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Seychelles International Business Companies Act 2016

Seychelles Company Law

On 1st December 2016, a new International Business Companies Act, 2016 came into effect in Seychelles. The new Act is a comprehensive rewrite of the IBC Act 1994 aimed at modernising Seychelles company law and further enhancing Seychelles status as a international business and financial centre. You will find below the key extracts from the International Business Companies Act, 2016 along with the full act.

§25. Company Name

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".

(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 the abbreviated 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 a company‘s name, a full-stop may be inserted at the end of the abbreviation.

§161. Registered Office

(1) Subject to subsection (2), a company shall at all times have a registered office in Seychelles.

(2) The registered office of a company shall be the same address as the principal place of business in Seychelles of its registered agent.

(3) Subject to subsection (2), the registered office of a company is—

  • (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 the Registrar.

§164. Registered Agent

(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.

§13. Memorandum of association

(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 the presence of at least one witness who shall attest the signature and insert his own name and address.

§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 date of the memorandum;

§133. Directors

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

(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;

§277. Company Restoration

(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 the struck 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 the company 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.
Seychelles Company Formation
  • It takes 2 days to incorporate your Seychelles company
  • 1 director of any nationality is required
  • 1 shareholder of any nationality is required
  • To order your Seychelles company click here.