This Act was repealed on 2016-12-01 by International Business Companies Act, 2016.
International Business Companies Act
Related documents
- Is repealed by International Business Companies Act, 2016
Seychelles
International Business Companies Act
Chapter 100A
- Commenced on 1 January 1995
- [This is the version of this document at 1 December 2014.]
- [Repealed by International Business Companies Act, 2016 (Act 15 of 2016) on 1 December 2016]
Part I – Preliminary
1. Short title
This Act may be cited as the International Business Companies Act.2. Interpretation
Part II – Constitution of companies
3. Incorporation
Subject to the requirements of this Act, one or more persons may, by subscribing to a Memorandum incorporate a company under this Act.3A. Company limited by shares or guarantee
4. Restrictions on incorporation
A company shall not be incorporated under this Act unless immediately upon its incorporation the company is an International Business Company.5. Requirements of International Business Company
6. Effect of failure to satisfy requirement of section 5
7. Personal liability
A member, director, officer, agent or liquidator of a company incorporated under this Act shall not be liable for any debt, obligation or default of the company unless it is proved that he did not act in good faith or unless it is specifically provided in this Act or in any other law for the time being in force in Seychelles and except in so far as he may be liable for his own conduct or acts.8. Business objects or purposes
A company may be incorporated under this Act for any object or purpose not prohibited by this Act or by any other law for the time being in force in Seychelles.9. Powers
10. Validity of acts of company
11. Name of company
12. Memorandum
13. Articles
14. Registrar and incorporation of companies
15. Certificate of incorporation
Where the Registrar issues a certificate of incorporation of a company, the company is, from the date shown on the certificate of incorporation, a body corporate under the name contained in the Memorandum subject to any limitations imposed by the Memorandum and to the provisions of this Act.16. Certificate to be evidence of compliance
A certificate of incorporation of a company incorporated under this Act issued by the Registrar shall be prima facie evidence of compliance with all requirements of this Act in respect of incorporation.17. Amendment of Memorandum or Articles
18. Copies of Memorandum and Articles to members
A copy of the Memorandum and a copy of the Articles shall be given to any member who requests a copy on payment by the member of such amount as the directors may determine to be reasonably necessary to defray the costs of preparing and furnishing them.Part III – Capital and dividends
19. Consideration of shares
Subject to any limitations in the Memorandum or Articles, each share in a company incorporated under this Act shall be issued for money or other valuable consideration.20. Amount of consideration
21. Fractional share
Subject to any limitations in its Memorandum or Articles, a company incorporated under this Act may issue fractions of a share and unless and to the extent otherwise provided in the Memorandum or Articles, a fractional share has the corresponding fractional liabilities, limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a share of the same class or series of shares.22. Capital and surplus accounts
23. Dividends of shares
24. Increase or reduction of authorised capital
25. Division and combination
26. Nature of share
Shares of a company incorporated under this Act are movable property and are not of the nature of immovable property.27. Share certificates
28. Share Register
28A. Guarantee Member Register
29. Rectification of Share Register
30. Transfer of registered shares
31. Transfer of shares
A transfer of registered shares of a deceased or bankrupt member of a company incorporated under this Act, made by its personal representative, guardian or trustee, as the case may be, or owned by a person as a result of a transfer from a member by operation of law, is of the same validity as if the personal representative, guardian, trustee or transferee respectively had been the registered holder of the shares at the time of the execution of the instrument of transfer;[section 31 repealed and substituted by Act 7 of 2009 with effect from 1 June 2009][marginal note to section 31 amended by Act 15 of 2013 with effect from 16 December 2013]32. Seizure
33. Acquisition of shares
34. Treasury shares disabled in respect of voting and dividends
Where shares in a company incorporated under this Act—35. Increase or reduction of capital
36. Dividends
37. Appreciation of assets
Subject to any limitations in its Memorandum or Articles a company incorporated under this Act may, by a resolution of directors, include in the computation of surplus for any purpose under this Act the net unrealised appreciation of assets of the company, and, in the absence of fraud, the decision as to the value of the assets is conclusive, unless a question of law is involved.Part IV – Registered office and agent
38. Registered office
39. Registered agent
39A. Procedure upon change of registered agent
40. Penalty for contravening sections 38 and 39
Part V – Directors, officers, agents and liquidators
41. Management by directors
Subject to any limitations in its Memorandum or Articles, the business and affairs of a company incorporated under this Act shall be managed by a board of directors that consists of one or more persons who may be individuals or companies.42. Elections and removal of directors
43. Number of directors
The number of directors shall be fixed by the Articles and, subject to any limitations in the Memorandum or Articles, the Articles may be amended to change the number of directors.44. Powers of directors
The directors shall have all the powers of the company that are not reserved to the members under this Act or in the Memorandum or Articles.45. Emoluments of directors
Subject to any limitations in the Memorandum or Articles, the directors may, by a resolution of directors, fix the emoluments of directors in respect of services to be rendered in any capacity to the company.46. Committee of directors
47. Meeting of directors
48. Notice of meetings of directors
49. Quorum for meetings of directors
The quorum for a meeting of directors is that fixed by the Memorandum or Articles; but where no quorum is so fixed a meeting of directors is properly constituted for all purposes if at the commencement of the meeting one half of the total number of directors are present in person or by alternate.50. Consents
Subject to any limitations in the Memorandum or Articles, an action that may be taken by the directors or a committee of directors at a meeting may also be taken by a resolution of directors or a committee of directors consented to in writing or by telex, telefax, telegram, cable or other written electronic communication, without the need for any notice.51. Alternate
52. Officers
53. Standard of care
Every director, officer, agent and liquidator of a company incorporated under this Act, in performing his functions, shall act honestly and in good faith with a view to the best interests of the company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.54. Reliance on records and reports
Every director, officer, agent and liquidator of a company incorporated under this Act, in performing his functions is entitled to rely upon the Share Register kept under section 28, the books of accounts and records and the minutes and copies of consents to resolutions kept under section 65 and any report made to the company by any other director, officer, agent or liquidator or by any person selected by the company to make the report.55. Conflict of interest
56. Indemnities
57. Insurance
A company incorporated under this Act may purchase and maintain insurance in relation to any person who is or was a director, an officer or a liquidator of the company, or who at the request of the company is or was serving as a director, an officer or a liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the company has or would have had the power to indemnify the person against the liability under section 56(1).Part VI – Protection of members and creditors
58. Meetings of members
59. Notice of meetings of members
60. Quorum for meetings of members
The quorum for a meeting of members for purposes of a resolution of members is that fixed by the Memorandum or Articles; but where no quorum is so fixed, a meeting of members is properly constituted for all purposes if at the commencement of the meeting there are present in person or by proxy shareholders representing more than one-half of the shares of each class or series thereof.61. Voting by members
62. Consents of members
Subject to any limitations in the Memorandum or Articles, an action that may be taken by members at a meeting of members may also be taken by a resolution of all members consented to in writing or by telex, telegram, telefax, cable or other written electronic communication, without the need for any notice.63. Service of notice on members
64. Service of process etc., on company
65. Duty to keep accounting records
66. Inspection of books and records
67. Contracts
68. Promoter's contracts
69. Notes and bills of exchange
Notwithstanding any other written law, a promissory note or bill of exchange shall be deemed to have been made, accepted or endorsed by a company incorporated under this Act if it is made, accepted or endorsed in the name of the company—70. Power of Attorney
71. Authentication and attestation of documents
72. Personal liability
If at any time there is no member of a company incorporated under this Act, any person doing business in the name of or on behalf of the company is personally liable for the payment of all debts of the company contracted during the time and the person may be sued therefor without joinder in the proceedings of any other person.Part VII – Merger, consolidation, sale of assets forced redemptions, arrangements and dissenters
73. Interpretation
In this Part—"consolidated company" means the new company that results from the consolidation of 2 or more constituent companies;"consolidation" means the fusion of 2 or more constituent companies into a new company;"constituent company" means an existing company that is participating in a merger or consolidation with one or more other existing companies;"merger" means the merging of 2 or more constituent companies into one of the constituent companies;"parent company" means a company that owns more than 50 percent of the outstanding voting shares of each class and series of shares in another company: Provided that for the purposes of section 75 it means a company that owns more than 90 percent of such shares as aforesaid;"subsidiary company" means a company more than 50 percent of whose outstanding voting shares are owned by another company: Provided that for the purposes of section 75 it means a company more than 90 percent of whose shares as aforesaid are owned by another company;"surviving company" means the constituent company into which one or more other constituent companies are merged.74. Merger and consolidation
75. Merger with subsidiary
76. Effect of merger or consolidation
77. Merger or consolidation with foreign company
78. Disposition of assets
Any sale, transfer, lease, exchange or other disposition of more than 50 percent, by value, of the assets of a company incorporated under this Act, other than a transfer pursuant to the power described under section 9(2), if not made in the usual manner or regular course of the business carried on by the company, shall be as follows—79. Redemption of minority shares
80. Arrangements
81. Rights of dissenters
Part VIII – Continuation
82. Continuation
83. Provisional registration
84. Certificate of continuation
A certificate of continuation issued by the Registrar under section 82(1)(d) or under section 83(3) shall be prima facie evidence of compliance with all requirements of this Act in respect of continuation.85. Effect of continuation
86. Continuation outside Seychelles
Part IX – Winding-up, dissolution and striking-off
87. Winding-up by resolution of directors
A company incorporated under this Act shall commence to wind up and dissolve by a resolution of directors upon the expiration of such time as may be prescribed in its Memorandum or Articles for its existence.88. Voluntary winding-up and dissolution
89. Powers of directors in winding-up and dissolution
Upon the commencement of a winding-up and dissolution required under section 87 or permitted under section 88 the directors may—90. Duties of liquidators
91. Powers of liquidator
92. Plans of dissolution and articles of dissolution
93. Rescinding articles of dissolution
94. Winding-up and dissolution of company unable to pay its claims, etc.
95. Winding-up and dissolution by the court
Notwithstanding the provisions of this Act relating to winding-up and dissolution, a company incorporated under this Act may be wound up by the court under any of the circumstances, insofar as they are applicable to a company incorporated under this Act, in which a company incorporated under the Companies Act may be wound up by the court and, in that case, the provisions of the Companies Act relating to winding-up by the court and dissolution apply mutatis mutandis to the winding-up and dissolution of the company.96. Receivers and managers
The provisions of the Companies Act regarding receivers and managers govern mutatis mutandis the appointment, duties, powers and liabilities of receivers and managers of the assets of any company incorporated under this Act.97. Striking off
98. Restoration to Register
99. Effect of striking off
100. Appointment of official liquidator
The court may appoint a person to be the official liquidator in respect of a company the name of which has been struck off the Register.101. Dissolution of company struck off
101A. Company to keep Register of hypothecations
Part X – Fees and penalties
102. Registration and other specified fees
103. Licence fees
A company the name of which is on the Register on 31st December in any year shall, before 31st July of the following year, pay to the Registrar an annual licence fee specified in Part II of the Schedule.104. Penalties payable to Registrar
Any penalty incurred under this Act shall be paid to the Registrar.105. Recovery of penalty
106. Companies struck off liable for fees etc.
A company incorporated under this Act continues to be liable for all registration or other specified fees, licence fees and penalties payable under this Act notwithstanding the name of the company has been struck off the Register and all those fees, licence fees and penalties have priority to all other claims against the assets of the company.107. ***
[repealed by Act 20 of 2011]108. Prior payment of fees
The Registrar may refuse to take action required of him under this Act for which a fee is prescribed until all fees have been paid.Part XI – Exemptions
109. Exemption
109A. ***
[repealed by Act 7 of 2009][section 109A inserted by Act 5 of 2000 with effect from 6 June 2000]Part XII – Miscellaneous
110. Regulations and rules of Court
111. Form of Certificate
Any certificate or other document required to be issued by the Registrar under this Act shall be in such form as the Registrar may approve.[section 111 amended by Act 20 of 2011 with effect from 27 December 2011]112. Certificate of good standing
113. Inspection of documents
114. Jurisdiction
For purposes of determining matters relating to title and jurisdiction but not for purposes of taxation, the situs of the ownership of shares, debt obligations or other securities of a company incorporated under this Act shall be Seychelles.115. Declaration by court
116. Court proceedings
117. Compliance inspection
118. Non-disclosure
The Registrar, the officers, employees, or authorised agent of the office of the Registrar, shall not disclose to a third party any information acquired in the performance of their functions, unless—119. Furnishing of annual report by companies
History of this document
01 December 2016
Repealed by
International Business Companies Act, 2016
01 December 2014 this version
Consolidation
01 January 1995
Commenced
Documents citing this one 2
Act 1
1. | International Business Companies Act, 2016 | 294 citations |
Gazette 1
1. | Seychelles Government Gazette dated 2017-01-09 number 2 |