All companies trading in Seychelles are governed by the Companies Act 1972. Promoters should register their companies at office of Registrar general. The Act stipulates that in order to engage in any business activity a company shall be registered with the Registrar of Companies. A declaration should accompany the Memorandum of Association to be submitted by the company.

Local Companies

For the purpose of registration of the local companies the following documents need to be filed at the office of the Registrar of Companies:

• Declaration by a Notary or Attorney At Law that the requirements of the Companies Act has been complied with by the company subject to the application for incorporation.

• Memorandum and Articles of association. The memorandum needs to be signed by all directors and shareholders of the company and number of shares held by shareholders needs to be specified also.

• Upon checking the above documents, the Registrar has to be satisfied that the provisions of the Companies Act has been complied with and that the name of the proposed company does not exist on the Registrar’s register or is not misleading or contrary to public order.

• Upon registration of the memorandum of a company the register shall certify under the hand of the Registrar that the company is incorporated and the date of the registration. The certificate issued by the Registrar shall be in the form as prescribed by the Companies Act (re: 2nd schedule thereof).

• The fees payable for the incorporation is S.R. 50/- for the declaration and the fees for the registration of the memorandums will depend on the amount of share capital of the company (re: schedule of fees/companies Act).

Overseas Companies

As for overseas companies which establishes a place of business in Seychelles or commences to carry on business in Seychelles they shall, within fourteen days after the establishment of the place of business or the commencement of business as aforesaid, deliver to the Registrar for registration:

• A certified copy of the charter, statutes, memorandums, certificate or articles of association or incorporation of the company or the other instrument which constitutes the overseas company or contains the regulations which govern it, and, if the instrument is not written in the English language, a certified translation thereof.

• A list of the directors and secretary of the company containing the particulars as mentioned in subsection (3) section 310 of the Companies Act.

• The name of persons or person who has or have been appointed to be the managing agent or agents of the overseas company in Seychelles, and the particulars in respect of that person or each of those persons mentioned in subsection (3) of section 310 of the Companies Act.

• The names of two or more persons who have been appointed to accept on behalf of the company service or process and any notices required to be served on the overseas company, and the particulars in respect of those persons mentioned in subsection (3) of the above-name section of the Act.

• The fees applicable for the registration of an overseas company is S.R. 3000/-. Any other subsequent particulars sought to be filed will cost the company S.R. 50/-.

It is to be noted that any of the persons appointed for the purposes mentioned above may be an individual or a firm resident or acquiring on business in Seychelles, or a company formed or incorporated in Seychelles.

Formation of Companies (Incorporation)

Two or more persons associated for any lawful purpose may form an incorporated company. A company may be:

• A company limited by shares

• An unlimited company

A company, association or partnership consisting of more 20 persons, cannot be formed for the purpose of carrying a business that has for its object the acquisition of gain by the company, association or partnership, or the individual members, unless it is registered under the Act (incorporated). This does not apply to an association or a partnership formed for the purpose of carrying on a profession or calling.

A company having a share capital may be incorporated as a proprietary (private) company if its memorandum or articles of association:

• restricts the right to transfer its shares

• limits to not more than 50 the number of its members

• prohibits an invitation to the public to subscribe for any shares in or debentures of the company

• prohibits an invitation to the public to deposit money with the company for fixed periods or payable at call, whether bearing or not bearing interest

Membership of Holding Companies

A corporation cannot be a member of a proprietary company which is its holding company. Any allotment or transfer of shares in a company to its subsidiary shall be void.

Return of allotments

Where a company makes an allotment of its shares, the company shall within one month thereafter lodge with the Registrar of Companies a return of the allotments stating:

• the number and nominal amounts of the shares comprised in the allotment

• the amount, if any, paid, deemed to be paid or due and payable on the allotment of each share

• where the share capital of the company is divided into shares of different classes, the class of shares to which each share belongs

• full identification, if required by the Registrar of Company, and the address of each of the allotees and the number and class of shares allotted to each

Annual Return

Every company (having or not having a share capital) shall lodge an annual return in the prescribed form with the Registrar, within one month after the annual general meeting. The annual return shall be made up to the date of the annual general meeting or a date within the 14 days after the annual general meeting.

An annual general meeting shall be held once every calendar year and not more than 15 months after the holding of the last annual general meeting.

The directors of every company shall, at some date not later than 18 months after the incorporation of the company and subsequently once at least in every calendar year at intervals not more than 15 months, lay before the company at its annual general meeting a profit and loss account and a balance sheet for the period since the proceeding account, or in the case of the first account, since the incorporation of the company. The account should be made up to a date not more than 6 months before the date of the annual general meeting.

Directors

Every company shall have at least two directors one of whom shall be ordinarily resident of Seychelles. No person other than a natural person full age and capacity shall be a director of a company. The first directors of the company should be named in the memorandum and articles of association of the company.