INTERNATIONAL BUSINESS COMPANIES ACT, 1994

PART XII

MISCELLANEOUS

110.(1) The Minister may make regulations for carrying into effect the provisions of this Act or for prescribing all matters that are required or permitted by this Act to be prescribed and, without prejudice to the generality of the foregoing,  the Minister may , subject to subsection 2, amend  the Schedule.

(2) Where the Minister under subsection (1) amends the Schedule for the purposes of increasing any fees set out in the Schedule, a company that was already incorporated under this Act at the time of the coming into force of the increased fees shall not be liable  to pay any amount by which the fees are increased.

(3) The Chief Justice may make rules of court for regulating proceedings before court under this Act and for specifying fees payable in respect of such proceedings.

111.  Any certificate or other document required to be issued by the Registrar under this Act shall be in such form as the Minister may approve.

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

(a) the name of the company is on the Register; and

(b) the company has paid all fees, licence fees and penalties due and payable.

(2) The certificate of good standing issued under subsection (1) shall contain a statement as to whether-

(a) the company has submitted to the Registrar articles of merger or consolidation that have not yet become effective;

(b) the company has submitted to the Registrar articles of arrangement that have not yet become effective;

(c) the company is in the process of being wound-up and dissolved; or

(d) any proceedings to strike the name of the company off the Register have been instituted.

113.(1) Except as provided in section 83(2) a person may-

(a) inspect the documents kept by the Registrar pursuant to this Act; and

(b) require a certificate of incorporation, merger, consolidation, arrangement, continuation, dissolution or good standing of a company

incorporated under this Act, or a copy or an extract of any document or any part of a document of which he has custody, to be certified by the Registrar and a certificate of incorporation, merger, consolidation, arrangement, continuation, dissolution or good standing or a certified copy of extract shall be prima facie evidence of the matters contained therein.

(2) A document or a copy or an extract of any document or any part of a document certified by the Registrar under subsection (1) is admissible in evidence in any proceedings as if it were the original document.

114. For purposes of determining matters relating to title and jurisdiction but not for purposes of taxation, the situs of the ownership of shares, debt obligations or other securities of a company incorporated under this Act shall be Seychelles.

115.(1)  A company incorporated under this Act may without the necessity of joining any other party, apply to the court, by petition supported by an affidavit, for a declaration on any question of interpretation of this Act or of the Memorandum or Articles of the Company.

(2) A person acting on a declaration made by the court as a result of a petition under subsection (1) shall be deemed, in so far as regards the discharge of any fiduciary or professional duty, to have properly discharged his duties in the subject matter of the petition and in exercising the jurisdiction, the judge may award such costs as may be just.