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Seychelles Company Dissolution – Closing a Seychelles Company

If you no longer require your company and wish to have it struck off the company register we can assist with a Seychelles Company Dissolution.

There are many reasons a company may need to file for dissolution beyond simply ceasing trading or maybe not even getting started.

Other reasons include a retirement, merging with another company or being acquired.

Irrespective of the reason it is very important to take the necessary steps to dissolve the company correctly, don’t just leave it and walk away.  As a Director you need to comply with regulations as well as protect yourself from potential risk and fines.

If the application for commencement of dissolution for your company is submitted before due date, then no annual fees will need to be paid.

If your company is not under our administration, we will complete a company search and change of registered agent prior to starting the liquidation process:

  • Company Search – £148
  • Change of Registered Agent & Office – £320

Seychelles Company Dissolution fees

  • Company Search – £148
  • Our Service fee – £300
  • Disbursements  – £120
  • Seychelles Agent fee – £400
  • Change of Registered Agent and Registered Office – £320
  • Seychelles Liquidation fee – US$1000 to $2400 depending on dormant or trading company
  • 3% Bank transfer fee – for penalties, fees and charges to the Seychelles to cover exchange rate, bank charges and fees

Fees that are variable, may not apply but are specific to each company:

  • Seychelles FSA outstanding fees and penalties
  • Current Registered Agent Transfer Out fee and any fees outstanding to them.

Documents and Information needed by us

Company documents:

  1. Certificate of Incorporation
  2. Articles and Memorandum of Association
  3. Register of Directors, Shareholders and Ultimate Beneficial owner

 

Due Diligence Documents needed for each Director, Shareholder and the Ultimate Beneficial Owner:

  1. a duly certified copy of the proof of identification with a true likeness statement – the following wording must be on it: I certify that I have seen and compared the original document and the photograph bears a true likeness to the individual to whom this certification relates;
  2. a duly certified copy of proof of address (not older than 3 months).

 

Information:

  • Reason for Dissolution
  • Reason for not using current Registered Agent
  • CBP Form (Client Business Profile) – we will email this to you

Voluntary dissolution of solvent company

  1. Corporate Liquidator – Appointment of a corporate liquidator is allowed, on the condition that such body corporate is not related to the company, its owner or senior management, and is not insolvent or in the process of winding up or other dissolution.
  2. Commencement of winding up – The time frame for filing the commencement of the voluntarily winding up has been increased from 21 days from the date of passing a resolution of members to 40 days from passing the same resolution.
  3. Publication of Notice of voluntary winding up – Publications of notice of voluntary winding up can be done in online newspapers.

Having your Seychelles Company Dissolved

Having your Seychelles company voluntarily dissolved rather than struck off by the FSA has many advantages:

  • It maintains the company’s directors and shareholders reputation for future business ventures
  • It is a straightforward process

Requirements to dissolve your company

  • The shareholders of the company must formally agree to dissolve the company
  • The company must not have any outstanding assets or liabilities / A statement of assets and liabilities must be produced
  • The company must not be involved in any litigation
  • The company must be solvent, a declaration confirming solvency must be filed
  • The company must be in Good Standing with the Registrar
  • Announcements must be published in the local newspaper

Seychelles IBC Dissolution Process

The dissolution process is started by the Shareholders signing a member’s resolution to dissolve/liquidate the company.

The director must then appoint a Liquidator, we can act as the Liquidator, but the director cannot act as Liquidator him-/herself.

The liquidator shall, upon his appointment and upon the commencement of a winding up / dissolution, proceed to:

  • identify all assets of the company
  • identify all creditors of and claimants against the company
  • pay or provide for payment of, or to discharge, all claims, debts, liabilities and obligations of the company
  • distribute any surplus assets of the company to the members in accordance with the Memorandum and Articles
  • prepare, or cause to be prepared, a statement of account in respect of the actions and transactions of the liquidator;  and
  • send a copy of the statement of account to members if so required by the plan of dissolution

The Director signs the plan of dissolution and the members signs the resolution of members, we will prepare these documents for your signature.

We submit the signed plan of dissolution and minutes to the FSA.

The FSA send a Letter of Approval.

The notice of dissolution are then published in a local newspaper and in the official gazette

The originals of the publications and the statement of completion of the dissolution must be submitted to the FSA.

The FSA will then issue the Certificate of Dissolution.

Once your company has been dissolved, no creditors will have any recourse against the IBC.  There is also no deferred or potential liability for the directors, shareholders and owners of the IBC.