Seychelles Company Incorporation.
Seychelles Company Incorporation. A company incorporated under this INTERNATIONAL BUSINESS COMPANIES ACT [1st January 1995] may be:
- A company limited by shares and having the liability of its shareholders limited to the amount, if any, unpaid on the shares held by each of them;
- A company limited by guarantee not having a share capital and having the liability of its guarantee members limited to such amount as the members may each undertake to contribute to the assets of the company in the event of its being wound up; or
- A company limited by guarantee and having a share capital.
In the case of a company limited by guarantee, whether or not having a share capital, at least one of its members shall be a guarantee member and where the company has a share capital, a guarantee member may also be a shareholder.
Seychelles Company Incorporation – Restrictions on incorporation.
A company shall not be incorporated under International Business Companies Act unless immediately upon its incorporation the company is an International Business Company.
Seychelles Company Incorporation – Requirements of International Business Company
An International Business Company is a Company that does not:
- carry on business in Seychelles;
- own an interest in immovable property situate in Seychelles, or a lease of immovable property situate in Seychelles
- carry on banking as defined in the Financial Institutions Act, 2004;
- carry on business as an insurance or a reinsurance company; or
- carry on the international corporate services, international trustee services or
- foundation services as defined in the International Corporate Service Providers Act, 2003.
An International Business Company shall not be treated as carrying on business in Seychelles by reason only that:
- it makes or maintains its deposits with a person carrying on business within Seychelles;
- it makes or maintains professional contact with counsel and attorneys, accountants, bookkeepers, trust companies, management companies, investment advisers or other similar persons carrying on business within Seychelles;
- it prepares or maintains its books and records within Seychelles;
- it holds, within Seychelles, meetings of its directors or members;
- it holds a lease of property for use as an office from which to communicate with members or where books and records of the company are prepared or maintained;
- it holds shares, debt obligations or other securities in a company incorporated under this Act or under the Companies Act;
- it holds bonds, treasury bills and other securities issued by the Government of Seychelles or the Central Bank of Seychelles;
- shares, debt obligations or other securities in the company are owned by any person resident in Seychelles or by any company incorporated under this Act or under the Companies Act;
- it owns or manages a vessel registered in the Republic under the Merchant
- Shipping Act, or an aircraft, so registered under the Seychelles Civil Aviation Authority Act, 2005; or
- it operates as a mutual fund under the Mutual Fund and Hedge Fund Act, 2008.
A member, director, officer, agent or liquidator of a company incorporated under International Business Companies 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.
Seychelles Company Incorporation – 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.
Seychelles Company Incorporation – Powers in Offshore Seychelles Company
Subject to any limitations in its Memorandum or Articles, a company incorporated under above Act has the power, irrespective of corporate benefit, to perform all acts and engage in all activities necessary or conducive to the conduct, promotion or attainment of the objects or purposes of the company, including the power to do the following:
- issue registered shares;
-Issue the following
- voting shares;
- non-voting shares;
- shares that may have more or less than one vote per share;
- shares that may be voted only on certain matters or only upon the occurrence of certain events;
- shares that may be voted only when held by persons who meet specified requirements;
- no par value shares;
- unnumbered shares;
– issue common shares, preferred shares, or redeemable shares;
– issue shares that entitle participation only in certain assets;
– issue options, warrants or rights, or instruments of a similar nature, to acquireany securities of the company;
– issue securities that, at the option of the holder thereof or of the company or upon the happening of a specified event, are convertible into, or exchangeable
for, other securities in the company or any property then owned or to be owned by the company;
– purchase, redeem or otherwise acquire and hold its own shares;
– guarantee a liability or obligation of any person and to secure any of its obligations by mortgage, pledge or other charge, of any of its assets for that purpose; and
– protect the assets of the company for the benefit of the company, its creditors and its members, and at the discretion of the directors, for any person having a direct or indirect interest in the company.
Name of Seychelles Offshore company
The name of a company may be expressed in any language but where the name is not in a national language a translation and transliteration of the name in English or French shall be given.
No company shall be incorporated under the International Business Companes Act under a name that:
- is identical with that of a statutory corporation or that under which a company in existence is already incorporated under this Act or registered under the Companies Act or so nearly resembles the name of another company as to be calculated to deceive, except where the company in existence gives its consent;
- contains the words “Assurance”, “Bank”, “Building Society”, “Chamber of Commerce”, “Chartered, “Cooperative”, “Imperial”. “Insurance”, “Municipal”, Trust”, “Foundation”, or a word conveying a similar meaning, or any other word that, in the opinion of the Registrar, suggests or is calculated to suggest the patronage of or any connection with Seychelles or the Government of Seychelles or with the Government of any other country or the Government of that country;
- is indecent, offensive or, in the opinion of the Registrar is otherwise objectionable or misleading or being confused with another company wherever registered, or is a registered trademark in Seychelles or elsewhere, or a product.
A company may amend its Memorandum to change its name.
Seychelles Company Incorporation. Registered Office and Agent
A company shall at all times have a registered office in Seychelles which shall be the same address as that of its registered agent.
The directors of the company may change the address of the registered office of the company, which change shall be notified to the Registrar.
Where a company has not been struck off prior to the International Business Companies (Amendment) Act 2011, the company shall comply within three months of the commencement of this Act.
A company shall at all times have a registered agent in Seychelles who is licensed to provide international corporate services under the International Corporate Service Providers Act, 2003.
An Application made or a document required to be submitted to the Registrar, shall be made or submitted through the registered agent who shall verify in writing the signature of any person appearing on the application or document.
The registered agent shall accept service on behalf of the company of any notice by the Registrar, and any service of such notice accepted by its registered agent shall be deemed to have been accepted by the company.
Seychelles Company Incorporation – Directors, Officers, Agents and Liquidators
Management by directors
Seychelles Company Incorporation. Subject to any limitations in its Memorandum or Articles, the business and affairs of a company shall be managed by a board of directors that consists of one or more persons who may be individuals or companies.
Election and removal of directors
The first directors of a company shall be elected by the subscribers to the Memorandum; and thereafter, the directors shall be elected by the members for such term as the members may determine and where permitted by the Memorandum or Articles of a company, the directors may also elect directors for such term as the directors may determine.
Each director holds office until his successor takes office or until his earlier death, resignation or removal or in the case of a company upon the making of an order for the winding up or dissolution of the company or upon the removal of a defunct company otherwise than pursuant to a winding-up order.
Subject to any limitations in the Memorandum or Articles –
- a director shall cease to hold the office of director if a majority of the directors, require his resignation in writing;
- a director may resign his office by giving written notice of his resignation to the company and the resignation has effect from the date the notice is received by the company or from such later date as may be specified in the notice.
- Subject to any limitations in the Memorandum or Articles, a vacancy in the board of directors may be filled by a resolution of members or of a majority of the remaining directors.
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.
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.
Emoluments of directors
Subject to any limitations in the Memorandum or Articles, the directors may, by are solution of directors, fix the emoluments of directors in respect of services to be rendered in any capacity to the company.
Committee of directors
The directors may, by a resolution of directors, designate one or more committees, each consisting of one or more directors.
Subject to any limitations in the Memorandum or Articles, each committee has such powers and authority of the directors, including the power and authority to affix the common seal, if any, of the company, as are set forth in the resolution of directors establishing the committee, except that no committee has any power or authority with respect to the matters requiring a resolution of directors.
Meeting of directors
Subject to any limitations in the Memorandum or Articles, the directors of a company incorporated under this Act may meet at such times and in such manner and places within or outside Seychelles as the directors may determine to be necessary or desirable.
A director shall be deemed to be present at a meeting of directors if :
- he participates by telephone or other electronic means; and
- all directors participating in the meeting are able to hear each other and recognise each other’s voice and for this purpose participation constitutes prima facie proof of recognition.
Notice of meetings of directors
Subject to a requirement in the Memorandum or Articles to give longer notice, a director shall be given not less than 2 days notice of meetings of directors.
Notwithstanding subsection but subject to any limitations in the Memorandum or Articles, a meeting of directors held in contravention of that subsection is valid if all the directors, or such majority thereof as may be specified in the Memorandum or Articles entitled to vote at the meeting, have waived the notice of the meeting; and for this purpose, the presence of a director at the meeting shall be deemed to constitute waiver on his part.
The inadvertent failure to give notice of a meeting to a director, or the fact that a director has not received the notice, does not invalidate the meeting.
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.
Consents – Seychelles Company Incorporation
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.
The directors may, by a resolution of directors appoint any person, including a person who is a director, to be an officer or agent of the company.
Subject to any limitations in the Memorandum or Articles, each officer or agent has such powers and authority of the directors, including the power and authority to affix the common seal, if any, of the company, as are set forth in the Articles or in the resolution of directors appointing the officer or agent, except that no officer or agent has any power or authority with respect to the matters requiring a resolution of directors under section 45 and this section.
The directors may remove an officer or agent appointed and may revoke or vary a power conferred on him.
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.
Reliance on records and reports
Every director, officer, agent and liquidator of the company, in performing his functions is entitled to rely upon the Share Register, the books of accounts and records and the minutes and copies of consents to resolutions 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.
The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the company and as to whether the person had no reasonable cause to believe that his conduct was unlawful is, in the absence of fraud, sufficient for the purposes of this section, unless a question of law is involved.