CONSTITUTION OF IBC

One or more persons may, by subscribing to a Memorandum incorporate a company (S.3). Subject to any limitations in its Memorandum or Articles and IBC Act, a company 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 (S.9 (1)).

Name of 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 (S.11 (2)).

The word "Limited", "Corporation", "Incorporated", "SociÈtÈ Anonyme" or "Sociedad Anomina", "Public Limited Company", "SocietÈ ? ResponsabilitÈ LimitÈe", "Berhad", "Proprietary", "Namloze Vennootschap", "Besloten Vennootschap", "Aktiengesellschaft" or "Limited Life Company" or the abbreviation "Ltd", "Corp", "Inc" or "S.A.", "PLC", "S.A.R.L.", "Bhd", "Pty", "NV", "B.V.", "A.G." or "LLC" shall form part of the name of every company incorporated (S.51 (1)).

No company shall be incorporated under a name that -

- Is identical with that of a statutory corporation or that under which a
  company in existence is already incorporated under IBC 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 any other
  country or the Government of that country;
- Is indecent, offensive or, in the opinion of the Registrar is otherwise
  objectionable or misleading (S.11 (3)).

The memorandum
The Memorandum shall include the following particulars-

- The name of the company;
- The address within Seychelles of the registered office of the company;
- The name and address within Seychelles of the registered agent of the
 company;
- The objects or purposes for which the company is to be incorporated;
- The currency in which shares in the company shall be issued;
- A statement of the authorized capital;
- Information about shares of the company; 
- In the case of a limited life or duration company, the period, which shall
 not exceed 50 years, of the duration of the life of the company, etc. (S.
- A statement that the company shall not carry on any banking, insurance,
  reinsurance or trust business (S.11 (1)). 
- One or more persons shall subscribe the Memorandum by in the
  presence of another person who shall write his full name and address
  and sign as a witness (S.11 (3)). 

The Memorandum may be written in the English or French language or if written in a language other than English or French shall be accompanied by a translation in the English or French language certified by the registered agent of the company of the Memorandum (S.11 (4)).

Articles
The Articles, if not submitted for registration with the Memorandum shall be submitted within 30 days following the date of incorporation (S.13 (1)).
Each subscriber of the Memorandum shall subscribe the Articles in the presence of another person who shall write his full name and address and sign as a witness (S.13 (1)).
The Articles may be written in the English or French language or if written in a language other than in English or French shall be accompanied by a translation in the English or French language certified by the registered agent of the company of the Articles (S.13 (4)).

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 the IBC Act (S.15).

CAPITAL AND DIVIDENDS

Shares and Capital
Each share in a company shall be issued for money or other valuable consideration (S.19). Shares in a company may be issued for such amount as may be determined from time to time by the directors (S.20 (1)).
Where a company issues a share with par value, the consideration in respect of the share constitutes capital to the extent of the par value and the excess constitutes surplus (S.22 (1)).
A share issued as a dividend shall be treated for all purposes as having been issued for money equal to the surplus that has been transferred to capital upon the issue of the share (S.23 (1)).
A company may, by a resolution of directors, amend its Memorandum to increase or reduce its authorized capital, and in connection therewith, the company may -

- Increase or reduce the number of shares which the company may issue; 
- Increase or reduce the par value of any of its shares; or 
- Effect any combination of the above-mentioned (S. 24 (1)). 

A company incorporated under this IBC Act shall, in writing, inform the Registrar of any increase or decrease of its authorized capital within 30 days after the resolution (S.24 (3)).
Shares of a company incorporated under this IBC Act are movable property and are not of the nature of immovable property (S.26).

Share Certificate
A company shall state in its Articles whether or not certificates in respect of its shares shall be issued. Where a company issues certificates in respect of its shares, the certificates shall be evidenced by the signature of a director or officer of the company; and the Articles may provide for the signatures to be facsimiles. A certificate specifying a share held by a member of the company shall be prima facie evidence of the title of the member to the share specified therein (S.27) .

Share Register
A company shall keep one or more registers to be known as Share Registers (S.28 (1)). The Share Register may be in such form as the directors may approve but if it is in magnetic, electronic or other data storage form, the company shall be able to produce legible evidence of its contents (S.28.(2)).
A copy of the Share Register, commencing from the date of the registration of the company, shall be kept at the office of the company or such other place as the Directors determine and the company shall inform the Registrar of the address of the other place (S.28 (3)).

Transfer of shares
Registered shares of a company may be transferred by a written instrument of transfer signed by the transferor and containing, save in the case of bearer shares, the name and address of the transferee (S.30 (1)).
A share issued to bearer shall be transferable by delivery of the certificate relating to the share (S. 31).

Dividends
A company may, by a resolution of directors, declare and pay dividends in money, shares or other property (S.36 (1)).

REGISTERED OFFICE

A company shall at all times have a registered office in Seychelles. The directors of the company may change the address of the registered office of the company, which change shall be notified to the Registrar (S. 38)).

REGISTERED AGENT

A company shall at all times have a registered agent in Seychelles. A company shall, not later than 7 days after changing its registered agent in Seychelles, notify the Registrar of the name and address of its new registered agent and the change shall have effect on the date the Registrar receives the notice of change (S. 39).

DIRECTORS

A board of directors that consists of one or more persons who may be individuals or companies shall manage the business and affairs of a company (S. 41).

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 (S. 42).

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 (S. 43).

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 (S.44).

The directors of a company 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
  recognize each other's voice and for this purpose participation constitutes
  prima facie proof of recognition (S.47). 

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 (S 49).

OFFICERS

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. The directors may remove an officer or agent, too (S. 52 (1), (3)).

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 (S.52 (2)).

MEETINGS OF MEMBERS

The directors of a company may convene meetings of the members of the company at such times and in such manner and places within or outside Seychelles as the directors consider necessary or desirable (S.58 (1)).
Subject to a provision in the Memorandum or Articles for a lesser percentage, upon the written request of members holding more than 50 percent of the votes of the outstanding voting shares in the company, the directors shall convene a meeting of members (S. 58 (2)).
Subject to any limitations in the Memorandum or Articles, a member shall be deemed to be present at a meeting of members if -

- He participates by telephone or other electronic means; and 
- All members participating in the meeting are able to hear each other and
  recognize each other's voice and for this purpose participation constitutes
  prima facie proof of recognition (S. 58 (3)). 

A proxy who may speak and vote on behalf of the member may represent a member at a meeting of members (S.58 (4)).

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 (S. 60).

Except as otherwise provided in the Memorandum or Articles, all shares vote as one class and each whole share has one vote (S. 61 (1)).

BOOKS AND RECORDS

A company shall keep such accounts and records, as the directors consider necessary or desirable in order to reflect the financial position of the company (S. 65 (1)).
A company shall keep

- minutes of all meetings of directors, members, committees of directors,
  committees of officers, committees of members;
- Copies of all resolutions consented to by directors, members,
  committees of directors, committees of officers, committees of
  members;
- A register of all its directors and officers (S.65 (2)).

The books, register, records and minutes required by this section shall be kept at the registered office of the company or such other place as the directors determine and the company shall inform the Registrar of the address of the other place (S.65 (3)).

POWER OF ATTORNEY

A company may, by an instrument in writing, authorize a person, either generally or in respect of any specified matters, as its agent to act on behalf of the company and to execute contracts, agreements, deeds and other instruments on behalf of the company.

A contract, agreement, deed or other instrument executed on behalf of the company by an agent, is binding on the company and has the same effect as if the company executed it.

A power of attorney applies both within and outside Seychelles (S. 70).

REGISTRATION FEE

There shall be paid to the Registrar the following fees -

- $100 upon the registration by the Registrar of a company incorporated
  under this Act the authorized capital of which is $5,000 or less;
- $300 upon the registration by the Registrar of a company incorporated
  under this Act the authorized capital of which does not exceed $50,000
  and all the shares of which have a par value;
- $1,000 upon the registration by the Registrar of a company incorporated
  under this Act the authorized capital of which exceeds $50,000 (S.102
  (1), Schedule Part I). 

ANNUAL LICENSE FEE

A company the name of which is on the Register on 31st December in any year shall, before the date of the relevant anniversary of its incorporation under the Act in the immediately following year pay to the Registrar an annual license fee as follows -

- $100 if its authorized capital does not exceed $50,000;
- $300 if its authorized capital does not exceed $50,000 and its shares
  have a par value; 
- $1,000 if its authorized capital exceeds $50,000; and 
- $350 if its authorized capital does not exceed $50,000 and some or all of
  its shares have no par value, or 

If a company fails to pay the amount due as the license fee under paragraph 2 by the date specified therein, the license fee increases by 10 per cent of that amount.
If a company fails to pay the amount due as an increased license fee 90 days after the date when it becomes due, then, the license fee increases by 50 per cent of the license fee (S.103 (1), Schedule Part II).

CERTIFICATE OF GOOD STANDING

The Registrar shall, upon request by any person issue a certificate of good standing under his hand certifying that a company incorporated under this IBC Act is of good standing if the Registrar is satisfied that -

- The name of the company is on the Register; and 
- The company has paid all fees, license fees and penalties due and
  payable (S.112 (1)).

EXEMPTIONS

A company or a shareholder thereof shall not be subject to any tax or duty on income or profits accruing to or deriving from such company or in connection with any transaction to which that company or shareholder, as the case may be, is a party (S.109 (1)).

Notwithstanding any provision of the Stamp Duty Act 1975 -

- All transfers of property to or by a company incorporated under this Act;
- All transactions in respect of the shares, debt obligations or other
  securities of a company; and
- All other transactions relating to the business of a company incorporated
  under this Act, are 
- Exempt from the payment of stamp duty (S.109 (2)).

The Exchange Control Act shall not apply to a company or to any transactions relating to the securities of or in such company between the holders of such securities (S.109 (3)).

All those exemptions remain in force for a period of twenty years from the date of incorporation of a company under this Act (S.109 (4)).

REGISTRATION SET OF DOCUMENTS

Upon registration you will receive the following papers:
1."Memorandum & Articles of Association".
2."Certificate of Incorporations" for an IBC.
3."Minutes of Meeting of Directors".
4."Written Resolution".
5."Resignation Letters", from nominee directors.
6.Share certificates.
7."Power of Attorney", issued to a real beneficiary.
8.Corporate seal.