceeding
US$25,000.
(6) The provisions of this section shall not apply in relation to a mutual fund(as defined in the Mutual Fund and Hedge Fund Act) or to any othercompany which redeems any of its shares under and in accordance withsection 76 (Shares redeemed at the option of a shareholder).

Application to Court
for order ofconfirmation

84. (1) Subject to subsection (2), where a company has passed a special resolution
for reducing its issued share capital, it may apply to the Court for an orderconfirming the reduction.
(2) Where a company has passed a special resolution for reducing its issued
share capital, it shall apply to the Court for an order confirming the
reduction if —(a)a resolution of directors has not been passed under section 83(3);or(b)

the company‘s memorandum or articles specifies that a reductionof share capital of the company shall be subject to confirmation by
the Court.

(3) If the proposed reduction of share capital involves either —(a)a diminution of liability in respect of any amount unpaid on ashare; or(b)

the payment to a shareholder of any paid up capital, and in any
other case if the Court so directs, subsections (4), (5), and (6) haveeffect, but subject throughout to subsection (7).

(4) Every creditor of the company who at the date fixed by the Court is entitledto a debt or claim which if that date were the commencement of thewinding up of the company, would be admissible in proof against thecompany is entitled to object to the reduction of share capital.
(5) The Court shall settle a list of creditors entitled to object, and for that
purpose —(a)shall ascertain, as far as possible, without requiring an applicationfrom any creditor, the names of those creditors and the nature andamount of their debts or claims; and(b)

may direct the publication of notices fixing a day or days within
which creditors not entered on the list are to claim to be so enteredor are to be excluded from the right of objecting to the reductionof capital.

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Supplement of the Official Gazette[10th August 2016](6) If a creditor entered on the list referred to in subsection (5) whose debt or
claim is not discharged or has not determined does not consent to the
reduction, the Court may dispense with the consent of that creditor, on thecompany securing payment of the creditor‘s debt or claim by appropriating(as the Court may direct) the following amount —(a)if the company admits the full amount of the debt or claim or,
though not admitting it, is willing to provide for it, then the fullamount of the debt or claim;(b)

if the company does not admit, and is not willing to provide for,the full amount of the debt or claim, or if the amount is contingent
or not ascertained, then an amount fixed by the Court after an
enquiry and adjudication.

(7) If a proposed reduction of share capital involves either the diminution of aliability in respect of unpaid capital or the payment to a shareholder of paid
up capital, the Court may, if having regard to any special circumstances of
the case it thinks proper to do so, direct that subsections (4) to (6) shall not
apply as regards any class or any classes of creditors.

85. (1) The Court, if satisfied with respect to every creditor of the company who
under section 84 is entitled to object to the reduction of share capital thateither —(a)the creditor‘s consent to the reduction has been obtained; or(b)the creditor‘s debt or claim has been discharged or has
determined, or has been secured,

Court orderconfirming
reduction

may make an order confirming the reduction of share capital on such terms
and conditions as it thinks fit.
(2) Where the Court so orders, it may also make an order requiring thecompany to publish, as the Court directs, the reasons for reduction ofcapital or such other information in regard to it as the Court thinks fit witha view to giving proper information to the public and, if the Court thinks
fit, the causes which led to the reduction.
86. (1) Where the Court confirms the reduction of a company‘s share capital, thecompany shall deliver to the Registrar —(a)the order of the Court confirming the reduction; and(b)a minute, approved by the Court, showing in respect of thecompany the information specified in subsection (2).

Registrationof order andminute of
reduction

[10th August 2016]

Supplement of the Official Gazette(2) The information to which subsection (1) refers is —(a)the aggregate amount of the reduced share capital, as confirmed by
the Court;(b)the number of shares into which the share capital is to be divided,
and, in the case of a par value company, the amount of each share;(c)in the case of a par value company the amount (if any), at the dateof the registration of the order and minute under subsection (3),which will remain paid up on each share which has been issued;
and

(d)

in the case of a no par value company, the amount (if any)remaining unpaid on issued shares.

(3) The Registrar shall register the order and minute, and thereupon the
resolution for reducing the share capital as confirmed by the order shalltake effect.
(4) The Registrar shall certify the registration of the order and minute and suchcertificate —(a)shall be signed by the Registrar and sealed with the Registrar‘s
seal;

(b)

is conclusive evidence that all the requirements of this Act withrespect to the reduction of share capital have been complied with,and the company‘s share capital is as stated in the minute.

(5) The minute when registered is deemed to be substituted for thecorresponding part of the company‘s memorandum.

Liability of members
on reduced shares

87. (1) In the case of a reduction of share capital, a member of the company, pastor present, shall not be liable in respect of any share to any call orcontribution exceeding in amount the difference, if any, between theamount of the share as fixed by the minute and the amount paid or the
reduced amount, if any, which is to be deemed to have been paid on theshares.
(2)

If any creditor entitled in respect of any debt or claim to object to the
reduction of issued share capital is, by reason of his ignorance of theproceedings for reduction or of their nature and effect with respect to his
debt or claim, not entered on the list of creditors, and after the reduction
the company is unable to pay the amount of his debt or claim, then —

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Supplement of the Official Gazette[10th August 2016](a)every person who was a member of the company at the date of
the registration of the order for reduction and minute shall be
liable to contribute for the payment of that debt or claim anamount not exceeding the amount which he would have been
liable to contribute if the company had commenced to be wound
up on the day before the said date; and(b)

if the company is wound up, the Court, on the application of any
such creditor and proof of his ignorance as aforesaid, may if it
thinks fit, settle accordingly a list of persons so liable tocontribute, and make and enforce calls and orders on thecontributories in a winding up.

(3) Nothing in this section shall affect the rights of the contributories among
themselves.

88. If an officer of the company in respect of an application to the Court under thisSub-Part —Forfeiture ofshares(a) wilfully conceals the name of a creditor entitled to object to the reductionof share capital;(b) wilfully misrepresents the nature or amount of the debt or claim of acreditor; or(c) aids, abets or is privy to any such concealment or misrepresentation,
the officer is guilty of an offence and is liable on conviction to a fine notexceeding US$25,000.

Sub-Part VII – Security over shares
89. In this Sub-Part, „pledge“ means any form of security interest, including,
without limitation —(a) a pledge;(b) a charge; or(c) a hypothecation,over one or more shares in a company, other than an interest arising by operationof law, and „pledged“, „pledgee“ and „pledgor“ shall be construed accordingly.

Forfeiture ofshares[10th August 2016]
Right to pledge shares

Supplement of the Official Gazette

90. Subject to —(a) the provisions of a company‘s memorandum or articles; and(b) any other prior written agreement made by the shareholder,a shareholder may pledge a share held by him in a company.

Form of pledge ofshares91. (1) A pledge of shares of a company shall be in writing signed by, or with theauthority of, the shareholder whose name is entered in the company‘sregister of members as the holder of the share to which the pledge relates.
(2) A pledge of shares of a company need not be in any specific form but it
shall clearly indicate —Pledge of shares
governed by
Seychelles law(a)the intention to create a pledge; and(b)the amount secured by the pledge or how that amount is to be
calculated.

92. (1) Subject to this section, where the governing law of a pledge of shares in acompany is the law of Seychelles, in the case of a default by the pledgor
under the terms of the pledge, the pledge is entitled to the following
remedies —(a)subject to any limitations or provisions to the contrary in the
instrument creating the pledge, the right to sell the shares;(b)

subject to any limitations or provisions to the contrary in the
instrument creating the pledge, the right to —(i)vote on the shares;(ii)

receive distributions in respect of the shares; and(iii)

exercise other rights and powers of the pledgor in respectof the shares,

until such time as the pledge is discharged; and(c)the right to appoint a receiver who, subject to any limitations orprovisions to the contrary in the instrument creating the pledge,
may —
(i)

vote on the shares;(ii)

receive distributions in respect of the shares; and(iii)

exercise other rights and powers of the pledgor in respectof the shares,

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until such time as the pledge is discharged.
(2) Subject to subsection (3), the remedies referred to in subsection (1) are notexercisable until —(a)a default has occurred and has continued for a period of not lessthan thirty days, or such shorter period as may be specified in the
instrument creating the pledge; and(b)the default has not been rectified within fourteen days or such
shorter period as may be specified in the instrument creating thepledge from service of the notice specifying the default andrequiring rectification thereof.

(3) Where the governing law of a pledge of shares in a company is the law of
Seychelles, if the instrument creating the pledge so provides, the remedies
referred to in subsection (1) are exercisable immediately on a default
occurring.
(4) Subject to any limitations or provisions to the contrary in the instrument
creating the pledge, the remedies referred to in subsection (1) are
exercisable without an order of the Court.

93. (1) Notwithstanding any provision to the contrary in the instrument creating apledge of shares governed by Seychelles law, in the event that a pledgee is
exercising his right of sale pursuant to section 92(1)(a), the sale shall be at—(a)open market value at the time of sale; or(b)

the best price reasonably obtainable if there is no open market
value at the time of sale.

Exercising powerof sale under a
Seychelles law
pledge of shares(2) Subject to any provision to the contrary in the instrument creating a pledgeof shares governed by Seychelles law, a sale pursuant to subsection (1)may be conducted in any manner, including by private sale or public
auction.
94. Where the governing law of a pledge of shares in a company is not the law of
Seychelles —(a) the pledge shall be in compliance with the requirements of its governing
law in order for the pledge to be valid and binding on the company; and(b) the remedies available to a pledgee shall be governed by the governing law
and the instrument creating the pledge, except that the rights between thepledgor or pledgee as a member of the company and the company shallcontinue to be governed by the memorandum and articles of the company
and this Act.

Pledge of shares
governed byforeign law

[10th August 2016]
Application ofengorgement monies

Supplement of the Official Gazette

95. Subject to any provision to the contrary in the instrument creating a pledge ofshares of a company, all amounts that accrue from the enforcement of the pledge
shall be applied in the following manner —(a) firstly, in meeting the costs incurred in enforcing the pledge;(b) secondly, in discharging the sums secured by the pledge; and(c) thirdly, in paying any balance due to the pledgor.

Annotating and filingof register of members

96. (1) At the written request of a shareholder who has created a pledge overshares in a company, the company shall enter or cause to be entered in its
register of members —

(2)

(a)

a statement that the shares are pledged;(b)

the name and address of the pledgee; and(c)the date on which the statement and name are entered in the registerof members.

A copy of the register of members of a company, annotated in accordancewith subsection (1), may be filed by the company with the Registrar inaccordance with section 349.

Sub-Part VIII – Conversion of par value shares into no par value shares andvice versa
Conversion of share inpar value companies

97. (1) A par value company may convert its shares into no par value shares byaltering its memorandum in accordance with this section.
(2) The power conferred by subsection (1) —(a)may only be exercised by converting all of the company‘s shares
into no par value shares;(b)

may only be exercised by a special resolution of the company and,if there is more than one class of issued shares, with the approvalof a special resolution passed at a separate meeting of the holdersof each class of shares; and(c)may be exercised whether or not the issued shares of the company
are fully paid.

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Supplement of the Official Gazette[10th August 2016](3) The special resolution of the company —(a)shall specify the number of no par value shares into which eachclass of issued shares is to be divided;(b)

may specify any number of additional no par value shares which
the company may issue; and(c)shall make such other alterations to the memorandum and articles
as may be requisite in the circumstances.

(4) Upon converting its shares under this section, the company —(a)shall transfer, from the share capital account for each class ofshares to the stated capital account for that class, the total amountthat has been paid up on the shares of that class; and(b)shall transfer any amount standing to the credit of a sharepremium account or capital redemption reserve to the statedcapital account for the class of share which would have fallen to
be issued if that amount had been applied in paying up unissued
shares issued to members as fully paid bonus shares.

(5) On the conversion of a company‘s shares under this section, any amountwhich is unpaid on any share immediately before the conversion remains
payable when called or due.

98. (1) A no par value company may convert its shares into par value shares byaltering its memorandum in accordance with this section.
(2) The power conferred by subsection (1) —(a)may only be exercised by converting all of the company‘s shares
into par value shares;(b)

may only be exercised by a special resolution of the company
and, if there is more than one class of issued shares, with theapproval of a special resolution passed at a separate meeting of
the holders of each class of shares; and(c)may be exercised whether or not the issued shares of thecompany are fully paid.

Conversion ofshares in no parvalue companies

[10th August 2016]

Supplement of the Official Gazette(3) For the purpose of a conversion of shares under this section, each share ofa class shall be converted into a share which —(a)confers upon the holder, as nearly as possible, the same rights aswere conferred by it before the conversion; and(b)

has a nominal value specified in the special resolution of thecompany, being a value not exceeding the amount standing to thecredit of the stated capital account for that class divided by the
number of shares of that class in issue.

(4) The special resolution of the company shall make such alterations to thememorandum and articles as may be requisite in the circumstances.
(5) Upon converting its shares under this section, the company —(a)shall, to the extent that the amount standing to the credit of thestated capital account for each class of shares equals the total
nominal amount of the shares of the class into which those sharesare converted, transfer the amount to the share capital account; and(b)shall, to the extent (if any) that the amount exceeds that total
nominal amount, transfer it to the share premium account for thatclass.

(6) On the conversion of a company‘s shares under this section, any amountwhich is unpaid on any share immediately before the conversion remains
payable when called or due.

PART VI – MEMBERSHIP
Sub-Part I – Members
Minimum numberof members

99. (1) Subject to subsection (2), a company shall at all times have one or moremembers.
(2) Subsection (1) does not apply during the period from the incorporation of
the company to the appointment of its first directors.

Requirement forcompany limited byshares and guarantee

100.

In the case of a company limited by shares and guarantee, at least one of
the members of the company shall be a guarantee member.

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101. (1) Subject to subsection (2) and unless prohibited under a company‘s
memorandum or articles, a minor or an incapacitated adult may be amember of a company.

Minors andincapacitated(2) Where a company‘s memorandum or articles does not prohibit a minor
or incapacitated adult from being a member of a company, no shares shallbe issued to a minor or incapacitated adult unless one or more persons(for the purposes of this section called a „representative“) are legally
entitled to, and are willing to, represent the interests of the minor orincapacitated adult in respect of exercising any voting or other rights
attached to the shares for and on behalf of the minor or incapacitatedadult.
(3) Nothing in this section shall prevent shares in a company from being heldby a person in a trustee or guardian capacity as a member for and on
behalf of a minor or incapacitated adult.
(4) A representative, and a trustee or guardian under subsection (3), shall —(a)

not be a minor or an incapacitated adult; and(b)

act in the best interests of the minor or incapacitated adult.

102. (1) A member of a limited company has no liability, as a member, for theliabilities of the company.
(2) The liability of a shareholder to the company, as shareholder, is limited
to —
(a)

any amount unpaid on a share held by the shareholder;(b)

any liability expressly provided for in the memorandum or
articles of the company; and(c)any liability to repay a distribution under section 72(1).

(3) The liability of a guarantee member to the company, as guarantee
member, is limited to —(a)the amount that the guarantee member is liable to contribute as
specified in the memorandum in accordance with section
16(1);and(b)

any other liability expressly provided for in the memorandum
or articles of the company; and(c)any liability to repay a distribution under section 72(1).

Liability ofmembers

[10th August 2016]
Service on members

Supplement of the Official Gazette103. Any notice, information or written statement required under this Act to begiven by a company to members shall be served —(a)in the manner specified in the memorandum or articles, as thecase may be; or(b)

in the absence of a provision in the memorandum or articles, by
personal service or by mail addressed to each member at theaddress shown in the register of members or, where the member
consents, by and in accordance with such electronic means as
may be permitted by sections 364 and 365.

Sub-Part II – Register of members
Register of members

104. (1) Subject to section 106, every company shall keep at its registered officein Seychelles a register to be known as a register of members, and enterin it the following information as appropriate for the company —(a)the name and address of each person who holds any shares in thecompany;(b)the number of each class and series of shares held by eachshareholder;(c)the name and address of each person who is a guarantee memberof the company;(d)the date on which the name of each member was entered in theregister of members; and(e)the date on which any person ceased to be a member.

(2) A company shall ensure that the information required by subsection (1)to be kept in its register of members is accurate and up-to-date.
(3) The register of members may be in such form as the directors may
approve but if it is in magnetic, electronic or other data storage form, thecompany must be able to produce legible evidence of its contents.
(4) An entry relating to a former member of the company may be removed
from the register after seven years from the date on which the member
ceased to be a member.
(5) A company that contravenes subsection (1) or (2) shall be liable to apenalty fee of US$500 and an additional penalty fee of US$50 for eachday or part thereof during which the contravention continues.
(6) A director who knowingly permits a contravention under subsection (1)or (2) shall be liable to a penalty fee of US$500 and an additional penalty
fee of US$50 for each day or part thereof during which the contravention
continues.

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105. (1) The register of members is prima facie evidence of any matters which areby this Act directed or permitted to be inserted in it.

Nature of register(2) Without prejudice to the generality of subsection (1), the entry of thename of a person in the register of members as a holder of a share in acompany is prima facie evidence that legal title in the share vests in that
person.
(3) Subject to its memorandum or articles, a company shall treat the holder
of a share, as appearing in the company‘s register of members, as the only
person entitled to —(a)exercise any voting rights attaching to the share;(b)receive notices;(c)

receive a distribution in respect of the share; and(d)exercise other rights and powers attaching to the share.

106. (1) A listed company (as defined in the Securities Act) may apply in writing
to the Registrar for approval to keep its register of members at a locationin Seychelles at a place other than its registered office.
(2) The Registrar may in its absolute discretion approve or decline anapplication by a listed company under subsection (1) or impose suchconditions as it may think fit in relation to approving any suchapplication.
(3) Where a listed company keeps its register of members at an approved
location pursuant to subsection (1), it shall —(a)not, without the Registrar‘s prior written approval, change thelocation of where it keeps its register of members;(b)within 14 days of an approval given by the Registrar undersubsection (1), notify in writing its registered agent of theaddress of the location at which its register of members is kept;(c)within 14 days of any change in the location at which its registerof members is kept, notify in writing its registered agent of thechanged location; and(d)subject to subsection (4), keep a copy of its register of members
at its registered office and, where there is any change in theregister, provide the registered agent with an updated copy of
the register within 14 days.

Register ofmembers of listedcompanies

[10th August 2016]

Supplement of the Official Gazette(4) In lieu of complying with the requirement under subsection (3)(d), a
company may, with the prior written approval of the Registrar on suchconditions as the Registrar may think fit, give its registered agent
electronic or other instant access to its register of members.
(5) In the event that a listed company issues or may issue both certificatedand uncertificated shares, it may, with the prior written approval of theRegistrar on such conditions as the Registrar may think fit, keep two subregisters of members which shall together constitute the company‘sregister of members.
(6) A company that contravenes any requirement of this section shall be
liable to a penalty fee of US$500 and an additional penalty fee of US$25
for each day or part thereof during which the contravention continues.
(7) A director who knowingly permits a contravention under this section
shall be liable to a penalty fee of US$500 and an additional penalty feeof US$25 for each day or part thereof during which the contravention
continues.

Inspection of registerof members

107. (1) A director or member of a company is entitled without charge to inspect
the company‘s register of members.
(2) A person‘s right to inspection under subsection (1) is subject to suchreasonable notice or other restrictions as the company may by its articles
or by resolution of directors impose, but so that not less than 2 hours ineach business day be allowed for inspection.
(3) A person with the right to inspection under subsection (1) is entitled torequest a copy of the company‘s register of members or an extract of it,
in which event the company may charge a reasonable copying fee.
(4) If an inspection under subsection (1) is refused, or if a copy document
requested under subsection (3) is not made available within 21 businessdays of the request —(a)the company commits an offence and is liable on conviction to afine not exceeding US$5,000; and(b)the aggrieved person may apply to the Court for an order that heshould be permitted to inspect the register or that a copy of theregister or an extract of it be provided to him.

(5) On an application under subsection (4), the Court may make such orders
as it considers just.

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108. (1) If —Rectification ofregister of members(a)information that is required to be entered in the register ofmembers under section 104 is omitted from the register or
inaccurately entered in the register; or(b)there is unreasonable delay in entering the information in theregister,a member of the company, or any person who is aggrieved by theomission, inaccuracy or delay, may apply to the Court for an order thatthe register be rectified.
(2) On an application under subsection (1), the Court may —(a)either refuse the application, with or without costs to be paid by
the applicant, or order the rectification of the register, and may
direct the company to pay all costs of the application and any
damages the applicant may have sustained;(b)

determine any question relating to the right of a person who isa party to the proceedings to have his name entered in oromitted from the register of members, whether the question
arises between —

(c)

(i)

two or more members or alleged members; or(ii)between one or more members or alleged members andthe company; andotherwise determine any question that may be necessary or
expedient to be determined for the rectification of the registerof members.

Sub-Part III – Members Meetings and Resolutions
109. (1) Unless otherwise specified in this Act or in the memorandum or articles
of a company, the exercise by the members of a company of a power
which is given to them under this Act or the memorandum or articles shallbe by a resolution —(a)passed at a meeting of members held in accordance with thisSub-Part; or(b)passed as a written resolution in accordance with section 122.

Resolutions

[10th August 2016]
Ordinary resolutions

Supplement of the Official Gazette110. (1) Subject to section 111, an ordinary resolution of the members, or of aclass of members, of a company means a resolution passed by a simple
majority.
(2) A resolution passed at a meeting on a show of hands is passed by a simple
majority if it is passed by in excess of half of the members who, being
entitled to do so, vote in person or by proxy on the resolution.
(3) A resolution passed on a poll taken at a meeting is passed by a simple
majority if it is passed by members representing in excess of half of thetotal votes of members who, being entitled to do so, vote in person or byproxy on the resolution.
(4) A written resolution is passed by a simple majority if it is passed inaccordance with this Sub-Part by members representing in excess of halfof the total votes of members entitled to vote on the resolution.
(5) For the purposes of subsections (2), (3) and (4) —(a)votes of shareholders shall be counted according to the votes
attached to the shares held by the shareholder voting; and(b)unless the memorandum or articles otherwise provide, aguarantee member is entitled to one vote on any resolution onwhich he is entitled to vote.

(6) Anything that may be done by ordinary resolution may also be done byspecial resolution.
(7) Unless the context otherwise requires, a reference in this Act to a
resolution of members shall mean an ordinary resolution.

Ordinary resolutions
may be required tohave a higher
proportion of votes

111. Section 110 does not preclude a company‘s memorandum or articles fromproviding that all or certain ordinary resolutions are to be passed by a higher
majority of votes than a simple majority.

Special resolutions

112. (1) Subject to section 113, a special resolution of the members, or of a classof members, of a company means a resolution passed by not less than a
two-thirds majority.
(2) A resolution passed at a meeting on a show of hands is passed by a twothirds majority if it is passed by not less than two-thirds of the members
who, being entitled to do so, vote in person or by proxy on the resolution.
(3) A resolution passed on a poll taken at a meeting is passed by a two-thirds
majority if it is passed by members representing not less than two-thirdsof the total votes of members who, being entitled to do so, vote in personor by proxy on the resolution.

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Supplement of the Official Gazette[10th August 2016](4) A written resolution is passed by a two-thirds majority if it is passed inaccordance with this Sub-Part by members representing not less than
two-thirds of the total votes of members entitled to vote on the resolution.

113. Section 112 does not preclude a company‘s memorandum or articles fromproviding that all or certain special resolutions are to be passed by a higher
majority of votes than a two-thirds majority.

Special resolutions
may be required tohave a higher
proportion of votes

114. (1) Subject to a company‘s memorandum and articles, a meeting of themembers of the company may be held at such time and in such place,
within or outside Seychelles, as the convener of the meeting considers
appropriate.

Convening ofmembers meetings(2) Subject to any limitations in a company‘s memorandum and articles, anyof the following persons may convene a meeting of the members of thecompany at any time —(a)the directors of the company; or(b)such person or persons as may be authorised by thememorandum or articles to call the meeting.

(3) Subject to a provision in the memorandum or articles for a lesser
percentage, the directors of a company shall call a meeting of themembers of the company if requested in writing to do so by members
entitled to exercise at least twenty per cent of the voting rights in respectof the matter for which the meeting is requested.
(4) A written request under subsection (3) shall state the objects of themeeting, and shall be signed by or on behalf of the requesting members
and given to the directors at the company‘s registered office or principal
place of business, and may consist of several documents in similar form
each signed by or on behalf of one or more requesting members.
(5) Subject to a provision in the memorandum or articles changing any time
period referred to in this subsection, if the directors do not, within 21 days
from the date of the service of the written request under subsections (3)and (4), call a meeting to be held within 2 months of that date, therequesting members, or any of them representing more than one half ofthe total voting rights of all of them, may themselves call a meeting, buta meeting so called shall not be held after 3 months from that date.
(6) A meeting called under this section by requesting members shall becalled in the same manner, as nearly as possible, as that in which meetings
are to be called by directors.

[10th August 2016]

Supplement of the Official Gazette(7) Reasonable expenses incurred by the requesting members by reason of
the failure of the directors to call a meeting shall be repaid to therequesting members by the company, and sums so repaid shall be retainedby the company out of sums due or to become due from the company by
way of fees or other remunerations in respect of their services to thedirectors who were in default.

Notice of meetingsof members

115. (1) Subject to a requirement in the memorandum or articles to give longer
notice, a person or persons convening a meeting of the members of acompany shall give to those persons whose names, on the date the notice
is given, appear as members in the register of members and are entitledto vote at the meeting —(a)

in the case of a meeting for the passing of a special resolution,
not less than 21 days‘ notice in writing; and(b)in the case of a meeting other than as referred to in paragraph (a),not less than 7 days‘ notice in writing.

(2) Notwithstanding subsection (1), and subject to the memorandum or
articles, a meeting of members held in contravention of the requirement
to give notice is valid if members holding a ninety per cent majority, orsuch other majority as may be specified in the memorandum or articles,of the total voting rights on all the matters to be considered at the meeting
have waived notice of the meeting and, for this purpose, the presence ofa member at the meeting shall be deemed to constitute a waiver on his
part.
(3) The inadvertent failure of the convener or conveners of a meeting ofmembers to give notice of the meeting to a member, or the fact that amember has not received the notice, does not invalidate the meeting.

Quorum116. The quorum for a meeting of the members of a company for the purposes of aresolution 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 personor by proxy, members entitled to exercise at least fifty percent of the votes.

Attending meeting bytelephone or otherelectronic means

117. Subject to the memorandum or articles of a company, a member of thecompany shall be deemed to be present at a meeting of members if —(a)the member participates by telephone or other electronic means; and(b)

all members participating in the meeting are able to hear each other.

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118. (1) A body corporate, whether or not a company within the meaning of thisAct, may by resolution of its directors or other governing body authorisesuch person as it thinks fit to act as its representative at any meeting of acompany, or of any class of members of a company, or of creditors of acompany which it is entitled to attend.

Representation ofbody corporate at
meetings(2) A person so authorised in accordance with subsection (1) is entitled toexercise the same powers on behalf of the body corporate which theperson represents as that body corporate could exercise if it were an
individual member or creditor of the company.

119. Subject to a company‘s memorandum and articles, the following apply where
shares are jointly owned —Jointly owned
shares(a) if two 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 amember;(b) if only one of them is present in person or by proxy, he may vote on
behalf of all of them; and(c) if two or more are present in person or by proxy, they must vote as one.

120. (1) A member of a company is entitled by written instrument to appoint
another person as his proxy to represent the member at any meeting of
the company at which the member is entitled to attend and vote.

Proxies(2) Where a proxy attends a meeting as referred to in subsection (1), theproxy may speak and vote on behalf of the member who appointed theproxy.
(3) This section applies to meetings of any class of members as it applies togeneral meetings.

121. (1) A provision contained in a company‘s memorandum or articles is void in
so far as it would have the effect either —(a)of excluding the right to demand a poll at a meeting ofmembers, or at a meeting of any class of members, on aquestion other than the election of the chairman of the meetingor the adjournment of the meeting; or(b)of making ineffective a demand for a poll on any such question
which is made either —Demand for poll

[10th August 2016]

Supplement of the Official Gazette(i)by not less than 5 members having the right to vote on
the question; or(ii)

by a member or members representing not less than onetenth of the total voting rights of all the members having
the right to vote on the question.

(2) A written instrument appointing a proxy to vote at such a meeting isdeemed also to confer authority to demand or join in demanding a poll;
and for the purposes of subsection (1) a demand by a person as proxy fora member is the same as a demand by the member.
(3) On a poll taken at such a meeting, a member entitled to more than one
vote need not, if the member votes, in person or by proxy, use all his
votes or cast all the votes he uses in the same way.

Written consent
resolutions ofmembers122. (1) Subject to the memorandum and articles of the company, an action that
may be taken by members of a company at a meeting of members or any
class of members may also be taken by a resolution of members
consented to in writing or by telex, telegram, cable or other written
electronic communication, without the need for any notice.
(2) A resolution under subsection (1) may consist of several documents,
including written electronic communications, in like form each signed orotherwise assented to by or on behalf of one or more members.
(3) A resolution under this section shall be deemed to be passed when theconsent instrument, or the last of several instruments, is last signed orotherwise assented to or on such later date as is specified in the resolution.

Court mayorder meeting123. (1) The Court may order a meeting of members to be called, held andconducted in such manner as the Court orders if it is of the opinion that—(a)it is for any reason impracticable to call or conduct a meeting of
the members of a company in the manner specified in this Act orin the memorandum and articles of the company; or(b)

it is in the interests of the members of the company that a meetingof members is held.

(2) An application for an order under subsection (1) may be made by amember or director of the company.
(3) The Court may make an order under subsection (1) on such terms,
including as to the costs of conducting the meeting and as to the provisionof security for those costs, as it considers appropriate.

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Supplement of the Official Gazette[10th August 2016](4) Where such an order is made, the Court may give such ancillary orconsequential directions as it thinks expedient; and these may include a
direction that one member of the company present in person or by proxy
be deemed to constitute a meeting.

124. Where a resolution is passed at an adjourned meeting of the members or any
class of members of a company, the resolution is for all purposes to be treatedas having been passed on the date on which it was in fact passed, and is not to
be deemed passed on any earlier date.

125. (1) A company shall keep —(a)minutes of all meetings of its members;(b)minutes of all meetings of any class of its members;(c)copies of all written resolutions consented to by its members;
and

(d)

copies of all written resolutions consented to by any class of its
members.

Resolution passed atadjourned meeting

Keeping of minutes
and resolutions ofmembers(2) The records referred to in subsection (1) (which in this Sub-Part shall bereferred to as „minutes and resolutions“) shall be kept for at least sevenyears from the date of the meeting or written resolution, as applicable.
(3) A company that contravenes this section shall be liable to a penalty feeof US$25 for each day or part thereof during which the contravention
continues.
(4) A director who knowingly permits a contravention under this section
shall be liable to a penalty fee of US$25 for each day or part thereofduring which the contravention continues.

126. (1) A company shall keep its minutes and resolutions at such place inside oroutside of Seychelles as the directors shall determine.
(2) Where a company does not keep its minutes and resolutions at its
registered office, it shall notify in writing its registered agent of thephysical address of the place at which its minutes and resolutions are
kept.
(3) Where there is a change in the place at which its minutes and resolutions
are kept, a company shall, within 14 days of the change, notify in writing
its registered agent of the physical address of the place at which its
minutes and resolutions are kept.

Location of minutes
and resolutions ofmembers

[10th August 2016]

Supplement of the Official Gazette(4) A company that contravenes subsections (1), (2) or (3) shall be liable toa penalty fee of US$25 for each day or part thereof during which thecontravention continues.
(5) A director who knowingly permits a contravention under subsections (1),(2) or (3) shall be liable to a penalty fee ofUS$25 for each day or part
thereof during which the contravention continues.

Inspection of minutes
and resolutions ofmembers127. (1) A director of a company is entitled to inspect the company‘s minutes andresolutions without charge.
(2) A member of a company is entitled to inspect without charge minutes andresolutions of those classes of members of which he is a member.
(3) A person‘s right to inspection under subsections (1) or (2) is subject tosuch reasonable notice or other restrictions as the company may by its
articles or by resolution of directors impose, but so that not less than 2hours in each business day be allowed for inspection.
(4) A person with the right to inspection under subsections (1) or (2) isentitled to request a copy of any of the company‘s minutes andresolutions which the person is entitled to inspect, in which event thecompany may charge a reasonable copying fee.
(5) If an inspection under subsections (1) or (2) is refused, or if a copy
document requested under subsection (4) is not made available within 21
business days of the request —(a)the company commits an offence and is liable on conviction to afine not exceeding US$5,000; and(b)the aggrieved person may apply to the Court for an order that heshould be permitted to inspect the relevant minutes andresolutions or that a copy of such minutes and resolutions beprovided to him.

(6) On an application under subsection (5), the Court may make such orderas it considers just.

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PART VII – DIRECTORS
Sub-Part I – Management of Companies
128. Subject to any modifications or limitations in the company‘s memorandum or
articles —Management ofcompany(a) the business and affairs of a company shall be managed by, or under the
direction or supervision of, the directors of the company; and(b) the directors of a company have all the powers necessary for managing,and for directing and supervising, the business and affairs of thecompany.

129. Wherever in this Act an obligation or duty is placed on a company or acompany is authorised to do any act then unless it is otherwise provided suchobligation, duty or act shall be carried out or caused to be carried out by the
directors of the company.

Carrying out ofcompany
obligations bydirectors

130. (1) A company shall at all times have at least one director appointed inaccordance with this Act, except where otherwise provided by anotherwritten law of Seychelles.

Minimum numberof directors(2) Subsection (1) does not apply during the period between theincorporation of the company and the appointment of the first directors.
(3) Subject to subsection (1), the number of directors of a company may be
fixed by, or in the manner provided in, the company‘s articles.

131. (1) Without limiting the manner in which the expression „director“ is to beread by virtue of section 2 and subject to subsection (3), a person who
has not been formally appointed as a director of a company but who
occupies the position of director, or who manages, directs or supervises
the business and affairs of the company, shall be treated as a director of
the company.
(2) A person who, by virtue of subsection (1), is treated as a director of acompany is in this Act referred to as a de facto director.
(3) A person shall not be a de facto director of a company by reason only of
the fact that he or she gives advice in a professional capacity to thecompany or any of the directors of it.
(4) If at any time a company does not have a director who has been formallyappointed as such, any de factodirector is deemed to be a director of thecompany for the purposes of this Act.

De facto directors

[10th August 2016]
Delegation of powers

Supplement of the Official Gazette132. (1) Subject to any restrictions in the memorandum or articles of the company,
the board of a company may delegate to a committee of directors, a
director or employee of the company, or to any other person, any one ormore of its powers, except that the directors have no power to delegate
the following powers —(a)to approve distributions by the company, including to make adetermination under section 70(1) or 71(1) that the company will,
immediately after a proposed distribution, satisfy the solvency
test;

(b)

to amend the memorandum or articles;(c)to designate committees of directors;(d)to delegate powers to a committee of directors;(e)

to appoint or remove directors;(f)

to appoint or remove an agent;(g)

to approve a plan or merger, consolidation or arrangement; or(h)to approve the company‘s voluntary winding up under Sub-Part
II or Sub-Part III of Part XVII.

(2) A board that delegates a power under subsection (1) is responsible for the
exercise of the power by the delegate as if the power had been exercisedby the board, unless the board —(a)believed on reasonable grounds at all times before the exercise of
the power that the delegate would exercise the power inconformity with the duties imposed on directors of the company
by this Act and the company‘s memorandum and articles; and(b)

has monitored, by means of reasonable methods properly used,the exercise of the power by the delegate.

Sub-Part II – Appointment, Removal and Resignation of Directors
Eligibility of directors

133. (1) Subject to subsection (2), the company‘s memorandum and articles andto the provisions of the International Corporate Service Providers Act(Cap 275), a director of a company shall be an individual or a body
corporate.

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Supplement of the Official Gazette[10th August 2016](2) The following persons shall not be a director of a company —(a)an individual who —(i)is a minor;(ii)

is an incapacitated adult; or(iii)

is an undischarged bankrupt;(b)a body corporate which is dissolved or has commenced winding
up;

(c)

a person who is disqualified, under this Act, any other written
law or by an order of the Court, from being a director; or(d)a person who, in respect of a particular company, is prohibitedby the memorandum or articles from being a director of thecompany.

(3) A person who acts as a director of a company whilst prohibited fromdoing so under subsection (2) is nevertheless deemed to be a director of
the company for the purposes of any provision of this Act that imposes a
duty or obligation on a director.

134. (1) The subscriber or subscribers to the company‘s memorandum or amajority of themshall, within nine months of the date of incorporation of
the company, appoint the first director or directors of the company.
(2) Subsequent directors of a company may be appointed —(a)unless the memorandum or articles provide otherwise, by themembers by ordinary resolution; or(b)where permitted by the memorandum or articles, by aresolution of the directors.

(3) A director is appointed for such term as may be specified in there solution
appointing him.
(4) Unless the memorandum or articles of a company provide otherwise, thedirectors of a company may appoint one or more directors to fill avacancy on the board.

Appointment of
directors

[10th August 2016]

Supplement of the Official Gazette(5) For the purposes of subsection (4) —(a)there is a vacancy on the board if a director dies or otherwise
ceases to hold office as a director prior to the expiration of his
term of office; and(b)the directors may not appoint a director for a term exceeding theterm that remained when the person who ceased to be a director
left or otherwise ceased to hold office.

(6) A director holds office until his successor takes office or until his earlier
death, resignation or removal.

Nomination ofReserve directors

Cessation of
nomination ofReserve directors

135. Where a company has only one member who is an individual and that member
is also the sole director of the company, notwithstanding anything containedin the memorandum or articles, that sole member/director may, by instrument
in writing, nominate a person who is not prohibited from being a director of
the company as a reserve director of the company to act in the place of thesole director in the event of his death.

136. (1) The nomination of a person as a reserve director of the company ceases
to have effect if —
(a)

(b)

before the death of the sole member/director who nominated him—(i)the person resigns as reserve director; or(ii)

the sole member/director revokes the nomination inwriting; orthe sole member/director who nominated him ceases to be thesole member/director of the company for any reason other thanhis death.

(2) Subject to subsection (1), on the death of the sole member/director who
nominated him, a reserve director shall become a director of the company
for all purposes under this Act including with respect to the obligations
and liabilities of a director.

Removal of directors

137. (1) Subject to the memorandum or articles of a company, a director of thecompany may be removed from office by resolution of the members of
the company.

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Supplement of the Official Gazette[10th August 2016](2) Subject to the memorandum and articles, a resolution under subsection(1)may only be passed —(a)

at a meeting of the members called for the purpose of removing
the director or for purposes including the removal of thedirector; or(b)

by a written resolution passed by in excess of half of the votesof the members of the company entitled to vote.

(3) The notice of a meeting called under subsection (2)(a) shall state that the
purpose of the meeting is, or the purposes of the meeting include, theremoval of a director.
(4) Where permitted by the memorandum or articles of a company, a directorof the company may be removed from office by a resolution of thedirectors.
(5) Subject to the memorandum and articles, subsections (2) and (3) apply toa resolution of directors passed under subsection (4) with the substitution,in subsection (3), of „directors“ for „members“.

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

Resignation of
directors(2) A director of a company shall resign forthwith if he is, or becomes,
prohibited to act as a director under section 133.

139. (1) Subject to the memorandum and articles of a company and to theprovisions of the International Corporate Service Providers Act (Cap275), a director of the company may appoint as an alternate any otherdirector or any other person who is not prohibited from appointment as adirector under section 133 to —(a)exercise the appointing director‘s powers; and(b)carry out the appointing director‘s responsibilities,

in relation to the taking of decisions by the directors in the absence of theappointing director.
(2)

The appointing director may, at any time, terminate the alternate‘s
appointment.

Appointment ofalternate directors

[10th August 2016]

Supplement of the Official Gazette(3) The appointment of an alternate director and its termination shall be inwriting and written notice of the appointment and termination shall begiven by the appointing director to the company —(a)within such period as may be specified in the memorandum or
articles; or(b)

if no period is specified in the memorandum or articles, as soon
as reasonably practicable.

(4) The termination of the appointment of an alternate director does not takeeffect until written notice of the termination has been given to thecompany.
(5) An alternate director —Rights and duties ofalternate directors(a)has no power to appoint an alternate, whether of the appointing
director or of the alternate director; and(b)does not act as an agent of or for the appointing director.

140. (1) An alternate director has the same rights as the appointing director in
relation to any directors‘ meeting and any written resolution circulated
for written consent.
(2) Any exercise by the alternate director of the appointing director‘s powers
in relation to the taking of decisions by the directors, is as effective as if
the powers were exercised by the appointing director.
(3) An alternate director is liable for his own acts and omissions as analternate director and Sub-Part III of this Partapplies to a person
appointed as an alternate director, when acting as such.

Emoluments ofdirectors

141. Subject to the memorandum or articles of a company, the directors of thecompany may fix the emoluments of directors in respect of services to berendered in any capacity to the company.

Continuing liability

142. A director who vacates office remains liable under any provisions of this Act
and under any other written law of Seychelles that impose liabilities on a
director in respect of his acts or omissions or decisions made whilst he was a
director.

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143. The acts of a person acting as a director are valid notwithstanding that it islater discovered that —Validity of actsof director(a) the person‘s appointment as a director was defective;(b) the person is prohibited from acting as a director under section 132;(c) the person had ceased to hold office; or(d) the person was not entitled to vote on the matter in question.

Sub-Part III – Duties of Directors and Conflicts
144. Subject to this section and section 145, a director, in exercising his powers andperforming his duties, shall —Duties of directors(a) act in accordance with the company‘s memorandum and articles;(b) act honestly and in good faith and in what the director believes to be in
the best interests of the company; and(c) exercise the care, diligence and skill that a reasonably prudent person
would exercise in the same circumstances.

145. (1) A director of a company that is a wholly-owned subsidiary may, when
exercising powers or performing duties as a director, if expressly
permitted to do so by the memorandum or articles of the company, act ina manner which he believes is in the best interests of that company‘s
parent even though it may not be in the best interests of the company.
(2) A director of a company that is a subsidiary, but not a wholly-owned
subsidiary, may, when exercising powers or performing duties as adirector, if expressly permitted to do so by the memorandum or articlesof the company and with the prior agreement of the members, other thanits parent, act in a manner which he believes is in the best interests of thatcompany‘s parent even though it may not be in the best interests of thecompany.
(3) A director of a company that is carrying out a joint venture between themembers may, when exercising powers or performing duties as a director
in connection with the carrying out of the joint venture, if expressly
permitted to do so by the memorandum or articles of the company, act ina manner which he believes is in the best interests of a member ormembers, even though it may not be in the best interests of the company.

Directors ofsubsidiaries, etc[10th August 2016]
Avoidance of breach

Supplement of the Official Gazette146. (1) Subject to subsection (2) and without prejudice to the operation of any
rule of law empowering the members, or any of them, to authorise or
ratify a breach of section 144, no act or omission of a director shall betreated as a breach of section 144 if —(a)all of the members of the company authorise or ratify byresolution of members the act or omission; and(b)after the act or omission the company will be able to discharge
its liabilities as they fall due.

(2) Subsection (1) shall not operate, in respect of any act or omission of adirector in breach of section 144, to avoid or reduce —Reliance on records
and reports(a)any fine or penalty which may be imposed under this Act or any
other written law of Seychelles; or(b)

any other criminal or regulatory liability on the part of thedirector or the company.

147. (1) Subject to subsection (2), a director of a company, when exercising his
powers or performing his duties as a director, is entitled to rely upon theregister of members and upon books, records, financial statements andother information prepared or supplied, and on professional or expert
advice given, by —(a)an employee of the company whom the director believes on
reasonable grounds to be reliable and competent in relation to thematters concerned;(b)a professional adviser or expert in relation to matters which thedirector believes on reasonable grounds to be within the person‘sprofessional or expert competence; and(c)any other director, or committee of directors upon which thedirector did not serve, in relation to matters within the director‘sor committee‘s designated authority.

(2) Subsection (1) applies only if the director —(a)acts in good faith;(b)makes proper inquiry where the need for the inquiry is indicatedby the circumstances; and(c)has no knowledge that his reliance on the register of members or
the books, records, financial statements and other information or
expert advice is not warranted.

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Supplement of the Official Gazette[10th August 2016]148. (1) Where a director of a company has an interest in a transaction enteredinto or to be entered into by the company which to a material extent
conflicts or may conflict with the interests of the company, the director
shall, within 7 days after becoming aware of the fact that he has such aninterest, disclose the interest to the board of the company.

Disclosure ofinterest(2) A director of a company is not required to comply with subsection (1) if—(a)the transaction or proposed transaction is between the director
and the company; and(b)the transaction or proposed transaction is or is to be entered into
in the ordinary course of the company‘s business and on usual
terms and conditions.

(3) For the purposes of subsection (1), a disclosure to the board to the effectthat a director is a member, director, other officer or trustee of anothernamed company or other person and is to be regarded as interested in anytransaction which may, after the date of the entry or disclosure, be enteredinto with that company or person, is a sufficient disclosure of interest in
relation to that transaction.
(4) Subject to section 149(1), the failure by a director to comply withsubsection (1) does not affect the validity of a transaction entered into by
the director or the company.
(5) For the purposes of subsection (1), a disclosure is not made to the board
unless it is made or brought to the attention of every director on the board.
(6) Any disclosure at a meeting of the directors shall be recorded in theminutes of the meeting.
(7) A director who contravenes subsection (1) commits an offence and isliable on conviction to a fine not exceeding US$10,000.

149. (1) Subject to this section, a transaction entered into by a company in respectof which a director is interested is voidable by the company unless the
director‘s interest was —(a)disclosed to the board in accordance with section 148 prior tothe company entering into the transaction; or(b)

not required to be disclosed by virtue of section 148(2).

Avoidance bycompany oftransactions inwhich director isinterested

[10th August 2016]

Supplement of the Official Gazette(2) Notwithstanding subsection (1), a transaction entered into by a company
in respect of which a director is interested is not voidable by the company
if —
(a)

the material facts of the interest of the director in the transaction
are known by the members entitled to vote at a meeting ofmembers and the transaction is approved or ratified by aresolution of members; or(b)the company received fair value for the transaction.

(3) For the purposes of subsection (2), a determination as to whether acompany receives fair value for a transaction shall be made on the basisof the information known to the company and the interested director at
the time that the transaction was entered into.
(4) Subject to the memorandum and articles, a director of a company who isinterested in a transaction entered into or to be entered into by thecompany may —(a)vote on a matter relating to the transaction;(b)attend a meeting of directors at which a matter relating to thetransaction arises and be included among the directors present at
the meeting for the purposes of a quorum; and(c)sign a document on behalf of the company, or do any other thingin his capacity as a director, that relates to the transaction.

(5) The avoidance of a transaction under subsection (1) does not affect thetitle or interest of a person in or to property which that person has
acquired if the property was acquired —(a)from a person other than the company („the transferor“);(b)for valuable consideration; and(c)without knowledge of the circumstances of the transaction underwhich the transferor acquired the property from the company.

Sub-Part IV – Register of Directors
Register of directors

150. (1) A company shall keep at its registered office in Seychelles a register tobe known as a register of directors containing —(a)the name and address of each person who is a director or alternate
director of the company and of any person who has been
nominated as a reserve director of the company, identifying
whether the person is a director, alternate director or reserve
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the date on which each person whose name is entered in theregister was appointed as a director or alternate director, or
nominated as a reserve director, of the company;(c)the date on which each person named as a director or alternate
director ceased to be a director or alternate director of thecompany;(d)the date on which the nomination of any person nominated as areserve director ceased to have effect; and(e)such other information as may be prescribed by regulations
made by the Minister.

(2) A company shall ensure that the information required by subsection (1)to be kept in its register of directors is accurate and up-to-date.
(3) The register of directors may be in such form as the directors approve,
but if it is in magnetic, electronic or other data storage form, the company
must be able to produce legible evidence of its contents.
(4) The register of directors is prima facie evidence of any matters directedor permitted by this Act to be contained therein.
(5) A company that contravenes subsection (1) or (2) shall be liable to apenalty fee of US$500 and an additional penalty fee of US$50 for eachday or part thereof during which the contravention continues.
(6) A director who knowingly permits a contravention under subsection (1)or (2) shall be liable to a penalty fee of US$500 and an additional penalty
fee of US$50 for each day or part thereof during which the contravention
continues.
151. (1) A director or member of a company is entitled without charge to inspect
the company‘s register of directors.
(2) A person‘s right to inspection under subsection (1) is subject to suchreasonable notice or other restrictions as the company may by its articles
or by resolution of directors impose, but so that not less than 2 hours ineach business day be allowed for inspection.
(3) A person with the right to inspection under subsection (1) is entitled torequest a copy of the company‘s register of directors or an extract of it,
in which event the company may charge a reasonable copying fee.

Inspection ofregister of director

[10th August 2016]

Supplement of the Official Gazette(4) If an inspection under subsection (1) is refused, or if a copy document
requested under subsection (3) is not made available within 21 businessdays of the request —(a)the company commits an offence and is liable on conviction to afine not exceeding US$5,000; and(b)the aggrieved person may apply to the Court for an order that heshould be permitted to inspect the register or that a copy of theregister or an extract of it be provided to him.

(5) On an application under subsection (4), the Court may make such orders
as it considers just.

Filing of directors
with Registrar

152. (1) A company shall —(a)in the case of a company incorporated under this Act on or after
the Act commencement date, within thirty days of theappointment of its first director or directors under section 134;(b)in the case of a company continued or converted into a company
under this Act, within thirty days of its continuation orconversion; and(c)in the case of a pre-existing company, within twelve months fromthe Act commencement date,file for registration by the Registrar a copy of its register of directors.
(2) A company that has filed for registration by the Registrar a copy of its
register of directors under subsection (1) shall, within thirty days of any
change in the content of its register of directors, file for registration by
the Registrar a copy of its updated register of directors containing thechange or changes.
(3) A company that contravenes subsection (1) or (2) shall be liable to apenalty fee of US$500 and to an additional penalty of US$50 for eachday or part thereof during which the contravention continues.
(4) A director who knowingly permits a contravention under subsection (1)or (2) shall be liable to a penalty fee of US$500 and to an additional
penalty of US$50 for each day or part thereof during which thecontravention continues.

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Sub-Part V – Directors Meetings and Resolutions
153. (1) Subject to the memorandum or articles of a company, the directors of acompany may meet at such times and in such manner and places withinor outside Seychelles as they may determine to be necessary or desirable.

Meetings of
directors(2) Subject to the memorandum and articles, any one or more directors may
convene a meeting of directors.
(3) A director shall be deemed to be present at a meeting of directors if —(a)the director participates by telephone or other electronic means;
and

(b)

all directors participating in the meeting are able to hear eachother.

(4) 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 themeeting one half of the total number of directors are present in person orby alternate.

154. (1) Subject to a requirement in a company‘s memorandum or articles for alonger notice period, a director shall be given not less than 2 days‘ noticeof a meeting of directors.

Notice of Meetingsof directors(2) Notwithstanding subsection (1), subject to the memorandum or articles,
a meeting of directors held in contravention of that subsection is valid if
all of the directors, or such majority thereof as may be specified in thememorandum or articles entitled to vote at the meeting, have waived thenotice 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 thefact that a director has not received the notice, does not invalidate themeeting.
155. (1) A resolution of directors may be passed —(a)

at a meeting of directors; or(b)subject to the memorandum and articles, as a written resolution.

(2) Subject to the memorandum and articles, a resolution of directors is
passed at a meeting of directors by a majority of the votes cast bydirectors who are present at the meeting and entitled to vote on the
resolution.

Resolutions of
directors

[10th August 2016]

Supplement of the Official Gazette(3) A written resolution is a resolution consented to in writing or by telex,telegram, cable or other written electronic communication, without theneed for any notice —(a)by such majority of the votes of the directors entitled to vote on
the resolution as may be specified in the memorandum or articles;or(b)in the absence of any provision in the memorandum or articles,by all of the directors entitled to vote on the resolution.

(4) A written resolution —Keeping of minutes
and resolution of
director(a)

may consist of several documents, including written electronic
communications, in like form each signed or assented to by one
or more directors and(b)shall be deemed to be passed when the written consent
instrument, or the last of several instruments, is last signed orotherwise assented to or on such later date as is specified in the
resolution.

156. (1) A company shall keep —(a)minutes of all meetings of its directors;(b)minutes of all meetings of any committees of its directors;(c)copies of all written resolutions consented to by its directors; and(d)copies of all written resolutions consented to by any committeesof its directors.

(2) The records referred to in subsection (1) (which in this Sub-Part shall bereferred to as „minutes and resolutions“) shall be kept for at least sevenyears from the date of the meeting or written resolution, as applicable.
(3) A company that contravenes subsection (1) shall be liable to a penalty feeof US$25 for each day or part thereof during which the contravention
continues.
(4) A director who knowingly permits a contravention under subsection (1)shall be liable to a penalty fee of US$25 for each day or part thereofduring which the contravention continues.

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157. (1) A company shall keep its minutes and resolutions at such place inside oroutside of Seychelles as the directors shall determine.

Location of minutes
and resolutions of
directors(2) Where a company does not keep its minutes and resolutions at its
registered office, it shall notify in writing its registered agent of thephysical address of the place at which its minutes and resolutions are
kept.
(3) Where there is a change in the place at which its minutes and resolutions
are kept, a company shall, within 14 days of the change, notify in writing
its registered agent of the physical address of the place at which its
minutes and resolutions are kept.
(4) A company that contravenes subsections (1), (2) or (3) shall be liable toa penalty fee of US$25 for each day or part thereof during which thecontravention continues.
(5) A director who knowingly permits a contravention under subsections (1),(2) or (3) shall be liable to a penalty fee of US$25 for each day or part
thereof during which the contravention continues.

158. (1) A director of a company is entitled to inspect the company‘s minutes andresolutions without charge.
(2) A person‘s right to inspection under subsection (1) is subject to suchreasonable notice or other restrictions as the company may by its articles
or by resolution of directors impose, but so that not less than 2 hours ineach business day be allowed for inspection.
(3) A director of a company is entitled to request, and be provided withwithout charge, a copy of any of the company‘s minutes and resolutions.
(4) If an inspection under subsection (1) is refused, or if a copy document
requested under subsection (3) is not made available within 21 businessdays of the request —(a)the company commits an offence and is liable on conviction toa fine not exceeding US$5,000; and(b)the aggrieved person may apply to the Court for an order thathe should be permitted to inspect the relevant minutes andresolutions or that a copy of such minutes and resolutions beprovided to him.

(5) On an application under subsection (4), the Court may make such orderas it considers just.

Inspection of minutes
and resolutions of
directors

[10th August 2016]

Supplement of the Official Gazette
Sub-Part VI – Indemnification and insurance

Indemnification

159. (1) Subject to subsection (2) and its memorandum or articles, a company may
indemnify against all expenses, including legal fees, and against all
judgments, fines and amounts paid in settlement and reasonably incurredin 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 factthat the person is or was a director of the company; or(b)is or was, at the request of the company, serving as a director of,or in any other capacity is or was acting for, another body
corporate or a partnership, joint venture, trust or other enterprise.

(2) Subsection (1) does not apply to a person referred to in that subsection
unless the person acted honestly and in good faith and in what he believed
to be in 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) For the purposes of subsection (2), a director acts in the best interests ofthe company if he acts in the best interests of —(a)the company‘s parent; or(b)a member or members of the company,in either case, in the circumstances specified in section 145(1), (2) or (3),as the case may be.
(4) The termination of any proceedings by any judgment, order, settlement,
conviction or the entering of a nolleprosequi does not, by itself, create apresumption that the person did not act honestly and in good faith andwith a view to the best interests of the company or that the person had
reasonable cause to believe that his conduct was unlawful.
(5) Expenses, including legal fees, incurred by a director in defending any
legal, administrative or investigative proceedings may be paid by thecompany in advance of the final disposition of such proceedings uponreceipt of an undertaking by or on behalf of the director to repay theamount if it shall ultimately be determined that the director is not entitledto be indemnified by the company in accordance with subsection (1).

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Supplement of the Official Gazette[10th August 2016](6) Expenses, including legal fees, incurred by a former director in defending
any legal, administrative or investigative proceedings may be paid by thecompany in advance of the final disposition of such proceedings uponreceipt of an undertaking by or on behalf of the former director to repay
the amount if it shall ultimately be determined that the former director is
not entitled to be indemnified by the company in accordance withsubsection (1) and upon such other terms and conditions, if any, as thecompany deems appropriate.
(7) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section is not exclusive of any other rights towhich the person seeking indemnification or advancement of expenses
may be entitled under any agreement, resolution of members, resolutionof disinterested directors or otherwise, both as to acting in the person‘sofficial capacity and as to acting in another capacity while serving as adirector of the company.
(8) If a person referred to in subsection (1) has been successful in defence ofany proceedings referred to in subsection (1), the person is entitled to beindemnified against all expenses, including legal fees, and against all
judgments, fines and amounts paid in settlement and reasonably incurredby the person in connection with the proceedings.
(9) A company shall not indemnify a person in breach of subsection (2) andany indemnity given in breach of that section is void and of no effect.

160. A company may purchase and maintain insurance in relation to any person
who is or was a director of the company, or who at the request of the company
is or was serving as a director of, or in any other capacity is or was acting for,another body corporate or a partnership, joint venture, trust or other enterprise,against any liability asserted against the person and incurred by the person inthat capacity, whether or not the company has or would have had the power
to indemnify the person against the liability under section 159.

Insurance

PART VIII – ADMINISTRATION
Sub-Part I – Registered Office161. (1) Subject to subsection (2), a company shall at all times have a registeredoffice in Seychelles.
(2) The registered office of a company shall be the same address as theprincipal place of business in Seychelles of its registered agent.

Registered office[10th August 2016]

Supplement of the Official Gazette(3) Subject to subsection (2), the registered office of a company is —Change ofregistered office(a)the place specified as the company‘s registered office in its
memorandum; or(b)

if one or more certified change of registered office resolution
extracts have been filed with the Registrar under section 162 or
163, the place specified in the last such notice registered by theRegistrar.

162. (1) A company may amend its memorandum to change the location of its
registered office —(a)notwithstanding any provision to the contrary in thememorandum or articles, by ordinary resolution; or(b)

if authorised by the memorandum or articles, by resolution of
directors,

filed with the Registrar in accordance with section 23, provided that acompany‘s registered office shall be the same address as the principal
place of business in Seychelles of its registered agent.
(2) A change of registered office takes effect on the registration by theRegistrar of a certified copy or extract of the resolution referred to in
subsection (1) filed in accordance with section 23.

Change of registeredoffice where registeredagent changes address

163. (1) Subject to subsection (5), this section applies in relation to a company
where —(a)the registered office of the company is located at the principal
place of business of its registered agent in Seychelles; and(b)after the Act commencement date the company‘s registered agent
changes the location of its principal place of business in
Seychelles.

(2) Where this section applies to a company, its registered agent may change
the registered office of the company to the changed location of its
principal place of business in Seychelles by filing a notice in the approved
form with the Registrar stating —(a)that the registered agent has moved the location of its principal
place of business in Seychelles and the company intends its
registered office to continue to be the principal place of businessof the registered agent;(b)

if applicable, that the memorandum of the company states theregistered agent‘s address; and

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the new address of the registered agent‘s principal place ofbusiness in Seychelles.

(3) Upon registration by the Registrar of a notice referred to in subsection (2)—(a)

the change of registered office under this section takes effect;
and

(b)

if the company‘s memorandum stated the registered agent‘s
address, the memorandum is deemed to be amended to state thechanged address of the registered agent‘s principal place ofbusiness in Seychelles.

(4) A person who acts as the registered agent for more than one company
may file a single notice which combines one or more notices specified insubsection (2).
(5) This section extends to a former Act company —(a)whose registered agent changed the location of its principal
place of business in Seychelles within six months prior to the
Act commencement date; and(b)which as at the Act commencement date had not changed thelocation of its registered office.

Sub-Part II – Registered Agent
164. (1) A company shall at all times have a registered agent in Seychelles.
(2) No person shall be, or agree to be, the registered agent of a company,
unless that person is licensed to provide international corporate services
under the International Corporate Services Act.
(3) Unless the last registered agent of the company has resigned inaccordance with section 167 or ceased to be the company‘s registeredagent in accordance with section 168, the registered agent of a company
is —
(a)

the person specified as the company‘s registered agent in thememorandum; or(b)

if one or more certified copy or extract resolutions of change ofregistered agent have been filed with the Registrar under
section 169 since the registration of the memorandum, theperson specified as the company‘s registered agent in the lastsuch notice to be registered by the Registrar.

Company to haveregistered agent

[10th August 2016]

Supplement of the Official Gazette(4) Except as otherwise provided in this Act, a document required or
permitted to be filed with the Registrar by a company, shall only be filed—(a)by its registered agent;(b)in relation to a charge created by the company, by its registeredagent or as otherwise permitted under Part IX of this Act; or(c)if a liquidator is appointed under Part XVII of this Act in respectof the company, by its registered agent or as otherwise permitted
under Part XVII,Provided that in the event that a document relating to a company is filedwith the Registrar by a person permitted to do so under Part IX or PartXVII other than company‘s registered agent, the Registrar shall send a
copy of the filed document to the company‘s registered agent orotherwise notify it in writing.
(5) A company that does not have a registered agent in contravention ofsubsection (1) shall be liable to a penalty fee of US$100 and to an
additional penalty of US$25 for each day or part thereof during which thecontravention continues.
(6) A director who knowingly permits the contravention referred to undersubsection (5) shall be liable to a penalty fee of US$100 and to an
additional penalty of US$25 for each day or part thereof during which thecontravention continues.
(7) Subject to section 168(11), a person who contravenes subsection (2)commits an offence and is liable on conviction to a fine not exceeding
US$25,000.

Appointment ofregistered agent

165. (1) If at any time a company does not have a registered agent it shallforthwith, by resolution of members or directors, appoint a registeredagent.
(2) A resolution to appoint a registered agent may be passed —(a)notwithstanding any provision to the contrary in thememorandum or articles, by the members of the company; or(b)

if authorised by the memorandum or articles, by the directors of
the company.

(3) A notice of appointment of registered agent in the approved form shallbe endorsed by the registered agent with its agreement to act as registeredagent and filed with the Registrar by the registered agent.
(4) The appointment of the registered agent takes effect on the registrationby the Registrar of the notice filed under subsection (3).

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166. (1) This section applies in relation to a company where —(a)the company‘s registered agent changes its company name; and(b)that registered agent is stated in the memorandum to be theregistered agent of the company, whether as the first or asubsequent registered agent.

Deemed amendment
of memorandum,
where registeredagent changes
company name(2) Where this section applies to a company, its registered agent may file a
notice in the approved form stating —(a)that the registered agent has changed its registered name;(b)that the registered agent is stated in the memorandum to be theregistered agent of the company, whether as the first or asubsequent registered agent; and(c)the new company name of the registered agent.

(3) On the registration of a notice referred to in subsection (2), the company‘s
memorandum is deemed to be amended to state the company‘s new namewith effect from the date of registration of the notice.
(4) A person who acts as the registered agent for more than one company
may file a single notice which combines one or more notices specified insubsection (2).

167. (1) A person may resign as the registered agent of a company only inaccordance with this section.
(2) A person wishing to resign as the registered agent of a company shallgive not less than 30 days written notice to the company of its intention
to resign as registered agent of the company on the date specified in thenotice to a person specified in subsection (3)(d).
(3) A notice under subsection (2) shall —(a)state that it is a requirement under this Act that the company
have a registered agent in Seychelles;(b)state that the company must appoint a new registered agent by
the resignation date specified in the notice;(c)state that the list of the names and addresses of all persons
authorised by the Authority to provide registered agent services
in Seychellescan be found on the Authority‘s Website; andResignation ofregistered agent

[10th August 2016]

Supplement of the Official Gazette(d)be sent forthwith —(i)by post or personal delivery to a director of the company
at his last known address or by email to the director at hislast known email address; or(ii)

if the registered agent customarily received its
instructions concerning the company from a person otherthan an officer, employee or member of the company, by
post or personal delivery to the person from whom theregistered agent last received instructions concerning thecompany or by email to such person at his last known
email address.

(4) If a company does not change its registered agent in accordance withsection 169 on or before the resignation date specified in a notice given
under subsection (2), after that date the registered agent may notify theRegistrar in writing of its resignation as registered agent of the company.
(5) A notice under subsection (4) shall be accompanied by a copy of thenotice under subsection (2).
(6) Unless the company has previously changed its registered agent, theresignation of a registered agent is effective as from the day on which thenotice of resignation under subsection (4) is registered by the Registrar.

Registered agent
ceasing to be eligibleto act168. (1) For the purposes of this section, a person ceases to be eligible to act as aregistered agent if the person ceases to hold a licence to provide
international corporate services under the International Corporate Service
Providers Act (Cap 275).
(2) Where a person ceases to be eligible to act as a registered agent, that
person shall, with respect to each company of which it was the registeredagent immediately before ceasing to be eligible to act, give notice inaccordance with subsection (3) to the company within 30 days of theperson ceasing to be eligible to act as a registered agent.
(3) A notice under subsection (2) shall —(a)state that the person giving the notice has ceased to be eligible tobe the company‘s registered agent;(b)state that it is a requirement under this Act that the company havea registered agent in Seychelles;(c)state that the company must appoint a new registered agent
within 90 days of the date of the notice;

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Supplement of the Official Gazette[10th August 2016](d)state that on the expiration of 90 days of the date of the notice,
the person giving the notice will cease to be the registered agentof the company, if the company has not by then changed its
registered agent;(e)state that the list of the names and addresses of all persons
authorised by the Authority to provide registered agent services
in Seychellescan be found on the Authority‘s Website; and(f)be sent forthwith —(i)by post or personal delivery to a director of thecompany at his last known addressor by email to thedirector at his last known email address; or(ii)

if the registered agent customarily received his
instructions concerning the company from a person
other than an officer, employee or member of thecompany, by post or personal delivery to the personfrom whom the registered agent last received
instructions concerning the company or by email tosuch person at his last known email address.

(4) A person who has given a notice under subsection (2) shall within 14
days of giving such notice file a copy thereof with the Registrar, unlessthe company which is sent a notice under subsection (2) has changed
registered agent since the giving of the notice.
(5) A company which is given a notice under subsection (2) shall, within 90
days of the date of the notice, change its registered agent in accordancewith section 169.
(6) A person who has ceased to be eligible to act as a registered agent ceases
to be the registered agent of each company to which it has sent a noticeunder subsection (2), through a director or other person specified insubsection (3), on the earlier of —(a)the date that the company changes its registered agent inaccordance with subsection (5); or(b)

the first day following the expiry of the notice period specified
in subsection (5).

(7) In respect of the period from when a person ceases to be eligible to act asa registered agent under subsection (1) until the person ceases to be theregistered agent of its client companies under subsection (6), the person
is —
(a)

only permitted to preserve and transfer records relating to its
client companies to a successor registered agent;[10th August 2016]

Supplement of the Official Gazette(b)

not permitted to provide any other services licensable under theInternational Corporate Service Providers Act (Cap 275) to its
client companies; and(c)not permitted to form or continue a company, to promote its
services as a registered agent or to otherwise conduct any otheractivities as a registered agent.

(8) A person who contravenes subsection (2) or (7) commits an offence andis liable on conviction to a fine not exceeding US$25,000.
(9) A director who knowingly permits a contravention (by a person who is abody corporate) under subsection (2) or (7) commits an offence and isliable on conviction to a fine not exceeding US$25,000.
(10) A company that contravenes subsection (5) shall be liable to a penalty feeof US$25 for each day or part thereof during which the contravention
continues.
(11) A person does not contravene section 164(2) by reason only of the factthat —

Change of registered
agent

(a)

it ceases to be eligible to act as a registered agent; and(b)after ceasing to be eligible to act, it continues to be the registeredagent of a company during the period from the date it ceases tobe eligible to act to the date that the company appoints a newregistered agent.

169. (1) Subject to subsection (2), a company may amend its memorandum tochange its registered agent —(a)notwithstanding any provision to the contrary in thememorandum or articles, by unanimous resolution of members;or(b)

if so permitted by the memorandum or articles, by ordinary
resolution or by resolution of directors.

(2) Subject to subsection (3), a company that wishes to change its registeredagent shall, within 14 days of the date of the resolution referred to in
subsection (1) (the „change of registered agent resolution“), file acertified copy or extract of the change of registered agent resolution with
the Registrar in accordance with section 23(1), which shall be filed on
the company‘s behalf by —(a)the company‘s existing registered agent; or(b)the company‘s proposed new registered agent.

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Supplement of the Official Gazette[10th August 2016](3) Subject to subsection (4), the Registrar shall not register a certified copy
or extract change of registered agent resolution filed by the company‘s
proposed new registered agent unless the Registrar has also received awritten consent from the existing registered agent wherein it consents tothe change of registered agent and to the proposed new registered agent
filing the extract resolution.
(4) A company‘s existing registered agent shall provide its written consent
under subsection (3) unless —(a)it has not been authorised in writing by the company to give its
consent to the change of registered agent; or(b)

any fees due and payable to the existing registered agent havenot been paid.

(5) A change of registered agent takes effect on the registration by theRegistrar of the certified copy or extract of the resolution referred to in
subsection (1) filed in accordance with section 23.
(6) A person who fails to comply with subsection (4) within 14 days of thedate of the change of registered agent resolution shall be liable to apenalty fee of US$100 and to an additional penalty of US$25 for eachday or part thereof during which the contravention continues, provided
that such 14 day period shall not begin to run until —(a)the existing registered agent has been authorised in writing by
the company to give its consent to the change of registeredagent; and(b)

any fees due and payable to the existing registered agent havebeen paid.

Sub-Part III – General Provisions
170. The name of a company shall appear in legible characters in all its —(a) business letters, statements of account, invoices and order forms;

Company‘s name toappear in its
correspondence, etc(b) notices and other official publications; and(c) negotiable instruments and letters of credit purporting to be signed by oron behalf of the company.

171. (1) Subject to subsection (2) every company shall, by no later than 31st
December in every year after the year in which it was incorporated orcontinued, or converted into a company, under this Act, furnish to its
registered agent in Seychelles an annual return by way of a declaration in
the approved form signed by or on behalf of the company and containing
the information referred to in the Sixth Schedule.

Annual return[10th August 2016]

Supplement of the Official Gazette(2)

For the purposes of this section, a former Act company‘s date ofincorporation under this Act shall be deemed to be its date ofincorporation or continuation, or conversion into a former Act company,
under the former Act.

(3) A company shall not provide a false or misleading return undersubsection (1).
(4) A company that contravenes subsection (1) shall be liable to a penalty feeof US$500.
(5) A company that contravenes subsection (3) commits an offence and isliable on conviction to a fine not exceeding US$5,000.

Service of document

172. (1) Service of a document relating to legal proceedings or any otherdocument may be effected on a company by leaving it at, or sending it byregistered post or any other prescribed method to —(a)the company‘s registered office; or(b)the principal place of business in Seychelles of the company‘sregistered agent.

(2) For the purposes of subsection (1)(a), where a company has no registeredagent its registered office shall be the principal place of business in
Seychelles of the company‘s last registered agent.
(3) For the purposes of subsection (1), „registered post“ means any system
of mail delivery through postal authorities or private courier company
which includes proof of delivery by means of the recipient signing for thedelivered item.
(4) Notwithstanding and without prejudice to subsection (1), service of adocument on a company may be effected by the Registrar by sending itby ordinary pre-paid post, facsimile transmission or email to the principal
place of business in Seychelles of the company‘s registered agent.
(5) The Minister may make regulations to provide for the methods by which
service of a document on a company may be proved.

Furnishing or records

173. (1) For the purposes of this section, „records“, in relation to a company,
means its —(a)accounting records;(b)minutes and resolutions of members kept pursuant to section 125;(c)minutes and resolutions of directors kept pursuant to section 156;(d)annual returns made pursuant to section 171;

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Supplement of the Official Gazette(e)register of members;(f)register of directors;(g)register of beneficial owners; and(h)register of charges (if any).

[10th August 2016](2) Where a company is requested pursuant to a written law of Seychelles tofurnish all or any of its records (or copies thereof), including (without
limitation) a request by —(a)the Seychelles Revenue Commission to meet a request for
information under a tax treaty;(b)

the Financial Intelligence Unit under the Anti-Money
Laundering Act; or(c)the Registrar for the purpose of monitoring and assessing
compliance with this Act,the company shall cause the requested records (or copies thereof) to be
furnished to the requesting party in Seychelles within the time period
specified in the request.
(3) A company that contravenes subsection (2) shall be liable to a penalty fee
payable to the Registrar of US$500 and to an additional penalty of US$50
for each day or part thereof during which the contravention continues.
(4) A director who knowingly permits a contravention under subsection (2)shall be liable to a penalty fee payable to the Registrar of US$500 and toan additional penalty of US$50 for each day or part thereof during which
the contravention continues.

Sub-Part IV – Accounting Records
174. (1) A company shall keep reliable accounting records that —(a)are sufficient to show and explain the company‘s transactions;(b)enable the financial position of the company to be determinedwith reasonable accuracy at any time; and(c)allow for accounts of the company to be prepared.

(2) For the purposes of subsection (1), accounting records shall be deemed
not to be kept if they do not give a true and fair view of the company‘sfinancial position and explain its transactions.

Keeping ofaccounting records

[10th August 2016]

Supplement of the Official Gazette(3) A company that contravenes subsection (1) shall be liable to a penalty feeof US$100 and an additional penalty fee of US$25 for each day or part
thereof during which the contravention continues.
(4) A director who knowingly permits a contravention under subsection (1)shall be liable to a penalty fee ofUS$100 and an additional penalty fee of
US$25 for each day or part thereof during which the contravention
continues.

Location andpreservation of
accounting records

175. (1) A company‘s accounting records shall be kept at its registered office orsuch other place as the directors think fit.
(2) Where a company‘s accounting records are kept at a place other than its
registered office, the company shall inform its registered agent in writingof the physical address of that place.
(3) Where the place at which a company‘s accounting records are kept ischanged, the company shall inform its registered agent in writing of thephysical address of the new location of the records within 14 days of thechange of location.
(4) The accounting records shall be preserved by the company for at least 7
years from the date of completion of the transactions or operations towhich they each relate.
(5) A company that contravenes this section commits an offence and is liable
on conviction to a fine not exceeding US$2,500.

Inspection of
accounting records
by directors

176. (1) A director of a company may —(a)at any reasonable time specified by him, inspect the accounting
records of the company without charge and make copies of or
take extracts from the records;(b)require the company to provide originals or copies of theaccounting records to it within 14 days.

(2) A company shall comply with a request under subsection (1).
(3) A company that contravenes this section commits an offence and is liable
on conviction to a fine not exceeding US$2,500.
(4) In the case of accounting records not being made available for inspection
by a director in contravention of this section, on the application of that
director the Court may by order compel inspection or delivery of suchrecords and make such related orders as it thinks fit.

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PART IX – CHARGES OVER COMPANY PROPERTY

177. (1) In this Part —Interpretation„charge“ means any form of security interest, including, without
limitation —(a)a charge, by way of fixed or floating charge;(b)

a mortgage;(c)a pledge; or(d)a hypothecation,over property, wherever situated, other than an interest arising by
operation of law, and „chargee“ and „chargor“ shall be construed
accordingly;„liability“ includes contingent and prospective liabilities;„pre-existing charge“ means a charge created before the Actcommencement date by a former Act company —(a)whether or not the charge was registered under section 101A(2)of the former Act; and(b)which was not discharged in full and cancelled as at the Actcommencement date;„property“ includes immovable property, movable property, money,
goods, intellectual property and every other type of property whereversituated and obligations and every description of interest, whether present
or future or vested or contingent, arising out of, or incidental to, property;
and„relevant charge“ means a charge created on or after the Actcommencement date.
(2) A reference in this Part to the creation of a charge includes a reference tothe acquisition of property, wherever situated, which was, immediately
before its acquisition, the subject of a charge and which remains subject
to that charge after its acquisition and for this purpose, the date of creationof the charge is deemed to be the date of acquisition of the property.

178. (1) Subject to its memorandum and articles, a company may, by an
instrument in writing, create a charge over all or any of its property.
(2) The governing law of a charge created by a company may be the law ofsuch jurisdiction that may be agreed between the company and thechargee and the charge shall be binding on the company to the extent,
and in accordance with, the requirements of the governing law.

Company may
charge its assets

[10th August 2016]

Supplement of the Official Gazette(3) Where a company acquires property subject to a charge —Register of charges(a)subsection (1) does not require the acquisition of the property to
be by instrument in writing, if the acquisition is not otherwise
required to be by instrument in writing; and(b)unless the company and the chargee agree otherwise, thegoverning law of the charge is the law that governs the charge
immediately before the acquisition by the company of theproperty subject to the charge.

179. (1) A company shall keep at its registered office in Seychelles a register of
all relevant charges and pre-existing charges created by the company, tobe known as its register of charges, specifying in respect of each charge—(a)if the charge is a charge created by the company, the date of its
creation or, if the charge is a charge existing on property acquiredby the company, the date on which the property was acquired;(b)a short description of the liability secured by the charge;(c)a short description of the property charged;(d)the name and address of the chargee, who may be acting as atrustee or security agent for other persons;(e)details of any prohibition or restriction, if any, contained in the
instrument creating the charge on the power of the company tocreate any future charge ranking in priority to or equally with the
charge.

(2) The register of charges may be in such form as the directors may approve
but if it is in magnetic, electronic or other data storage form, the company
must be able to produce legible evidence of its contents.
(3) A company that contravenes subsection (1) shall be liable to a penalty feeof US$100 and an additional penalty fee of US$25 for each day or part
thereof during which the contravention continues.
(4) A director who knowingly permits a contravention under subsection (1)shall be liable to a penalty fee of US$100 and an additional penalty feeof US$25 for each day or part thereof during which the contravention
continues.

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Supplement of the Official Gazette[10th August 2016]180. (1) A director or member of a company is entitled without charge to inspect
the company‘s register of charges.

Inspection ofregister of charges(2) A person‘s right to inspection under subsection (1) is subject to suchreasonable notice or other restrictions as the company may by its articles
or by resolution of directors impose, but so that not less than 2 hours ineach business day be allowed for inspection.
(3) A person with the right to inspection under subsection (1) is entitled torequest a copy of the company‘s register of charges or an extract of it, inwhich event the company may charge a reasonable copying fee.
(4) If an inspection under subsection (1) is refused, or if a copy document
requested under subsection (3) is not made available within 21 businessdays of the request —(a)the company commits an offence and is liable on conviction toa fine not exceeding US$5,000; and(b)the aggrieved person may apply to the Court for an order thathe should be permitted to inspect the register or that a copy of
the register or an extract of it be provided to him.

(5) On an application under subsection (4), the Court may make such orders
as it considers just.

181. (1) Where a company creates a relevant charge, an application to theRegistrar to register the charge may be made by —(a)the company acting by its registered agent or a legal practitioner
in Seychelles authorised to act on its behalf; or(b)a registered agent (other than the company‘s registered agent)or a legal practitioner in Seychelles, acting on behalf of thechargee.

(2) An application under subsection (1) is made by filing —(a)an application, specifying the particulars of the charge referred
to in section 179(1)(a) to (e), in the approved form;(b)

the instrument, or a certified copy of the instrument, creating
the charge; and(c)in the case of an application made by or on behalf of thechargee, a written consent to the application signed by or on
behalf of the chargor.

Registration of
charges

[10th August 2016]

Supplement of the Official Gazette(3) The Registrar shall keep, with respect to each company, a register, to be
known as the Register of Registered Charges, which shall include thefollowing information in relation to every relevant charge registeredunder this section —(a)if the charge is a charge created by the company, the date of its
creation or, if the charge is a charge existing on property acquiredby the company, the date on which the property was acquired;(b)a short description of the liability secured by the charge;(c)a short description of the property charged;(d)the name and address of the chargee, who may be acting as atrustee or security agent for other persons; and(e)such other information as the Registrar deems fit.

(4) If the Registrar is satisfied that the requirements of this Part as toregistration have been complied with, upon receipt of an application
under subsection (2), the Registrar shall forthwith —(a)register the charge in the Register of Registered Charges kept by
him for that company;(b)issue a letter of registration of the charge and send it, together
with a sealed copy of the charge instrument or certified copy
instrument which was filed, to the person who filed theapplication under subsection (1); and(c)if the person who filed the application under subsection (1) was
not the registered agent of the chargor company, send a copy ofthe letter of registration of the charge to the registered agent of
the chargor company.

(5) The Registrar shall state in the Register of Registered Charges and on theletter of registration the date and time on which a charge was registered.
(6) A letter of registration issued under subsection (4) is conclusive proof
that the requirements of this Part as to registration have been compliedwith and that the charge referred to in the letter was registered on the date
and time stated in the letter.
(7) A charge registered under this section is not required to be registered in
the Register of Deeds (maintained by the Registrar of Deeds under the
Mortgage and Registration Act) for a Date Certaine pursuant toArticle
1328 of the Civil Code of Seychelles Act.

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182.

[10th August 2016](1) Where there is a variation in the terms of a charge registered under section
181, application for the variation to be registered may be made by —(a)the company, acting by its registered agent or a legal
practitioner in Seychelles authorised to act on its behalf; or(b)a registered agent (other than the company‘s registered agent)or a legal practitioner in Seychelles, acting on behalf of thechargee.

(2) An application under subsection (1) is made by filing —(a)an application in the approved form;(b)

the instrument, or a certified copy of the instrument, varying
the terms of the charge; and(c)in the case of a variation application made by or on behalf ofthe chargee, a written consent to the application signed by or on
behalf of the chargor.

(3) Upon receipt of an application complying with subsection (2), theRegistrar shall forthwith —(a)register the variation of the charge;(b)

issue a letter of registration of the charge variation and send it,
together with a sealed copy of the charge variation instrument
or certified copy instrument which was filed, to the person who
filed the application under subsection (1); and(c)if the person who filed the application under subsection (1) was
not the registered agent of the chargor company, send a copy ofthe letter of registration of the charge variation to the registeredagent of the chargor company.

(4) The Registrar shall state in the Register of Registered Charges and on theletter of variation the date and time on which a variation of charge wasregistered.
(5) A letter of registration issued under subsection (3) is conclusive proof
that the variation referred to in the letter was registered on the date andtime stated in the letter.

Variation ofregistered charges

[10th August 2016]
Satisfaction orrelease of charge

Supplement of the Official Gazette183. (1) A notice of satisfaction or release in the approved form may be filed with
the Registrar under this section if —(a)all liabilities secured by the charge registered under section 181
have been paid or satisfied in full; or(b)a charge registered under section 181 has ceased to affect theproperty, or any part of the property, of a company.

(2) A notice of satisfaction or release shall —(a)state whether the charge has been paid or satisfied in full orwhether the charge has ceased to affect the property, or any partof the property, of the company;(b)if the charge has ceased to affect the property, or any part of theproperty of the company, specify the property of the company
that has ceased to be affected by the charge, stating whether thisis the whole or part of the company‘s property; and(c)be signed by or on behalf of the chargee.

(3) A notice of satisfaction or release may be filed by —(a)the company acting by its registered agent or a legal practitioner
in Seychelles authorised to act on its behalf ; or(b)a registered agent (other than the company‘s registered agent) ora legal practitioner in Seychelles, acting on behalf of the chargee.

(4) If the Registrar is satisfied that a notice filed under subsection (1) iscorrectly completed, complies with subsection (2), the Registrar shallforthwith register the notice and issue a letter of satisfaction or release of
charge and send —(a)the letter to the person who filed the application under subsection(1); and(b)

if the person who filed the application under subsection (1) was
not the company‘s registered agent, a copy of the letter to thecompany‘s registered agent.

(5) The Registrar shall state in the Register of Registered Charges and on theletter issued under subsection (4) the date and time on which the notice
filed under subsection (1) was registered.
(6) From the date and time stated in the letter issued under subsection (4)(a),the charge is deemed not to be registered in respect of the property
specified in the notice filed under subsection (1).

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Supplement of the Official Gazette[10th August 2016]184. (1) A relevant charge on property of a company that is registered inaccordance with section 181 has priority over —(a)a relevant charge on the property that is subsequently registeredin accordance with section 181; and(b)a relevant charge on the property that is not registered inaccordance with section 181.

Priorities among
relevant charges(2) Relevant charges which are not registered under section 181 shall rank
among themselves in the order in which they were created.

185. (1) Pre-existing charges on property of a company shall rank among
themselves in the order in which they were created.

Priorities relating
to pre-existing
charges(2) In the case of a pre-existing charge on property of a company and a
relevant charge on the same property —(a)the pre-existing charge shall rank ahead of the relevant charge
as priority shall be determined based on the order in which eachcharge was created; and(b)

if the pre-existing charge is registered under section 181, thedate of registration shall be disregarded in determining thepriority of the pre-existing charge.

(3) Subsection (2) shall apply irrespective of whether the pre-existing charge—(a)is unregistered;(b)

is registered under section 181;or(c)

was registered under the former Act.

186. Notwithstanding sections 184 and 185 —(a)the order of priorities of charges is subject to —(i)any express written consent of the holder of a charge that varies
the priority of that charge in relation to one or more othercharges that it would, but for the consent, have had priority
over; or(ii)

any written agreement between chargees that affects thepriorities in relation to the charges held by the respective
chargees; andExceptions withrespect to priorities

[10th August 2016]

Supplement of the Official Gazette(b) a registered floating charge is postponed to a subsequently registered
fixed charge unless the floating charge contains a prohibition or
restriction on the power of the company to create any future charge
ranking in priority to or equally with the charge.

Enforcement ofcharge governed by
Seychelles law

187. (1) Where the governing law of a charge created by a company is the law of
Seychelles, in the case of a default by the chargor under the terms of thecharge, the charge is entitled to the following remedies —(a)subject to any limitations or provisions to the contrary in the
instrument creating the charge, the right to sell all or any of theproperty secured by the charge; and(b)

the right to appoint a receiver who, subject to any limitations orprovisions to the contrary in the instrument creating the charge,
may —
(i)

receive distributions and any other income in respect ofthe property secured by the charge; and(ii)

exercise other rights and powers of the chargor in respectof the property secured by the charge,

until such time as the charge is discharged.
(2) Subject to subsection (3), where the governing law of a charge created by
a company is the law of Seychelles, the remedies referred to in subsection(1) are not exercisable until —(a)a default has occurred and has continued for a period of not lessthan thirty days, or such shorter period as may be specified in the
instrument creating the charge; and(b)the default has not been rectified within fourteen days or such
shorter period as may be specified in the instrument creating thecharge from service of the notice specifying the default andrequiring rectification thereof.

(3) Where the governing law of a charge created by a company is the law of
Seychelles, if the instrument creating the charge so provides, theremedies referred to in subsection (2) are exercisable immediately on a
default occurring.
(4) For the avoidance of doubt, subject to its provisions, a charge may be
enforced, including pursuant to subsection 1(a), without an order of the
Court.

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188. (1) Notwithstanding any provisions to the contrary in a charge governed by
Seychelles law, in the event that a chargee is exercising his right of salepursuant to this Act, the sale shall be at —(a)open market value at the time of sale; or(b)

the best price reasonably obtainable if there is no open market
value at the time of sale.

Exercising powerof sale under a
Seychelles law
charge(2) Unless the provisions of a charge governed by Seychelles law specify tothe contrary, a sale pursuant to section 187(1)(a) may be conducted inany manner, including by private sale or public auction.

PART X – CONVERSIONS
Sub-Part I – General provisions
189. In this Sub-Part —Interpretation(a) „Ordinary Companies Registrar“ means the registrar of companies under
the Companies Act; and(b) reference to an extract means an extract certified as true by —(i)in the case of a company, its registered agent; or(ii)

in the case of an ordinary company, a director or its proposed
registered agent.

190. (1) For the purposes of this Part, a declaration of compliance is a declaration,
signed by a director, that all the requirements of this Act in respect of theconversion of a company have been fulfilled.
(2) The Registrar, when performing his functions under this Act, may rely
upon a declaration of compliance in all respects and accordingly is notbound to enquire further as to whether, in relation to any conversion ortransfer, the provisions of this Act have been complied with.
(3) A director who without reasonable excuse makes a declaration which isfalse, deceptive or misleading in a material particular commits an offence
and is liable on conviction to a fine not exceeding US$10,000.

Declaration ofcompliance[10th August 2016]
Conversions not adefault

Supplement of the Official Gazette191. A conversion under this Part shall not be regarded —(a) as a breach of contract or confidence or otherwise as a civil wrong;(b) as a breach of any contractual provision prohibiting, restricting or
regulating the assignment or transfer of rights or liabilities; or(c) as giving rise to any remedy, by a party to a contract or other instrument,
as an event of default under any contract or other instrument or as causing
or permitting the termination of any contract or other instrument or of
any obligation or relationship.

Sub-Part II – Conversion of an ordinary company into an international
business company and vice-versa
Conversion ofordinary company
into international
business company

192. (1) An ordinary company may be converted into an international businesscompany, in accordance with the provisions of this section.
(2) The ordinary company cannot be converted unless it has obtained a letter
issued by the Seychelles Revenue Commission stating that it has no
objection to the ordinary company converting into an international
business company.
(3) The ordinary company shall pass a special resolution of members
approving —(a)the conversion of the company into an international businesscompany; and(b)the alteration of its memorandum and articles such as to conformto the requirements of this Act with respect to the memorandum
and articles of an international business company.

(4) The ordinary company shall file with the Registrar —(a)an extract of the special resolution passed under subsection (3);(b)

its proposed altered memorandum and articles;(c)a declaration of compliance or an extract thereof;(d)evidence satisfactory to the Registrar that it is in good standing
under the Companies Act; and(e)a copy of the non-objection letter of the Seychelles Revenue
Commission under subsection (2).

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Supplement of the Official Gazette[10th August 2016](5) Upon receipt of the documents specified in subsection (4) accompaniedby the specified fee set out in Part II of the Second Schedule, the Registrar
shall —
(a)register the altered memorandum and articles;(b)issue a certificate of conversion into international businesscompany to the company in the approved form; and(c)notify in writing the Ordinary Company Registrar of theconversion.

(6) The certificate of conversion into international business company shallbe signed by the Registrar and sealed with the Official Seal.
(7) The conversion of the company into an international business company
shall take effect from the date of issuance by the Registrar of thecertificate of conversion into international business company.
(8) On receipt of notification under subsection (5)(c), the Ordinary Company
Registrar shall strike the name of the company off the register ofcompanies registered under the Companies Act.

193. Where an ordinary company is converted into an international businesscompany by virtue of section 192 —(a) all property and rights to which the ordinary company was entitledimmediately before that conversion remain the property and rights of theinternational business company;(b) the international business company remains subject to all criminal andcivil liabilities, and all contracts, debts, and other obligations, to which
the ordinary company was subject immediately before its conversion;(c) all actions and other legal proceedings which, immediately before theconversion, could have been instituted or continued by or against theordinary company may be instituted or continued by or against theinternational business company after the conversion; an(d) a conviction, ruling, order or judgment in favour of or against theordinary company may be enforced by or against the international
business company after the conversion.

Effect of conversionof ordinary company
into international
business company

[10th August 2016]
Conversion ofinternational company
into Ordinary Company

Supplement of the Official Gazette

194. (1) An international business company may be converted into an ordinary
company, in accordance with the provisions of this section.
(2) The company shall pass a special resolution —(a)approving the conversion of the company into an ordinary
company;(b)

approving the alteration of its memorandum and articles such as
to conform to the requirements of the Companies Act withrespect to with the memorandum and articles of a company to beincorporated as an ordinary company.

(3) The company shall file with the Ordinary Company Registrar —(a)an extract of the special resolution passed under subsection (2);(b)

its proposed altered memorandum and articles;(c)a certificate of good standing issued under this Act by theRegistrar in respect of the company; and(d)a declaration of compliance or an extract thereof.

(4) Upon receipt of the documents specified in subsection (3) accompanied
by any relevant fee specified under the Companies Act, the OrdinaryCompany Registrar shall —(a)register the altered memorandum and articles;(b)issue a certificate of conversion into ordinary company to thecompany; and(c)notify in writing the Registrar of the conversion.

(5) The certificate of conversion into ordinary company shall be signed andsealed by the Ordinary Company Registrar.
(6) The conversion of the company into an ordinary company shall takeeffect from the date of issuance by the Ordinary Company Registrar of
the certificate of conversion into an ordinary company.
(7) On receipt of notification under subsection (4)(c), the Registrar shall
strike the name of the company off the Register.

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195. Where an international business company is converted into an ordinary
company by virtue of section 194 —(a) all property and rights to which the international business company wasentitled immediately before that conversion remain the property andrights of the ordinary company;

Effect of conversionof international
business company
into ordinary
company(b) the ordinary company remains subject to all criminal and civil liabilities,
and all contracts, debts, and other obligations, to which the international
business company was subject immediately before its conversion;(c) all actions and other legal proceedings which, immediately before theconversion, could have been instituted or continued by or against theinternational business company may be instituted or continued by oragainst the ordinary company after the conversion; and(d) a conviction, ruling, order or judgment in favour of or against theinternational business company may be enforced by or against theordinary company after the conversion.

Sub-Part III – Conversion of non-cellular company into protected cellcompany and vice-versa
196. (1) A non-cellular company may be converted into a protected cell company
in accordance with the provisions of this section.
(2) The company cannot be converted unless it has the written consent of the
Authority in accordance with the provisions of Sub-Part II of Part XIII.
(3) The company shall pass a special resolution —(a)approving the conversion of the company into a protected cellcompany;(b)

approving the alteration of its memorandum such as to conformto the requirements of this Act with respect to with thememorandum of a company to be incorporated as a protected
cell company;(4) The special resolution under subsection (3) may also —(a)approve the alteration of the company‘s articles; and(b)approve the creation of cells of the protected cell company andattribute members, shares, capital, assets and liabilities between
those cells and between those cells and the core.

Conversion of noncellular into a
protected cellular[10th August 2016]

Supplement of the Official Gazette(5) The company shall file with the Registrar —(a)an extract of the special resolution passed under subsection (3);(b)

its proposed altered memorandum and, if applicable, articles;(c)a declaration of compliance or an extract thereof; and(d)a copy of the consent of the Authority under subsection (2).

(6) The declaration of compliance shall include a declaration that —(a)the protected cell company and each cell will satisfy the solvency
test immediately after the conversion; and(b)there are no creditors of the company whose interests will be
unfairly prejudiced by the conversion.

(7) Upon receipt of the documents specified in subsection (5), the Registrar
shall —
(a)register the altered memorandum and, if applicable, articles; and(b)issue a certificate of conversion into protected cell company tothe company in the approved form.

(8) The certificate of conversion into protected cell company shall be signedby the Registrar and sealed with the Official Seal.
(9) The conversion of the company into a protected cell company shall takeeffect from the date of issuance by the Registrar of the certificate ofconversion into protected cell company.

Effects of conversion
of non-cellular company
into protected cell197. (1) Where a company is converted into a protected cell company by virtue ofsection 196 —(a)

all property and rights to which it was entitled immediately
before that conversion remain its property and rights;(b)

it remains subject to all criminal and civil liabilities, and allcontracts, debts and other obligations, to which it was subject
immediately before that conversion;(c)

all actions and other legal proceedings which, immediately
before that conversion, could have been instituted or continued
by or against it may be instituted or continued by or against it in
its new name;

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Supplement of the Official Gazette[10th August 2016](d)a conviction, ruling, order or judgment in favour of or against
it before the conversion may be enforced by or against it after
the conversion; and(e)subject to subsection (2), its members, shares, capital, assets
and liabilities are attributed between its cells, and between its
cells and the core, in accordance with the terms of any special
resolution which makes such provision as is mentioned in
section 196(4)(b).

(2) Regardless of the provisions of subsection (1)(e) and Part XIII, any
creditor who entered into a transaction with a company before thatcompany converted into a protected cell company shall have recourse to
all core and cellular assets (other than any cellular assets attributable to acell created after that conversion) in respect of any liability for thattransaction, unless the creditor has agreed otherwise.
(3) If the directors had no reasonable grounds for believing that the protected
cell company and each cell would satisfy the solvency test immediately
after the conversion, any director who signed the declaration ofcompliance is personally liable to pay to the core or cell of the protected
cell company so much monies as the core or cells had to pay to a creditor
which the core or cells would not have had to pay, but for the provisionsof subsection (2).

198. (1) A protected cell company may be converted into a non-cellular company
in accordance with the provisions of this section.
(2) The company cannot be converted unless it has the written consent of the
Authority in accordance with the provisions of Sub-Part II of Part XIII.
(3) The company shall pass a special resolution —(a)approving the conversion of the protected cell company into a
non-cellular company; and(b)approving the alteration of its memorandum such as to conformto the requirements of this Act with respect to with thememorandum of a non-cellular company.

(4) The special resolution under subsection (3) may also approve thealteration of the company‘s articles.
(5) A cell of the company shall, if cell shares have been issued in respect ofit, pass a special resolution approving the conversion of the company into
a non-cellular company.

Conversion ofprotected cellcompany into noncellular company

[10th August 2016]

Supplement of the Official Gazette(6) Subject to subsections (7) and (8), the company shall file with theRegistrar —(a)an extract of the special resolution passed under subsection (3);(b)

its proposed altered memorandum and, if applicable, articles;(c)a declaration of compliance or an extract thereof;(d)a copy of the consent of the Authority under subsection (2); and(e)an extract of the special resolution of each cell of the company.

(7) The declaration of compliance shall include a declaration that —(a)the company satisfies the solvency test; and(b)there are no creditors of the company whose interests will be
unfairly prejudiced by the conversion.

(8) Upon receipt of the documents specified in subsection (6), the Registrar
shall —
(a)register the altered memorandum and, if applicable, articles; and(b)issue a certificate of conversion into an ordinary company orprotected cell company, as the case may be, to the company inthe approved form.

(9) The certificate of conversion into an ordinary company or international
business company, as the case may be, shall be signed by the Registrar
and sealed with the Official Seal.
(10) The conversion of the company into a non-cellular company shall takeeffect from the date of issuance by the Registrar of the certificate ofconversion into ordinary company or international business company, as
the case may be.

Effects of conversion
of protected cellcompany into noncellular company

199. (1) Where a protected cell company is converted into a non-cellular company
by virtue of section 198 —(a)all property and rights to which the core and cells were entitledimmediately before that conversion remain the property andrights of the non-cellular company;(b)

the non-cellular company remains subject to all criminal and civil
liabilities, and all contracts, debts, and other obligations, to which
the core and each cell were subject immediately before its
conversion;

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all actions and other legal proceedings which, immediately
before the conversion, could have been instituted or continued
by or against the core or any cell may be instituted or continued
by or against the non-cellular company after the conversion;
and

(d)

a conviction, ruling, order or judgment in favour of or against
the core or any cell may be enforced by or against the noncellular company after the conversion.

(2) If the Court is satisfied that the conversion would unfairly prejudice a
member or creditor of the company, it may, on the application of that
person made at any time before the date on which the conversion has
effect, or within such further time as the Court may in any particular caseallow, make such order as it thinks fit in relation to the conversion,
including, without prejudice to the generality of the foregoing, an order (a)directing that effect shall not be given to the conversion;(b)

modifying the conversion in such manner as may be specified
in the order; or(c)directing the company or its directors to reconsider theconversion or any part of it.

(3) An order under subsection (2) may be made on such terms and conditions
and subject to such penalty as the Court thinks fit.

PART XI – MERGERS, CONSOLIDATIONS AND ARRANGEMENTS
Sub-Part I – Mergers and Consolidations
200. In this Part —„consolidated company“ means the new company that results from theconsolidation of two or more constituent companies;„consolidation“ means the consolidating of two or more constituent
companies into a new company;„constituent company“ means an existing company that is participating in amerger or consolidation with one or more other existing companies;„merger“ means the merging of two or more constituent companies into oneof the constituent companies;„parent company“ means a company that owns at least ninety per cent of theissued shares of each class of shares in another company;„subsidiary company“ means a company at least ninety per cent of whose
issued shares of each class of shares are owned by another company;„surviving company“ means the constituent company into which one or moreother constituent companies are merged.

Interpretation

[10th August 2016]
Approval of merger
or consolidation

Supplement of the Official Gazette201. (1) Two or more companies may merge or consolidate in accordance withthis section.
(2) The directors of each constituent company that proposes to participate ina merger or consolidation shall approve a written plan of merger orconsolidation containing, as the case requires —(a)the name and address of the registered office of each constituent
company;(b)the name and address of the registered office of the surviving
company or the proposed consolidated company;(c)with respect to each constituent company —(i)the designation and number of issued shares of each classof shares, specifying each such class entitled to vote on
the merger or consolidation; and(ii)

a specification of each such class, if any, entitled to voteas a class;(d)the reason for the merger or consolidation;(e)the terms and conditions of the proposed merger or consolidation,
including the manner and basis of cancelling, reclassifying or
converting shares in each constituent company into shares, debt
obligations or other securities in the surviving company orconsolidated company, or money or other assets, or a
combination thereof; and(f)in respect of a merger, a statement of any amendment to thememorandum or articles of the surviving company to be brought
about by the merger.

(3) In the case of a consolidation, the plan of consolidation shall haveannexed to it a memorandum and articles complying with this Act to be
adopted by the consolidated company.
(4) Some or all shares of the same class of shares in each constituent
company may be converted into a particular or mixed kind of assets andother shares of the class, or all shares of other classes of shares, may be
converted into other assets.
(5) The following applies in respect of a merger or consolidation under thissection —(a)the plan of merger or consolidation shall be authorised byordinary resolution;

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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 voteon the merger or consolidation; and(c)

if it is proposed to obtain the written consent of members, acopy of the plan of merger or consolidation shall be given toeach member, whether or not entitled to consent to the plan ofmerger or consolidation.

202. (1) After approval of the plan of merger or consolidation by the directors andmembers of each constituent company, articles of merger orconsolidation shall be executed by each company containing —(a)the plan of merger or consolidation;(b)

the date on which the memorandum and articles of eachconstituent company were registered by the Registrar; and(c)the manner in which the merger or consolidation was authorisedwith respect to each constituent company.

(2) The articles of merger or consolidation shall be filed with the Registrar
together with —(a)in the case of a merger, any resolution to amend thememorandum and articles of the surviving company; and(b)in the case of a consolidation, the memorandum and articles forthe consolidated company complying with this Act.

(3) If he is satisfied that the requirements of this Act in respect of merger orconsolidation have been complied with and that the proposed name of thesurviving or consolidated company complies with Part III of this Act, theRegistrar shall —
(a)

(b)

register —(i)the articles of merger or consolidation; and(ii)

in the case of a merger, any amendment to thememorandum or articles of the surviving company or,in the case of a consolidation, the memorandum andarticles of the consolidated company; andissue a certificate of merger or consolidation, as the case may
be, in the approved form and, in respect of a consolidation, acertificate of incorporation of the consolidated company.

Registration ofmerger orconsolidation

[10th August 2016]

Supplement of the Official Gazette(4) For the avoidance of doubt —(a)in the case of a merger, a certificate of merger issued undersubsection (3)(b) shall be issued to the surviving company; and(b)in the case of a consolidation, a certificate of consolidation and acertificate of incorporated issued under subsection (3)(b) shall be
issued to the consolidated company.

(5) A certificate of merger or a certificate of consolidation issued by theRegistrar is conclusive evidence of compliance with all requirements ofthis Act in respect of the merger or consolidation, as the case may be.

Merger with subsidiary203. (1) A parent company may merge with one or more subsidiary companies,
without the authorisation of the members of any company, in accordancewith this section.
(2) The directors of the parent company shall approve a written plan ofmerger containing —(a)the name and address of the registered office of each constituent
company;(b)the name and address of the registered office of the surviving
company;(c)with respect to each constituent company —(i)the designation and number of issued shares of each classof shares; and(ii)

the number of shares of each class of shares in eachsubsidiary company owned by the parent company;(d)the reason for the merger;(e)

the terms and conditions of the proposed merger, including themanner and basis of converting shares in each company to bemerged into shares, debt obligations or other securities in thesurviving company, or money or other assets, or a combination
thereof; and(f)a statement of any amendment to the memorandum or articles ofthe surviving company to be brought about by the merger.

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

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Supplement of the Official Gazette[10th August 2016](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 ofthat copy or outline has been waived by that member.
(5) Articles of merger shall be executed by the parent company and shallcontain —(a)the plan of merger;(b)

the date on which the memorandum and articles of eachconstituent company were registered by the Registrar; and(c)if the parent company does not own all shares in each subsidiarycompany to be merged, the date on which a copy of the plan ofmerger or an outline thereof was made available to, or waived
by, the members of each subsidiary company.

(6) The articles of merger shall be filed with the Registrar together with any
resolution to amend the memorandum and articles of the surviving
company.
(7) If he is satisfied that the requirements of this section have been compliedwith and that the proposed name of the surviving company complies withPart III, the Registrar shall —
(a)

(b)

register —(i)the articles of merger; and(ii)

any amendment to the memorandum or articles of thesurviving company; andissue a certificate of merger in the approved form.

(8) A certificate of merger issued by the Registrar is conclusive evidence ofcompliance with all requirements of this Act in respect of the merger.
204. (1) A 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 thirty 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 in so far
as is consistent with its memorandum and articles, as amended
or established by the articles of merger or consolidation, has allrights, privileges, immunities, powers, objects and purposes ofeach of the constituent companies;

Effect of merger
or consolidation

[10th August 2016]

Supplement of the Official Gazette(b)in the case of a merger, the memorandum and articles of thesurviving company are automatically amended to the extent, if
any, that changes in its memorandum and articles are containedin the articles of merger;(c)in the case of a consolidation, the memorandum and articles filedwith the articles of consolidation are the memorandum andarticles of the consolidated company;(d)assets of every description of each of the constituent companies,
including choses in action and the business of each of theconstituent companies, immediately vests in the surviving
company or the consolidated company, as the case may be; and(e)the surviving company or the consolidated company, as the casemay be, is liable for all claims, debts, liabilities and obligationsof each of the constituent companies.

(3) Where a merger or consolidation occurs —(a)no conviction, judgment, 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, otherofficer or agent thereof, is released or impaired by the merger orconsolidation; and(b)no proceedings, whether civil or criminal, pending at the time ofa merger or consolidation by or against a constituent company,
or against any member, director, other officer or agent thereof,
are abated or discontinued by the merger or consolidation, but —(i)the proceedings may be enforced, prosecuted, settled orcompromised by or against the surviving company or the
consolidated company or against the member, director,
other officer or agent thereof, 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) Where a merger or consolidation occurs, the Registrar shall strike off theRegister —(a)a constituent company that is not the surviving company in amerger; or(b)a constituent company that participates in a consolidation.

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205. (1) One or more companies may merge or consolidate with one or more
foreign companies in accordance with this section, including where oneof the constituent companies is a parent company and the otherconstituent companies are subsidiary companies, if the merger orconsolidation is permitted by the laws of each jurisdictions in which each
foreign company is incorporated.
(2) The following applies in respect of a merger or consolidation under thissection —(a)a company shall comply with the provisions of this Act withrespect to merger or consolidation, as the case may be, and aforeign company shall comply with the laws of the jurisdictionin which it is incorporated; and(b)

if the surviving company or the consolidated company is to beincorporated under the laws of a jurisdiction outside Seychelles,
it shall file —(i)an agreement that a service of process may be effected
on it in Seychelles in respect of proceedings for theenforcement of any claim, debt, liability or obligationof a constituent company that is a company registeredunder this Act or in respect of proceedings for theenforcement of the rights of a dissenting member of aconstituent company that is a company registered under
this Act against the surviving company or the
consolidated company;(ii)

an irrevocable appointment of its registered agent inSeychelles as its agent to accept service of process inproceedings referred to in subparagraph (i);(iii)

an agreement that it will promptly pay to the dissenting
members of a constituent company that is a company
registered 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 certified copy of the certificate of merger orconsolidation issued by the appropriate authority of theforeign jurisdiction where it is incorporated; or, if nocertificate of merger or consolidation is issued by theappropriate authority of the foreign jurisdiction, then,such evidence of the merger or consolidation as theRegistrar considers acceptable.

(3) The effect under this section of a merger or consolidation is the same asin the case of a merger or consolidation under section 201 if the surviving
company or the consolidated company is incorporated under this Act.

Merger orconsolidation withforeign company

[10th August 2016]

Supplement of the Official Gazette(4) If the surviving company or the consolidated company is incorporated
under the laws of a jurisdiction outside Seychelles, the effect of themerger or consolidation is the same as in the case of a merger orconsolidation under section 201 except in so far as the laws of the otherjurisdiction otherwise provide.
(5) If the surviving company or the consolidated company is a company
incorporated under this Act, the merger or consolidation is effective on
the date the articles of merger or consolidation are registered by theRegistrar or on such date subsequent thereto, not exceeding thirty days,
as is stated in the articles of merger or consolidation.
(6) If the surviving company or the consolidated company is a company
incorporated under the laws of a jurisdiction outside Seychelles, themerger or consolidation is effective as provided by the laws of that otherjurisdiction.

Sub-Part II – Disposition of Assets
Approvals in respectof certain dispositionsof assets

206. (1) Subject to the memorandum or articles of a company, any sale, transfer,lease, exchange or other disposition, other than a mortgage, charge,
pledge or other encumbrance or the enforcement thereof, of more thanfifty per cent in value of the assets of the company, if not made in theusual or regular course of the business carried on by the company, shallbe made as follows —(a)the sale, transfer, lease, exchange or other disposition shall beapproved by the directors by resolution of directors;(b)upon approval of the sale, transfer, lease, exchange or otherdisposition, the directors shall submit details of the disposition to
the members for it to be approved by a resolution of members;(c)

if a meeting of members is to be held, notice of the meeting,accompanied by an outline of the disposition, shall be given toeach 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, anoutline of the disposition shall be given to each member, whether
or not he is entitled to consent to the sale, transfer, lease,exchange or other disposition.

(2) This section is subject to section 210.

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Sub-Part III – Forced Redemptions
207. (1) Subject to the memorandum or articles of a company —(a)members of the company holding ninety per cent of the votesof the outstanding shares entitled to vote; and(b)members of the company holding ninety per cent of the votesof the outstanding shares of each class of shares entitled to voteas a class, may, in connection with a merger or consolidation,
give a written instruction to the company directing it to redeem
the shares held by the remaining members.

Redemption
minority shares(2) Upon receipt of the written instruction referred to in subsection (1), thecompany 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 areto be redeemed stating the redemption price and the manner in which theredemption is to be effected. (4) This section is subject to section 210.

Sub-Part IV – Arrangements
208. (1) In this section, „arrangement“ means —(a)an amendment to the memorandum or articles;(b)a reorganisation or reconstruction of a company;(c)a merger or consolidation of one or more companies that arecompanies registered under this Act with one or more othercompanies, if the surviving company or the consolidated
company is a company incorporated under this Act;(d)a separation of two or more businesses carried on by acompany;(e)

any sale, transfer, exchange or other disposition of any part of
the assets or business of a company to any person in exchange
for shares, debt obligations or other securities of that otherperson, or money or other assets, or a combination thereof;(f)

any sale, transfer, exchange or other disposition of shares, debt
obligations or other securities in a company held by the holders
thereof for shares, debt obligations or other securities in thecompany or money or other property, or a combination thereof;(g)a dissolution of a company; and(h)any combination of any of the things specified in paragraphs (a)to (g).

Arrangements

[10th August 2016]

Supplement of the Official Gazette(2) If the directors of a company determine that it is in the best interests ofthe company or the creditors or members thereof, the directors of thecompany may approve a plan of arrangement under this subsection that
contains details of the proposed arrangement, notwithstanding that the
proposed arrangement may be authorised or permitted by any otherprovision of this Act or otherwise permitted.
(3) Upon approval of the plan of arrangement by the directors, the company
shall make application to the Court for approval of the proposedarrangement.
(4) The Court may, upon an application made to it under subsection (3),make an interim or a final order that is not subject to an appeal unless aquestion of law is involved and in which case notice of appeal shall begiven within the period of 21 days immediately following the date of theorder, and in making the order the Court may —(a)determine what notice, if any, of the proposed arrangement is tobe given to any person;(b)determine whether approval of the proposed arrangement by any
person should be obtained and the manner of obtaining theapproval;(c)determine whether any holder of shares, debt obligations or othersecurities in the company may dissent from the proposedarrangement and receive payment of the fair value of his shares,
debt obligations or other securities under section 210;(d)conduct a hearing and permit any interested person to appear; and(e)approve or reject the plan of arrangement as proposed or withsuch amendments as it may direct.

(5) Where the Court makes an order approving a plan of arrangement, thedirectors 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 suchapproval, if any, as the order of the Court requires.

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Supplement of the Official Gazette[10th August 2016](7) After the plan of arrangement has been approved by those persons bywhom the order of the Court may require approval, articles ofarrangement 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(c)the manner in which the plan of arrangement was approved, if
approval was required by the order of the Court.

(8) The articles of arrangement shall be filed with the Registrar who shallregister them.
(9) Upon the registration of the articles of arrangement, the Registrar shallissue a certificate of arrangement in the approved form certifying that thearticles of arrangement have been registered.
(10) An arrangement is effective on the date the articles of arrangement areregistered by the Registrar or on such date subsequent thereto, notexceeding thirty days, as is stated in the articles of arrangement.
209. The liquidator of a company in liquidation under Sub-Parts II, III or IV of PartXVII may approve a plan of arrangement under section 208 in which case,that section applies mutatis mutandis as if „liquidator“ was substituted for„directors“.

Arrangement wherecompany inliquidation

Sub-Part V – Dissenters210. (1) A member of a company is entitled to payment of the fair value of his
shares upon dissenting from —(a)a merger, if the company is a constituent company, unless thecompany 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 morethan fifty per cent in value of the assets or business of thecompany, if not made in the usual or regular course of thebusiness carried on by the company, but not including —(i)a disposition pursuant to an order of the Court having
jurisdiction in the matter; or(ii)

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

Rights of dissenters[10th August 2016]

Supplement of the Official Gazette(d)a redemption of his shares by the company pursuant to section
207; 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 theaction 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 towhom the company did not give notice of the meeting in accordance withthis Act or where the proposed action is authorised by written consent ofmembers without a meeting.
(3) An objection under subsection (2) shall include a statement that themember proposes to demand payment for his shares if the action is taken.
(4) Within 21 days immediately following the date on which the vote ofmembers authorising the action is taken, or the date on which writtenconsent of members without a meeting is obtained, the company shallgive written notice of the authorisation or consent to each member who
gave written objection or from whom written objection was not required,except those members who voted for, or consented in writing to, theproposed action.
(5) A member to whom the company was required to give notice who elects
to dissent shall, within 21 days immediately following the date on which
the notice referred to in subsection (4) is given, give to the company awritten notice of his decision to elect to dissent, stating —(a)his name and address;(b)

the number and classes of shares in respect of which he dissents;
and

(c)

a demand for payment of the fair value of his shares,

and a member who elects to dissent from a merger under section 203 shallgive to the company a written notice of his decision to elect to dissent
within 21 days immediately following the date on which the copy of theplan of merger or an outline thereof is given to him in accordance withsection 203.
(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 theright to be paid the fair value of his shares.

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Supplement of the Official Gazette[10th August 2016](8) Within 7 days immediately following the date of the expiration of theperiod within which members may give their notices of election todissent, or within 7 days immediately following the date on which theproposed action is put into effect, whichever is later, the company or, inthe 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 theoffer 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 21 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 two designated appraisers together shall designate an
appraiser;(c)the three appraisers shall fix the fair value of the shares ownedby the dissenting member as of the close of business on the dayprior to the date on which the vote of members authorising theaction was taken or the date on which written consent ofmembers 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 thecompany 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) shallbe cancelled but if the shares are shares of a surviving company, theyshall be available for reissue.
(11) The enforcement by a member of his entitlement under this section
excludes the enforcement by the member of a right to which he mightotherwise be entitled by virtue of his holding shares, except that thissection does not exclude the right of the member to institute proceedings
to obtain relief on the ground that the action is illegal.

[10th August 2016]

Supplement of the Official Gazette(12) Only subsections (1) and (8) to (11) shall apply in the case of aredemption of shares by a company pursuant to the provisions of section
207 and in such case the written offer to be made to the dissenting
member pursuant to subsection (8) shall be made within 7 days
immediately following the direction given to a company pursuant tosection 207 to redeem its shares.

Sub-Part VI – Schemes of Compromise or Arrangement
Court application in
respect of schemesof compromise or
arrangement

211. (1) Where a compromise or arrangement is proposed between a company andits creditors, or any class of them, or between the company and its
members, or any class of them, the Court may, on the application of aperson specified in subsection (2), order a meeting of the creditors orclass of creditors, or of the members or class of members, as the case may
be, to be summoned in such manner as the Court directs.
(2) An application under subsection (1) may be made by —(a)the company;(b)a creditor of the company;(c)a member of the company; or(d)if the company is in liquidation, by the liquidator.

(3) If a majority in number representing seventy five per cent in value of thecreditors or class of creditors or members or class of members, as the casemay be, present and voting either in person or by proxy at the meeting,agree to any compromise or arrangement, the compromise or
arrangement, if sanctioned by the Court, is binding on all the creditors orclass of creditors, or the members or class of members, as the case may
be, and also on the company or, in the case of a company in liquidation,on the liquidator and on every person liable to contribute to the assets ofthe company in the event of its liquidation.
(4) An order of the Court made under subsection (3) shall have no effect until
a copy of the order has been filed with the Registrar.
(5) A copy of an order of the Court made under subsection (3) shall beannexed to every copy of the company‘s memorandum issued after theorder has been made.
(6) In this section, „arrangement“ includes a reorganisation of the company‘sshare capital by the consolidation of shares of different classes or by thedivision of shares into shares of different classes, or by both of thosemethods.

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Supplement of the Official Gazette[10th August 2016](7) Where the Court makes an order with respect to a company under thissection, sections 200 to 210 shall not apply to the company.
(8) A company that contravenes subsection (5) commits an offence and isliable on conviction to a fine not exceeding US$5,000.

PART XII – CONTINUATION

212. (1) Subject to subsection (2), a foreign company may continue as a company
incorporated under this Act in accordance with this Part.
(2) A foreign company may not continue as a company incorporated under
this Act unless —(a)in the foreign jurisdiction in which it is incorporated, theforeign company is in good legal standing under the laws of thatjurisdiction; and(b)a majority of the foreign company‘s directors or other persons
charged with exercising the powers of the foreign company
issue a written certificate addressed to the Registrar certifyingthat —(i)the foreign company is solvent within the meaning ofsection 67 of this Act;(ii)

the foreign company is not in the process of being
wound up, dissolved or struck off the register in its
jurisdiction of incorporation;(iii)

no receiver or administrator (by whatever name any
such person is called) has been appointed, whether by
a court or in some other manner, in respect of any
property of the foreign company;(iv)

there is no outstanding arrangement between theforeign company and its creditors that has not beenconcluded; and(v)

the law of theforeign jurisdiction in which the foreigncompany is incorporated does not prohibit its
continuation as a company in Seychelles.

(3) A person who provides a false or misleading certificate under subsection(2)(b) commits an offence and is liable on conviction to a fine notexceeding US$25,000.

Continuation offoreign companies
in Seychelles

[10th August 2016]
Articles of continuation

Supplement of the Official Gazette

213. (1) A foreign company that wishes to continue as a company incorporated
under this Act shall approve articles of continuation in accordance withsubsection (2) —(a)by a majority of its directors or other persons charged with
exercising the powers of the foreign company; or(b)in such other manner as may be established by it for exercising
its powers, in accordance with its constitutional documents andthe law where it is incorporated.

(2) The articles of continuation shall state —(a)the name of the foreign company and the name under which it isbeing continued;(b)the jurisdiction in which the foreign company is incorporated;(c)the date on which the foreign company was incorporated;(d)that the foreign company wishes to be continued in Seychelles as
a company incorporated under this Act; and(e)that the foreign company shall adopt a memorandum and articles
which comply with this Act, with effect from its continuation
under this Act.

(3) The articles of continuation shall be signed by or on behalf of the foreigncompany.

Application to continue
in Seychelles

214. (1) Subject to subsection (2), an application by a foreign company tocontinue under this Act shall be made by its intended registered agent
filing with the Registrar —(a)articles of continuation;(b)a continuation application in the approved form in accordancewith Part II of the First Schedule, signed by or on behalf of each
subscriber to the company‘s memorandum and articles adopted
in compliance with this Act;(c)a certified copy of the foreign company‘s certificate ofincorporation or equivalent document and its memorandum andarticles or equivalent constitutional documents, written in the
English or French language or, if they are written in any otherlanguage, accompanied by a certified translation, satisfactory to
the Registrar, in the English or French language;(d)documentary evidence, satisfactory to the Registrar, that theforeign company is in good legal standing under the laws of thejurisdiction in which it is incorporated;

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Supplement of the Official Gazette[10th August 2016](e)

the certificate (or a true extract thereof certified by the foreigncompany‘s proposed registered agent in Seychelles) referred toin section 212(2)(b);(f)

not less than 3 copies of its proposed memorandum and articles
under, and which comply with, this Act; and(g)

if the company is to be continued as a protected cell company,
the written approval of the Authority given under section 221.

(2) The documents referred to in subsection (1) shall, upon being filed with
the Registrar, be accompanied by the specified fee set out in Part II of theSecond Schedule.

215. (1) Subject to subsection (4), if the Registrar is satisfied that the requirementsof this Act in respect of continuation have been complied with, uponreceipt of the documents specified in section 214(1), the Registrar shall—(a)register the company‘s articles of continuation and newmemorandum and articles;(b)allot a unique registration number to the company; and(c)issue a certificate of continuation to the company in theapproved form.

(2) The certificate of continuation shall be signed by the Registrar and sealedwith the Official Seal.
(3) A certificate of continuation issued by the Registrar under subsection (1)is conclusive evidence that —(a)all the requirements of this Act as to continuation have been
complied with; and(b)the company is continued as a company incorporated under thisAct under the name designated in its memorandum on the datespecified in the certificate of continuation.

(4) A company shall not be continued as a protected cell company without
written consent of the Authority in accordance with the provisions of
Sub-Part II of Part XIII.

Continuation

[10th August 2016]
Effect continuation
under this Act

Supplement of the Official Gazette216. (1) When a foreign company is continued under this Act —(a)this Act applies to the company as if it had been incorporated
under section 10;(b)

the company is capable of exercising all the powers of a company
incorporated under this Act;(c)

the company is no longer to be treated as a company incorporated
under the laws of a jurisdiction outside Seychelles; and(d)the memorandum and articles filed under section 214(1) become
the memorandum and articles of the company.

(2) The continuation of a foreign company under this Act does not affect —(a)the continuity of the company as a legal entity; or(b)the assets, rights, obligations or liabilities of the company.

(3) Without limiting subsection (2), upon continuation of a foreign company
under this Act —(a)

all property and rights to which the company was entitledimmediately before the certificate of continuation is issued are
the property and rights of the company;(b)

the company is subject to all criminal and civil liabilities, and allcontracts, debts and other obligations, to which the company was
subject immediately before the certificate of continuation isissued;(c)no conviction, judgment, ruling, order, claim, debt, liability or
obligation due or to become due, and no cause existing, against
the company or against any member, director, other officer or
agent thereof, is released or impaired by its continuation as acompany under this Act; and(d)no proceedings, whether civil or criminal, pending at the time of
the issue by the Registrar of a certificate of continuation by oragainst the company, or against any member, director, otherofficer 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 oragainst the company or against the member, director, otherofficer or agent thereof, as the case may be.

(4) All shares in the continued company that were issued prior to the issue
by the Registrar of certificate of continuation shall be deemed to havebeen issued in conformity with this Act.

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217. (1) Subject to subsection (2) and to its memorandum or articles, a company
for which the Registrar would issue a certificate of good standing under
this Act may, by a resolution of directors or by ordinary resolution,
continue as a company incorporated under the laws of a jurisdiction
outside Seychelles in the manner provided under those laws.
(2) A company that continues as a foreign company does not cease to be acompany incorporated under this Act unless —(a)it has paid all its fees and any penalty or fine required to be paid
under this Act;(b)

the laws of the foreign jurisdiction permit such continuation andthe company has complied with those laws;(c)where applicable, the declaration under subsection (3) has been
filed with the Registrar;(d)the required notice and certificate under subsection (4) has been
filed with the Registrar; and(e)the Registrar has issued a certificate of discontinuance of thecompany under subsection (5).

(3) Where a company that wishes to continue as a foreign company has acharge registered in respect of the property of the company under section
181, it shall file a written declaration by a majority of its directors
addressed to the Registrar specifying that —(a)a notice of satisfaction or release in respect of the charge has
been filed and registered under section 183;(b)where paragraph (a) has not been met, the chargee to whom theregistered charge relates has been notified in writing of theintention to continue the company as a foreign company andthe chargee has given its consent or has no objection to thecontinuation; or(c)where paragraph (a) has not been met and the chargee, after
notification under paragraph (b), has not given its consent or
expressed non-objection to the continuation, the chargee‘sinterest secured by the registered charge shall not be diminishedor in any way compromised by the continuation and the charge
shall operate as a liability to which section 218(a) applies.

Continuation
outside Seychelles

[10th August 2016]

Supplement of the Official Gazette(4) A company that continues as a foreign company shall file with theRegistrar —(a)a notice of the company‘s continuation in the approved form; and(b)for the purposes of establishing compliance with subsection(2)(b), a written certificate (or extract thereof certified by thecompany‘s registered agent) addressed to the Registrar by —(i)a majority of the company‘s directors; or(ii)

a lawyer qualified and entitled to practice law in thejurisdiction outside Seychelles in which the company is
to be continued,

certifying that the laws of the foreign jurisdiction permit suchcontinuation and that the company has complied with those laws.
(5) If the Registrar is satisfied that the requirements of this Act in respect of
the continuation of a company under the laws of a foreign jurisdiction
have been complied with, the Registrar shall —(a)issue a certificate of discontinuance of the company in theapproved form;(b)

strike the name of the company off the Register of International
Business Companies with effect from the date of the certificate
of discontinuance; and(c)publish the striking off of the company in the Gazette.

(6) A certificate of discontinuance issued under subsection (5) is prima facie
evidence that —(a)all the requirements of this Act in respect of the continuation of
a company under the laws of a foreign jurisdiction have been
complied with; and(b)the company was discontinued on the date specified in thecertificate of discontinuance.

(7) Nothing contained in or done pursuant to subsection (3) shall operate asa bar to any legal action a chargee may be entitled to in law against thecompany.

Effect of continuation
outside of Seychelles

218. Where a company is continued under the laws of a jurisdiction outside
Seychelles —(a) the company continues to be liable for all of its claims, debts, liabilities
and obligations that existed prior to its continuation as a company under
the laws of the jurisdiction outside Seychelles;

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Supplement of the Official Gazette[10th August 2016](b)no conviction, judgment, ruling, order, claim, debt, liability
or obligation due or to become due, and no cause existing,against the company or against any member, director, otherofficer or agent thereof, is released or impaired by its
continuation as a company under the laws of the jurisdiction
outside Seychelles;(c)no proceedings, whether civil or criminal, pending by oragainst the company, or against any member, director, otherofficer 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 thecompany or against the member, director, other officer or
agent thereof, as the case may be; and(d)service of process may continue to be effected on theregistered agent of the company in Seychelles in respect ofany claim, debt, liability or obligation of the company during
its existence as a company under this Act.

PART XIII – PROTECTED CELL COMPANIESSub-Part I – Interpretation
219. In this Part, unless the context requires otherwise —„administration order“ means an order of the Court under section 246 in
relation to a protected cell company or any cell thereof;„administrator“ means a person appointed as such by an administration orderand as referred to in section 246(3);„cell securities“ means securities created and issued by a protected cellcompany in respect of any of its cells;„cell shares“ means shares created and issued by a protected cell company
in respect of any of its cells;„cell share capital“ means the proceeds of the issue of cell shares, whichshall be comprised in the cellular assets attributable to that cell;„cell transfer order“ means an order of the Court under section 238 (3)sanctioning the transfer of the cellular assets attributable to any cell of aprotected cell company to another person;„cellular assets“ of a protected cell company means the assets of thecompany attributable to the company‘s cells pursuant to section 228(4);„core“, in relation to a protected cell company, means as defined in section
226;„core assets“ of a protected cell company comprise the assets of the company
which are not cellular assets;

Interpretation ofthis Part[10th August 2016]

Supplement of the Official Gazette„creditors“ includes present, future and contingent creditors and, in relation toa protected cell company which is a mutual fund as defined under section 2 of
the Mutual Fund and Hedge Fund Act, also includes any investor as defined
under section 2 of that Act;
„protected assets“ means —(a)

any cellular assets attributable to any cell of a protected cellcompany, in respect of a liability not attributable to that cell; and(b)

any core assets, in respect of a liability attributable to a cell;„receiver“ means a person appointed as such by a receivership order and as
referred to in section 240(3);„receivership order“ means an order of the Court under section 240 in relation
to a cell of a protected cell company; and„recourse agreement“ means as defined in section 229.

Sub-Part II – Formation
Companies which canbe protected cellcompanies

Consent of Authority
required

220. (1) A company cannot be incorporated or continued as, or converted into, aprotected cell company, unless —(a)the company is (or when incorporated will be) licensed by the
Authority as a mutual fund under the Mutual Fund and Hedge
Fund Act;(b)

the company is (or when incorporated will be) an issuer of listed
securities subject to the listing rules of a Seychelles Securities
Exchange or recognised overseas securities exchange within themeaning of the Securities Act; or(c)the company is of any other description or carries on (or whenincorporated will carry on) such other activity as may beapproved by the Authority.

221. (1) The following cannot be done except under the authority of and inaccordance with the terms and conditions of the written consent of the
Authority —(a)the incorporation or continuation of a company as a protected cellcompany;(b)the conversion of a non-cellular company into a protected cellcompany; and(c)the conversion of a protected cell company into a non-cellularcompany.

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Supplement of the Official Gazette[10th August 2016](2) The Authority may, from time to time and in such manner as it thinks fit—(a)vary or revoke any term or condition subject to which a consent
under subsection (1) was granted; and(b)

impose any new term or condition in relation to any suchconsent.

(3) An application for the consent of the Authority under subsection (1) —(a)shall be made to the Authority in such form, and shall beaccompanied by such documents and information, verified insuch manner, as the Authority may require; and(b)shall be accompanied by the specified fee set out in Part I or
Part II, as the case may be, of the Second Schedule.

(4) A person who contravenes, or who causes or permits any contraventionof, any term or condition of a consent of the Authority commits anoffence and is liable on conviction to a fine not exceeding US$20,000.
222. (1) In deciding whether to —(a)grant any application for consent made under section 221;(b)

impose any term or condition upon that consent;(c)vary or revoke any term or condition of that consent; or(d)impose any new term or condition on that consent,

the Authority shall have regard to the protection of the public interest,
including the need to protect and enhance the reputation of Seychelles asa financial centre.
(2) If the Authority —(a)refuses an application for consent made under section 221;(b)

imposes terms or conditions upon that consent;(c)varies or revokes any term or condition of that consent; or(d)imposes any new term or condition on that consent,

it shall give the applicant a written notice of its decision and of that
person‘s right under section 223 to appeal against a decision of the
Authority.

Determination of
applications toanother decisionsof Authority

[10th August 2016]
Appeals fromdeterminations andother decisions ofAuthority

Supplement of the Official Gazette223. (1) A person aggrieved by a decision of the Authority may, within 90 daysof service of notice of the decision of the Authority, appeal against thedecision to the Appeals Boardin accordance with the procedure specified
in the Financial Services Authority (Appeals Board) Regulations 2014,
including against a decision —(a)to refuse an application for consent made under section 221;(b)

to impose terms or conditions upon that consent;(c)to vary or revoke of any term or condition of that consent; or(d)to impose any new term or condition on that consent; or(e)to revoke that consent.

(2) On an application under this section the Appeals Board may —(a)affirm the decision of the Authority;(b)vary the decision of the Authority; or(c)set aside the decision of the Authority and, if the Appeals Board
considers it appropriate to do so, remit the matter to the Authority
with such directions as the Appeals Board considers fit.

(3) Subject to subsection (4), an appeal against a decision of the Authority
shall not have the effect of suspending the operation of the decision.
(4) On an application under this section against a decision of the Authority,
the Appeals Board may, on the application of the appellant and on suchterms as the Appeals Board thinks just, suspend the operation of thedecision pending the determination of the appeal.
(5) A person dissatisfied with the decision of the Appeals Board may within
30 days of the decision make an appeal to the Court in accordance withregulation 8(8) of the Financial Services Authority (Appeals Board)
Regulations 2014.
(6) The Court may, in respect of an appeal made under subsection (5), affirm,
set aside or vary the Appeals Board‘s decision and may give suchdirections as the Court thinks fit and just.

Sub-Part III – Status, Cells and Cell Shares
Status of protected
cell companies

224. (1) A protected cell company is a single legal person.
(2) The creation by a protected cell company of a cell does not create, inrespect of that cell, a legal person separate from the company.

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225. A protected cell company may create one or more cells for the purpose ofsegregating and protecting cellular and core assets or liabilities in the manner
provided by this Part.

Creation of cells

226. The core is the protected cell company excluding its cells.

Demarcationof the core

227. (1) A protected cell company may, in respect of any of its cells, create andissue cell securities including cell shares.

Appeals fromdeterminations andother decisions ofAuthority(2) The proceeds of the issue of shares other than cell shares created andissued by a protected cell company shall be comprised in the company‘score assets.
(3) A protected cell company may make a cellular distribution or a noncellular distribution accordance with section 71.
(4) The provisions of this Act, subject to the provisions of this Part and unlessthe context requires otherwise, apply in relation to —(a)cell shares as they apply to shares which are not cell shares; and(b)cell share capital as they apply to share capital which is not cellshare capital.

(5) Without limiting the generality of subsection (4), the provisions ofsection 76 (Shares redeemed at the option of a shareholder) shall apply
mutatis mutandis in relation to the cell shares of a protected cell company
including such that cell shares in a protected cell company authorised
under the Mutual Fund and Hedge Fund Act to operate as a mutual fund
may be redeemable at the option of the holder.

Sub-Part IV – Assets and Liabilities
228. (1) The assets of a protected cell company are either cellular assets or coreassets.
(2) It is the duty of the directors of a protected cell company —(a)to keep cellular assets separate and separately identifiable fromcore assets; and(b)to keep cellular assets attributable to each cell separate andseparately identifiable from cellular assets attributable to othercells.

(3) The cellular assets of a protected cell company comprise the assets of thecompany attributable to the cells of the company.

Cellular andcore assets

[10th August 2016]

Supplement of the Official Gazette(4) The assets attributable to a cell of a protected cell company comprise —(a)assets represented by the proceeds of cell share capital andreserves attributable to the cell; and(b)

all other assets attributable to the cell.

(5) The core assets of a protected cell company comprise the assets of thecompany attributable to the core of the company.
(6) The assets attributable to the core of a protected cell company comprise—(a)assets represented by the proceeds of core share capital andreserves attributable to the core; and(b)

all other assets attributable to the core.

(7) For the purposes of subsections (4) and (6), the expression „reserves“
includes retained earnings, capital reserves and share premiums.
(8) Notwithstanding the provisions of subsection (2), the directors of aprotected cell company may cause or permit cellular assets and coreassets to be held —(a)by or through a nominee; or(b)

by a company the shares and capital interests of which may becellular assets or core assets, or a combination of both.

(9) The duty imposed by subsection (2) is not breached by reason only thatthe directors of a protected cell company cause or permit cellular assets
or core assets, or a combination of both, to be collectively invested, or
collectively managed by an investment manager, provided that the assets
in question remain separately identifiable in accordance with subsection(2).

Recourse agreements

229. (1) „recourse agreement“ is a written agreement between a protected cellcompany and a third party which provides that, pursuant to an
arrangement (within the meaning of section 239(2)) effected by theprotected cell company, protected assets may, notwithstanding theprovisions of this Part, be subject to a liability owed to that third party.
(2) Before entering into a recourse agreement, each director of the protected
cell company who authorises it must make a declaration that he believes,on reasonable grounds, —(a)that no creditor of the company will be unfairly prejudiced by therecourse agreement; and

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that, unless the memorandum or articles provide to the contrary,—(i)where the protected assets are assets attributable to acell, the members of that cell; or(ii)where the protected assets are core assets, the membersof the core,

have passed a resolution approving the recourse agreement.
(3) A director who without reasonable excuse makes a declaration undersubsection (2) which is false, deceptive or misleading in a material
particular commits an offence and is liable on conviction to a fine notexceeding US$7,500.
(4) Any member or creditor of the protected cell company may, subject tosuch reasonable restrictions as the protected cell company may impose,
inspect or request a copy of the directors‘ declaration.
(5) If a company fails to allow an inspection or refuses a request for a copy
under subsection (4) it commits an offence and is liable on conviction toa fine not exceeding US$2,500.

230. (1) Subject to the terms of any recourse agreement, the rights of creditors ofa protected cell company correspond with the liabilities provided for in
sections 233 and 234.
(2) Subject to the terms of any recourse agreement, no creditor of a protected
cell company has any rights other than the rights referred to in this section
and in sections 231, 232, 233 and 234.
(3) There is implied (except in so far as the same is expressly excluded inwriting) in every transaction entered into by a protected cell company thefollowing terms —(a)that no party shall seek, whether in any proceedings or by anyother means whatsoever or wherever, to make or attempt tomake liable any protected assets;(b)that if any party succeeds by any means whatsoever orwherever in making liable any protected assets, that party shallbe liable to the company to pay a sum equal to the value of thebenefit thereby obtained by him; and(c)that if any party succeeds in seizing or attaching by any meansor otherwise levying execution against any protected assets,that party shall hold those assets or their proceeds on trust forand on behalf of the company and shall keep those assets orproceeds separate and identifiable as such trust property.

Position of creditors

[10th August 2016]

Supplement of the Official Gazette(4) All sums recovered by a protected cell company as a result of any such
trust as is described in subsection (3)(c) shall be credited against any
concurrent liability imposed pursuant to the implied term set out in
subsection (3)(b).
(5) Any asset or sum recovered by a protected cell company pursuant to theimplied term set out in subsection (3)(b) or (3)(c) or by any other means
whatsoever or wherever in the events referred to in those subsections
shall, after the deduction or payment of any costs of recovery, be appliedby the company so as to compensate the cell affected or (as the case maybe) the core.
(6) In the event of any protected assets being taken in execution in respect ofa liability to which they are not attributable, and in so far as such assets
or compensation in respect thereof cannot otherwise be restored to thecell affected or (as the case may be) the core, the company shall —(a)cause or procure an independent expert, acting as expert and not
as arbitrator, to certify the value of the assets lost to the cellaffected or (as the case may be) the core; and(b)transfer or pay, from the cellular or core assets to which theliability was attributable, to the cell affected or (as the case maybe) the core, assets or sums sufficient to restore to the cellaffected or (as the case may be) the core, the value of the assets
lost.

(7) This section has extra-territorial application.

Resources to cellular
assets by creditors

231. Without prejudice to the provisions of sections 230 and 233, and subject to theterms of any recourse agreement, cellular assets attributable to a cell of aprotected cell company —(a) are only available to the creditors of the company who are creditors in
respect of that cell and who are thereby entitled, in conformity with theprovisions of this Part, to have recourse to the cellular assets attributable
to that cell;(b) are absolutely protected from the creditors of the company who are notcreditors in respect of that cell and who accordingly are not entitled tohave recourse to the cellular assets attributable to that cell.

Recourse to coreassets by creditors

232. Without prejudice to the provisions of sections 230 and 234, and subject to theterms of any recourse agreement, core assets of a protected cell company —(a) are only available to the creditors of the company who are creditors in
respect of the core and who are thereby entitled, in conformity with theprovisions of this Part, to have recourse to the core assets; and

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Supplement of the Official Gazette[10th August 2016](b) are absolutely protected from the creditors of the company who are notcreditors in respect of the core and who accordingly are not entitled tohave recourse to the core assets.
233. (1) Subject to the provisions of subsection (2), and to the terms of any
recourse agreement, where any liability arises which is attributable to aparticular cell of a protected cell company —(a)the cellular assets attributable to that cell are liable; and(b)the liability is not a liability of any protected assets.

Liability ofcellular assets(2) In the case of loss or damage which is suffered by a particular cell of aprotected cell company and which is caused by fraud perpetrated by orupon the core or another cell, the loss or damage is the liability solely of
the company‘s core assets or (as the case may be) that other cell‘s assets,
without prejudice to any liability of any person other than the company.
(3) Any liability not attributable to a particular cell of a protected cellcompany is the liability solely of the company‘s core assets.
(4) Notwithstanding the above provisions of this section, the liabilities undersubsection (1)(a) of the cellular assets attributable to a particular cell of aprotected cell company shall abate rateably until the value of theaggregate liabilities equals the value of those assets: but the provisions of
this subsection do not apply in any situation where there is a recourse
agreement or where any of the liabilities of the company‘s cellular assets
arises from fraud such as is referred to in subsection (2).
(5) This section has extra-territorial application.

234. (1) Subject to the provisions of subsection (2), and to the terms of any
recourse agreement, where any liability arises which is attributable to thecore of a protected cell company —(a)the core assets are liable; and(b)the liability is not a liability of any protected assets.

(2) In the case of loss or damage which is suffered by the core of a protected
cell company and which is caused by fraud perpetrated by or upon a cell,the loss or damage is the liability solely of the cellular assets of that cell,without prejudice to any liability of any person other than the company.
(3) This section has extra-territorial effect.

Liability ofcore assets

[10th August 2016]
Disputes liability
attributable to cells

Supplement of the Official Gazette

235. (1) In the event of any dispute as to —(a)whether any right is in respect of a particular cell;(b)whether any creditor is a creditor in respect of a particular cell;(c)whether any liability is attributable to a particular cell; or(d)the amount to which any liability is limited,

the Court, on the application of the protected cell company, and without
prejudice to any other right or remedy of any person, may issue a
declaration in respect of the matter in dispute.
(2) The Court, on hearing an application for a declaration under subsection(1) —Attribution of coreassets and liability(a)may direct that any person shall be heard on the application;(b)

may make an interim declaration, or adjourn the hearing,conditionally or unconditionally;(c)

may make the declaration subject to such terms and conditions as
it thinks fit; and(d)

may direct that the declaration is binding upon such persons as
may be specified.

236. (1) Liabilities of a protected cell company not otherwise attributable to anyof its cells shall be discharged from the company‘s core assets.
(2) Income, receipts and other property or rights of or acquired by a protected
cell company not otherwise attributable to any cell shall be applied to andcomprised in the company's core assets.

Sub-Part V – Dealings with and Arrangements within Protected Cell
Companies
Company to inform
persons they are
dealing with aprotected cell company

237. (1) A protected cell company shall —(a)inform any person with whom it transacts that it is a protected
cell company; and(b)for the purposes of that transaction, identify or specify the cell in
respect of which that person is transacting, unless that transaction
is not a transaction in respect of a particular cell, in which case it
shall specify that the transaction is in respect of the core.

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Supplement of the Official Gazette[10th August 2016](2) If, in contravention of subsection (1), a protected cell company —(a)fails to inform a person that he is transacting with a protected
cell company, and that person is otherwise unaware that, andhas no reasonable grounds to believe that, he is transacting witha protected cell company; or(b)fails to identify or specify the cell or core, as the case may be,
in respect of which a person is transacting, and that person isotherwise unaware of, and has no reasonable basis of knowing,
which cell or core, as the case may be, he is transacting with,then, in either such case —(i)the directors (notwithstanding any provision to thecontrary in the company‘s memorandum or articles orin any contract with the company or otherwise) incur
personal liability to that person in respect of thetransaction; and(ii)

the directors have a right of indemnity against the coreassets of the company, unless they were fraudulent,reckless or negligent, or acted in bad faith.

(3) Where, pursuant to section 350 the Court relieves a director of all or partof his personal liability under subsection (2)(i), the Court may order thatthe liability in question shall instead be met from such of the cellular orcore assets of the protected cell company as may be specified in the order.

238. (1) It is lawful, subject to the provisions of subsection (3), for the cellular
assets attributable to any cell of a protected cell company, but not the coreassets of a protected cell company, to be transferred to another person,
wherever resident or incorporated, and whether or not a protected cellcompany.
(2) A transfer pursuant to subsection (1) of cellular assets attributable to acell of a protected cell company does not of itself entitle creditors of thatcompany to have recourse to the assets of the person to whom the cellular
assets were transferred.
(3) Subject to subsections (8) and (9), no transfer of the cellular assets
attributable to a cell of a protected cell company may be made except
under the authority of, and in accordance with the terms and conditionsof, an order of the Court under this section (a „cell transfer order“).

Transfer of cellular
assets fromprotected cellcompany

[10th August 2016]

Supplement of the Official Gazette(4) The Court shall not make a cell transfer order in relation to a cell of aprotected cell company —
(a)

(b)

unless it is satisfied —(i)that the creditors of the company entitled to haverecourse to the cellular assets attributable to the cellconsent to the transfer; or(ii)

that those creditors would not be unfairly prejudiced by
the transfer; andwithout hearing the representations of the Authority thereon.

(5) The Court, on hearing an application for a cell transfer order —(a)may make an interim order or adjourn the hearing, conditionallyor unconditionally;(b)

may dispense with any of the requirements of subsection (4)(a).

(6) The Court may attach such conditions as it thinks fit to a cell transfer
order, including conditions as to the discharging of claims of creditors
entitled to have recourse to the cellular assets attributable to the cell in
relation to which the order is sought.
(7) The Court may make a cell transfer order in relation to a cell of aprotected cell company notwithstanding that —(a)a liquidator has been appointed to act in respect of the company
or the company has passed a resolution for voluntary winding up;(b)a receivership order has been made in respect of the cell or any
other cell of the company; or(c)an administration order has been made in respect of the cell, thecompany or any other cell thereof.

(8) The provisions of this section are without prejudice to any power of aprotected cell company lawfully to make payments or transfers from thecellular assets attributable to any cell of the company to a person entitled,
in conformity with the provisions of this Part, to have recourse to thosecellular assets.
(9) Notwithstanding the provisions of this section, a protected cell company
does not require a cell transfer order to invest, and change investment of,cellular assets or otherwise to make payments or transfers from cellular
assets in the ordinary course of the company‘s business.
(10) Section 206 shall not apply to a transfer of cellular assets attributable toa cell of a protected cell company made in compliance with this section.

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Supplement of the Official Gazette[10th August 2016]239. (1) For the avoidance of doubt, a protected cell company may, in the ordinary
course of its business or the business attributable to any of its cells, effectan arrangement within the meaning of subsection (2).
(2) An „arrangement“ is dealing with, or a transfer, disposition or attributionof, the cellular or core assets of a protected cell company which has effect—(a)as between any of the company‘s cells;(b)

as between the core and any of its cells;(c)

as between the company and the core; or(d)as between the company and any of its cells,

but an arrangement does not include a transaction between the company
and another person.
(3) The Court, on the application of any person mentioned in subsection (4),and on such terms and conditions as it thinks fit, may make, andsubsequently vary, rescind, replace or confirm, an order in respect of —(a)the execution,
arrangement; oradministrationorenforcement

of

an

(b)

any cellular or core assets of a protected cell company subject
to, or affected by, an arrangement, including (without
limitation) an order as to their attribution, transfer, disposition,
tracing, vesting, preservation, application, recovery or delivery.

(4) An application for an order under subsection (3) may be made by —(a)the protected cell company;(b)a director, liquidator or administrator of the company;(c)the receiver or administrator of any cell of the company
affected by the arrangement;(d)a manager of the business of the company;(e)a manager of the business of or attributable to any cell of thecompany affected by the arrangement; or(f)with leave of the Court, any other person who has, directly or
indirectly, some interest in, or who is otherwise affected by, thearrangement.

(5) A protected cell company shall, in respect of an arrangement, make suchadjustments to its accounting records, including those of or attributable
to its cells, as may be necessary or expedient.

Arrangements
between cells
affecting cellular
assets, etc[10th August 2016]

Supplement of the Official Gazette(6) For the avoidance of doubt —
(a)

(b)

the adjustments referred to in subsection (5) may include thetransfer, disposition or attribution of assets, rights and liabilitiesof the protected cell company —(i)as between any of the company‘s cells;(ii)

as between the core and any of its cells;(iii)

as between the company and the core; or(iv)

as between the company and any of its cells but without
prejudice to the singular legal personality of thecompany; andthe effecting of an arrangement does not require a cell transfer
order.

(7) An order under subsection (3) may be made ex parte.
(8) This section has extra-territorial application.

Sub-Part VI – Receivership Orders
Receivership orders
in relation to cells

240. (1) Subject to the provisions of this section, if in relation to a protected cellcompany the Court is satisfied —(a)that the cellular assets attributable to a particular cell of thecompany (and, where the company has entered into a recourse
agreement, the assets liable under that agreement) are or are
likely to be insufficient to discharge the claims of creditors in
respect of that cell;(b)that the making of an administration order in respect of that cellwould not be appropriate; and(c)that the making of an order under this section would achieve thepurposes set out in subsection (3),the Court may make an order under this section (a „receivership order“)in respect of that cell.
(2) A receivership order may be made in respect of one or more cells.
(3) A receivership order is an order directing that the business and cellular
assets of or attributable to a cell shall be managed by a person specified
in the order („the receiver“) for the purposes of —(a)the orderly winding up of the business of or attributable to thecell; and

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Supplement of the Official Gazette(b)[10th August 2016]

the distribution of the cellular assets attributable to the cell (and,where the company has entered into a recourse agreement, theassets liable under that agreement) to those entitled to haverecourse thereto.

(4) A receivership order —(a)may not be made if —(i)a liquidator has been appointed to act in respect of theprotected cell company; or(ii)

the protected cell company has passed a resolution forvoluntary winding up;(b)

may be made in respect of a cell subject to an administration
order; and(c)shall cease to be of effect upon the appointment of a liquidator
to act in respect of the protected cell company, but without
prejudice to prior acts.

(5) No resolution for the voluntary winding up of a protected cell company
any cell of which is subject to a receivership order shall be effective
without leave of the Court.
241. (1) An application for a receivership order in respect of a cell of a protected
cell company may be made by —(a)the company;(b)the directors of the company;(c)

any creditor of the company in respect of that cell;(d)any holder of cell shares in respect of that cell;(e)the administrator of that cell; or(f)the Authority.

(2) The Court, on hearing an application —(a)for a receivership order; or(b)for leave, pursuant to section 240(5), for a resolution forvoluntary winding up,

may make an interim order or adjourn the hearing, conditionally or
unconditionally.

Applications forreceivershiporders[10th August 2016]

Supplement of the Official Gazette(3) Notice of an application to the Court for a receivership order in respectof a cell of a protected cell company shall be served upon —(a)the company;(b)

the administrator (if any) of the cell;(c)the Authority; and(d)such other persons (if any) as the Court may direct,

who shall each be given an opportunity of making representations to the
Court before the order is made.

Functions of receiverand effect ofreceivership order242. (1) The receiver of a cell —(a)may do all such things as may be necessary for the purposes set
out in section 240(3); and(b)

has all the functions of the directors in respect of the business andcellular assets of or attributable to the cell.

(2) The receiver may at any time apply to Court —(a)for directions as to the extent or exercise of any function or
power;(b)for the receivership order to be discharged or varied; or(c)for an order as to any matter arising in the course of his
receivership.

(3) In exercising his functions and powers the receiver is deemed to act as
the agent of the protected cell company and shall not incur personal
liability except to the extent that he is fraudulent, reckless or grossly
negligent, or acts in bad faith.
(4) Any person dealing with the receiver in good faith is not concerned toenquire whether the receiver is acting within his powers.
(5) Where an application has been made for, and during the period of
operation of, a receivership order, no proceedings may be commenced orcontinued against the protected cell company in relation to the cell in
respect of which the receivership order was applied for or made except
with the consent of the receiver or the leave of the Court and subject(where the Court gives leave) to such terms and conditions as the Court
may impose.

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Supplement of the Official Gazette[10th August 2016](6) For the avoidance of doubt, rights of set-off and secured interests,
including, without limitation, a chargee‘s rights under a charge, andrights of enforcement thereof, are unaffected by the provisions ofsubsection (5).
(7) During the period of operation of a receivership order —(a)the functions of the directors shall cease in respect of thebusiness and cellular assets of or attributable to the cell in
respect of which the order was made, and(b)where the company has entered into a recourse agreement
affecting the cell, the receiver of the cell shall be deemed a
director of the protected cell company in respect of the assets
liable under that agreement.

243. (1) The Court shall not discharge a receivership order unless it appears to the
Court that the purpose for which the order was made has been achievedor substantially achieved or is incapable of achievement.
(2) The Court, on hearing an application for the discharge or variation of areceivership order, may make any interim order or adjourn the hearing,conditionally or unconditionally.
(3) Upon the Court discharging a receivership order in respect of a cell of aprotected cell company on the ground that the purpose for which the order
was made has been achieved or substantially achieved, the Court may
direct that any payment made by the receiver to any creditor of thecompany in respect of that cell shall be deemed full satisfaction of theliabilities of the company to that creditor in respect of that cell; and thecreditor‘s claims against the company in respect of that cell are thereby
deemed extinguished.
(4) Nothing in subsection (3) operates so as to affect or extinguish any rightor remedy of a creditor against any other person, including any surety ofthe protected cell company.
(5) Subject to the provisions of —(a)this Part and any rule of law as to preferential payments;(b)

any agreement between the protected cell company and any
creditor thereof as to the subordination of the debts due to thatcreditor to the debts due to the company‘s other creditors; andDischarger andvariation ofreceivership orders

[10th August 2016]

Supplement of the Official Gazette(c)any agreement between the protected cell company and any
creditor thereof as to set-off,the company‘s cellular assets attributable to any cell of the company inrelation to which a receivership order has been made shall, in the winding
up of the business of or attributable to that cell pursuant to the provisionsof this Part, be realised and applied in satisfaction of the company‘sliabilities attributable to that cell paripassu.
(6) Any surplus assets shall thereafter be distributed (unless thememorandum or articles provide otherwise) —(a)among the holders of the cell shares or the persons otherwise
entitled to the surplus assets; or(b)where there are no cell shares and no such persons, among theholders of the core shares,in each case according to their respective rights and interests in or against
the company.
(7) The Court may, upon discharging a receivership order in respect of a cellof a protected cell company, direct that the cell shall be dissolved on suchdate as the Court may specify.
(8) Immediately upon the dissolution of a cell of a protected cell company,
the company may not undertake business or incur liabilities in respect ofthat cell.
(9) Where a receivership order is discharged or varied under this section thereceiver shall —(a)within 7 days after the day of the order effecting the discharge orvariation, send a copy of the order to the Registrar; and(b)within such time as the Court may direct, send a copy thereof tosuch other persons as the Court may direct.

Remuneration ofreceiver244. The remuneration of a receiver and any expenses properly incurred by him arepayable, in priority to all other claims, from the cellular assets attributable tothe cell in respect of which the receiver was appointed.

Information to begiven by receiver245. (1) Where a receivership order has been made, the receiver shall —(a)forthwith send to the protected cell company notice of the order;(b)

within 7 days after the day of the making of the order, send a
copy of the order to the Registrar;

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Supplement of the Official Gazette
(c)

(d)

[10th August 2016]

within 28 days after the day of the making of the order —(i)unless the Court orders otherwise, send notice of theorder to all creditors of the cell (so far as he is aware of
their addresses);(ii)

send notice of the order to the Authority; andwithin such time as the Court may direct, send a copy of theorder to such other persons as the Court may direct.

(2) The Registrar shall give notice of the receivership order in such mannerand for such period as he thinks fit.

Sub-Part VII – Administration Orders
246. (1) Subject to the other provisions of this section, where, in relation to aprotected cell company, the Court is satisfied —(a)that the cellular assets attributed to a particular cell of thecompany (and, where the company has entered into a recourse
agreement, the assets liable under that agreement) are or are
likely to be insufficient to discharge the claims of creditors in
respect of that cell; or(b)that the company‘s cellular assets and non-cellular assets are or
are likely to be insufficient to discharge the liabilities of thecompany,

and the Court considers that the making of an order under this section
may achieve one of the purposes set out in subsection (4), the Court may
make an order under this section (an „administration order“) in respectof that company.
(2) An administration order may be made in respect of one or more cells.
(3) An administration order is an order directing that, during the period forwhich the order is in force, the business and assets of or attributable tothe cell or, as the case may be, the business and assets of the company,
shall be managed by a person (the „administrator“) appointed by the
Court for that purpose.
(4) The purposes for which an administration order may be made are —(a)the survival as a going concern of the cell or of the company,as the case may be;

Administration
order in relation toprotected cellcompanies or cells

[10th August 2016]

Supplement of the Official Gazette(b)

the more advantageous realisation of the business and assets ofor attributable to the cell or (as the case may be) the business andassets of the company than would be achieved by a receivershipof the cell or (as the case may be) by the liquidation of thecompany.

(5) An administration order, whether in respect of a protected cell company
or a cell thereof —
(a)

(b)

may not be made if —(i)a liquidator has been appointed to act in respect of thecompany; or(ii)

the company has passed a resolution for voluntary
winding up;

shall cease to be of effect upon the appointment of a liquidator toact in respect of the company, but without prejudice to prior acts.

(6) No resolution for the voluntary winding up of a protected cell company
which, or any cell of which, is subject to an administration order shall beeffective without the leave of the Court.

Application foradministration order247. (1) An application to the Court for an administration order, in respect of aprotected cell company or any cell thereof, may be made by —(a)the company;(b)the directors of the company;(c)the shareholders or any class of shareholders of the company orof any cell;(d)any creditor of the company (or, where the order is sought inrespect of a cell, any creditor of the company in respect of thatcell); or(e)

the Authority.

(2) The Court, on hearing an application —(a)for an administration order; or(b)for leave, pursuant to section 246(6), for a resolution forvoluntary winding up,

may make an interim order or adjourn the hearing, conditionally or
unconditionally.

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Supplement of the Official Gazette[10th August 2016](3) Notice of an application to the Court for an administration order inrespect of a protected cell company or any cell thereof shall be served
upon —(a)the company;(b)

the Authority; and(c)such other person (if any) as the Court may direct,

who shall each be given an opportunity of making representations to the
Court before the order is made.

248. (1) The administrator of a cell of a protected cell company —(a)may do all such things as may be necessary for the purposes set
out in section 246(4) for which the administration order was
made; and(b)shall have all the functions and powers of the directors in
respect of the business and cellular assets of or attributable tothe cell.

(2) The administrator may at any time apply to the Court —(a)for directions as to the extent or exercise of any function or
power;(b)for the administration order to be discharged or varied; or(c)for an order as to any matter arising in the course of his
administration.

(3) In exercising his functions and powers, the administrator is deemed to act
as the agent of the protected cell company, and shall not incur personal
liability except to the extent that he is fraudulent, reckless or grossly
negligent, or act in bad faith.
(4) Any person dealing with the administrator in good faith is not concernedto enquire whether the administrator is acting within his powers.
(5) Where an application has been made for, and during the period of
operation of, an administration order, no proceedings may be commenced
or continued against the protected cell company or in relation to a cell in
respect of which the administration order was applied for or made except
with the consent of the administrator or the leave of the Court and subject(where the Court gives leave) to such terms and conditions as the Court
may impose.

Functions ofadministrator andeffect ofadministration order[10th August 2016]

Supplement of the Official Gazette(6) For the avoidance of doubt, rights of set-off and secured interests,
including, without limitation, a chargee‘s rights under a charge, andrights of enforcement thereof, are unaffected by the provisions ofsubsection (5).
(7) During the period of operation of an administration order —Discharge andvariation ofadministration order(a)the functions of the directors shall cease in respect of the businessand cellular assets of or attributable to the cell in respect of which
the order was made, and(b)where the company has entered into a recourse agreement
affecting the cell, the administrator of the cell shall be deemed a
director of the protected cell company in respect of the assets
liable under that agreement.

249. (1) The Court shall not discharge an administration order unless it appears to
the Court that —(a)the purpose for which the order was made has been achieved oris incapable of achievement; or(b)

it would otherwise be desirable or expedient to discharge theorder.

(2) The Court, on hearing an application for the discharge of variation of an
administration order, may make any interim order or adjourn the hearing,conditionally or unconditionally.
(3) Upon discharging an administration order, the Court may direct —(a)where the administration order was made in respect of a protected
cell company, that any payment made by the administrator to any
creditor of the company shall be deemed full satisfaction of theliabilities of the company to that creditor and the creditor‘sclaims against the company shall be thereby deemed
extinguished;(b)

where the administration order was made in respect of a cell, thatany payment made by the administrator to any creditor of thecompany in respect of that cell shall be deemed full satisfactionof the liabilities of the company to that creditor in respect of thatcell and the creditor‘s claims against the company in respect ofthat cell shall thereby be deemed extinguished.

(4) Nothing in subsection (3) shall operate so as to affect or extinguish any
right or remedy of a creditor against any other person, including any
surety of the protected cell company.

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Supplement of the Official Gazette[10th August 2016]250. The remuneration of an administrator, and any expenses properly incurred byhim, shall be payable in priority to all other claims —Remuneration ofadministrator(a) in the case of the administration of a cell, from the cellular assets
attributable to the cell; and(b) in the case of the administration of a protected cell company, from thenon-cellular assets of the company.

251. (1) Where an administration order has been made, the administrator shall —(a)forthwith send to the protected cell company notice of theorder;(b)

within 7 days after the day of the making of the order, send a
copy of the order to the Registrar;(c)within 28 days after the day of the making of the order

(d)

(i)

unless the Court orders otherwise, send notice of theorder to all creditors of the company or all creditors ofeach cell to which the order relates, as the case may be(so far as he is aware of their addresses);(ii)

send notice of the order to the Authority; andInformation to
be given byadministrator

within such time as the Court may direct, send a copy of theorder to such other persons as the Court may direct.

(2) The Registrar shall give notice of the administration order in such mannerand for such period as he thinks fit.

Sub-Part VIII – Liquidation of Protected Cell Companies
252. (1) Notwithstanding any statutory provision or rule of law to the contrary, inthe liquidation of a protected cell company, the liquidator —(a)is bound to deal with the company‘s assets in accordance withthe requirements set out in paragraphs (a) and (b) of section
228(2); and(b)in discharge of the claims of creditors of the protected cellcompany, shall apply the company‘s assets to those entitled tohave recourse thereto in conformity with the provisions of thisPart.

Provisions inrelation toliquidation ofprotected cellcompany

[10th August 2016]

Supplement of the Official Gazette(2) Any provision of an enactment or rule of law which provides that acompany‘s assets in a winding up shall be realised and applied insatisfaction of the company‘s debts and liabilities paripassu shall be
modified and shall apply in relation to protected cell companies subject
to the provisions of this Part.

Sub-Part IX – General
Liability to criminal
penalties

253. (1) Where a protected cell company is liable to any criminal penalty, whether
under this Act or otherwise, due to the act or default of a cell or an officer
acting in relation to a cell, then without prejudice to any liability of that
officer, the penalty —(a)may only be met by the company from the cellular assets
attributable to the cell; and(b)

is not enforceable in any way against any other assets of thecompany, whether cellular or core.

(2) Where a protected cell company is liable to any criminal penalty, whether
under this Law or otherwise, due to the act or default of the core or an
officer acting in relation to the core, then without prejudice to any liabilityof that officer, the penalty —(a)may only be met by the company from core assets; and(b)

is not enforceable in any way against any cellular assets.

PART XIV – INVESTIGATIONS OF COMPANIESDefinition of„inspector“

254. In this Part, „inspector“ means an inspector appointed by an order made under
section 255(2).

Investigation order

255. (1) A member or the Registrar may apply to the Court ex parte or upon such
notice as the Court may require, for an order directing that an
investigation be made of the company and any of its associatedcompanies.
(2) If, upon an application under subsection (1), it appears to the Court that—(a)the business of the company or any of its associates is or has been
carried on with intent to defraud any person;(b)

the company or any of its associates was formed for a fraudulent
or unlawful purpose or is to be dissolved for a fraudulent or
unlawful purpose; or

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persons concerned with the incorporation, business or affairs of
the company or any of its associates have or may have inconnection therewith acted fraudulently or dishonestly,

the Court may make any order it thinks fit with respect to an investigationof the company and any of its associated companies by an inspector, who
may be the Registrar.
(3) If a member makes an application under subsection (1), he shall give theRegistrar reasonable notice of it, and the Registrar is entitled to appear
and be heard at the hearing of the application.
(4) An applicant under this section shall not be required to give security forcosts.
256. (1) An order made under section 255(2) shall include an order appointing aninspector to investigate the company and an order fixing the inspector‘s
remuneration.
(2) The Court may, at any time, make any order it considers appropriate withrespect to the investigation, including but not limited to making any one
or more of the following orders, namely, to —(a)replace the inspector;(b)determine the notice to be given to any interested person, or
dispense with notice to any person;(c)authorise the inspector to enter any premises in which the Court
is satisfied there might be relevant information, and to examine
anything, and to make copies of any documents or records,
found on the premises;(d)require any person to produce documents or records to theinspector;(e)authorise the inspector to conduct a hearing, administer oaths
or affirmations and examine any person upon oath oraffirmation, and prescribe rules for the conduct of the hearing;(f)require any person to attend a hearing conducted by theinspector and to give evidence upon oath or affirmation;(g)give directions to the inspector or any interested person on any
matter arising in the investigation;(h)require the inspector to make an interim or final report to the
Court;

Court‘s power

[10th August 2016]

Supplement of the Official Gazette(i)determine whether a report of the inspector should be published,
and, if so, order the Registrar to publish the report in whole or inpart, or to send copies to any person the Court designates;(j)require an inspector to discontinue an investigation; or(k)require the company to pay the costs of the investigation in partor in full.

(3) The inspector shall file with the Registrar a copy of every report he makes
under this section.
(4) A report received by the Registrar under subsection (3) shall not be
disclosed to any person other than in accordance with an order of the
Court made under subsection (2)(i).

Inspector‘s power

257. An inspector —(a) has the powers set out in the order appointing him; and(b) shall upon request produce to an interested person a copy of the order.

Hearing in camera

258. (1) An application under this Part and any subsequent proceedings, including
applications for directions in respect of any matter arising in theinvestigation, shall be heard in camera unless the Court orders otherwise.
(2) A person whose conduct is being investigated or who is being examinedat a hearing conducted by an inspector under this Part may appear or beheard at the hearing and has a right to be represented by a legal
practitioner appointed by him for the purpose.
(3) No person shall publish anything relating to any proceedings under thisPart except with the authorisation of the Court.

Offences relating tofalse information

259. A person who, being required under this Part to answer any question which isput to him by an inspector —(a)knowingly or recklessly makes a statement which is false,
misleading or deceptive in a material particular; or(b)knowingly or recklessly withholds any information the omissionof which makes the information which is furnished misleading or
deceptive in a material particular,commits an offence and is liable on conviction to a fine not exceeding
US$10,000.

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Supplement of the Official Gazette[10th August 2016]260. (1) A copy of an inspector‘s report under this Part certified by the Registrar
to be a true copy, is admissible in legal proceedings as evidence of theopinion of the inspectors in relation to a matter contained in the report.

Inspector‘s report
to be evidence(2) A document purporting to be a certificate mentioned in subsection (1)shall be received in evidence and be deemed to be such a certificate unlessthe contrary is proved.

261. (1) Nothing in this Part affects the legal professional privilege that exists in
respect of a legal practitioner and his client.

Privilege(2) An oral or written statement or report made by an inspector or any otherperson in an investigation under this Part has absolute privilege.

PART XV – PROTECTION OF MEMBERS

262. (1) A member of a company may apply to the Court for an order under
section 264 on the ground that —(a)the affairs of the company have been, are being or are likely tobe, conducted in a manner that is, or is likely to be, oppressive,
unfairly discriminatory, or unfairly prejudicial to him in his
capacity as a member;(b)

an actual or proposed act or omission of the company(including an act or omission on its behalf) is, or is likely to be,
oppressive, unfairly discriminatory, or unfairly prejudicial tohim in his capacity as a member; or(c)the company or a director of the company has engaged in, or
proposes to engage in, conduct that contravenes this Act or the
memorandum or articles of the company.

Power for member
to apply to Court(2) The provisions of this Part apply to a person who is not a member of acompany but to whom shares in the company have been transferred ortransmitted by operation of law, as those provisions apply to a memberof the company; and references to a member or members are to beconstrued accordingly.

263. If in the case of a company —(a)the Registrar has received a report by an inspector under Part
XIV; and(b)

it appears to the Registrar that —Power for theRegistrar to apply
to Court

[10th August 2016]

Supplement of the Official Gazette(i)the affairs of the company have been, are being or are
likely to be, conducted in a manner that is, or is likely tobe, oppressive, unfairly discriminatory, or unfairly
prejudicial to the company‘s members generally or ofsome part of its members;(ii)

an actual or proposed act or omission of the company(including an act or omission on its behalf) is, or is likely
to be, oppressive, unfairly discriminatory, or unfairly
prejudicial the company‘s members generally or of somepart of its members;(iii)

the company or a director of the company has engagedin, or proposes to engage in, conduct that contravenes
this Act or the memorandum or articles of the company,

the Registrar may apply to the Court for an order under section 264.

Powers of Court

264. (1) If the Court is satisfied that an application under section 262 or 263 is
well founded, it may make such order as it thinks fit for giving relief inrespect of the matters complained of.
(2) Without prejudice to the generality of subsection (1), the Court‘s order
may —
(a)

regulate the conduct of the company‘s affairs in the future;(b)

direct the company or director to comply with, or restrain thecompany or director from engaging in conduct that contravenes,
this Act or the company‘s memorandum or articles;(c)otherwise require the company to refrain from doing or
continuing an act complained of by the applicant or to do an act
which the applicant has complained it has omitted to do;(d)in respect of a shareholder of the company, require the company
or any other person to acquire the shareholder‘s shares;(e)amend or require the amendment of the memorandum or articlesof the company;(f)require the company or any other person to pay compensation to
the member;(g)directing the rectification of the records of the company;(h)set aside any decision made or action taken by the company or
its directors in breach of this Act or the memorandum or articlesof the company;

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Supplement of the Official Gazette[10th August 2016](i)

authorise civil proceedings to be brought in the name and on
behalf of the company by a member or such other person or
persons and on such terms as the Court may direct;(j)authorise a member or such other person or persons to intervene
in proceedings to which the company is a party for the purposeof continuing, defending or discontinuing the proceedings onbehalf of the company; and(k)provide for the purchase of the rights of any members of thecompany by other members or by the company itself and, in thecase of a purchase by the company itself, the reduction of thecompany‘s capital accounts accordingly.

(3) No order may be made against the company or any other person under
this section unless the company or that person is a party to theproceedings in which the application is made.
(4) If an order under this section requires the company not to make any, or
any specified, alterations in the memorandum or articles, the company
shall not then without leave of the Court make such alterations in breachof that requirement.
(5) An alteration in the company‘s memorandum or articles made by virtueof an order under this section is of the same effect as if duly made byresolution of the company, and the provisions of this Act apply to thememorandum or articles as so altered accordingly.
(6) A copy of an order of the Court under this section altering, or giving leave
to alter, a company‘s memorandum or articles shall, within 14 days fromthe making of the order or such longer period as the Court may allow, bedelivered by the company to the Registrar for registration.
(7) If a company fails to comply with subsection (6), the company commits
an offence and is liable on conviction to a fine not exceeding US$10,000.

PART XVI – DISQUALIFICATION ORDERS

265. (1) For the purposes of this section „administrator“, in relation to a company,
means —(a)an administrator appointed under Sub-Part VII of Part XIII; or(b)an administrator otherwise appointed by the Court pursuant toa written law.

Disqualification
orders[10th August 2016]

Supplement of the Official Gazette(2) A disqualification order is an order made by the Court prohibiting aperson from —(a)being a director of any company or any company specified in theorder;(b)participating in, or being in any way concerned in, directly or
indirectly, the management, formation or promotion of any
company or any company specified in the order;(c)being an administrator of any company or any company specified
in the order;(d)being a receiver of a cell of any protected cell company or any
protected cell company specified in the order;(e)being a liquidator of any company or any company specified in
the order.

(3) The Court can make a disqualification order of its own motion or upon
an application made by —(a)the Registrar;(b)

the Authority;(c)the Minister; or(d)any liquidator, administrator, member or creditor of any
company of which the person against whom a disqualification
order is sought is or has been a director or is participating or has
participated directly or indirectly in the management, formationor promotion such company.

(4) A person intending to apply for an order under this section shall give notless than 10 days written notice of such intention to each person against
whom the order is sought.
(5) An application for an order under this section shall be served on each
person against whom the order is sought.
(6) A disqualification order may, in the Court‘s absolute discretion, be
granted by consent.
(7) A disqualification order may contain such incidental and ancillary terms
and conditions as the Court thinks fit.
(8) The Court shall direct that a copy of the order be served upon theRegistrar.
(9) A disqualification order shall have effect for such period not exceeding 5
years as shall be specified therein.

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Supplement of the Official Gazette[10th August 2016](10) Where a disqualification order is made against a person already subject
to such an order, the periods specified in those orders shall run
concurrently unless the Court orders them to run consecutively.
266. (1) The Court may make a disqualification order where it considers that, by
reason of a person‘s conduct in relation to a company or otherwise, that
person is unfit to be concerned in the management, promotion or
liquidation of a company.

Ground for making
a disqualificationorder(2) In determining whether a person is unfit for the purposes of subsection(1), the Court shall have regard to —(a)the nature and extent of the person‘s involvement in or
knowledge of any fraud, dishonesty, misconduct or otherwrongdoing in connection with a company;(b)

the person‘s previous conduct and activities in business or
financial matters;(c)

any convictions the person has for an offence in connection
with the promotion, formation, management, liquidation or
striking off of a company,(d)any convictions the person has for any offence and in particular
any offence involving fraud or dishonesty;(e)the person‘s conduct in connection with any company that hasgone into insolvent liquidation;(f)

any misfeasance or breach of any fiduciary or other duty by the
person in relation to a company;(g)whether the person has been disqualified, by reason of
misconduct or unfitness, from being concerned with the
management of any foreign company under the law of any
place outside Seychelles; and(h)such other matters as the Court thinks fit.

267. (1) Any person who is aggrieved by the making of a disqualification orderby the Court under section 265 may, within thirty days of the date of thedisqualification order, appeal to the Court of Appeal.
(2) Notice of an appeal to the Court of Appeal under subsection (1) shall beserved on the Registrar who shall be entitled to appear and be heard at
the hearing of the appeal.

Right of appeal
to the Court ofAppeal[10th August 2016]

Supplement of the Official Gazette(3) On an appeal under this section the Court of Appeal may —(a)

set aside the disqualification order;(b)

confirm the disqualification order in its entirety; or(c)confirm the disqualification order in part, including, if it thinks
fit, to reduce or increase the duration of the disqualification order.

(4) On an appeal under this section the Court of Appeal may, on theapplication of the appellant and on such terms as the Court of Appeal
thinks just, suspend or modify the operation of the disqualification
pending the determination of the appeal.

Variation ofdisqualification
orders268. (1) A person subject to a disqualification order may apply to the Court for avariation in the order and, if satisfied that it would not be contrary to the
public interest to do so, the Court may grant an order varying thedisqualification order to such extent and under such terms as it sees fit.
(2) An application under this section for the variation of a disqualification
order shall not be heard unless the person upon whose application thedisqualification order was made has been served with notice of theapplication to vary not less than 28 days (or such other period as the Court
may in its absolute discretion direct) before the date of the hearing and,without prejudice to the foregoing, the Court may —(a)direct that notice of the application shall also be served on suchother persons as the Court thinks fit; and(b)for that purpose adjourn the hearing of the application.

(3) The variation of a disqualification order may, with the consent of theparties and in the Court‘s absolute discretion, be granted by consent.
(4) The Court shall direct that a copy of an order varying a disqualification
order be served upon the Registrar.

Revocation ofdisqualification
orders269. (1) A person subject to a disqualification order may apply to the Court for a
revocation of the order on the ground that he is no longer unfit to beconcerned in the management of a company, and the Court may grant theapplication if satisfied that —(a)it would not be contrary to the public interest to do so; and(b)the applicant is no longer unfit to be concerned in the
management of a company.

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Supplement of the Official Gazette[10th August 2016](2) An application under this section for the revocation of a disqualification
order shall not be heard unless the person upon whose application thedisqualification order was made has been served with notice of theapplication to revoke not less than 28 days (or such other period as the
Court may in its absolute discretion direct) before the date of the hearing
and, without prejudice to the foregoing, the Court may —(a)direct that notice of the application to revoke shall also be
served on such other persons as the Court thinks fit; and(b)for that purpose adjourn the hearing of the application.

(3) The revocation of a disqualification order may, with the consent of theparties and in the Court‘s absolute discretion, be granted by consent.
(4) The Court shall direct that a copy of the order revoking a disqualification
order be served upon the Registrar.
270. (1) A person who contravenes any provision of a disqualification order —(a)commits an offence and is liable on conviction to a fine notexceeding US$10,000; and(b)is personally liable for any debts and liabilities of the company
in relation to which the contravention was committed whichwere incurred at any time when he was acting in contraventionof the disqualification order.

Consequences ofbreaking adisqualificationorder(2) A person‘s liability pursuant to subsection (1)(b) is joint and several withthat of the company and of any other person so liable in relation to thatcompany.
271. (1) The Registrar shall keep a register, to be known as the Register ofDisqualification Orders, containing particulars of —(a)each disqualification order served on the Registrar under
section 265(7); and(b)each order varying a disqualification order served on theRegistrar under section 268(4).

(2) When a disqualification order ceases to be in force, the Registrar shalldelete the entry from the Register of Disqualification Orders.
(3) The Register of Disqualification Orders shall be open to inspection on
payment of the applicable fee as specified in Part II of the Second
Schedule.

Register of
disqualification
orders[10th August 2016]

Supplement of the Official Gazette(4) No person shall be construed, by virtue only of an entry in the Registerof Disqualification Orders, as having knowledge that another person is
the subject of a disqualification order.

PART XVII – STRIKING OFF, WINDING UP AND DISSOLUTION
Sub-Part I – Striking off and dissolution
Striking off

272. (1) The Registrar may strike the name of a company off the Register if —
(a)

(b)

(c)

it is satisfied that the company —(i)has ceased to carry on business or is not in operation;(ii)

is carrying on business in Seychelles in contravention ofsection 5(2) of this Act;(iii)

has been used for fraudulent purposes;(iv)

may jeopardize the reputation of Seychelles as a financial
centre; orthe company fails to —(i)file any notice or document required to be filed under this
Act;

(ii)

comply with section 164 (Company to have registeredagent);(iii)

comply with a request made pursuant to this Act or otherwritten law of Seychelles by the Seychelles Revenue
Commission, the Financial Intelligence Unit or theRegistrar for a document or information;(iv)

keep a register of directors, register of members, registerof charges, register of beneficial owners or accounting
records required to be kept by it under this Act or any
other records required to be kept by it under this Act; or(v)subject to paragraph (c), pay any penalty fees imposedby the Registrar under this Act; orthe company fails to pay to the Registrar its annual fee or any latepayment penalty thereon within 180 days of the due date,provided that striking off under this paragraph shall only occur
on 1 January next ensuing.

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Supplement of the Official Gazette[10th August 2016](2) Before striking the name of a company off the Register on any grounds
specified in subsection (1)(a) or (1)(b), —(a)

the Registrar shall send the company a notice stating that,unless the company shows cause to the contrary within 30 daysof the date of the notice, the Registrar shall publish in theGazette a notice of the intended striking-off of the company‘sname from the Register in accordance with paragraph (b); and(b)after the expiration of the 30 day period referred to in the noticegiven under paragraph (a), unless the company has shown cause
to the contrary, the Registrar shall publish in the Gazette a
notice of its intention to strike the name of the company off theRegister at the expiration of 60 days from the date of the
publication of the notice in the Gazette under this paragraph.

(3) After the expiration of 60 days from the date of the publication of thenotice in the Gazette under subsection (2)(b), unless the company has
shown cause to the contrary, the Registrar may strike the name of thecompany off the Register.
(4) The Registrar shall publish a notice of the striking of the name of acompany off the Register in the Gazette.
(5) The striking of the name of a company off the Register is effective fromthe date on which the Registrar strikes the name off the Register undersubsection (3).
(6) Penalty fees imposed for a contravention of this Act shall cease accruingon the date of striking off of the name of a company under this section,
provided that all unpaid penalty fees accrued prior to the date of striking
off shall remain due and payable to the Registrar.

273.

(1) A person who is aggrieved by the striking of a company‘s name off theRegister pursuant to a decision of the Registrar under section 272(1) may,within 90 days of the date of the striking off notice published in theGazette, appeal against the Registrar‘s decision and consequent striking
off to the Appeals Boardin accordance with the procedure specified in the
Financial Services Authority (Appeals Board) Regulations 2014.
(2) On an application under this section the Appeals Board may —(a)affirm the Registrar‘s decision and the striking off;(b)

set aside the Registrar‘s decision and striking off and, if the
Appeals Board considers it appropriate to do so, remit thematter to the Registrar with such directions as the Appeals
Board considers fit.

Appeal against
striking off[10th August 2016]

Supplement of the Official Gazette(3) A person dissatisfied with the decision of the Appeals Board may within
30 days of the decision make an appeal to the Court in accordance withregulation 8(8) of the Financial Services Authority (Appeals Board)
Regulations 2014.
(4) The Court may, in respect of an appeal made under subsection (5), affirm,
set aside or vary the Appeals Board‘s decision and may give suchdirections as the Court thinks fit and just.

Effect of striking off

274.

(1) Where the name of a company has been struck off the Register, thecompany and the directors, members and any liquidator or receiver
thereof, shall not —(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 rightfor, or in the name of, the company; or(c)

act in any way with respect to the affairs of the company.

(2) Notwithstanding subsection (1), where the name of a 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 company to the Register;(b)

continue to defend proceedings that were commenced against thecompany prior to the date of the striking-off; and(c)continue to carry on legal proceedings that were instituted onbehalf 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 notprevent —(a)the company from incurring liabilities;(b)

any creditor from making a claim against the company andpursuing the claim through to judgment or execution; or(c)the Financial Intelligence Unit, Seychelles Revenue Commission
or any other governmental body from making a claim against thecompany under a written law of Seychelles and pursuing theclaim through to judgment or execution,and does not affect the liability of any of its members, directors, otherofficers or agents.

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Supplement of the Official Gazette[10th August 2016](4) A company continues to be liable for all fees and penalties payable under
this Act notwithstanding that the name of the company has been struck
off the Register.

275. Where the name of a company that has been struck off the Register under
section 272 remains struck off continuously for a period of five years, it isdissolved with effect from the last day of that period.

276.

(1) Subject to subsections (2), (3) and (4), where a company is not dissolved
but its name has been struck off the Register under —(a)section 272(1)(b)(v) for non-payment of any penalty fees
imposed by the Registrar under this Act (other than as referred
to in section 272(1)(c)); or(b)

section 272(1)(c) for non-payment of its annual fee or any latepayment penalty thereon, upon application for restoration of thecompany‘s name to the Register being made in the approved
form by a creditor, member, former member, director, former
director, liquidator or former liquidator of the company, theRegistrar may in its absolute discretion and upon payment of
the restoration fee referred to in Part II of the Second Scheduleand of all outstanding fees and penalties, restore the name of
the company to the Register and issue a notice of restoration to
the company.

(2) Where the name of a company has been struck off the Register under
section 272(1)(b)(v) for non-payment of penalty fees imposed by theRegistrar under this Act (other than as referred to in section 272(1)(c)),
the company shall not be eligible for restoration under subsection (1)unless the Registrar is satisfied that the contravention of this Act for
which the penalty was imposed has been remedied in full.
(3) An applicant under subsection (1) shall engage a person who is licensed
to provide international corporate services under the International
Corporate Service Providers Act (Cap 275) to act as the restoredcompany‘s registered agent and who shall file the restoration applicationon the applicant‘s behalf with the Registrar.
(4) If the proposed registered agent of the company was not the company‘sregistered agent when it was struck off the Register (the „outgoingregistered agent“), the application shall be accompanied by the writtenconsent to the change of registered agent by the outgoing registeredagent.
(5) A company‘s outgoing registered agent shall provide its written consent
under subsection (4) unless any fees due and payable to it have not been
paid.

Dissolution ofcompany
struck off theRegister

Restoration ofcompany to theRegister byRegistrar

[10th August 2016]

Supplement of the Official Gazette(6) A company that is restored to the Register under this section is deemed
to have continued in existence as if it had not been struck off the Register.

Court application to
restore company toRegister

277. (1) Subject to subsection (2), where the name of a company has been struck
off the Register for any reason, an application to restore the name of thestruck off or dissolved company to the Register may be made to the Court
by —
(a)

a creditor, member, former member, director, former director,
liquidator or former liquidator of the company; or(b)

any other person who can establish an interest in having thecompany restored to the Register.

(2) An application to restore the name of a struck off or dissolved company
to the Register under subsection (1) may be made to the Court —(a)within ten years of the date of the striking-off notice published in
the Gazette under section 272(4); or(b)

within five years of the date of dissolution under Sub-Part II, III
or IV of the Part XVII of this Act.

(3) Notice of the application shall be served on the Registrar, who is entitledto appear and be heard on the hearing of the application.
(4) On an application under subsection (1) and subject to subsection (5), theCourt may —(a)restore the company to the Register subject to such conditions as
it considers appropriate; and(b)give such directions or make such orders as it considers necessaryor desirable for the purpose of placing the company and any otherpersons as nearly as possible in the same position as if thecompany had not been dissolved or struck off the Register.

(5) Where the Court makes an order restoring a company to the Register, theapplicant under subsection (1) shall engage a person who is licensed toprovide international corporate services under the International
Corporate Service Providers Act (Cap 275) to act as the restoredcompany‘s registered agent and who shall file a sealed copy of therestoration order on the applicant‘s behalf with the Registrar.
(6) On receiving a filed copy of a sealed restoration order filed undersubsection (5) but subject to subsection (7), the Registrar shall restore thecompany to the Register with effect from the date and time that the copyof the sealed order was filed.

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Supplement of the Official Gazette[10th August 2016](7) Notwithstanding its receipt of a copy of the sealed restoration order, theRegistrar shall not restore the company to the Register until —(a)payment to it of all outstanding annual fees and any penalty orother fees payable under this Act in relation to the company;
and

(b)

if the proposed registered agent of the company was not thecompany‘s registered agent when it was struck off the Registrar(the „outgoing registered agent“), the Registrar receives awritten consent to the change of registered agent by theoutgoing registered agent (who must provide such consent
unless any fees due and payable to it have not been paid).

(8) A dissolved company restored under this section is restored to theRegister with the name that it had immediately before it was dissolved,
provided that if the name of the company has been reused in accordancewith the Fifth Schedule, the company is restored to the Register with its
name consisting of its company number followed by the word „Limited“.
(9) A company that is restored to the Register under this section is deemed
to have continued in existence as if it had not been dissolved or struck off
the Register.

278. (1) Where a company has been struck off the Register, the Registrar may
apply to the Court for the appointment of a liquidator of the company.
(2) Where the Court makes an order under subsection (1) —(a)the company is restored to the Register; and(b)the liquidator is deemed to have been appointed under section
309 and 315 of this Act.

279. (1) Subject to subsection (2), any property of a company that has not been
disposed of at the date of the company‘s dissolution vests in the
Government of Seychelles.
(2) If a company is restored to the Register, any property, other than money,
that was vested in the Government of Seychelles under subsection (1) on
the dissolution of the company and that has not been disposed of must be
returned to the company upon its restoration to the Register.
(3) The company is entitled to be paid by the Government of Seychelles —(a)any money received by the Government of Seychelles undersubsection (1) in respect of the company; andAppointment ofliquidator ofcompany struck
off

Undistributed
property ofdissolved company

[10th August 2016]

Supplement of the Official Gazette(b)Disclaimer

if property, other than money, vested in the Government of
Seychelles under subsection (1) in respect of the company andthat property has been disposed of, an amount equal to the lesser
of —
(i)

the value of any such property at the date it vested in the
Government of Seychelles; and(ii)

the amount realized by the Government of Seychelles by
the disposition of that property.

280. (1) In this section, „onerous property“ means —(a)an unprofitable contract; or(b)property of the company that is unsaleable, or not readilysaleable, or that may give rise to a liability to pay money or
perform an onerous act.

(2) Subject to subsection (3), the Minister may, by notice in writing
published in the Gazette, disclaim the Government of Seychelles‘ title toonerous property which vests in the Government of Seychelles under
section 279.
(3) A statement in a notice disclaiming property under this section that thevesting of the property in the Government of Seychelles first came to thenotice of the Minister on a specified date shall, in the absence of proof tothe contrary, be evidence of the fact stated.
(4) Unless the Court, on the application of the Minister, orders otherwise, theMinister is not entitled to disclaim property unless the property isdisclaimed —(a)within twelve months of the date upon which the vesting of theproperty under section 279 came to the notice of the Minister; or(b)

if any person interested in the property gives notice in writing to
the Minister requiring him to decide whether he will or will notdisclaim the property, within three months of the date uponwhich he received the notice,whichever occurs first.
(5) Property disclaimed by the Minister under this section is deemed not tohave vested in the Government of Seychelles under section 279.

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Supplement of the Official Gazette[10th August 2016](6) A disclaimer under this section —(a)operates so as to terminate, with effect from immediately prior
to the dissolution of the company, the rights, interests andliabilities of the company in or in respect of the property
disclaimed; and(b)does not, except so far as is necessary to release the company
from liability, affect the rights or liabilities of any other person.

(7) A person suffering loss or damage as a result of a disclaimer under thissection —(a)shall be treated as a creditor of the company for the amount of
the loss or damage, taking into account the effect of any ordermade by the Court under subsection (8); and(b)

may apply to the Court for an order that the disclaimed property
be delivered to or vested in that person.

(8) The Court may, on an application made under subsection (7)(b), make anorder under that paragraph if it is satisfied that it is just for the disclaimed
property to be delivered to or vested in the applicant.

Sub-Part II – Voluntary Winding Up of Solvent Company
281. A company may only be voluntarily wound up under this Sub-Part if —Application of thisSub-Part(a) it has no liabilities; or(b) it is able to pay its debts as they fall dueand the value of its assets equals
or exceeds its liabilities.

282. (1) Where it is proposed to appoint a liquidator or two or more joint
liquidators under this Sub-Part, the directors of the company shallapprove a voluntary winding up plan —(a)which certifies that the company is and will continue to be able
to discharge, pay or provide for the payment of all its debts,
liabilities and obligations in full as they fall due and the valueof its assets equals or exceeds its liabilities; and(b)stating —(i)the reasons for the winding up of the company;(ii)

their estimate of the time required to wind up thecompany;

Voluntary
winding up plan[10th August 2016]

Supplement of the Official Gazette(iii)

whether or not the liquidator is to be authorised to carryon the business of the company if he determines that to
do so would be necessary or in the best interests of thecreditors or members of the company;(iv)

the name and address of each individual to be appointed
as liquidator; and(v)

whether or not, once the company‘s affairs are fully
wound up pursuant to this Sub-Part, the liquidator isrequired to send to all members a statement of account of
the winding up prepared or caused to be prepared by theliquidator in respect of the winding up, his actions andtransactions, including details of any sums paid or
received and of disposal of the company‘s property.

(2) A director making a certification of solvency in a voluntary winding up
plan under subsection 1(a) without having reasonable grounds for theopinion that the company is and will continue to be able to discharge, payor provide for its debts, liabilities and obligations in full as they fall due,commits an offence and is liable on conviction to a fine not exceeding
US$10,000.

Commencement ofvoluntary winding up
of solvent company

283. (1) Subject to subsection (2), a company may be wound up voluntarily under
this Sub-Part —(a)if the company passes —(i)a special resolution that it be wound up voluntarily; or(ii)

if so permitted by its memorandum or articles, anordinary resolution that it be wound up voluntarily; or(b)

if the period (if any) fixed by the memorandum or articles for theduration of the company expires and the company passes anordinary resolution that it be wound up voluntarily; or(c)if the event (if any) occurs on the occurrence of which thememorandum or articles provide that the company shall bedissolved and the company passes an ordinary resolution that it
be wound up voluntarily.

(2) A voluntary winding up resolution of members under subsection (1) shallnot be passed unless —(a)

it approves the voluntary winding up plan referred to in section
282(1) within 30 days of the date of such plan; and(b)

it appoints a liquidatoror two or more joint liquidators to wind up
the company‘s affairs and to realise and distribute its assets.

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Supplement of the Official Gazette[10th August 2016](3) A liquidator shall not be appointed by a resolution passed under thissection if —(a)a liquidator of the company has been appointed by the Court;(b)

an application has been made to the Court to appoint aliquidator of the company and the application has not been
dismissed; or(c)the person to be appointed liquidator has not consented to his
appointment.

(4) A resolution under this section is void and of no effect if —(a)in contravention of subsection (2), it does not appoint aliquidator; or(b)

it appoints a person as liquidator in the circumstances referred
to in subsection (3) or in contravention of section 284.

(5) Subject to the provisions of this section, a voluntary winding up under
this Sub-Part commences upon the passing of the members‘ resolution
for voluntary winding up under subsection (1).
284. (1) For the purposes of this Sub-Part, an individual is eligible to be appointed
and to act as the liquidator of a company if the individual is notdisqualified from acting as the liquidator of a company under subsection(2).
(2) The following individuals are disqualified from being appointed, or
acting, as the liquidator of a company —(a)a disqualified person under Part XVI or an individual subject toan equivalent disqualification under the laws of a country
outside Seychelles;(b)a minor;(c)an incapacitated adult;(d)an undischarged bankrupt;(e)

an individual who is, or at any time in the previous two years
has been, a director of the company;(f)an individual who acts, or at any time in the previous two years
has acted, in a senior management position in relation to thecompany and whose functions or responsibilities have included
functions or responsibilities in relation to the financial
management of the company;

Eligibility to beliquidator under
this Sub-Part[10th August 2016]

Filing with Registrar

Supplement of the Official Gazette(g)an individual who is a sole member of the company; and(h)an individual who is a close family member of an individual
specified in paragraph (e), (f) or (g).

285. (1) Within 21 days from the date of passing a resolution of members for thevoluntarily winding up of a company under this Sub-Part, the company
shall file with the Registrar, accompanied by the specified fee set out inPart II of the Second Schedule, the following —(a)a certified copy or extract of the voluntary winding up resolutionof members; and(b)a certified copy or extract of the voluntary winding up plan.

(2) The company shall cause the certified documents referred to in
subsection (1) to be —(a)certified as a true copy by the company‘s registered agent; and(b)filed with the Registrar by the company‘s registered agent.

(3) Contravention of subsection (1) shall render void and of no effect —Notice of voluntary
winding up(a)the voluntary winding up resolution of members; and(b)the appointment of the or each liquidator.

286. The liquidator of a company shall within 40 days of the commencement of thevoluntary winding up under this Sub-Part give notice in the approved form of
his appointment and of the commencement of the company‘s voluntary
winding up under this Sub-Part by publication in —(a)the Gazette or a newspaper published and in daily circulation in
Seychelles; and(b)unless the company has no principal place of business outside
Seychelles, a newspaper published and circulating in the place ofthe company‘s principal place of business outside Seychelles.

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Supplement of the Official Gazette[10th August 2016]

287. (1) Subject to subsections (2) and (3), with effect from the commencementof the voluntary winding up of a company —(a)the liquidator has custody and control of the assets of thecompany; and(b)the directors of the company remain in office but they cease tohave any powers, functions or duties other than those requiredor permitted under this Sub-Part.

Effect ofcommencement ofvoluntary windingup(2) Subsection (1)(a) does not affect the right of a secured creditor to takepossession of and realise or otherwise deal with assets of the company
over which the creditor has a security interest.
(3) Notwithstanding subsection (1)(b), the directors, after thecommencement of the voluntary winding up, may exercise such powers
as the liquidator, by written notice, may authorise them to exercise.
(4) A person who purports to exercise any powers of a director at a time
when, pursuant to subsection (1), those powers have ceased and their
exercise has not been authorised by the liquidator under subsection (3),commits an offence and is liable on conviction to a fine not exceeding
US$10,000.

288. (1) A liquidator appointed under this Sub-Part shall —(a)take possession of, protect and realise the assets of thecompany;(b)

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

pay or provide for the payment of, or to discharge, all claims,
debts, liabilities and obligations of the company; and(d)having done so, distribute any surplus assets of the company
amongst the members according to their respective entitlementsin accordance with the company‘s memorandum and articles.

(2) Where any notice or other document relating to a company is required
under this Sub-Part to be filed by a company or liquidator appointed
under this Sub-Part, the document may only be filed by the company‘sregistered agent.

Duties of liquidator
under this Sub-Part[10th August 2016]
Powers of liquidator involuntary winding up
under this Sub-Part

Supplement of the Official Gazette289. (1) Subject to subsection (2), in order to perform the duties imposed on him
under section 288, a liquidator appointed under this Sub-Part has all
powers of the company that are not reserved to the members under thisAct or in the memorandum or articles, including, but not limited to, thepower —(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;(c)to collect the debts and assets due or belonging to the company;(d)to borrow money from any person for any purpose that will
facilitate the winding-up and dissolution of the company and topledge or mortgage any property of the company as security forany such borrowing;(e)to negotiate and settle any claim, debt, liability or obligation of
the company, including to make any compromise or arrangementwith creditors or persons claiming to be creditors or having or
alleging themselves to have any claim of any nature against thecompany;(f)to bring or defend, in the name and on behalf of the company orin the name of the liquidator, any action, suit, prosecution orother legal proceedings, whether civil or criminal;(g)

to retain legal advisors, accountants and other advisors andappoint agents;(h)to carry on the business of the company, as the liquidator may
determine to be necessary or to be in the best interests of thecreditors or members of the company;(i)to execute any contract, agreement or other instrument in thename of and on behalf of the company or in the name of theliquidator;(j)

to make calls of capital;(k)

to make, in accordance with this Part, any payment or distribution
in money or in other property or partly in each; and(l)to do and execute all such other things as may be necessary forwinding up the affairs of the company and distributing its assets.

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Supplement of the Official Gazette[10th August 2016](2) Subsection (1) is subject to —(a)an order of the Court in relation to the winding up of thecompany or the liquidator‘s powers; and(b)

the rights of a secured creditor in relation to any assets of thecompany over which the creditor has a security interest.

(3) Notwithstanding subsection (1)(h), a liquidator shall not, without thepermission of the Court, carry on the business of a company involuntary
winding up for a period of more than 2 years.
(4) Where more than one liquidator is appointed, every power hereby given
may be exercised —(a)by one or more of them, as may be determined at the time of
their appointment; or(b)

in default of such determination, by any number not less thantwo.

290. (1) If a vacancy occurs in the office of liquidator under this Sub-Part, whether
because of the death, resignation or removal of the liquidator, unless atleast one liquidator remains in office, an eligible individual shall be
appointed as replacement liquidator by ordinary resolution.

Vacancy in officeof liquidator under
this Sub-Part(2) An individual appointed as liquidator under this section shall —(a)within 14 days of his appointment, file with the Registrar a
notice of appointment in the approved form; and(b)within 30 days of his appointment, advertise notice of his
appointment by publication in —(i)the Gazette or a newspaper published and in daily
circulation in Seychelles; and(ii)unless the company has no principal place of businessoutside Seychelles, a newspaper published andcirculating in the place of the company‘s principal
place of business outside Seychelles.

291. (1) A liquidator under this Sub-Part may only resign in accordance with thissection.
(2) Subject to subsection (4), the liquidator shall give not less than 14 days‘
notice of his intention to resign to each member and director of thecompany.

Resignation ofliquidator under
this Sub-Part[10th August 2016]

Supplement of the Official Gazette(3) The notice of intention to resign shall be accompanied by a summary of
the voluntary winding up accounts and a report of the liquidator‘s
conduct of the voluntary winding up.
(4) The directors and members of the company may resolve to accept lessthan 14 days‘ notice of the liquidator‘s resignation.
(5) On the expiration of the notice period specified in the notice, or such
shorter period of notice that may be accepted by the members anddirectors under subsection (4), the liquidator may send notice of his
resignation to each member and director of the company.
(6) Where a liquidator resigns, he shall file with the Registrar a notice of his
resignation and his resignation takes effect from the date of filing.
(7) Upon receipt of a notice of resignation filed by a liquidator undersubsection (6), the Registrar shall forthwith send a copy of the notice of
resignation to the registered agent of the company.

Removal of liquidator
under this Sub-Part

292. (1) A liquidator under this Sub-Part may only be removed from office by —(a)resolution of members of the company; or(b)an order of the Court in accordance with this section.

(2) The Court may, on application by a person specified in subsection (3),remove the liquidator of a company from office if —
(a)

(b)

the liquidator —(i)was not eligible to be appointed, or is not eligible to act,
as the liquidator of the company; or(ii)fails to comply with any direction or order of the Court
made in relation to the voluntary winding up of thecompany; or

the Court has reasonable grounds for believing that —(i)the liquidator‘s conduct of the voluntary winding up is
below the standard that may be expected of a reasonablycompetent liquidator;(ii)

the liquidator has an interest that conflicts with his roleas liquidator; or(iii)

for some other reason, he should be removed asliquidator.

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Supplement of the Official Gazette[10th August 2016](3) An application to the Court to remove a liquidator may be made by —(a)a director, member or creditor of the company; or(b)with the leave of the Court, any other interested party.

(4) The Court may require an applicant to give security for the costs to be
incurred by the liquidator on the application.
(5) On the hearing of an application under this section, the Court may makesuch interim or other order it considers appropriate, including theappointment of a liquidator to replace the liquidator removed by theorder.
(6) Where a liquidator is removed from office by an order of the Court or byresolution of members, the company shall file with the Registrar a copyof the order or a certified copy or extract of the resolution, as the casemay be.
(7) Upon receipt of a copy order or copy or extract resolution undersubsection (6), the Registrar shall forthwith send a copy thereof to theregistered agent of the company.

293. (1) In the case of a voluntary winding up commenced under this Sub-Partand subject to subsection (3), a company may, prior to filing with theRegistrar of a notice of completion of winding up under section 297(1),rescind the company‘s voluntary winding up by an ordinary resolution.
(2) A company shall file a certified copy or extract of the resolution referred
to in subsection (1) with the Registrar, who shall retain and register it in
the Register.
(3) A rescission of a voluntary winding up under subsection (1) only has
effect from the date that the certified copy or extract resolution referred
to in subsection (1) is registered by the Registrar.
(4) Within 40 days immediately following the date on which the resolution
referred to in subsection (1) has been filed with the Registrar, thecompany shall cause a notice, stating that the company has rescinded its
intention to be voluntarily wound up and dissolved, to be published in —(a)the Gazette or a newspaper published and in daily circulation in
Seychelles; and(b)unless the company has no principal place of business outside
Seychelles, a newspaper published and circulating in the placeof the company‘s principal place of business outside
Seychelles.

Rescission ofvoluntary
winding up

[10th August 2016]

Supplement of the Official Gazette(5) A company that contravenes subsection (4) shall be liable to a penalty feeof US$25 for each day or part thereof during which the contravention
continues.
(6) A director who knowingly permits a contravention under subsections (4)shall be liable to a penalty fee of US$25 for each day or part thereofduring which the contravention continues.

Termination ofvoluntary winding
up by the Court

294. (1) The Court may, at any time after the appointment of a liquidator under
this Sub-Part, make an order terminating the voluntary winding up if it issatisfied that it would be just and equitable to do so.
(2) An application under subsection (1) may be made by the liquidator or bya director, member or creditor of the company.
(3) Before making an order under subsection (2), the Court may require theliquidator to file a report with respect to any matters relevant to theapplication.
(4) An order under subsection (1) may be made subject to such terms andconditions as the Court considers appropriate and, on making the order
or at any time thereafter, the Court may give such supplemental directions
or make such other order as it considers fit in connection with thetermination of the voluntary winding up.
(5) Where the Court makes an order under subsection (1), the company
ceases to be in voluntarywinding up and the liquidator ceases to holdoffice with effect from the date of the order or such later date as may be
specified in the order.
(6) Where the Court makes an order under subsection (1), the applicant shallfile a copy of the order with the Registrar.
(7) Upon receipt of a copy order under subsection (6), the Registrar shallforthwith send a copy of the order to the registered agent of the company.

Power to apply to
Court for directions

295. A liquidator or a director, member or creditor of a company which is being or
which is to be voluntarily wound up under this Sub-Part may apply to the
Court for directions concerning any aspect of the winding up; and upon suchan application the Court may make such order as it thinks fit.

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Supplement of the Official Gazette[10th August 2016]296. (1) On the expiration of one year beginning on the date of commencementof a voluntary winding up, and on the expiration of each succeeding year,
the liquidator shall, if the winding up is not complete, either —(a)circulate in writing to all members; or(b)summon a general meeting of the members of the company, atwhich the liquidator shall lay before the meeting,Interim accountof conduct ofwinding up

an account of his acts and dealings and of the conduct of the winding up
during the preceding year.
(2) The liquidator may summon a general meeting of the company at anyother time.

297. (1) Upon completion of a voluntary winding up under this Sub-Part, thecompany shall file with the Registrar, accompanied by the applicable fee
set out in Part 2 of the Second Schedule, a notice by the company‘sliquidator in the approved form that the voluntary winding up of thecompany under this Sub-Part has been completed.

Dissolution(2) The company shall cause the liquidator‘s notice referred to in subsection(1) to be filed with the Registrar by the company‘s registered agent.
(3) Upon receiving a liquidator‘s notice filed under subsection (1), theRegistrar shall —(a)strike the name of the company off the Register; and(b)issue a certificate of dissolution in the approved form certifyingthat the company has been dissolved.

(4) Where the Registrar issues a certificate of dissolution under subsection(3), the dissolution of the company is effective from the date of the issueof the certificate.
(5) Immediately following the issue by the Registrar of a certificate ofdissolution under subsection (3), the Registrar shall cause to be publishedin the Gazette, a notice that the company has been struck off the Registerand dissolved.

Sub-Part III – Voluntary Winding Up of Insolvent Company
298. Subject to the provisions of this Sub-Part, a company may be voluntarily
wound up under this Sub-Part if it is insolvent.

Application of thisSub-Part

[10th August 2016]
Meaning of „insolvent“

Supplement of the Official Gazette299. For the purposes of this Sub-Part and Sub-Part IV (Compulsory Winding Up
by Court), a company is insolvent if —(a) the value of its liabilities exceeds, or will exceed, its assets; or(b) it is, or will be, unable to pay its debts as they fall due.

Where company foundto be insolvent

300. (1) If at any time the liquidator of a company in voluntary liquidation under
Sub-Part II (Voluntary Winding Up of Solvent Company) is of the opinion
that the company is insolvent, he shall forthwith —(a)cease carrying out the voluntary winding up under Sub-Part II;
and

(b)

provide a written notice thereof to each member and known
creditor of the company.

(2) A liquidator who contravenes subsection (1) commits an offence and isliable on conviction to a fine not exceeding US$10,000.

Commencementof voluntary winding up
of insolvent company

301. (1) Subject to subsection (2), a company may be wound up voluntarily under
this Sub-Part if the company passes a special resolution that it be wound
up voluntarily.
(2) A voluntary winding up resolution under subsection (1) shall not bepassed unless —
(a)

(b)

the resolution —(i)appoints a liquidator or two or more joint liquidators towind up the company‘s affairs and to realise anddistribute its assets;(ii)

specifies that the company is insolvent for the purposesof this Sub-Part and that the company‘s directors haveprovided the company‘s members with a declaration of
insolvency under paragraph (b); and(iii)

specifies that the proposed voluntary winding up is under
this Sub-Part; andthe company‘s directors have provided the company‘s memberswith a declaration of insolvency —(i)stating that the company is insolvent; and(ii)

stating the company‘s assets and liabilities as at the latest
practical date before the making of the statement.

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Supplement of the Official Gazette[10th August 2016](3) A liquidator shall not be appointed by a resolution passed under thissection if —(a)a liquidator of the company has been appointed by the Court;(b)

an application has been made to the Court to appoint aliquidator of the company and the application has not been
dismissed; or(c)the person to be appointed liquidator has not consented to his
appointment.

(4) A resolution under this section is void and of no effect if —(a)in contravention of subsection (2), it does not appoint aliquidator; or(b)

it appoints a person as liquidator in the circumstances referred
to in subsection (3) or in contravention of section 284(Eligibility to be liquidator).

(5) Subject to the provisions of this section, a voluntary winding up under
this Sub-Part commences upon the passing of the special resolution forvoluntary winding up under subsection (1).

302. The following sections from Sub-Part II shall apply mutatis mutandis inrelation to a liquidator appointed under this Sub-Part —(a)section 284 (Eligibility to be liquidator);(b)

section 287 (Effect of commencement of voluntary winding up);(c)

section 288 (Duties of liquidator);(d)

section 289 (Powers of liquidator);(e)

section 290 (Vacancy in office of liquidator);(f)

section 291 (Resignation of liquidator);(g)

section 292 (Removal of liquidator), except that the words„resolution of members“ in section 292(1)(a) shall be treated ashaving been omitted and replaced with the words „resolution of
creditors“;(h)section 293 (Rescission of voluntary winding up),except thatthe words „ordinary“ in section 293(1)(a) shall be treated ashaving been omitted and replaced with the words „resolution of
creditors“;

Application ofcertain provisionsof Sub-Part II tothis Sub-Part[10th August 2016]

Filing with Registrar

Supplement of the Official Gazette(i)

section 294 (Termination of voluntary winding up by the Court);
and

(j)

section 295 (Power to apply to Court for directions).

197

303. (1) Within 21 days from the date of passing a special resolution for thevoluntary winding up of a company under this Sub-Part, the company
shall file with the Registrar a certified copy or extract of the voluntary
winding up resolution, accompanied by the specified fee set out in Part IIof the Second Schedule.
(2) The company shall cause the certified copy or extract of the voluntary
winding up resolution referred to in subsection (1) to be —(a)certified as a true copy by the company‘s registered agent; and(b)filed with the Registrar by the company‘s registered agent.

(3) Contravention of subsection (1) shall render void and of no effect —Filing with Registrar(a)the voluntary winding up special resolution; and(b)the appointment of the or each liquidator.

304. The liquidator of a company shall within 40 days of the commencement of thevoluntary winding up under this Sub-Part give notice in the approved form of
his appointment and of the commencement of the company‘s voluntary
winding up under this Sub-Part by publication in —(a) the Gazette or a newspaper published and in daily circulation in
Seychelles; and(b) unless the company has no principal place of business outside Seychelles,
a newspaper published and circulating in the place of the company‘s
principal place of business outside Seychelles.

Liquidator to call firstmeeting of creditors

305. (1) The liquidator of a company shall, as soon as practicably possible after
his appointment under this Sub-Part, call a meeting of the creditors of thecompany (referred to in this section as „the first creditors‘ meeting“) by,
not less than 14 days before the date upon which the meeting is to be held,—(a)sending a notice of the meeting to every creditor; and(b)advertising the meeting in —(i)the Gazette or a newspaper published and in daily circulation in
Seychelles; and198

Supplement of the Official Gazette(ii)[10th August 2016]

unless the company has no principal place of businessoutside Seychelles, a newspaper published andcirculating in the place of the company‘s principal
place of business outside Seychelles.

(2) Before the date of the first creditors‘ meeting, the liquidator shall, at therequest of a creditor, furnish that creditor with —(a)a list of the creditors of the company known to the liquidator;
and

(b)

such other information concerning the affairs of the company
as the creditor may reasonably require and that the liquidator isreasonably able to provide.

(3) The liquidator shall attend the first creditors meeting and, if appointed by
the members, shall report to the meeting on any exercise by him of his
powers since his appointment.
(4) At the first creditors‘ meeting, the creditors may —(a)in the case of a liquidator appointed by the members, appoint
another liquidator in his place; or(b)appoint a creditors‘ committee.

(5) Contravention of subsections (1), (2) or (3) shall constitute an offence
and the liquidator is liable on conviction to a fine not exceeding
US$10,000.

306. (1) In a winding up under this Sub-Part, when the liquidator has realised thecompany‘s assets he shall subject to this section —(a)arrange a creditors‘ meeting for the purpose of examining andverifying the financial statements and creditors‘ claims andpreferences; and(b)

fix a date for the distribution of the company‘s assets.

(2) In relation to a creditors meeting under subsection (1)(a), the liquidator
of a company shall not less than 14 days before the date upon which themeeting is to be held —(a)send a notice of the meeting to every creditor; and(b)give notice of the meeting by advertising it in —(i)the Gazette or a newspaper published and in daily
circulation in Seychelles; andExamination ofliquidator‘saccounts bycreditors

[10th August 2016]

Supplement of the Official Gazette(ii)

unless the company has no principal place of businessoutside Seychelles, a newspaper published andcirculating in the place of the company‘s principal placeof business outside Seychelles.

(3) In relation to a proposed distribution under subsection (1)(b), theliquidator of a company shall not less than 14 days before the date uponwhich the distribution is to be made —(a)send a notice of the distribution to every creditor; and(b)give notice of the distribution by advertising it in —(i)the Gazette or a newspaper published and in daily
circulation in Seychelles; and(ii)unless the company has no principal place of businessoutside Seychelles, a newspaper published andcirculating in the place of the company‘s principal placeof business outside Seychelles.

(4) A member of the company shall have the right to attend the meetingreferred to in subsection (1)(a).
(5) Subject to subsections (2) (3), (6) and (7), after holding the meetingreferred to in subsection (1)(a), the liquidator shall distribute such part ofthe company‘s assets as he thinks fit in relation to any claim.
(6) Subsection (5) is without prejudice to the right of a liquidator, director,
member or creditor of a company to apply to the Court for directions
concerning any aspect of the winding up, including in relation to acreditor‘s claim.
(7) If there is a pending application before the Court in relation to any aspectof the winding up, including in relation to a creditor‘s claim, theliquidator shall not pay or discharge any liabilities and obligations of thecompany —Statement of accountof the winding upprior to dissolution(a)until determination of the application by the Court; or(b)before then, with the written consent of all creditors or with theleave of the Court.

307. (1) As soon as the company‘s affairs are fully wound up under this Sub-Part,
the liquidator shall prepare or cause to be prepared a written statement ofaccount of the winding up and the actions and transactions of theliquidator, including details of any sums paid or received and of disposalof the company‘s property.
(2) The liquidator shall provide a copy of his statement of account referred
to in subsection (1) to the members of the company.

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Supplement of the Official Gazette[10th August 2016]308. (1) Upon completion of a voluntary winding up under this Sub-Part andcompliance by the company‘s liquidator with section 307, the company
shall file with the Registrar, accompanied by the specified fee set out inPart II of the Second Schedule, a notice by the company‘s liquidator in
the approved form that section 307 has been complied with and that thevoluntary winding up of the company under this Sub-Part has completed.

Dissolution(2) The company shall cause the liquidator‘s notice referred to in subsection(1) to be filed with the Registrar by the company‘s registered agent.
(3) Upon receiving a liquidator‘s notice under subsection (1), the Registrar
shall —(a)strike the company off the Register; and(b)issue a certificate of dissolution in the approved form certifyingthat the company has been dissolved.

(4) Where the Registrar issues a certificate of dissolution under subsection(3), the dissolution of the company is effective from the date of the issueof the certificate.
(5) Immediately following the issue by the Registrar of a certificate ofdissolution under subsection (3), the Registrar shall cause to be publishedin the Gazette, a notice that the company has been struck off the Registerand dissolved.

Sub-Part IV – Compulsory Winding Up by Court
309. (1) If any of the circumstances specified in section 310 apply to a company,
an application may be made to the Court, by the company, by any
director, member, creditor or liquidator thereof or by any other interested
party, for the compulsory winding up of the company.

Application forcompulsory
winding up(2) An order made by the Court on an application under subsection (1)operates for the benefit of all the company‘s creditors in the same way as
if the application had been presented by them.

310. A company may be wound up by the Court if —(a) the company has by special resolution resolved that the company bewound up by the Court;(b) the company does not commence business within one year beginning on
the date of its incorporation;(c) the company suspends business for a whole year;(d) the company has no members (other than the company itself where it
holds its own shares as treasury shares);

Circumstances inwhich Court may
wind company up

[10th August 2016]

Supplement of the Official Gazette(e) the company is insolvent within the meaning given in section 299;(f) the company has failed to comply with a direction of the Registrar under
section 31 to change its name; or(g) the Court is of the opinion that it is just and equitable that the company
should be wound up.

Authority may beheard on winding
up application

311. (1) An application for an order for the compulsory winding up of a company
referred to in subsection (2) shall not be heard unless a copy of theapplication is served on the Authority not less than 7 days (or such otherperiod as the Court may, in its absolute discretion, direct) before the dayof the hearing of the application.
(2) The companies mentioned in subsection (1) are —(a)a company operating as a mutual fund under the Mutual Fundand Hedge Fund Act;(b)a protected cell company; and(c)companies of any other class or description prescribed by the
Authority for the purposes of this section.

(3) At the hearing of the application the Authority may make representations
to the Court which the Court shall take into account in deciding whether
or not, and in what manner, to exercise its powers under this Part.

Ground on which
Registrar, Authority or
Minister may makewinding up application

312. (1) A company may be wound up by the Court if the Court is of the opinion
that it is desirable that the company should be wound up for the protectionof the public or of the reputation of Seychelles.
(2) An application under subsection (1) for the compulsory winding up of acompany may be made to the Court only by the Registrar, the Authority
or the Minister.
(3) An order made by the Court on an application under subsection (1)operates for the benefit of all the company‘s creditors in the same way as
if the application had been presented by them.
(4) This section is in addition to and not in derogation from the otherprovisions of this Part and any other provision of law relating to winding
up.

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313. On the making of an application for the compulsory winding up of a company
or at any time thereafter, any creditor of the company may apply to the Court
for an order —Power to restrain
proceedings andappoint provisionalliquidator(a) restraining, on such terms and conditions as the Court thinks fit, any
action or proceeding pending against the company;(b) appointing a provisional liquidator to ascertain the company‘s assets andliabilities, manage its affairs and do all acts authorised by the Court.

314. On hearing an application for the compulsory winding up of a company, theCourt may grant the application on such terms and conditions as it thinks fit,dismiss the application, or make such other order as it thinks fit.

Powers of Court on
hearing application

315. (1) When making a compulsory winding up order, the Court shall appointsuch liquidator as it thinks fit, who may be a liquidator nominated by theapplicant.
(2) The Court may, whether before or after appointing a person to the officeof liquidator, order that monies received by him be paid into an accountspecified by the Court.
(3) Subject to the terms of the liquidator‘s appointment, a liquidator
appointed by the Court shall —(a)take possession of, protect and realise the assets of thecompany;(b)

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

pay or provide for the payment of, or to discharge, all claims,
debts, liabilities and obligations of the company; and(d)having done so, distribute any surplus assets of the company
amongst the members according to their respective entitlementsin accordance with the company‘s memorandum and articles.

(4) Where any notice or other document is required under this Sub-Part to be
filed by a liquidator, if the liquidator is not resident in Seychelles, thedocument may only be filed by —(a)a person licensed to provide international corporate services
under the International Corporate Service Providers Act (Cap275); or(b)a legal practitioner in Seychelles,

acting on behalf of the liquidator.

Appointment ofliquidator incompulsory
winding up

[10th August 2016]

Supplement of the Official Gazette

Filing with Registrar

316. The fees of a liquidator appointed by the Court shall be fixed by the Court.

Liquidator‘s
remuneration

317. (1) Within 21 days after the day on which a compulsory winding up order ismade by the Court under this Sub-Part, the company shall file with theRegistrar a copy of the compulsory winding up order accompanied by the
specified fee set out in Part II of the Second Schedule.
(2) The company shall cause the copy compulsory winding up order referred
to in subsection (1) to be filed with the Registrar by the company‘sregistered agent.

Notice of compulsory
winding up

318. The liquidator of a company that is being compulsorily wound up shall, within
40 days of the compulsory winding up order, give notice of his appointment
as liquidator and of the company‘s compulsory winding up by publication in—(a) the Gazette or a newspaper published and in daily circulation in
Seychelles; and(b) unless the company has no principal place of business outside Seychelles,
a newspaper published and circulating in the place of the company‘s
principal place of business outside Seychelles.

Liquidator to call firstmeeting of creditors

319. (1) The liquidator of a company shall, as soon as practicably possible after
his appointment under this Sub-Part, call a meeting of the creditors of thecompany (referred to in this section as „the first creditors‘ meeting“) by,
not less than 14 days before the date upon which the meeting is to be held,—(a)sending a notice of the meeting to every creditor; and(b)advertising the meeting in —(i)the Gazette or a newspaper published and in daily
circulation in Seychelles; and(ii)unless the company has no principal place of businessoutside Seychelles, a newspaper published andcirculating in the place of the company‘s principal placeof business outside Seychelles.

(2) Before the date of the first creditors‘ meeting, the liquidator shall, at therequest of a creditor, furnish that creditor with —(a)a list of the creditors of the company known to the liquidator; and

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such other information concerning the affairs of the company
as the creditor may reasonably require and that the liquidator isreasonably able to provide.

(3) The liquidator shall attend the first creditors meeting and, if appointed by
the members, shall report to the meeting on any exercise by him of his
powers since his appointment.
(4) At the first creditors‘ meeting, the creditors may —(a)in the case of a liquidator appointed by the members, appoint
another liquidator in his place; or(b)appoint a creditors‘ committee.

(5) Contravention of subsections (1), (2) or (3) shall constitute an offence
and the liquidator is liable on conviction to a fine not exceeding
US$10,000.

320. (1) Subject to subsection (2), with effect from the appointment of a liquidator
in a compulsory winding up of a company —(a)the liquidator has custody and control of the assets of thecompany; and(b)the directors of the company remain in office but they cease tohave any powers, functions or duties, except to the extent thatthe liquidator or the Court authorises their continuance.

(2) Subsection (1)(a) does not affect the right of a secured creditor to takepossession of and realise or otherwise deal with assets of the company
over which the creditor has a security interest.
(3) A person who purports to exercise any powers of a director at a time
when, pursuant to subsection (1), those powers have ceased and their
exercise has not been authorised by the liquidator or the Court, commits
an offence and is liable on conviction to a fine not exceeding US$10,000.
(4) On the making of a compulsory winding up order, the company shallcease to carry on business except in so far as may be expedient for the
beneficial winding up of the company.
(5) Subject to subsection (4), the company‘s corporate state and powers shall,
notwithstanding anything to the contrary in its memorandum and articles,
continue until dissolution.
(6) A company which contravenes subsection (4) commits an offence and isliable on conviction to a fine not exceeding US$10,000.

Consequences of
appointment ofliquidator andcompulsory
winding up order[10th August 2016]
Powers of a liquidator
appointed by the Court

Supplement of the Official Gazette321. (1) Subject to subsection (2), a liquidator appointed by the Court shall havethe following powers —(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;(c)to collect the debts and assets due or belonging to the company;(d)to borrow money from any person for any purpose that will
facilitate the winding-up and dissolution of the company and topledge or mortgage any property of the company as security forany such borrowing;(e)to negotiate and settle any claim, debt, liability or obligation of
the company, including to make any compromise or arrangementwith creditors or persons claiming to be creditors or having or
alleging themselves to have any claim of any nature against thecompany;(f)to bring or defend, in the name and on behalf of the company orin the name of the liquidator, any action, suit, prosecution orother legal proceedings, whether civil or criminal;(g)

to retain legal advisors, accountants and other advisors andappoint agents;(h)to carry on the business of the company, as the liquidator may
determine to be necessary or to be in the best interests of thecreditors or members of the company;(i)to execute any contract, agreement or other instrument in thename of and on behalf of the company or in the name of theliquidator;(j)

to make calls of capital;(k)

to pay any creditors in accordance with the provisions of this
Part;

(l)

to do and execute all such other things as may be necessary forwinding up the affairs of the company and distributing its assets;
and

(m)

to do any other act authorised by the Court.

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Supplement of the Official Gazette[10th August 2016](2) Subsection (1) is subject to —(a)an order of the Court in relation to the liquidator‘s powers,
including an order requiring the liquidator to obtain the Court‘ssanction prior to the exercise of any specified power; and(b)

the rights of any secured creditor in relation to any assets of thecompany over which the creditor has a security interest.

322. (1) In a compulsory winding up —(a)a liquidator may resign from office or may be removed fromoffice by the Court; and(b)where a vacancy occurs in the office of liquidator by reason of
resignation, removal or death, the Court may fill the vacancy.

Resignation,
removal or deathof liquidator(2) Where the Court makes an order under subsection (1), the applicant shallfile a copy of the order with the Registrar.
(3) Upon receipt of a copy order under subsection (2), the Registrar shallforthwith send a copy of the order to the registered agent of the company.

323. (1) In a compulsory winding up, when the liquidator has realised thecompany‘s assets he shall subject to this section —(a)arrange a creditors‘ meeting for the purpose of examining andverifying the financial statements and creditors‘ claims andpreferences; and(b)

fix a date for the distribution of the company‘s assets.

(2) In relation to a creditors meeting under subsection (1)(a), the liquidator
of a company shall not less than 14 days before the date upon which themeeting is to be held —(a)send a notice of the meeting to every creditor; and(b)give notice of the meeting by advertising it in —(i)the Gazette or a newspaper published and in daily
circulation in Seychelles; and(ii)unless the company has no principal place of businessoutside Seychelles, a newspaper published andcirculating in the place of the company‘s principal
place of business outside Seychelles.

Examination ofliquidator‘saccounts bycreditors

[10th August 2016]

Supplement of the Official Gazette(3) In relation to a proposed distribution under subsection (1)(b), theliquidator of a company shall not less than 14 days before the date uponwhich the distribution is to be made —(a)send a notice of the distribution to every creditor; and(b)give notice of the distribution by advertising it in —(i)the Gazette or a newspaper published and in daily
circulation in Seychelles; and(ii)unless the company has no principal place of businessoutside Seychelles, a newspaper published andcirculating in the place of the company‘s principal placeof business outside Seychelles.

(4) A member of the company shall have the right to attend the meetingreferred to in subsection (1)(a).
(5) Subject to subsections (2) (3), (6) and (7), after holding the meetingreferred to in subsection (1)(a), the liquidator shall distribute such part ofthe company‘s assets as he thinks fit in relation to any claim.
(6) Subsection (5) is without prejudice to the right of a liquidator or adirector, member or creditor of a company to apply to the Court for
directions concerning any aspect of the winding up, including in relation
to a creditor‘s claim.
(7) If there is a pending application before the Court in relation to any aspectof the winding up, including in relation to a creditor‘s claim, theliquidator shall not pay or discharge any liabilities and obligations of thecompany —Power to apply to
Court for directions

Statement of accountof the compulsory
winding up prior todissolution(a)until determination of the application by the Court; or(b)before then, with the written consent of all creditors or with theleave of the Court.

324. A liquidator or a director, member or creditor of a company which is being or
which is to be compulsorily wound up may apply to the Court for directions
concerning any aspect of the winding up; and upon such an application the
Court may make such order as it thinks fit.

325. (1) As soon as the company‘s affairs are fully wound up, the liquidator shallprepare or cause to be prepared a written statement of account of thewinding up, giving details of the conduct of the liquidation and theactions and transactions of the liquidator, including the disposal of thecompany‘s property.

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Supplement of the Official Gazette[10th August 2016](2) The liquidator shall provide a copy of his statement of account referred
to in subsection (1) to —(a)the Court; and(b)the members of the company.

(3) The copy of the statement of account provided to the Court undersubsection (2) shall not be open to public inspection.
326. (1) Upon completion of a winding up under this Sub-Part and compliance by
the company‘s liquidator with section 325, the company shall file with
the Registrar, accompanied by the specified fee set out in Part II of theSecond Schedule, a notice by the company‘s liquidator in the approved
form that section 325 has been complied with and that the compulsory
winding up of the company has completed.

Dissolution(2) The company shall cause the liquidator‘s notice referred to in subsection(1) to be filed with the Registrar by the company‘s registered agent.
(3) Upon receiving a liquidator‘s notice under subsection (1), the Registrar
shall —(a)strike the company off the Register; and(b)issue a certificate of dissolution in the approved form certifyingthat the company has been dissolved.

(4) Where the Registrar issues a certificate of dissolution under subsection(3), the dissolution of the company is effective from the date of the issueof the certificate.
(5) Immediately following the issue by the Registrar of a certificate ofdissolution under subsection (3), the Registrar shall cause to be publishedin the Gazette, a notice that the company has been struck off the Registerand dissolved.

Sub-Part V – Provisions of General Application in Winding Up
327. For the purposes of this Sub-Part —(a) „charge“ means as defined in section 176;(b) „privilege“ means a privilege pursuant to articles 2102 or 2103 of the
Civil Code of Seychelles Act;(c) a „secured creditor“ is a creditor of a company who —(i)

has a charge over any of the company‘s assets; orInterpretation

[10th August 2016]

Supplement of the Official Gazette(ii)

is entitled to a privilege over any of the company‘s assets;(d) „secured assets“, with respect to a chargeor privilege, means assets overwhich the charge or privilege exists.

Liquidator to callmeetings of creditors

328. (1) The liquidator shall call a meeting of the creditors of a company inliquidation if —(a)a meeting is requisitioned by the creditors of the company inaccordance with subsection (2); or(b)

he is directed to do so by the Court.

(2) A creditors‘ meeting may be requisitioned in writing by not less thanten per cent in value of the creditors of the company.

Distribution ofcompany assets

329. (1) Subject to the provisions of —(a)this Act, including, without limitation, sections 330, 331 and
332;

(b)

any agreement between the company and any creditor thereof as
to the subordination of the debts due to that creditor to the debts
due to the company‘s other creditors; and(c)any agreement between the company and any creditor thereof as
to set-off,the company‘s assets in a winding up shall be realised and shall beapplied in satisfaction of the company‘s debts and liabilities on
aparipassu basis.
(2) Any surplus assets of the company shall thereafter be distributed (unlessthe memorandum or articles provide otherwise) among the members
according to their respective rights and interests in the company.

Expenses ofwinding up

330. All costs, charges and expenses properly incurred in the winding up of acompany, including the remuneration of the liquidator, are payable from thecompany‘s assets in priority to all other claims.

Secured creditors

331. (1) A secured creditor has a security interest in secured assets.
(2) Subject to subsections (3) and (4), where a company is being wound up
or becomes insolvent, the amount due to a secured creditor is payablefrom the secured assets or the proceeds of sale thereof, in priority to allother claims.

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Supplement of the Official Gazette[10th August 2016](3) Priority among secured creditors with security over the same secured
assets shall be determined in accordance with sections 184, 185 and 186.
(4) Once the secured assets, over which a secured creditor has a security
interest, has been exhausted but the liabilities owed by the company tothe secured creditor have not been paid and discharged in full, the secured
creditor becomes an unsecured creditor and ranks paripassu with otherunsecured creditors.
(5) In the winding up of a company, any privilege under articles 2101 of the
Civil Code of Seychelles Act shall be deemed to be void, and a creditor
claiming such rights shall be deemed to be an unsecured creditor.
332. (1) In this section „relevant date“ means —(a)with respect to a company ordered to be wound up
compulsorily which has not previously commenced to bewound up voluntarily, the date of the winding up order; and(b)in any other case, the date of the commencement of the windingup.

(2) Subject to sections 330 and 331 and subsection (3), in a winding up of acompany there shall be paid in priority to all other debts —(a)

all tax, fees or penalties (if any) payable by the company to theRegistrar or Authority under this Act, and having become dueand payable within twelve months next before the relevant date;
and

(b)

all wages, salary and other emoluments of any employee of thecompany, not exceeding US$6,000 in aggregate per employee,in respect of services rendered to the company during threemonths before the relevant date, provided that an employee
owed an amount exceeding US$6,000 may claim the excess
amount as a non-priority debt together with any other nonpriority unsecured creditors of the company.

(3) The debts referred to in subsection (2) shall —(a)rank equally among themselves and be paid in full unless theassets are insufficient to meet them in which case they shallabate in equal proportions; and(b)so far as the assets of the company available for payment ofgeneral creditors are insufficient to meet them, have priority
over the claims of holders of debentures under any floating
charge created by the company, and be paid accordingly out ofany property comprised in or subject to that charge.

Preferential payment

[10th August 2016]

Supplement of the Official Gazette(4) Subject to the retention of such sums as may be necessary for the costs
and expenses of the winding up, the debts referred to in subsection (1)shall be discharged forthwith so far as the assets are sufficient to meetthem.
(5) Where any payment on account of salary or other emoluments has been
made to any employee of a company out of money advanced by someperson for that purpose, that person shall, in a winding up, have a right ofpriority in respect of the money so advanced and paid up to the amountby which the sum in respect of which that employee would have been
entitled to priority in the winding up has been diminished by reason of
the payment having been made.

No share transfers
after commencementof winding up

333. Any transfer of a company‘s shares made after the commencement of awinding up, other than a transfer made to or with the sanction of the liquidator,
is void.

Company to be
notified of winding
up application

334. The Court shall not hear an application for the winding up of a company under
this Act unless satisfied that the company has been notified of the date, timeand place of the hearing of the application.

Hearing in camera

335. An application to the Court under this Part and any subsequent proceedings,
including applications for directions, shall be heard in camera unless the Court
orders otherwise.

Company not toundertake businessonce dissolved

336. (1) Immediately upon the dissolution of a company (whether by means of avoluntary winding up, a compulsory winding up or otherwise), thecompany —(a)ceases to exist as a legal entity incorporated or continued under
this Act; and(b)shall not undertake business or contract debts or obligations.

(2) Any member of a company who causes or permits the company tocontravene subsection (2)(b) is personally liable in respect of any debt or
obligation undertaken.

Remedy against
delinquent officers

337. (1) Where in the course of the winding up of a company it appears that any
person described in subsection (2) —(a)

has appropriated or otherwise misapplied any of the company‘sassets;(b)

has become personally liable for any of the company‘s debts or
liabilities; or

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Supplement of the Official Gazette(c)[10th August 2016]has otherwise been guilty of any misfeasance or breach offiduciary duty in relation to the company,

the liquidator or any creditor or member of the company may apply to
the Court for an order under this section.
(2) The persons mentioned in subsection (1) are —(a)any past or present officer of the company;(b)

any other person who, directly or indirectly, is or has been in
any way concerned in or has participated in the promotion,formation or management of the company.

(3) On an application under subsection (1), the Court may examine theconduct of the person concerned and may order him —(a)to repay, restore or account for such money or such property;(b)

to contribute such sum to the company‘s assets;(c)to pay interest upon such amount, at such rate and from suchdate,as the Court thinks fit in respect of the default, whether by way of
indemnity or compensation or otherwise.

338. (1) A creditor, member or the liquidator of a company may apply to the Court
for an order under this section if the company has given a preference toany person at any time after the commencement of a period of 6 months
immediately preceding the relevant date.
(2) For the purposes of this section —
(a)

(b)

a company gives a preference to a person if —(i)that person is one of the company‘s creditors or is asurety or guarantor for any of the company‘s debts orother liabilities; and(ii)

the company does anything, or permits anything to bedone, which improves that person‘s position in thecompany‘s liquidation;

the relevant date is the earlier of —(i)the date of any application to the Court for thecompulsory winding up of the company; orImproper preferencesin or prior to windingup[10th August 2016]

Supplement of the Official Gazette(ii)

the date of the passing by the company of any resolutionof members for the voluntary winding up of thecompany.

(3) If on an application under subsection (1) the Court is of opinion that —(a)the company was at the time of giving the preference, or became
as a result of giving the preference, insolvent within the meaningof section 299; and(b)the company was influenced in deciding to give a preference bya desire to produce the effect mentioned in subsection (2)(a)(ii),the Court may make such order as it thinks fit for restoring the position
to what it would have been if the company had not given the preference.
(4) Without prejudice to the generality of subsection (3), but subject tosubsection (5), an order under this section may —(a)require any property transferred in connection with the giving of
the preference to be vested in the company;(b)require any property to be so vested if it represents in any
person‘s hands the application of either the proceeds of sale ofproperty so transferred or money so transferred;(c)release or discharge (in whole or in part) any security given by
the company;(d)require any person to pay, in respect of benefits received by himfrom the company, such sums to the liquidator as the Court may
direct;(e)

provide for any surety or guarantor whose obligations to any
person were released, reduced or discharged by the giving of thepreference to be under such new or revived obligations to that
person as the Court thinks fit;(f)provide for security to be provided for the discharge of any
obligation imposed by or arising under the order;(g)

provide for the extent to which any person whose property isvested by the order in the company, or on whom obligations are
imposed by the order, is to be able to claim in the liquidation for
debts or other liabilities which arose from, or were released,
reduced or discharged by, the giving of the preference.

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Supplement of the Official Gazette[10th August 2016](5) An order under this section may affect the property of or impose
obligations on any person, whether or not he is the person to whom thepreference was given, but shall not —(a)prejudice any interest in property acquired from a person otherthan the company in good faith, for value and without notice ofthe existence of circumstances enabling an order under thissection to be applied for;(b)prejudice an interest deriving from such an interest; or(c)require a person to pay a sum to the liquidator in respect of abenefit received by that person at a time when he was not acreditor of the company, and received by him in good faith, forvalue and without notice of the existence of circumstances
enabling an order under this section to be applied for.

(6) In the application of this section to any case where the person given apreference is connected with the company —(a)the reference in subsection (1) to 6 months is to be read as areference to 2 years; and(b)the company is presumed, unless the contrary is shown, to havebeen influenced in deciding to give the preference by such
desire as is mentioned in subsection (3)(b).

(7) For the purposes of subsection (6) a person is „connected“ with thecompany at any time if the company knew or ought to have known at thattime that —(a)that person had any significant direct or indirect proprietary,financial or other interest in or connection with the company(other than as a creditor, surety or guarantee), or(b)another person had any such interest in or connection with boththat person and the company.

(8) The fact that something is done or permitted pursuant to a Court orderdoes not, without more, prevent it from being a preference.
(9) This section is without prejudice to any other remedy.

[10th August 2016]

Supplement of the Official Gazette
PART XVIII – FRAUDULENT AND WRONGFUL TRADING

Offence offraudulent trading

339. If any business of a company is carried on with intent to defraud creditors(whether of the company or of any other person), or for any fraudulent
purpose, every person who is knowingly a party to the carrying on of thebusiness in that manner commits an offence and is liable on conviction to afine not exceeding US$100,000 or to imprisonment for a term not exceeding
5 years or to both.

Civil liability for
fraudulent trading

340. (1) If in the course of —(a)the winding up of a company; or(b)

the winding up of the business of or attributable to the cell of aprotected cell company in accordance with a receivership order
or administration order,

it appears that any business of the company or cell (as the case may be)
has been carried on with intent to defraud creditors (whether of thecompany, of the cell or of any other person), or for any fraudulent
purpose, subsection (2) has effect.
(2) The Court, on the application of —(a)the liquidator, administrator, or any creditor or member of thecompany; or(b)the administrator, receiver, or any creditor or member of the cellof the protected cell company,

may declare that any persons who were knowingly parties to the carrying
on of the business in the manner mentioned above shall be liable to makesuch contributions to the company‘s or cell‘s (as the case may be) assets
as the Court thinks proper.

Civil liability of
directors for wrongfultrading

341. (1) Subject to subsection (3), if in the course of the winding up of a company
it appears that subsection (2) applies to a person, the Court, on theapplication of the liquidator or any creditor or member of the company,
may declare that that person shall be liable to make such contribution to
the company‘s assets as the Court thinks proper.
(2) This subsection applies in relation to a person if —(a)the company has gone into insolvent liquidation;

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Supplement of the Official Gazette[10th August 2016](b)

at some time before the commencement of the winding up of
the company, that person knew or ought to have concluded that
there was no reasonable prospect of the company avoiding
going into insolvent liquidation; and(c)that person was a director of the company at that time.

(3) The Court shall not make a declaration under this section in respect ofany person if it is satisfied that, after the condition specified in subsection(2)(b) was first fulfilled in relation to him, he took every step with a view
to minimising the potential loss to the company‘s creditors that he ought
to have taken.
(4) For the purposes of subsections (2) and (3), the facts which a director of
a company ought to know, the conclusions which he ought to reach andthe steps which he ought to take are those which would be known,reached or taken by a director complying with section 144.
(5) For the purposes of this section a company goes into insolvent liquidation
if it goes into liquidation at a time when its assets are insufficient for thepayment of its debts and other liabilities and the expenses of the windingup.
(6) This section is without prejudice to section 340.
342. (1) Subject to subsection (3), if in the course of the winding up of thebusiness of or attributable to a cell of a protected cell company inaccordance with a receivership order or administration order, it appears
that subsection (2) applies to a person, the Court, on the application of
the administrator, receiver, or any creditor or member of the cell, may
declare that that person shall be liable to make such contribution to thecell‘s assets as the Court thinks proper.
(2) This subsection applies in relation to a person if —(a)the cell has gone into insolvent liquidation;(b)

at some time before the commencement of the winding up, that
person knew or ought to have concluded that there was no
reasonable prospect of the cell avoiding insolvent liquidation;
and

(c)

that person was a director of the protected cell company at thattime.

(3) The Court shall not make a declaration under this section in respect ofany person if it is satisfied that, after the condition specified in subsection(2)(b) was first fulfilled in relation to him, he took every step with a view
to minimising the potential loss to the cell‘s creditors that he ought tohave taken.

Civil liability of
directors forwrongful trading:cells of protected
cell company

[10th August 2016]

Supplement of the Official Gazette(4) For the purposes of subsections (2) and (3), the facts which a director ofa protected cell company ought to know, the conclusions which he ought
to reach and the steps which he ought to take are those which would beknown, reached or taken by a director complying with section 144.
(5) For the purposes of this section a cell goes into insolvent liquidation if
the cellular assets attributable to the cell (and, where the company hasentered into a recourse agreement, the assets liable under that agreement)
are insufficient to discharge the claims of creditors in respect of that celland the expenses of the receivership order or administration order (as thecase may be).
(6) This section is without prejudice to section 340.

Proceedings under
sections 340, 341
or 342343. (1) On the hearing of an application under section 340, 341 or 342, theapplicant may himself give evidence or call witnesses.
(2) Where under section 340, 341 or 342 the Court makes a declaration, it
may give such further directions as it thinks proper for giving effectthereto; and in particular the Court may —
(a)

(b)

provide for the liability of any person under the declaration to bea charge on —(i)any debt or obligation due from the company or cell to
him;

(ii)

any mortgage, charge, pledge, lien or other security on
assets of the company or cell held by or vested in him;(iii)

any interest in any mortgage charge, hypothecation, lienor other security on assets of the company or cell held byor vested in him, or any person on his behalf, or any
person claiming as assignee from or through the person
liable or any person acting on his behalf; andmake such further orders as may be necessary for enforcing any
charge imposed under this subsection.

(3) For the purposes of subsection (2)(a) „assignee“ —(a)includes a person to whom or in whose favour, by the directionsof the person made liable, the debt, obligation, mortgage, charge,
pledge, lien or other security was created, issued or transferred or
the interest created, but(b)does not include an assignee for valuable consideration (notincluding consideration by way of marriage) given in good faithand without notice of any of the matters on the ground of which
the declaration is made.

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Supplement of the Official Gazette[10th August 2016](4) Where the Court makes a declaration under section 340, 341 or 342 in
relation to a person who is a creditor of the company or cell of theprotected cell company (as the case may be), it may direct that the whole
or any part of any debt owed by the company or cell to that person andany interest thereon shall rank in priority after all other debts owed by thecompany or cell and after any interest on those debts.
(5) Sections 340, 341 or 342 have effect notwithstanding that the person
concerned may be criminally liable in respect of matters on the groundof which the declaration under the section is to be made.
PART XIX – REGISTRAR

344. Subject to the provisions of this Act, the Registrar is responsible for —Registrar ofInternational
Business Companies(a) performing the functions of the Registrar under this Act; and(b) the administration of this Act.

345. The Registrar shall cause to be prepared a seal to be known as the Official
Seal for use by the Registrar in the authentication or other issue of documents
required for or in connection with companies incorporated or continued under
this Act.

Official seal

346. (1) The Registrar shall maintain —Registers(a)a Register of International Business Companies containing theinformation referred to in subsection (2);(b)

with respect to each company in accordance
section181(3), a Register of Registered Charges; and(c)a Register of Disqualification Orders in accordance withsection 271.

with(2) The Register of International Business Companies maintained by theRegistrar under subsection (1)(a) shall contain —(a)the name of each company incorporated or continued, orconverted into a company, under this Act;(b)

the registration number of each company incorporated orcontinued, or converted into a company, under this Act;(c)the date on which each company was incorporated orcontinued, or converted into a company, under this Act;[10th August 2016]

Supplement of the Official Gazette(d)the address of each company‘s registered office;(e)the date on which any company is struck off the Register ofInternational Business Companies;(f)the date on which any company is restored to the Register ofInternational Business Companies;(g)subject to subsection (4), the name and address of eachcompany‘s directors; and(h)such other information as the Registrar deems fit.

(3) The registers maintained by the Registrar under subsection (1) and theinformation contained in any document filed may be kept in such manneras the Registrar considers fit including, either wholly or partly, by meansof a device or facility —(a)that records or stores information magnetically, electronically orby other means; and(b)that permits the information recorded or stored to be inspected
and reproduced in legible and usable form.

(4) In the event that a copy of a company‘s register of directors has not been
filed with the Registrar under section 152, the Registrar shall not be
required to specify the name and address of the company‘s directors in
the Register of International Business Companies maintained by it undersubsection (1)(a).

Inspection of
documents filed

347. (1) Except as otherwise provided in this Act or any other written law of
Seychelles, a person may during ordinary office hours on payment of thespecified fee set out in Part II of the Second Schedule —(a)inspect the Registers maintained by the Registrar under section
346(1); and(b)inspect any qualifying document filed with the Registrar.

(2) For the purposes of this section and section 348(1)(b), a document is aqualifying document if —(a)this Act or any regulations made under this Act, or anotherenactment, require or expressly permit the document to be filedwith the Registrar; and(b)the document complies with the requirements of, and is filed with
the Registrar in accordance with, this Act, any regulations madeunder this Act or the other enactment that requires or permits the
document to be filed with the Registrar.

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Supplement of the Official Gazette[10th August 2016]348. (1) Except as otherwise provided in this Actor any other written law of
Seychelles, a person may request, and the Registrar shall provide on
payment of the specified fee set out in Part II of the Second Schedule, acertified or uncertified copy —(a)certificate of incorporation, merger, consolidation,
arrangement, continuation, discontinuance, conversion,
dissolution or good standing of a company; or(b)of any qualifying document or any part of any qualifying
document filed with the Registrar.

Copies of
documents filed(2) A document or a copy or an extract of any document or any part of adocument certified by the Registrar under subsection (1) is —(a)

prima facie evidence of the matters contained therein; and(b)admissible in evidence in any proceedings as if it were theoriginal document.

349. (1) A company may elect to file for registration by the Registrar a copy of
any or all of the following —(a)

its register of members;(b)

its register of charges; or(c)

its register of beneficial owners.

Optional registrationof specified registers(2) A company that has elected to file a copy of a register under subsection(1) shall, until such time as it may file a notice under subsection (3), file
any changes in the register by filing a copy of the register containing thechanges.
(3) A company that has elected to file a copy of a register under subsection(1) may elect to cease registration of changes in the register by filing a
notice in the approved form.
(4) If a company elects to file a copy of a register under subsection (1), thecompany is bound by the contents of the copy register filed then until
such time as it may file a notice under subsection (3).

350. A company may, but is not required to, file with the Registrar a copy of its
annual financial statements, if any.

Optional filing ofannual financial
statements byinternational
business companies

[10th August 2016]
Certificate of goodstanding

Supplement of the Official Gazette351. (1) The Registrar shall, upon request by any person and on payment of thefee specified in Part II of the Second Schedule, issue a certificate of goodstanding under the Official Seal in the approved form certifying that acompany is in good standing if the Registrar is satisfied that —(a)the company is on the Register;(b)

the company has paid all fees, annual fees and penalties due andpayable under this Act; and(c)it has no filed record of the company being in voluntary or
compulsory liquidation.

(2) The certificate of good standing issued under subsection (1) shall include
a statement as to whether —(a)the company has filed with the Registrar articles of merger orconsolidation that have not yet become effective;(b)

the company has filed with the Registrar articles of arrangementthat have not yet become effective;(c)

notice of commencement of the company‘s winding up has been
filed with the Registrar; and(d)any proceedings by the Registrar to strike the name of thecompany off the Register have been instituted.

(3) In the event that a company is not in good standing as at the date of therequest, the Registrar shall issue a certificate of official search under
section 352 in lieu of a certificate of good standing and no additional fees
shall be paid in respect thereof.

Certificate of official
search352. (1) Any person, on payment of the fee specified in Part II of the Second
Schedule, may request the Registrar for a certificate of official searchunder the Official Seal of the Registrar in respect of any company, whichshall contain the following particulars —(a)the name and registration number of the company;(b)each previous name, if any, of the company;(c)the date of its incorporation or continuation in Seychelles;(d)if applicable, the date of its conversion into a company under this
Act;

(e)

the address of its registered office;(f)the name and address of its registered agent;

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Supplement of the Official Gazette[10th August 2016](g)subject to subsection (3), the name and address of its directors;(h)the due date of the annual fee;(i)whether or not the company is in good standing (and, if not ingood standing, the fact of striking off); and(j)the number of —(i)outstanding registered charges; and(ii)satisfied and discharged registered charges.

(2) The particulars referred to in subsection (1), shall be obtained from —(a)the Registers maintained by the Registrar under section 346(1);
and

(b)

the documents filed with the Registrar.

(3) In the event that a copy of a company‘s register of directors has not been
filed with the Registrar, the Registrar shall not be required to state thename and address of the company‘s directors in a certificate of official
search issued in relation to that company.

353. (1) The Registrar or the Authority as applicable may approve forms to be
used where specified in this Act.
(2) Where a form is required to be in „approved form“, it shall —(a)contain the information specified in; and(b)have attached to it such documents as may be required by,

the form approved under subsection (1) by the Registrar or the Authority
as applicable.
(3) Where this Act requires a document to be delivered in the approved form
to the Registrar or the Authority, and the form of the document has notbeen approved by the Registrar or the Authority in accordance withsubsection (1), it shall be sufficient compliance with that requirement if
the document is delivered in a form which is acceptable to the Registrar
or the Authority as applicable.

Form of documents
to be filed

[10th August 2016]
Penalty fees and theRegistrar‘s right torefuse to take action

Supplement of the Official Gazette354. (1) The Registrar may —(a)refuse to take any action required of him under this Act for whicha fee is prescribed until all fees have been paid; or(b)for good cause, waive all or any part of any penalty fee imposed
under this Act.

(2) Before imposing any penalty fees under this Act by the Registrar, theperson concerned shall be given an opportunity of being heard.
(3) The aggregate penalty fees imposed by the Registrar on a person for abreach of a provision of this Act shall be limited to a maximum amountof US$2,500 per breach.

PART XX – OBLIGATIONS RELATING TO BENEFICIAL OWNERS

Register of beneficial
owners: definitions andinterpretation

355. (1) In this Part —„beneficial owner“ means, subject to subsections (2), (3) and (4), any
individual (excluding a nominee who acts on behalf of another) who inrespect of a company —(a)ultimately owns (directly or indirectly and whether alone or
jointly with another person or entity) more than 25% of the sharesin the company;(b)

exercises (directly or indirectly and whether alone or jointly withanother person or entity) ultimate control over more than 25% of
the total voting rights of members in the company;(c)is entitled (directly or indirectly and whether alone or jointly withanother person or entity) to appoint or remove a majority of thedirectors of the company; or(d)is otherwise entitled to exercise or actually exercises control overthe company or its management;„listed company“ means —(a)a company whose securities are listed on a recognised exchange;or(b)

a company which is a subsidiary of a body corporate, partnershipor trust whose securities are listed on a recognised exchange;

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Supplement of the Official Gazette[10th August 2016]„recognised exchange“ means —(a)a securities exchange licensed under the Securities Act;(b)a recognised overseas securities exchange as defined in the
Securities Act; or(c)any other exchange that is a member of the World Federationof Exchanges;„register of beneficial owners“ in relation to a company, means theregister of beneficial owners referred to in section 356(1); and„registrable particulars“ means, in relation to a company, the particulars
referred to in section 356(1)(a) to (d) inclusive.
(2) A pledgee with security interests in any shares in a company pursuant toa pledge (as defined in section 89) shall not by reason only of suchsecurity interests be a beneficial owner for the purposes of this Part.
(3) If the trustees of a trust ultimately own or control (directly or indirectly
and whether alone or jointly with another person or entity) more than
25% of the shares or voting rights in a company or are otherwise entitled
to exercise or actually exercise control over the company or its
management, for the purposes of this Part a beneficial owner of thecompany shall be(a)any individual who has or is entitled to a beneficial interest of
more than 25% percent of the capital of the trust‘s property;(b)the class of persons in whose main interest the trust is formed
or operates except where the trust is formed or operates entirely
for the benefit of the individuals referred to in sub-paragraph(a); or(c)any individual who has control over the trust.

(4) If a foundation ultimately owns or controls (directly or indirectly andwhether alone or jointly with another person or entity) more than 25% of
the shares or voting rights in a company or is otherwise entitled toexercise or actually exercises control over the company or its
management, for the purposes of this Part a beneficial owner of thecompany shall be —(a)any individual who has or is entitled to a beneficial interest of
more than 25% percent of the capital of the foundation‘s
property;(b)

the class of persons in whose main interest the foundation isformed or operates except where the foundation is formed or
operates entirely for the benefit of the individuals referred to in
sub-paragraph (a); or(c)any individual who has control over the foundation.

[10th August 2016]

Supplement of the Official Gazette(5) For the purposes of subsections (3)(c) and (4)(c), „control“ means a
power, whether exercisable alone, jointly with another person or with theconsent of another person, by law or under the trust instrument orfoundation charter or regulations, as the case may be, to —Register of beneficial
owners(a)dispose of, advance, lend, invest, pay or apply property of thetrust or foundation;(b)vary the terms of the trust instrument or foundation‘s charter or
regulations;(c)

add or remove a person as a beneficiary;(d)appoint or remove trustees, protectors or councillors, as the casemay be; or(e)direct, withhold consent to or veto the exercise of a powerreferred to in paragraph (a), (b), (c) or (d).

356. (1) Subject to subsection (3), every company shall keep at its registeredoffice in Seychelles a register to be known as a register of beneficial
owners, and enter in it the following information —(a)the name, residential address, date of birth and nationality of eachbeneficial owner of the company;(b)particulars of each beneficial owner‘s beneficial interest and how
it is held;(c)the date on which a person became a beneficial owner of thecompany; and(d)

the date on which a person ceased to be a beneficial owner of thecompany.

(2) A company shall ensure that the information required by subsection (1)to be kept in its register of beneficial owners is accurate and up-to-date.
(3) Subsection (1) shall not apply to a listed company.
(4) The register of beneficial owners may be in such form as the directors
may approve but if it is in magnetic, electronic or other data storage form,
the company must be able to produce legible evidence of its contents.
(5) An entry relating to a former beneficial owner of the company may beremoved from the register after 7 years from the date on which that person
ceased to be a beneficial owner of the company.
(6) The register of beneficial owners is prima facie evidence of any matterswhich are by this Act directed or permitted to be inserted in it.

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Supplement of the Official Gazette[10th August 2016](7) A company that contravenes subsection (1) or (2) shall be liable to apenalty fee of US$500 and an additional penalty fee of US$50 for eachday or part thereof during which the contravention continues.
(8) A director who knowingly permits a contravention under subsection (1)or (2) shall be liable to a penalty fee of US$500 and an additional penalty
fee of US$50 for each day or part thereof during which the contravention
continues.

357. (1) Any of the following persons are entitled without charge to inspect thecompany‘s register of beneficial owners —(a)a director or member of the company; and(b)a person whose name is entered as a beneficial owner of thecompany, whose name is entered in the company‘s register ofbeneficial owners as a beneficial owner.

(2) A person‘s right to inspection under subsection (1) is subject to suchreasonable notice or other restrictions as the company may by its articles
or by resolution of directors impose, but so that not less than 2 hours ineach business day be allowed for inspection.
(3) A person with the right to inspection under subsection (1) is entitled torequest a copy of the company‘s register of beneficial owners or an
extract of it, in which event the company may charge a reasonablecopying fee.
(4) If an inspection under subsection (1) is refused, or if a copy document
requested under subsection (3) is not made available within 21 businessdays of the request —(a)the company commits an offence and is liable on conviction toa fine not exceeding US$5,000; and(b)the aggrieved person may apply to the Court for an order thathe should be permitted to inspect the register or that a copy of
the register or an extract of it be provided to him.

(5) On an application under subsection (4), the Court may make such orders
as it considers just.

Inspection ofregister ofbeneficial owners

[10th August 2016]
Rectification ofregister of beneficial
ownersSupplement of the Official Gazette358. (1) If —(a)information that is required to be entered in the register ofbeneficial owners is omitted from the register or inaccurately
entered in the register; or(b)there is unreasonable delay in entering the information in theregister,a beneficial owner or member of the company, or any other person who
is aggrieved by the omission, inaccuracy or delay, may apply to the Court
for an order that the register be rectified.
(2) On an application under subsection (1), the Court may —(a)either refuse the application, with or without costs to be paid by
the applicant, or order the rectification of the register ofbeneficial owners, and may direct the company to pay all costsof the application and any damages the applicant may havesustained;(b)

determine any question relating to the right of a person who is aparty to the proceedings to have his name entered in or omitted
from the register of beneficial owners, whether the question
arises between —(c)Company‘s duty to seek
beneficial ownership
information(i)

two or more beneficial owners or alleged beneficial
owners; or(ii)between one or more beneficial owners or alleged
beneficial owners and the company; andotherwise determine any question that may be necessary or
expedient to be determined for the rectification of the register ofbeneficial owners.

359. (1) In this section, „particulars“ means —(a)in the case of a beneficial owner, the registrable particulars; and(b)in the case of any other person, any particulars that will allow theperson to be contacted by the company.

(2) A company to which section 356(1) applies shall identify each beneficial
owner of the company.

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Supplement of the Official Gazette[10th August 2016](3) Without limiting subsection (2), a company to which section 356(1)applies shall give written notice to anyone whom it knows or has
reasonable cause to believe to be a beneficial owner in relation to it,which notice shall require the addressee —(a)to state whether or not he is a beneficial owner in relation to thecompany; and(b)

if so, as applicable to provide, confirm or correct the registrable
particulars relating to him.

(4) A company to which section 356(1) applies may also give written notice
to a person under this section if the company knows or has reasonablecause to believe that the person knows the identity of a beneficial ownerof the company or knows the identity of someone likely to have thatknowledge.
(5) A notice under subsection (4) may require the addressee —(a)to state whether or not the addressee knows the identity of abeneficial owner in relation to the company or knows theidentity of any person likely to have that knowledge; and(b)

if so, to supply any particulars of such persons that are within
the addressee‘s knowledge.

(6) Without limiting subsections (2) to (5), a company may at any time give
written notice to a member of the company to provide, confirm or correct
the registrable particulars of the beneficial owner in relation to the sharesor guarantee membership interest in the company held by the member.
(7) A notice under this section shall state that the addressee is to comply with
the notice within 30 days beginning with the date of the notice.
(8) A company is not required to take steps or give notice under this section
with respect to a beneficial owner if the company has already been
informed in writing of the person‘s status as a beneficial owner in relation
to it, and been supplied with all the registrable particulars.
(9) If a company contravenes subsection (2) or (3), it commits an offence andis liable on conviction to a fine not exceeding US$50,000.

360. (1) In this section, a „relevant change“ in relation to a person occurs if —(a)the person ceases to be a beneficial owner in relation to thecompany; or(b)

any other change occurs as a result of which the registrable
particulars stated for the person in the company‘s register ofbeneficial owners are incorrect or incomplete.

Disclosure ofbeneficial ownership
information

[10th August 2016]

Supplement of the Official Gazette(2) Within 30 days of a person becoming a beneficial owner in relation to acompany he shall give written notice to the company of the registrable
particulars relating to him.
(3) If a relevant change occurs in relation to a person, he shall within 30 daysof the relevant change give written notice to the company of —(a)the relevant change;(b)

the date on which it occurred; and(c)any information needed to update the company‘s register ofbeneficial owners.

(4) Within 30 days of a person receiving a notice given by the company under
section 359 he shall comply with such notice by providing in writing to
the company the information requested in the notice.
(5) No person shall provide false or misleading information pursuant tosubsections (2), (3) or (4).
(6) Subsections (2), (3) and (4) shall not apply in relation to a listed company.
(7) If a person contravenes subsections (2), (3) or (4) —(a)he commits an offence and is liable on conviction to a fine notexceeding US$50,000;(b)

any voting and distribution rights attaching to the relevant sharesor guarantee membership shall be suspended until such time asfull compliance with the contravened provisions has been made;
and

(c)

any right to transfer or redeem the relevant shares or guarantee
membership shall be suspended until such time as fullcompliance with the contravened provisions has been made.

(8) If a person contravenes subsection (5), he commits an offence and isliable on conviction to a fine not exceeding US$50,000.

PART XXI – MISCELLANEOUS PROVISIONSExemption from
specified laws

361. (1) A company, including all the income and profits of a company, is exempt
from the Business Tax Act.

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Supplement of the Official Gazette[10th August 2016](2) Notwithstanding subsection (1), the Business Tax Act, the Revenue
Administration Act and every tax treaty shall apply to a company to theextent necessary to enable the Seychelles Revenue Commission tocomply with a request for information made to the Seychelles
government pursuant to a tax treaty.
(3) For the purposes of any payment to it, a company shall be regarded as a
non-resident person for the purposes of the Business Tax Act.
(4) No tax is payable in respect of any capital gain made —(a)with respect to any shares, debt obligations or other securities
of a company;(b)by a company upon the disposal of any of its assets.

(5) No estate, inheritance, succession or gift tax is payable with respect toany shares, debt obligations or other securities of a company.
(6) A company is exempt from the provisions of the Income and NonMonetary Benefits Tax Act, except to the extent that —(a)it receives any emoluments or non-monetary benefits on behalfof an employed person (as defined in the Income and NonMonetary Benefits Tax Act) resident in Seychelles which
emoluments or non-monetary benefits are taxable, and notexempt, under the Income and Non-Monetary Benefits Tax
Act; and(b)from which such emoluments or non-monetary benefits tax has
not been withheld by the employer (as defined in the Income
and Non-Monetary Benefits Tax Act) pursuant to section 5 of
the Income and Non-Monetary Benefits Tax Act.

(7) A company is exempt from the provisions of —(a)the Foreign Exchange Act; and(b)

the Value Added Tax Act in respect of services provided orgoods sold by the company outside Seychelles or as otherwise
permitted by virtue of section 5(3) of this Act.

362. (1) Subject to subsection (2), notwithstanding the provisions of the Stamp
Duty Act all instruments relating to —(a)the formation of a company;(b)transfers of property to or by a company;(c)transactions in respect of the shares, debt obligations or othersecurities of a company;

Stamp duty

[10th August 2016]

Supplement of the Official Gazette(d)the creation, variation or discharge of a charge or other security
interests over any property of a company; and(e)other transactions relating to the business or assets of a company,

are exempt from the payment of stamp duty.
(2) Without prejudice to section 5(2)(b), subsection (1) does not apply to an
instrument relating to —Minimum period of
exemptions andconcessions(a)the transfer to or by a company of an interest in immovable
property situated in Seychelles; or(b)transactions in respect of the shares, debt obligations or othersecurities of a company if it, or any of its subsidiaries, has aninterest in any immovable property situated in Seychelles.

363. The exemptions and concessions granted under sections 361 and 362 shallremain in force for a period of 20 years from —(a) the date of incorporation or continuation of, or conversion into, acompany under this Act; and(b) the Act commencement date in the case of a former Act company,
and shall continue in force thereafter unless a written law provides otherwise.

Form of records

364. The records required to be kept by a company under this Act shall be —(a) kept in written form; or(b) entered or recorded by a system of mechanical or electronic dataprocessing or by any other information storage device that can present or
reproduce any required information in intelligible written form.

Delivery of electronic
records generally

365. (1) Subject to section 367, where there is a requirement in this Act, in any
regulations made under this Act or in any company‘s articles to provide
a document to a person, or for a document to accompany anotherdocument, the requirement may, unless precluded by the articles of acompany, be met by the delivery, or deemed delivery, of an electronic
record of the document in accordance with this section or section 366.
(2) For the purposes of subsection (1), „to provide“ includes to send,
forward, give, deliver, submit, file, deposit, furnish, issue, leave at, serve,
circulate, lay, make available or lodge.

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Supplement of the Official Gazette[10th August 2016](3) An electronic record of a document may be delivered to a person bycommunicating it by electronic means to the person at the address or
number that has been notified by the person for the purposes ofcommunication by electronic means.
(4) This section shall not apply to the sending or receipt of any documents toor by the Court, the Financial Intelligence Unit or the Seychelles Revenue
Commission.

366. (1) Subject to subsection (4) and unless precluded by the articles of acompany, an electronic record of a document is deemed to have beendelivered to a person if it is published on a website and the person is senta notice which includes details of —(a)the publication of the document on the website, the address of
the website, the place on the website where the document may
be found and how the document may be accessed on thewebsite; and(b)

how the person is to notify the company that the person elects
to receive the document in a physical form if the person wishes
to receive the document in a physical form.

(2) If, in accordance with a notice sent to a person under subsection (1), theperson elects to receive a document in a physical form, the company shallsend to that person such document within 7 days of receipt of that
person‘s election.
(3) The accidental omission of a company to send a document to a person inaccordance with subsection (1), or the non-receipt by the person of adocument that has been duly sent to that person, does not invalidate
deemed delivery of that document to that person pursuant to subsection(1).
(4) If there is a requirement that a person have access to a document for a
specified period of time, the person must be notified of the publication of
the document before the commencement of the period and, subject tosubsection (3), the document must be published on the website
throughout the whole of the period.
(5) Nothing in subsection (4) shall invalidate the deemed delivery of anelectronic copy of a document under subsection (1) if —(a)the document is published for at least part of a period; and(b)

the failure to publish it throughout the whole of the period iswholly attributable to circumstances that the person providing
the document could not reasonably have been expected toprevent or avoid.

Deemed delivery
by website
publication

[10th August 2016]

Supplement of the Official Gazette(6) This section shall not apply to the sending or receipt of any documents toor by the Court, the Registrar, the Financial Intelligence Unit or the
Seychelles Revenue Commission.

Delivery of electronic
records to the Registrar

367. (1) Subject to subsection (2), where there is a requirement in this Act or in
any regulations made under this Act for a person to provide a document
to the Registrar, the requirement may be met by the delivery to theRegistrar of an electronic record of the document in a form and manner
determined by the Registrar and in accordance with this section.
(2) Subsection (1) shall not apply until such time as the Registrar gives noticeby publication in the Gazette that it is able to accept delivery of anelectronic record of documents in a form and manner determined by theRegistrar and in accordance with this section.
(3) For the purposes of subsection (1), „to provide“ includes to deliver, send,
notify, give notice, forward, submit, apply or make a report to, or to file,register or lodge with.
(4) Notwithstanding any method of authentication required by this Act orunder any other written law, the Registrar may direct that any electronic
record of a document delivered to the Registrar shall be authenticated in
the manner that is directed by the Registrar.
(5) Where an electronic record of a document is delivered to the Registrar
that does not comply with the requirements of this section, the Registrar
may serve on any person by whom the electronic record was delivered a
notice indicating in what respect the electronic record does not comply.
(6) Where the Registrar has served a notice under subsection (5) in respectof an electronic record, the electronic record is deemed not to have beendelivered unless —Offences(a)a replacement electronic record that complies with therequirements of this section is delivered to the Registrar within
14 days after service of the notice; or(b)where there is no replacement electronic record, the requirementsof this section have been met otherwise to the satisfaction of theRegistrar.

368. (1) A person who contravenes any requirement of this Act, for which no
penalty is provided for in this Act, commits an offence and is liable onconviction to a fine not exceeding US$50,000.
(2) Where an offence under this Act is committed by a body corporate, adirector or other officer who knowingly authorised, permitted or
acquiesced in the commission of the offence also commits an offence andis liable on conviction to the penalty specified for the commission of theoffence.

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Supplement of the Official Gazette[10th August 2016]369. Any person who aids, abets, counsels or procures the commission of an
offence under this Act shall also be guilty of the offence and liable in the samemanner as a principal offender to the penalty provided for that offence.

Accessories andabettors

370. (1) Unless otherwise provided in this Act, a person who makes a statement
in any document which is required to be filed or delivered to the Registrar
under this Act, which, at the time and in the light of circumstances underwhich it is made, is false or misleading with respect to any material factor omits to state any material fact, the omission of which makes thestatement false or misleading, commits an offence and is liable onconviction to a fine not exceeding US$50,000 or to imprisonment for aterm not exceeding 2 years or to both.

Liability for
false statements(2) It shall be a defence for a person accused of committing an offence undersubsection (1) to prove that the person did not know that the statement
was false or misleading, or could not reasonably have known that thestatement was false or misleading.

371. (1) This section shall apply to —(a)a director or former director of a company;(b)a liquidator or former liquidator of a company;(c)an auditor or former auditor of a company.

(2) If, in a proceeding for negligence, failure, default or breach of duty
against a person to whom this section applies, it appears to the Court —(a)that the person is or may be liable in respect of negligence,
failure, default or breach of duty, but that the person acted ingood faith; and(b)that having regard to all the circumstances of the case, including
those connected with the person‘s appointment, the person
ought fairly to be excused for the negligence, failure or breachof duty,

the Court may relieve that person, either wholly or partly, from liability
on such terms as the Court considers fit.
(3) If a person to whom this section applies has reason to believe that a claim
will or might be made against him in respect of negligence, default,
failure or breach of duty, that person may apply to the Court for relief,
and the Court shall have the same power to relieve the person as it would
have had if proceedings for negligence, default, or breach of duty had
been brought against the person.

Power of Court
to grant relief[10th August 2016]
Declaration by Court

Supplement of the Official Gazette372. (1) A company may, without the necessity of joining any other party, apply
to the Court, by motion 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 an
application under subsection (1) shall be deemed, in so far as regards thedischarge of any fiduciary or professional duty, to have properly
discharged his duties in the subject matter of the application.

Judge in chambers

373. (1) Subject to subsections (2) and (3), a judge of the Court may exercise inchambers any jurisdiction that is vested in the Court by this Act and in
exercise of that jurisdiction, the judge may award costs as he sees fit andjust.
(2) A civil proceeding issued in the Court by, against or concerning acompany in which the names of one or more of its beneficial owners areor will be mentioned shall be heard by a judge in chambers in camera
instead of open court.
(3) A judge in a civil proceeding under subsection (1) or (2) may restrict or
prohibit the publication of any report of the proceeding or any part of theproceeding or any document filed in the course of the proceeding or givesuch other direction as is necessary to protect the identity of thecompany‘s members and beneficial owners.
(4) A person who fails to comply with any restriction, prohibition or
direction under subsection (3) commits an offence and is liable onconviction to a fine not exceeding US$50,000.

Appeals against
Registrar‘s decisions

374. (1) Without prejudice to section 273 (appeal against striking off), aperson
aggrieved by a decision of the Registrar may, within 90 days of service
of notice of the decision of the Registrar, appeal against the decision to
the Appeals Boardin accordance with the procedure specified in the
Financial Services Authority (Appeals Board) Regulations 2014.
(2) On an application under this section the Appeals Board may —(a)affirm the decision of the Registrar;(b)vary the decision of the Registrar; or(c)set aside the decision of the Registrar and, if the Appeals Board
considers it appropriate to do so, remit the matter to the Registrar
with such directions as the Appeals Board considers fit.

(3) Subject to subsection (4), an appeal against a decision of the Registrar
shall not have the effect of suspending the operation of the decision.

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Supplement of the Official Gazette[10th August 2016](4) On an application under this section against a decision of the Registrar,
the Appeals Board may, on the application of the appellant and on suchterms as the Appeals Board thinks just, suspend the operation of thedecision pending the determination of the appeal.
(5) A person dissatisfied with the decision of the Appeals Board may within
30 days of the decision make an appeal to the Court in accordance withregulation 8(8) of the Financial Services Authority (Appeals Board)
Regulations 2014.
(6) The Court may, in respect of an appeal made under subsection (5), affirm,
set aside or vary the Appeals Board‘s decision and may give suchdirections as the Court thinks fit and just.

375. Subject to the written laws of Seychelles, where a proceeding is instituted
under this Act against a person, nothing in this Act is to be taken to require
the person to disclose any information which that person is entitled not todisclose on the grounds of legal professional privilege.

376. No action, prosecution or other proceedings shall be brought against —Legal professional
privilege

Immunity(a) the Registrar or an employee or agent of the Registrar; or(b) the Authority or an employee or agent of the Authority,
in respect of an act done or omitted to be done in good faith by any such personin the proper performance of functions under this Act.

377. (1) The Registrar, for the sole purpose of monitoring and assessing
compliance with this Act, may during normal business hours and after
giving reasonable notice to the company —(a)access a company‘s registered office;(b)inspect the documents required by this Act to be kept by thecompany; and(c)during or after an inspection request for explanations from any
director of the company or from any director of its registeredagent.

(2) Any person who in any manner impedes, prevents or obstructs theRegistrar, or any of its employees or authorised agents in the conduct of
an inspection under this section commits an offence and is liable uponconviction to a fine not exceeding US$25,000.

Inspections

[10th August 2016]
Non-disclosure
obligation andpermitted exceptions

Supplement of the Official Gazette378. (1) Subject to subsection (2), the Authority, the Registrar, and each officer,
employee and agent of the Authority or the Registrar, shall not disclose
to a third party any information or documents acquired in theperformance of the functions of the Authority or the Registrar under thisAct.
(2) Subsection (1) shall not apply to any disclosure —Position with respect
to other laws(a)permitted or required under any this Act or any other written lawof Seychelles;(b)

pursuant to an order of the Court;(c)in the case of information or documents in relation to a company,
with the prior written consent of the company; or(d)where the information disclosed is in statistical form or isotherwise disclosed in such a manner that does not enable theidentity of any company or other person, to which theinformation relates, to be ascertained.

379. (1) The fiscal exemptions and concessions granted by sections 361, 362 and363 of this Act shall apply and prevail notwithstanding any inconsistency
between such sections and —(a)the Business Tax Act;(b)

the Stamp Duty Act;(c)the Income and Non-Monetary Benefits Tax Act;(d)the Foreign Exchange Act; or(e)the Value Added Tax Act.

(2) To the extent of any inconsistency between the Civil Code of Seychelles
Act or the Commercial Code Act and —(a)

Sub-Part VII of Part V of this Act (Security over shares);(b)Part IX of this Act (Charges over company property);(c)Part XVII of this Act (Striking off, winding up and dissolution);or(d)section 382 of this Act (Modification of Civil Code of Seychelles
with respect to companies),

this Act shall prevail.

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Supplement of the Official Gazette[10th August 2016](3) To the extent of any inconsistency between the Companies Act and Part
X of this Act (conversions), this Act shall prevail.
380. The Minister may make regulations for the purpose of carrying out and giving
effect to the provisions of this Act and may by regulations amend any
Schedule.

Regulations

381. The International Business Companies Act 1994 is hereby repealed.

Repeal of law

382. (1) With respect to companies (as defined in section 2 of this Act), the Civil
Code of Seychelles (as defined in section 2 of the Civil Code of
Seychelles Act) is modified as set out in subsections (2) to (5).

Modification of
Civil Code of
Seychelles withrespect tocompanies(2) That Article 2078 of the Civil Code of Seychelles shall not apply tocompanies, and the following shall apply in substitution therefor —(a)

Subject to paragraphs (b) and (c), in the event of default by theborrower in respect of obligations secured by a pawn, on
application by the pledgee or other interested person the Court
may order that the pawned property be retained by the pledgeeor sold as may be authorised by the Court or may make suchother or further order as the Court deems fit.

(b)

A pledge of shares or other securities issued by a company
incorporated under the International Business Companies Act
may be enforced, without an order of the Court if so permitted
by the terms of the pledge, in accordance with the provisions of
Sub-Part VII of Part V of the International Business Companies
Act (Pledges over shares).

(c)

Paragraph (a) shall not affect the sale of pawned property as
provided for under paragraph (b) of article 2074.

(3) That Article 2079 of the Civil Code of Seychelles shall not apply tocompanies, and the following shall apply in substitution therefor ―(a)A pledgor shall remain the owner of pawned property, unless,in the event of default in respect of obligations secured by apawn, the pawned property is sold —(i)pursuant to an order of the Court; or(ii)

in the case of a pledge of shares or other securities
issued by a company incorporated under theInternational Business Companies Act, in accordancewith the provisions of Sub-Part VII of Part V of theInternational Business Companies Act (Pledges overshares).

[10th August 2016]

Supplement of the Official Gazette(b)

Until such time that the obligations secured by the pawn are paid
and discharged in full or the pawned property is sold as envisaged
under in paragraph (a), the pawn will constitute security interests
over the pawned property in favour of the pledgee.

(4) That the second and third sentence of Article 2091-1 of the Civil Code of
Seychelles shall not apply to companies.
(5) That Article 2091-3 of the Civil Code of Seychelles shall not apply tocompanies, and the following shall apply in substitution therefor —(a)

Subject to paragraph (b), in the event of crystallization a floating
charge, on application by the chargee or other interested person
the Court may order that the charged property be sold as may be
authorised by the Court, or that a receiver be appointed or may
make such other or further order as the Court deems fit.

(b)

If so permitted under the terms of a written floating charge
agreement, in the event of crystallization a floating charge may
be enforced, without an order of the Court if so permitted by theterms of the charge, in accordance with the provisions of Part IX
of the International Business Companies Act (Charges overcompany property).

PART XXII – TRANSITIONAL PROVISIONS

Former Act companies
automatically reregistered under thisAct383. (1) Subject to the provisions of this section, with effect from the Actcommencement date every former Act company shall be deemed to be
automatically re-registered as an international business company under
this Act.
(2) Where a company is re-registered under subsection (1), the Registrar
shall, as soon as is practicable, enter the name of the company on theRegister and allot a unique number to the company.
(3) The unique number allotted to a company under subsection (2) may, atthe discretion of the Registrar, be the number previously allocated to thecompany as a former Act company.
(4) Except as otherwise provided in this Act, a company that is re-registeredunder subsection (1), shall be subject to this Act as if it was a company
incorporated under this Act.

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Supplement of the Official Gazette[10th August 2016]384. (1) Where a former Act company is automatically re-registered under section
383(1), the Registrar is only required to issue a certificate of reregistration to the company if the company, acting through its registeredagent, makes a written request to the Registrar for the issue of a certificate
of re-registration.

Certificate of reregistration where
former Act Company
re-registeredautomatically(2) A certificate of re-registration issued by the Registrar under subsection(1) shall state —(a)the name and unique registration number of the company;(b)that the former Act company was re-registered under this Act
on the Act commencement date; and(c)the date of original incorporation or continuation under theformer Act.

385. (1) A former Act company that is re-registered under section 383(1),continues in existence as a legal entity and its re-registration under thisAct, whether under the same or a different name, does not —(a)prejudice or affect its identity;(b)affect its assets, rights, liabilities or obligations; or(c)affect the commencement or continuation of proceedings by oragainst the company.

Effect of automatic
re-registration under
this Act(2) Subject to subsection (1), a former Act company that is re-registeredunder section 383(1) shall, from its re-registration on the Actcommencement date, be treated as a company incorporated under thisAct.

386. (1) Every application to restore a former Act company that has been struck
off the register kept under the former Act but not dissolved, made on orafter the Act commencement date, whether to the Registrar or to the
Court, shall be made under, and determined in accordance with, this Act
as if the former Act company had been a company struck off the Register
under this Act.
(2) Where, pursuant to an application made under subsection (1), a company
is restored, it shall be restored to the Register maintained under this Act.

Restoration of former
Act companies struck
off the register
maintained under theformer Act

[10th August 2016]
Restoration of dissolved
former Act companies

Supplement of the Official Gazette387. (1) An application may be made to the Court under this Act to rescind thedissolution of a former Act company dissolved under the former Act as
if it was a company dissolved under this Act on the date that it wasdissolved under the former Act.
(2) An application made under subsection (1) —(a)shall be made within seven years of the dissolution of the former
Act company under the former Act;(b)shall be determined in accordance with this Act.

(3) If the dissolution of a former Act company is rescinded in accordancewith this section, the company shall be restored to the Register
maintained under this Act.

Delivery of records

388. As soon as practicably possible after the Act commencement date, the person
who, immediately before the Act commencement date, was the registrar under
the former Act, shall deliver to the Registrar (under this Act) all records in its
power, possession or control kept pursuant to the former Act.

Transition for former
Act companies

389. (1) Notwithstanding any other provision of this Act but subject to subsection(2), every former Act company shall have a period of three months fromthe Act commencement date to comply with the provisions of this Act
relating to —(a)the keeping of registers and records; and(b)

the furnishing of annual returns.

(2) Every former Act company shall have a period of twelve months fromthe Act commencement date to comply with —(a)section 126(2) (notice of location of minutes and resolutions ofmembers);(b)

section 157(2) (notice of location of minutes and resolutions of
directors); and(c)section 179 (register of charges).

(3) Subject to subsection (4), it shall not be mandatory for a former Act
company to amend its memorandum or articles to comply with this Act
but to the extent of any inconsistency between —(a)a former Act company‘s memorandum or articles; and(b)this Act,

this Act shall prevail.

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Supplement of the Official Gazette[10th August 2016](4) Where a former Act company‘s memorandum or articles refers to a
provision in or requirement under a former Act, that reference in theformer Act company‘s memorandum or articles to such requirement orprovision shall be deemed to be varied and construed as if, as near as
possible, it complied with the analogous provision or requirement under
this Act.
(5) If, as at the Act commencement date, a former Act company hascommenced (but not completed) winding up under sections 87 to 95 of
the former Act, the company‘s winding up and dissolution may —(a)proceed and be completed in accordance with sections 87 to 95
of the former Act as if those provisions still applied; or(b)be recommenced and completed in accordance with theprovisions of Part XVII of this Act.

(6) Where the Registrar issues a certificate of dissolution of a former Act
company pursuant to subsection (5)(a), the certificate shall have the same
effect as if it was a certificate of dissolution issued by the Registrar underPart XVII of this Act.

390. (1) Every company shall have a period of twelve months from the Actcommencement date to comply with —(a)section 152 (Filing of register of directors with Registrar); and(b)Part XX of this Act (Obligations relating to Beneficial
Owners).

(2) For the purposes of compliance with section 152 (Filing of register of
directors with Registrar), it shall be sufficient if —(a)the first register of directors filed by a company with theRegistrar only contains particulars of its current directors as at
the date of filing; and(b)

any subsequent register of directors filed by a company with
the Registrar only contains particulars of its directors as fromthe date of filing of the first register of directors filed under
section 152.

(3) Subject to subsection (4), section 347 (Inspection of documents filed) andsection 348 (Copies of documents filed) shall not apply in respect of acompany‘s copy register of directors filed with the Registrar under
section 152 (Filing of register of directors with Registrar) until and fromthe date occurring two years after the Act commencement date.

Transition for allcompanies

[10th August 2016]

Supplement of the Official Gazette(4) As from the Act commencement date the Seychelles Revenue
Commission and the Financial Intelligence Unit shall have the right(without charge) to inspect a company‘s copy register of directors filedwith the Registrar under section 152 (Filing of register of directors with
Registrar).

References tocompanies in otherenactments

391. A reference in any written law to a company incorporated, registered orcontinued under the former Act shall, unless the context otherwise requires,be read as including a reference to a company incorporated, re-registered orcontinued under this Act.

Repeal of Cap 100A

392. The International Business Company Act, 1994 (Cap 100A) is hereby repeal.

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Supplement of the Official Gazette[10th August 2016]

FIRST SCHEDULE[Section 9(1)(b) and Section 214(1)(b)]PART IINCORPORATION APPLICATION

An incorporation application form shall require an applicant to provide (at minimum) the following
information —1. The proposed company name;
2. The proposed registered office address;
3. The full name and address of the proposed first registered agent of the company;
4. Whether the company is to be a company limited by shares, company limited by guarantee orcompany limited by guarantee and having shares;
5. In the case of a protected cell company, a statement that the written consent of the Authority
under section 221 has been given;
6. A statement that the requirements of the Act with respect to incorporation have been compliedwith.

[10th August 2016]

Supplement of the Official Gazette

245

PART IICONTINUATION APPLICATION

A continuation application form shall require an applicant to provide (at minimum) the following
information —1. The existing name of the company;
2. The proposed name of the company upon continuation;
3. The proposed registered office address in Seychelles;
4. The full name and address of the proposed registered agent of the company;
5. Whether the company is to be a company limited by shares, company limited by guarantee orcompany limited by guarantee and having shares;
6. In the case of a protected cell company, a statement that the written consent of the Authority
under section 221 has been given;
7. A statement that the requirements of the Act with respect to continuation have been compliedwith.

__________________

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Supplement of the Official Gazette[10th August 2016]

SECOND SCHEDULE
PART IINCORPORATION AND ANNUALFEESDESCRIPTION

FEE(section 9(1))(a) Fee for incorporation of an international business company (otherthan a protected cell company)

US$100(section 221)(b) Application fee for Authority‘s consent to incorporate, continue as,or to convert a company into, a protected cell company(section 9(1))(c) Fee for incorporation of a protected cell company

US$200

US$500(section 12)(d) Annual fee - international business company (other than aprotected cell company)(section 12)
Annual fee – protected cell company__________________

US$100

US$500[10th August 2016]

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Supplement of the Official Gazette
PART IIMISCELLANEOUS FEESDESCRIPTION

FEE

Note – No fee under Part II of the Second Scheduleshall be payable by the Seychelles Revenue
Commission, the Financial Intelligence Unit or other
Seychelles government body in the course of official
business in respect of any inspection by it of company
documents filed with, or register kept by, theRegistrar, or for any certificate of good standing or
certificate of official search issued by the Registrar(section23)(a) Registration of a certified copy or extract of aresolution, other than an amendment under
section 30, amending the memorandum or
articles of a company —(i) filed within 30 days after the date of theresolution;

(i)

US$50

(ii)

US$100(No fee will apply under thisparagraph for filing an extract
resolution changing registered agent– as the fee specified in paragraph (l)applies instead)(ii) filed more than 30 days after the date of
the resolution.
(section 24)

US$50(b) Filing a restated and amended memorandum or
articles of a company(exclusive of fee for filinga certified copy or extract of the amendment
approval resolution under paragraph (a))

Provided that no fee shall be payable
in respect of filing a restated andamended memorandum and articles(changing the company‘s name) filed
pursuant to a direction made by theRegistrar under section 31(1)Note – No filing fee is payable in respect of a restatedand amended memorandum and articles of a former
Act company filed within 2 years of the Actcommencement date(section 29(3))(c) For the continued reservation of a name for
future adoption by a company

US$25

248

[10th August 2016]

Supplement of the Official Gazette(section 30 and 31)

(i)

US$50

(d) Registration of a certified copy or certified
copy or extract of a resolution amending thememorandum or articles of a company
including a change of company name under
section 30 —(ii)

US$100(i) filed within 30 days after the date of theresolution;

Provided that no fee shall be payable
in respect of a name change
resolution extract filed pursuant to a
direction made by the Registrar
under section 31(1)(ii) filed more than 30 days after the date of
the resolution(section 152(1) and (2))(e) For filing of a copy register of directors of acompany

No fee for a ,first filing‘ under
section 152(1);US$25 for each subsequent filingunder section 152(2)(section 162)

US$50(f) For filing of a certified copy or extract of theresolution of registered office of a company(subject to paragraph g below)(No fee will apply under thisparagraph for filing an extract
resolution changing both theregistered office and registered agent– as the fee specified in paragraph (l)applies instead)(section 163(2))(i)

US$5 per company for the first
500

(ii)

US$2.50 per company for the
next 600(g) For filing notices of change of registered officeconsequent upon a change of the registeredagent‘s principal place of business in relation
to one or more companies, or a combined
notice under subsection (4), for:(i) 1 – 500 companies(iii) nil fee in respect of any morecompanies (subject to payment
being made on the first 1100)(ii) 501 – 1100 companies(iii) 1101 companies or more

(section 165(3))(h) (A notice of appointment (note – this fee does
not apply if a notice of change of registeredagent is filed under section 169; referparagraph l below)

US$50

[10th August 2016]

249

Supplement of the Official Gazette(section 166(2))(i) For filing notices of change of name ofregistered agent in relation to one or morecompanies, or a combined notice undersubsection (4), for:(i) 1 – 500 companies(ii) 501 – 1100 companies(i)

US$5 per company for the first
500

(ii)

US$2.50 per company for the
next 600(iii) nil fee in respect of any morecompanies (subject to payment
being made on the first 1100)(iii) 1101 companies or more

(section 167(4))Nil(j) For filing of a notice of resignation asregistered agent of a company(section 168(4))US$25(k) For filing of a notice of ceasing to be eligible toact as registered agent of a company(section 169(2))US$50(l) For filing of a certified copy or extract
resolution of change of registered agent of acompany(section181)

US$125(m) For filing application to register a charge(section182)

US$75(n) For filing an application to register a variationof a registered charge(section 183)(o) For filing an application to register a notice ofsatisfaction or release of charge

US$75

250

Supplement of the Official Gazette(sections 192 and 194)

US$100(p) For filing an application for conversion of an
ordinary company into international businesscompany or vice-versa(section 196 and 198)

US$300(q) For filing an application for conversion of anon-cellular company into protected cellcompany or vice-versa(section 202(2) and 203(6))

US$500(r) For filing application to register articles ofmerger or consolidation(section 208(8))

US$500(s) For filing application to register articles ofarrangement(section 214(2))

US$100(t) For the continuation of a foreign company as
an international business company (other thana protected cell company)(section 214(2))

US$500(u) For the continuation of a foreign company as aprotected cell company(section217(3))US$50(v) For the registration of a notice of continuation
outside of Seychelles(section 271(3))(w) Inspection of Register of Disqualification
OrdersUS$25[10th August 2016]

[10th August 2016]251

Supplement of the Official Gazette(section276(1))(i)

US$300(x) For the restoration of the name of a company to
the Register by the Registrar:(ii)

US$600(i) if the application for restoration is made6 months or less after the date that thename of the company was struck fromthe Register; or(ii) if the application for restoration is mademore than 6 months after the date thatthe name of the company was struck
from the Register.

(section 277(6))

US$600(y) For filing with the Registrar of a sealed copy ofan order of the Court for the restoration of thename of a company to the Register(sections 285(1), 293(1), 303(1) and 317(1))US$50(z) For filing(i) a copy or extract of a resolution that acompany be voluntarily wound up, or(ii) a copy or extract of a resolution
rescinding a company‘s voluntary
winding up or(iii) a copy of the compulsory winding up
order(section 297(1), 308(1) and 326(1))US$75(aa) For filing of liquidator‘s notice that a
voluntary liquidation or compulsory of acompany has completed (inclusive of issue ofcertificate of dissolution by Registrar)(section 347)(bb) An inspection of the Register of International
Business Companies

US$10

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Supplement of the Official Gazette(section 347)

US$10(cc) An inspection of the file of a company(section 347)

US$10(dd) An inspection of the Register of Registered
Charges (per company)(section 348)

US$1(ee) Per page for obtaining a copy of any document
available on inspection(section 349)

US$10(ff) For the filing of a copy of a register ofmembers, register of charges or register ofbeneficial owners(section 350)

US$50(gg) For the filing of annual financial statement(section 351)

US$25(hh) A certificate of good standing(section 352)

US$25(ii) A certificate of official search(section 384(1))Nil(jj) A certificate of re-registration – per company(kk) Upon the permitted filing with the Registrar ofany document relating to a company other thanthose set out in this Schedule

US$50[10th August 2016]

[10th August 2016]

Supplement of the Official Gazette
THIRD SCHEDULE(Section 26)
RESTRICTED WORDS

PART I„Bank“„Building Society“„Chamber of Commerce“„Chartered“„Cooperative“„Credit Union“„Government“„Licensing“„Municipal“„Parliament“„Police“„Royal“„Tribunal“„Stock Exchange“
or a word or abbreviation conveying a similar meaning

PART II„Airline“„Assurance“„Bitcoin“„Bureau de Change“„Casino“„Charity“„College“„Council“„Foundation“„Fund“„Gambling“„Gaming“„Hospital“„Insurance“„Insurer“„Lottery“„Military“„Mutual Fund“„Pharmacy“„Polytechnic“„Reinsurance“„School“„Securities“
Seychelles“„Sovereign“„State“„Trust“„Trustee“„Union“„University“and such other words as may be prescribed in writing in guidelines issued by the Registrar

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Supplement of the Official Gazette[10th August 2016]

FOURTH SCHEDULE(Section 28)
LANGUAGE OF COMPANY NAMES

1.

(1) The name of a company may be expressed in any language, but where thename is not in the English or French language a translation of the name in
the English or French language shall be given to the Registrar certified astrue and accurate by an acceptable translator (as defined in section 2(1) of
the Act) or by the registered agent of the company or proposed company.

Language ofcompany name(2) The registered agent shall not give a certificate under sub-paragraph (1),unless it has obtained the translation from or had it confirmed by anacceptable translator.
(3) Where the name of a company is not in the English or French language,
the Registrar shall include the name and the English or French languagetranslation of it on the company‘s certificate of incorporation, continuationor conversion.

2.

(1) Subject to paragraph 4and where the name of a company is in the English
or French language, on an application made under paragraph 3, theRegistrar may register a company with an additional foreign character
name.
(2) Where a company is registered with an additional foreign character name—(a)the memorandum shall contain a statement that the company
has a foreign character name in addition to its name and shallstate the foreign character name; and(b)wherever the name of the company appears in the memorandum
or articles, there shall also be a reference to the foreign
character name.

(3) A company shall not be registered with a foreign character name that is —(a)identical to a foreign character name that is registered, or has
been registered, to another company under the Act; or(b)so similar to a foreign character name that is registered, or has
been registered, to another company under the Act that the useof the name would, in the opinion of the Registrar, be likely to
confuse or mislead.

Additional foreign
character names

[10th August 2016]

Supplement of the Official Gazette(4) Notwithstanding sub-paragraph (3)(b), the Registrar may register acompany with an additional foreign character name that is similar to theforeign character name of another company if both companies areassociates.

Application for
approval andregistration of
additional foreign
character name3.

(1) An application to the Registrar for the approval and registration of aforeign character name may be made together with the application toincorporate or continue the company or at any time thereafter.
(2) An application under sub-paragraph (1) shall be in the approved form andshall be accompanied by —
(a)

(b)

a statement certified an acceptable translator or by the registeredagent of the company or proposed company —(i)confirming whether or not the foreign character name isa translation of, or has a meaning equivalent to, the nameor proposed name of the company; and(ii)

specifying the meaning or, where it has more than one
possible meaning, the meanings of the foreign character
name; and

where the application is in relation to an existing company, acertified copy or extract amendment resolution under section 23
and 30 and, if the company has resolved to do so, a restatedmemorandum and articles under section 24.

(3) The registered agent shall not give a statement under subsection (1),unless it has obtained the statement from or had it confirmed by anacceptable translator.

Approval of foreign
character name4.

(1) The Registrar shall not approve a foreign character name if —(a)the name does not comply with the Act; or(b)

the Registrar considers that —(i)the name is offensive or objectionable; or(ii)

it would be contrary to public policy or the public interest
to register the name.

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Supplement of the Official Gazette[10th August 2016](2) The Registrar may refuse to approve a foreign character name if —(a)

he is not satisfied that he understands the full or true meaningof the name, whether by reason of the accuracy of thetranslation, the context in which the name will, or may be, usedor otherwise; or(b)

it is not, whether for technical or other reasons, practicable toregister the name.

(3) On approving a foreign character name, whether on incorporation,
continuation, change of name or otherwise, the Registrar shall —

5.

(a)

register the foreign character company name against thecompany in the Register of Companies; and(b)issue a certificate of incorporation, continuation or registrationof additional foreign character name, as appropriate, whichshall —
(i)

indicate that the company has a foreign character namein addition to its name; and(ii)state both its name and the foreign character name.

(1) If a company that has a foreign character name applies to change its
foreign character name, it shall file with the application for a change of
name, the documents specified in paragraph 3(2).

Change of namewhere company has
foreign character
name(2) Where a company applies to change its foreign character name,paragraph 4 applies, mutatis mutandis.
6.

(1) A company that is registered with a foreign character name may apply to
the Registrar for the deregistration of its foreign character name.
(2) An application under sub-paragraph (1) shall be in the approved form andshall be accompanied by a certified copy or extract amendment resolution
under section 23 and 30 and, if the company has resolved to do so, arestated memorandum and articles under section 24.
(3) On an application under sub-paragraph (1), the Registrar may deregister
the foreign character name and remove it from the Register.
(4) If the Registrar deregisters the foreign character name of a company, heshall issue a certificate of deregistration of the foreign character name.

Deregistration offoreign charactername[10th August 2016]
Powers of Registrar in
relation to foreign
character names

7.

Supplement of the Official Gazette(1) Without prejudice to sub-paragraphs (2) to (6), sections 25, 26 and 31
shall apply mutatis mutandis to foreign character names.
(2) The Registrar may issue a notice under sub-paragraph (3) to a company
if —
(a)

(b)

the Registrar considers that the company‘s foreign charactername —(i)does not comply with the Act or is offensive or
objectionable; or(ii)

is contrary to public policy or to the public interest for
the foreign character name to remain on the Register; orthe Registrar forms the opinion that it does not understand thefull or true meaning of the name.

(3) Where sub-paragraph (2) applies, the Registrar may issue a notice to thecompany directing it to apply to change its foreign character name to aforeign character name approved by the Registrar on or before a datespecified in the notice, which shall be not less than fourteen days after
the date of the notice.
(4) If a company that has received a notice under sub-paragraph (3) fails tofile an application to change its foreign character name to a foreign
character name approved by the Registrar on or before the date specified
in the notice, the Registrar may deregister the name.
(5) Where the Registrar deregisters a foreign character name under thisregulation, it shall issue a certificate of change of name to the company.
(6) Where a company‘s foreign character name has been deregistered under
this paragraph it shall, within fourteen days of the date of the certificate
of change of name, file a certified copy or extract amendment resolution
under section 23 and 30 and, if the company has resolved to do so, arestated memorandum and articles under section 24.
__________________

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Supplement of the Official Gazette[10th August 2016]

FIFTH SCHEDULE(Section 32)
REUSE OF COMPANY NAMES

1.

In this Schedule, unless the context otherwise requires —„Act“ means the International Business Companies Act;
„change date“ means the date on which the first company changed its name;„discontinued company“ means a company in respect of which the Registrar
has issued a certificate of discontinuance under section 217(4)(a) of the Act;
„dissolved company“ means a company that has been dissolved under the Act
or the former Act;„first company“ means —
(a)

(b)

the company or former Act company that has, as the case may be —(i)changed its name;(ii)

been dissolved under the Act or a former Act; orthe discontinued company;„insolvent“ means as defined in section 299 of the Act;
„insolvent company“ —
(a)

(b)

means —
(i)an insolvent company that is in liquidation under Sub-Part
III or Sub-Part IV of Part XVII of the Act; or(ii)

a company that has been dissolved following thecompletion of its liquidation under Sub-Part III or SubPart IV of Part XVII of the Act;

does not include a company that has been dissolved for seven years
or more;„second company“ means the company that seeks to use the name of the firstcompany, whether on incorporation, continuation or through a change ofname.

Interpretation for
Schedule

[10th August 2016]
Register may permit
reuse of company name2.

Supplement of the Official Gazette(1) Where permitted under paragraphs 3 or 4, the Registrar may incorporate
or continue a company under, or register a change of name of a company
to, a name that is identical or similar to the name of —
(a)

(b)

a company or former Act company that has —(i)changed its name; or(ii)been dissolved under the Act or the former Act; ora discontinued company.

(2) Paragraphs 3 and 4 are subject to paragraphs 6 and 7.
(3) Nothing in paragraphs 3 to 7 is intended to give a company, whether the
first company or the second company, any entitlement to the transfer ofthe name from the first company to the second company.

Use of changed name3.

(1) Where the first company is a company that has changed its name, theRegistrar may permit the previous name of the first company, or a namesimilar to the previous name of the first company, to be registered to asecond company —(a)at any time after the expiry of a period of seven years from thedate that the first company changed its name; or(b)

if the first company provides its written consent —(i)where the Registrar is satisfied that the change of nameis part of a genuine sale of the business or undertaking,or a substantial part of the business or undertaking, of thefirst company to the second company, at any time after
the first company has changed its name;(ii)

where the Registrar is satisfied that the first company andthe second company are associated, at any time after the
first company has changed its name; or(iii)

in any other cases, after the expiry of a period of three
years from the date that the first company changes its
name.

(2) Where a company has changed its name, and the name, or a similar name,has not yet been registered to a second company, the Registrar may
permit the company to change its name to its previous name or a similar
name.

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Supplement of the Official Gazette[10th August 2016]

4.

Where the first company is a dissolved company, the Registrar may permit thename of the first company, or a name similar to the name of the first company,
to be registered to a second company at any time after the date that the firstcompany was dissolved.

Use of name ofdissolved company

5.

(1) Where the first company is a discontinued company, the Registrar may
permit the name of the first company, or a name similar to the name of
the first company, to be registered to a second company at any time after
the expiry of a period of seven years from the date of the certificate ofdiscontinuance issued in respect of the first company.

Use of namediscontinued
company(2) If a discontinued company is subsequently continued under the Act, theRegistrar may permit the company to be continued under its previous
name, as stated in the certificate of discontinuance, unless the name has
been reused in accordance with this Schedule.
6.

7.

The Registrar shall not permit a name, including a similar name, to beregistered to —(a)more than two different companies; or(b)more than twice to the same company, in any period of sevenyears.

(1) Paragraphs 2 to 5 do not apply where the first company is an insolvent
company.
(2) If the first company is an insolvent company, the name of the firstcompany, or a name similar to the name of the first company, may only
be registered to a second company —(a)if the liquidator has sold the business or undertaking, or asubstantial part of the business or undertaking, of the firstcompany to the second company; or(b)with the leave of the Court.
____________________

Restrictions on
multiple uses ofsame or similar
names

Restrictions onreuse of names of
insolventcompanies

[10th August 2016]

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Supplement of the Official Gazette
SIXTH SCHEDULE(Section 171)
ANNUAL RETURN CONTENT

The annual return shall be in such form as the Registrar directs or approves and shall be required (atminimum) to state and declare that as at the date of the annual return —1. The Company is keeping accounting records in accordance with the requirements of the Act, which
accounting records are kept at the following location(s):[insert physical address of each location of accounting records]
2. The Company is keeping minutes of meetings and copies of written resolutions of members anddirectors in accordance with the requirements of the Act (together referred to as „minutes andresolutions“), which minutes and resolutions are kept at the following location(s):[insert physical address of each location of minutes and copy resolutions]3. Where the Company is requested pursuant to a written law of Seychelles to furnish all or any of its
accounting records and minutes and resolutions or copies thereof, it will cause the requested
accounting records and minutes and resolutions or copies thereof to be furnished to the requesting
party in Seychelles within the time period specified in the request.

I certify that this is a correct copy of the Bill which was passed by the National Assembly on 26th July,2016.

Ms. Luisa Waye-Hive
Deputy Clerk