INTERNATIONAL BUSINESS COMPANIES ACT, 1994
An Act to provide for the Incorporation, Registration and Operation of International Business Companies
Enacted by the President and the National Assembly
PART I
PRELIMINARY
1. This Act may be cited as the International Business Companies Act, 1994, and shall come into operation on such date as the Minister may appoint by notice published in the Gazette.
2. (1) In this Act -
"Articles" means the Articles of Association of a company incorporated under this Act;
"authorised capital", in relation to a company, means the sum of the aggregate par value of all shares which the company is authorised by its Memorandum to issue plus the amount, if any, stated in its Memorandum as authorised capital to be represented by shares without par value which the company is authorised by its Memorandum to issue;
"Capital", in relation to a company, means the sum of the aggregate par value of all the outstanding shares with par value of a company and shares with par value held by the company as treasury shares plus -
(a) the aggregate of the amounts designated as capital of all outstanding shares without par value of the company and shares without par value held by the company as treasury shares, and
(b) the amounts as are from time to time transferred from surplus to capital by a resolution of the directors;
"Companies Act" means the Companies Act, 1972 of Seychelles or any other similar law which replaces the Companies Act, 1972;
"continued" means the continued in accordance with Part VIII;
"court" means the Supreme Court;
"member" means a person who holds shares in a company;
"Memorandum" means the Memorandum of Association of a company incorporated under this Act;
"Register" means the Register of International Business Companies maintained by the Registrar in accordance with section 14(2);
"Registrar" means the Registrar of International Business Companies appointed under section 14;
"securities" includes shares and debt obligations of every kind, and options, warrants and rights to acquire shares or debt obligations;
"surplus", in relation to a company, means the excess, if any, at the time of the determination, of total assets of the company over the sum of its total liabilities, as shown in the books of account plus its issued and outstanding share capital;
"treasury shares" means shares of a company that were otherwise acquired by the company and not cancelled.
(2) A company that is incorporated under the laws of a jurisdiction outside Seychelles shall be a company incorporated under this Act if it is continued as a company incorporated under this Act and references to a "company incorporated under this Act" shall be construed accordingly.
(3) Unless otherwise defined in the Articles "resolution of directors" means -
(a) a resolution approved at a duly constituted meeting of directors or of a committee of directors of a company, by affirmative vote of a simple majority or such larger majority as may be specified in the Articles, of the directors present at the meeting who voted and did not abstain; or
(b) a resolution consented to in writing by an absolute majority, or such larger majority as may be specified in the Articles, of all the directors or of all the members of the committee, as the case may be, but, where a director is given more than one vote in any circumstances, he shall in the circumstances be counted for the purposes of establishing majorities by the number of votes he casts.
(4) Unless otherwise defined in the Articles "resolution of members" means -
(a) a resolution approved at a duly constituted meeting of the members of a company by the affirmative vote of -
(i) a simple majority, or such larger majority as may be specified in the Articles, of the votes of the shareholders present at the meeting and entitled to vote thereon and who voted and did not abstain; or
(ii) a simple majority, or such larger majority as may be specified in the Articles of the votes of the shareholders of each class or series of shares present at the meeting and entitled to vote thereon as a class or series and who voted and did not abstain and of a simple majority or such larger majority as may be specified in the Articles, of the votes of the remaining shareholders entitled to vote thereon present at the meeting and who voted and did not abstain; or
(b) a resolution consented to in writing by -
(i) a simple majority or such larger majority as may be specified in the Articles, of the shareholders entitled to vote thereon, or
(ii) a simple majority, or such larger majority as may be specified in the Articles, of the votes of the shareholders entitled to vote thereon as a class or series and of an absolute majority, or such larger majority as may be specified in the Articles, of the votes of the holders of the remaining shares entitled to vote thereon.
(5) The symbol $ denotes dollars in the currency of the United States of America.
