Apply for a Consultation

Print this Page

offshore companies Offshore Companies BAHAMAS IBC BELIZE IBC BVI IBC BVI PARTNERSHIPS BVI USEFUL INFO CYPRUS LTD GIBRALTAR LTD HONG KONG LTD NEVIS NBCO NEVIS USEFUL INFO NEVIS LLC INCORPORATE IN PANAMA PANAMA LTD PANAMA FOUNDATION PANAMA USEFUL INFO INCORPORATE IN SEYCHELLES SEYCHELLES USEFUL INFO INCORPORATE IN ST. VINCENT OFFSHORE TRUST FORMATION MUTUAL FUND FORMATION

RELATED SERVICES UK Company with Bearer Shares Holding Entities: United Kingdom Register a Branch in the UK Company Formation in Northern Ireland Incorporate in the Republic of Ireland Seychelles: Protected Cell Company BVI Corporate Vehicle for Charitable Use Cyprus: VAT Registration Holding Companies in Hong Kong Boat and Yacht Registration Trademark Registration Incorporate a Public Company in America

BANKING SERVICES Setting Up Your Bank Accounts Opening a Bank Account in the UK Offshore Bank Account

We Accept

Starting Up in Business in Seychelles. How to Start a Business in Seychelles

1. A Seychelles IBC has zero percent tax liability. 2. An International Business Company and its employees are not liable to pay any kind of tax. 3. An IBC has no compulsion to disclose the identities of its directors, secretaries, shareholders and employees. 4. A sole director can register an IBC in the Seychelles. The sole director can also act as the sole shareholder. 5. There is no minimum or maximum share capital limit, nor is there a need to disclose this information to any authority. 6. Bearer shares are allowed for an offshore company. 7. There is no compulsion to hold an Annual General Meeting (AGM) for an offshore company registered in the Seychelles. 8. The accounting books of the partnership may be kept at the registered office of the company or abroad. 9. An IBC in the Seychelles can hold and issue shares in any currency. 10. An IBC registered in the Seychelles operates in a stable political and economic environment. +44 (0) 207.637.3802 +44 (0) 289.099.8744 +44 (0) 800.081.1510 info@ukincorp.co.uk

- select a jurisdiction -- UK Companies Formation - UK Public Companis Formation- Flat Management Companis Formation- Bearer Shares Companis Formation- Forming UK Branch- UK LLP Registration- Holding Company Incorporation- UK Guarantee Companies - Northern Ireland Company Incorporation- Republic of Ireland Company Incorporation - Incorporating Delaware Corporation - Delaware LLC Incorporation- Delaware LLP Formations- Delaware Limited Partnership- Incorporating Arkansas Corporation- Incorporating California Corporation- Incorporating Colorado Corporation- Incorporating Florida Corporation- Incorporating New York Corporation- Incorporating Nevada Corporation- Incorporating Oklahoma Corporation- Incorporating Oregon Corporation- Incorporating Washington Corporation- Incorporating Bahamas Corporation- Incorporating Belize Corporation- Incorporating BVI Corporation- BVI Guarantee Company- Incorporating Cyprus Corporation- Incorporating Gibraltar Corporation- Incorporating Hong Kong Corporation- Incorporating Nevis Corporation- Nevis LLC Formation- Incorporating Panama Corporation- Incorporating Panama Foundation- Incorporating Seychelles Corporation- Incorporating Seychelles PCC- Incorporating St. Vincent Corporation

OFFSHORE SEYCHELLES COMPANIES REGISTRATION. ESTABLISH OFFSHORE IBC, or SPECIAL LICENSE COMPANY IN SEYCHELLES The Seychelles offers a wide variety of services to the international community, including offshore banking, insurance and investments. Of particular interest is the International Business Company, which is an inexpensive, flexible and simple type of company that can be used for many purposes. If you are looking to incorporate an offshore company, or for shelf companies, International Business Company formation, also known as IBC incorporation in Seychelles, a leading offshore tax haven, is low cost and speedy. Since Seychelles started offering offshore business incorporation to international companies in 1994, the ease to incorporate an offshore company in Seychelles is truly remarkable. The reasons for this phenomenal success of offshore company incorporation in Seychelles are twofold - the speed of incorporation of an IBC and the low price of forming an international business company. If you want to become familiar with the description and the contents of Seychelles IBC formation packages, offered by Coddan and to find above, what kind of service is included in this or that Seychelles IBC incorporation package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the Seychelles IBC registration, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen.

Please note » The prices payable for the items that you order are clearly set out in the web site. There will be no contract of any kind between you and us unless and until we receive payment from you. We act as your agent in the incorporation of offshore companies. We are not able to guarantee that any such filing will be acceptable to Companies Registrar , nor are there any contractual obligation upon us to do so. If Companies Registrar rejects incorporation or other filing, we will credit your account with a full refund and the contract between us will be made void. Companies Registrar does not offer a cancellation facility for the incorporation of companies or the filing of documents. We will be unable to cancel any such submission on your behalf and will not refund any payment you have made. All prices shown at Coddan Web Site are in Great British pounds. Credit cards are the preferred method of payment; we accept VISA, MasterCard and Delta. We can accept payment in UK Pounds Sterling, US Dollars, Euros, Australian Dollars and Canadian Dollars.

Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors. Dear visitors, while having a chat session with a customer, we are frequently requested to give a piece of advice on tax planning or business structuring. We would like to inform you that it is against our principles to provide online advice pertaining to these issues. The points that may be covered during a session include service description, package or service price, navigation at our website, ways of making an order, methods of payment etc. Yet, if you wish us to provide you with advice on tax or business structuring, you should be aware that this service is chargeable. If you have any questions please E-Mail or call us: 0800 081 1510 or +44 (0) 207 637 3881, fax: +44 20 7681 3318.

CONSTITUTION OF COMPANIES.

Subject to the requirements of Seychelles IBC Act, one or more persons may, by subscribing to a Memorandum incorporate a company under Seychelles IBC Act. A company shall not be incorporated under Seychelles IBC Act unless immediately upon its incorporation the company is an International Business Company.

For the purposes of Seychelles IBC Act, an International Business Company is a company that does not: carry on business in Seychelles; own an interest in immovable property situate in Seychelles, or a lease of immovable property situate in Seychelles; carry on banking as defined in the Financial Institutions Act, 1984 or a trust business; carry on business as an insurance or a reinsurance company; or carry on the business of providing the registered office for companies.

An International Business Company shall not be treated as carrying on business in Seychelles by reason only that: it makes or maintains deposits with a person carrying on business within Seychelles; it makes or maintains professional contact with counsel and attorneys, accountants, bookkeepers, trust companies, management companies, investment advisers or other similar persons carrying on business within Seychelles; it prepares or maintains books and records within Seychelles; it holds, within Seychelles, meetings of its directors or members; it holds a lease of property for use as an office from which to communicate with members or where books and records of the company are prepared or maintained; it holds shares, debt obligations or other securities in a company incorporated under Seychelles IBC Act or under the Companies Act; it holds bonds, treasury bills and other securities issued by the Government of Seychelles or the Central Bank of Seychelles; shares, debt obligations or other securities in the company are owned by any person resident in Seychelles or by any company incorporated under Seychelles IBC Act or under the Companies Act; or it owns or manages a vessel registered in the Republic under the Merchant Shipping Act, or an aircraft, so registered under the Civil Aviation Act, 1949 (Overseas Territories) Order 1969.

If a company is incorporated under Seychelles IBC Act without having satisfied the requirements prescribed for an International Business Company, the company shall, or if having satisfied the requirements it subsequently ceases to satisfy those requirements for a continuous period of more than 30 days, upon the expiration of that period, notify the Registrar of that fact. A company shall be liable to a penalty of US$100.00 for each day or part thereof during which the contravention continues. A director who knowingly permits the contravention shall be liable to a penalty of US$100.00 for each day or part thereof during which the contravention continues. A member, director, officer, agent or liquidator of a company incorporated under Seychelles IBC Act shall not be liable for any debt, obligation or default of the company unless it is proved that he did not act in good faith or unless it is specifically provided in Seychelles IBC Act or in any other law for the time being in force in Seychelles and except in so far as he may be liable for his own conduct or acts. A company may be incorporated under Seychelles IBC Act for any object or purpose not prohibited by Seychelles IBC Act or by any other law for the time being in force in Seychelles.

All our Seychelles IBC are general trading companies which include Certificate of Incorporation & Memorandum and Articles of Association, Registered Agent and Address in Seychelles. 3-5 days incorporation service which enables you to appoint members details straight away. This procedure applies to all or packs with the payment of all government fees. This pack is sent directly to you via DHL. THE FOLLOWING UPGRADES CAN BE ADDED TO THE ABOVE PACKAGE: 1. Company Pliers Seals - £20.00. 2. Apostilled Certificate of Incorporation - £100.00. 3. Nominee Director service for 12 months - £166.00. 4. Nominee Shareholders service for 12 months - £110.00. 5. Apostilled Certificate of Good Standing £125.00. +44 (0) 207.637.3802 +44 (0) 289.099.8744 +44 (0) 800.081.1510 info@ukincorp.co.uk

Subject to any limitations in its Memorandum or Articles, Seychelles IBC Act or any other law for the time being in force in Seychelles, a company incorporated under Seychelles IBC Act 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, including the power to do the following: issue registered shares or shares issued to bearer or both; issue the following: voting shares; non-voting shares; shares that may have more or less than one vote per share; shares that may be voted only on certain matters or only upon the occurrence of certain events; shares that may be voted only when held by persons who meet specified requirements; no par value shares; unnumbered shares; issue common shares, preferred shares, or redeemable shares; issue shares that entitle participation only in certain assets; issue options, warrants or rights, or instruments of a similar nature, to acquire any securities of the company; issue securities that, at the option of the holder thereof or of the company or upon the happening of a specified event, are convertible into, or exchangeable for, other securities in the company or any property then owned or to be owned by the company; purchase, redeem or otherwise acquire and hold its own shares; guarantee a liability or obligation of any person and to secure any of its obligations by mortgage, pledge or other charge, of any of its assets for that purpose; and protect the assets of the company for the benefit of the company, its creditors and its members, and at the discretion of the directors, for any person having a direct or indirect interest in the company.

An act of a company incorporated under Seychelles IBC Act and a transfer of movable or immovable property by or to a company so incorporated is not invalid by reason only of the fact that the company was without capacity or power to perform the act or to transfer or receive the property, but the lack of capacity or power may be pleaded in the following cases: in proceedings by a member against the company to prohibit the performance of any act or the transfer of immovable or movable property by or to the company; or in proceedings by the company, whether acting directly or through a receiver, trustee or other legal representative or through members in a derivative action, against the incumbent or former directors of the company for loss or damage due to their unauthorised act.

The court may set aside and prohibit the performance of a contract if: the unauthorised act or transfer sought to be set aside or prohibited is being, or is to be, performed or made under any contract to which the company is a party; all the parties to the contract are parties to the proceedings; and it appears fair and reasonable in the circumstances to set aside or prohibit the performance of the contract, and in so doing the court may, in applying this subsection, award to the company or to the other parties such compensation as may be reasonable except that in determining the amount of compensation the court shall not take into account anticipated profits to be derived from the performance of the contract.

No company shall be incorporated under Seychelles IBC Act under a name that: is identical with that of a statutory corporation or that under which a company in existence is already incorporated under Seychelles 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: Provided however that the Registrar may permit the incorporation of a company under a name that includes the word "Seychelles" if the Registrar thinks fit to do so; is indecent, offensive or, in the opinion of the Registrar is otherwise objectionable or misleading.

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 authorised capital of the company setting forth the aggregate of the par value of the shares that the company is authorised to issue and the amount, if any, to be represented by shares without par value that the company is authorised to issue; a statement of the number of classes and series of shares, the number of shares of each such class and series and the par value of shares with par value and that the shares may be without par value if this is the case; a statement of the designations, powers, preferences and rights, and the qualifications, limitations or restrictions of each class and series of shares that the company is authorised to issue, unless the directors are to be authorised to fix any such designations, powers, preferences, rights, qualifications, and in that case, an express grant of such authority as may be desired to grant to the directors to fix by resolution any such designations, powers, preferences, rights, qualifications, limitations and restrictions that have not been fixed by the Memorandum. A statement of the number of shares to be issued as registered shares and as shares issued to bearer, unless the directors are authorised to determine at their discretion whether shares are to be issued as registered shares or to bearer and in that case an express grant of such authority as may be desired shall be given to empower the directors to issue shares as registered shares or to bearer as they may determine by resolution of the directors. Whether registered shares may be exchanged for shares issued to bearer and whether shares issued to bearer may be exchanged for registered shares; and if shares issued to bearer are authorised to be issued, the manner in which a required notice to members is to be given to the holders of shares issued to bearer. 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. A statement that the company shall not carry on any banking, insurance, reinsurance or trust business.

If the Memorandum contains a statement either alone or with other objects or purposes that the object or purpose of the company is to engage in any act or activity that is not prohibited under any law for the time being in force in Seychelles, the effect of that statement is to make all acts and activities, that are not illegal, part of the objects or purposes of the company, subject to any limitations in the Memorandum. The Memorandum shall be subscribed to by one or more persons in the presence of another person who shall write his full name and address and sign as a witness. The Memorandum, when registered, binds the company and its members from time to time to the same extent as if each member had subscribed his name and affixed his seal thereto and as if there were contained in the Memorandum, on the part of himself, his heirs, executors and administrators, a covenant to observe the provisions of the Memorandum, subject to Seychelles IBC Act.

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.

The Articles, if not submitted for registration with the Memorandum shall be submitted within 30 days following the date of incorporation. The Articles shall be subscribed to by each subscriber of the Memorandum in the presence of another person who shall write his full name and address and sign as a witness. The Articles, when registered, bind the company and its members from time to time to the same extent as if each member had subscribed his name and affixed his seal thereto and as if there were contained in the Articles, on the part of himself, his heirs, executors and administrators, a covenant to observe the provisions of the Articles, subject to Seychelles IBC Act. 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.

The Memorandum and Articles shall, on application made to the Registrar, be registered by the Registrar in a register to be maintained by him and to be known as the Register of International Business Companies. Upon registration of the Memorandum, the Registrar shall issue a certificate of incorporation under his hand certifying that the company is incorporated. The Minister may appoint a diplomatic or consular officer of Seychelles or any other person or body in a country or jurisdiction outside Seychelles to perform in that country or jurisdiction such of the functions of the Registrar as may be delegated to the officer, person or body by the Minister and any act or thing done by or before the diplomatic or consular officer or the other person or body appointed by the Minister shall be valid and effectual as if done by or before the Registrar. The Minister may establish a branch office in a country or jurisdiction for the performance by or before the diplomatic or consular officer or the other person or body of the functions of the Registrar delegated to the officer or other person or body under that subsection. A diplomatic or consular officer or other person or body shall before performing the functions delegated to the officer or other person or body consult the Registrar and act in accordance with the instructions of the Registrar. A diplomatic or consular officer or other person or body shall, as soon as practicable, forward to the Registrar copies of all applications made to the officer or other person or body and certificates or other documents issued by the officer or other person or body, a record of all fees and any penalty collected by the officer or other person or body under Seychelles IBC Act and those fees and the penalty.

Any act done or certificate or document made or issued under Seychelles IBC Act by a diplomatic or consular officer or person or body shall be deemed to be an act done or certificate or document made or issued by the Registrar under Seychelles IBC Act. 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 Seychelles IBC Act.

A certificate of incorporation of a company incorporated under Seychelles IBC Act issued by the Registrar shall be prima facie evidence of compliance with all requirements of Seychelles IBC Act in respect of incorporation. Subject to any limitation in its Memorandum or Articles, a company incorporated under Seychelles IBC Act may amend its Memorandum or Articles by a resolution of members or, where permitted by its Memorandum or Articles or by Seychelles IBC Act, by a resolution of directors.

A limited life company may by resolution alter its Memorandum to extend the period of the duration of the company to such period or periods not exceeding in aggregate 99 years from the date of its incorporation.

A company that amends its Memorandum or Articles shall submit a copy of the amendment certified by a director or officer of the company to the Registrar within 30 days after the resolution is approved or consented and the Registrar shall retain and register the copy of the amendment. An amendment to the Memorandum or Articles has effect from the time the amendment is registered by the Registrar. A copy of the Memorandum and a copy of the Articles shall be given to any member who requests a copy on payment by the member of such amount as the directors may determine to be reasonably necessary to defray the costs of preparing and furnishing them.

CAPITAL AND DIVIDENDS.

Subject to any limitations in the Memorandum or Articles, each share in a company incorporated under Seychelles IBC Act shall be issued for money or other valuable consideration. Subject to any limitations in the Memorandum or Articles, shares in a company incorporated under Seychelles IBC Act may be issued for such amount as may be determined from time to time by the directors, except that in the case of shares with par value the amount shall not be less than the par value; and, in the absence of fraud, the decision of the directors as to the value of the consideration received by the company in respect of the issue is conclusive, unless a question of law is involved.

Subject to any limitations in the Memorandum or Articles, treasury shares and unissued shares may be disposed of by a company incorporated under Seychelles IBC Act on such terms and conditions as the directors may determine. Subject to any limitations in its Memorandum or Articles, a company incorporated under Seychelles IBC Act may issue fractions of a share and unless and to the extent otherwise provided in the Memorandum or Articles, a fractional share has the corresponding fractional liabilities, limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a share of the same class or series of shares. Where a company incorporated under Seychelles IBC Act 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. Subject to any limitations in the Memorandum or Articles, where a company incorporated under Seychelles IBC Act issues a share without par value, the consideration in respect of the share constitutes capital to the extent designated by the directors and the excess constitutes surplus, except that the directors shall designate as capital an amount of the consideration that shall be at least equal to the amount that the share is entitled to as a preference, if any, in the assets of the company upon liquidation of the company. Upon the disposition by a company incorporated under Seychelles IBC Act of a treasury share, the consideration in respect of the share shall be added to surplus.

A share issued as a dividend by a company incorporated under Seychelles IBC Act 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. In the case of a dividend of authorised but unissued shares with par value, an amount equal to the aggregate par value of the shares shall be transferred from surplus to capital at the time of the distribution. In the case of a dividend of authorised but unissued shares without par value, the amount designated by the directors shall be transferred from surplus to capital at the time of the distribution, except that the directors shall designate as capital an amount that is at least equal to the amount that the shares are entitled to as preference, if any, in the assets of the company upon liquidation of the company. A division of the issued and outstanding shares of a class or series of shares into a larger number of shares of the same class or series having proportionately small par value does not constitute a dividend of shares.

Subject to any limitations in its Memorandum or Articles, a company incorporated under Seychelles IBC Act may, by a resolution of directors, amend its Memorandum to increase or reduce its authorised 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.

Where a company reduces its authorised capital, then, for purposes of computing capital of the company, any capital that immediately before shares represented the reduction but immediately following the reduction is no longer represented by shares shall be deemed to be surplus transferred from capital to surplus. A company incorporated under Seychelles IBC Act shall, in writing, inform the Registrar of any increase or decrease of its authorised capital within 30 days after the resolution.

A company incorporated under Seychelles IBC Act may amend its Memorandum: to divide the shares, including issued shares, of a class or series into a larger number of shares of the same class or series; or to combine the shares, including issued shares of a class or series into a smaller number of shares of the same class or series. Where shares are divided or combined, the aggregate par value of the new shares shall be equal to the aggregate par value of the original shares. Shares of a company incorporated under Seychelles IBC Act are movable property and are not of the nature of immovable property.

A company incorporated under Seychelles IBC Act shall state in its Articles whether or not certificates in respect of its shares shall be issued. Where a company incorporated under Seychelles IBC Act issues certificates in respect of its shares, the signature of a director or officer of the company shall evidence the certificates; and the Articles may provide for the signatures to be facsimiles. A certificate issued 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.

A company incorporated under Seychelles IBC Act shall cause to be kept one or more registers to be known as Share Registers containing: the names and addresses of the persons who hold registered shares in the company; the number of each class and series of registered shares held by each person; the date on which the name of each person was entered in the Share Register; the date on which any person ceased to be a member; in the case of shares issued to bearer, the total number of each class and series of shares issued to bearer. With respect to each certificate for shares issued to bearer: the identifying number of the certificate; the number of each class or series of shares issued to bearer specified therein, and the date of issue of the certificate; but the company may delete from the Share Register information relating to shares issued to bearer that have been cancelled. 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. 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 referred to in section 38 or such other place as the Directors determine and the company shall inform the Registrar of the address of the other place.

The Share Register shall be prima facie evidence of any matters directed or authorised by Seychelles IBC Act to be contained therein.

Subject to any limitations in the Memorandum or Articles, registered shares of a company incorporated under Seychelles IBC Act 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. In the absence of a written instrument of transfer, the directors may accept such evidence of a transfer of shares as they consider appropriate. A company shall not be required to treat a transferee of a registered share in the company as a member until the transferee's name has been entered in the Share Register. Subject to any limitations in its Memorandum or Articles, a company incorporated under Seychelles IBC Act shall, on the application of the transferor or transferee of a registered share in the company, enter in its Share Register the name of the transferee of the share. A transfer of registered shares of a deceased, or bankrupt member of a company incorporated under Seychelles IBC Act made by his personal representative, guardian or trustee, as the case may be, or a transfer of registered shares owned by a person as a result of a transfer from a member by operation of law, is of the same validity as if the personal representative, guardian, trustee or transferee had been the registered holder of the shares at the time of the execution of the instrument of transfer. A share issued to bearer shall be transferable by delivery of the certificate relating to the share.

Where a governmental authority, whether it is legally constituted or not, in any jurisdiction outside Seychelles: by or in connection with a nationalisation, expropriation, confiscation, coercion, force or duress, or similar action; or by or in connection with the imposition of any confiscatory tax, assessment or other governmental charge, takes or seizes any shares or other interest in a company incorporated under Seychelles IBC Act, the company itself or a person holding shares or any other interest in a company, including an interest as a creditor, may apply to the court for an order that the company disregard the taking or seizure and continue to treat the person who would have held shares or any other interest in the company but for the taking or seizure of the shares or other interest as continuing to hold the shares or other interest.

Subject to any limitations in its Memorandum or Articles, a company incorporated under Seychelles IBC Act may purchase, redeem or otherwise acquire and hold its own shares but only out of surplus or in exchange for newly issued shares of equal value. No purchase, redemption or other acquisition permitted shall be made unless the directors determine that immediately after the purchase, redemption or other acquisition: the company will be able to satisfy its liabilities as they become due in the ordinary course of its business; and the realizable value of the assets of the company will not be less than the sum of its total liabilities, other than deferred taxes, as shown in the books of account, and its issued and outstanding share capital, and, in the absence of fraud, the decision of the directors as to the realizable value of the assets of the company is conclusive unless a question of law is involved.

A determination by the directors is not required where shares are purchased, redeemed or otherwise acquired: pursuant to a right of a member to have his shares redeemed or to have his shares exchanged for money or other property of the company; in exchange for newly issued shares in the company; pursuant to an order of the court.

Subject to any limitations in the Memorandum or Articles, shares that a company purchases, redeems or otherwise acquires may be cancelled or held as treasury shares unless the shares are purchased, redeemed or otherwise acquired out of capital, in which case they shall be cancelled; and upon the cancellation of a share, the amount included as capital of the company with respect to that share shall be deducted from the capital of the company.

Where shares in a company incorporated under Seychelles IBC Act: are held by the company as treasury shares; or are held by another company of which the first company holds, directly or indirectly, shares having more than 50 percent of the votes in the election of directors of the other company, the shareholders of the first company are not entitled to vote or to have dividends paid thereon and shall not be treated as outstanding for any purpose under Seychelles IBC Act except for the purpose of determining the capital of the first company.

Subject to any limitations in the Memorandum or Articles, the capital of a company incorporated under Seychelles IBC Act may by resolution of directors, be: increased by transferring an amount out of the surplus of the company to capital; or reduced by: returning to members any amount received by the company upon the issue of any of its shares, the amount being surplus to the company; cancelling any capital that is lost or not represented by assets having realizable value; or transferring capital to surplus for the purpose of purchasing, redeeming or otherwise acquiring shares that the directors have resolved to purchase, redeem or otherwise acquire. Where a company reduces its capital, the company may: return to members any amount received by the company upon the issue of its shares; purchase, redeem or otherwise acquire its shares out of capital; or cancel any capital that is lost or not represented by assets having a realizable value.

No reduction of capital shall be effected that reduces the capital of the company to an amount that is less than the sum of: the aggregate of all outstanding shares with par value, and all shares with par value held by the company as treasury shares; and the aggregates of the amounts designated as capital of all outstanding shares without par value; and all shares without par value held by the company as treasury shares that are entitled to a preference, if any, in the assets of the company upon liquidation of the company. No reduction of capital shall be effected unless the directors determine that immediately after the reduction: the company will be able to satisfy its liabilities as they become due in the ordinary course of its business; and the realizable value of the assets of the company will not be less than its total liabilities, other than deferred taxes, as shown in the books of account, and its remaining issued and outstanding share capital, and, in the absence of fraud, the decision of the directors as to the realizable value of the assets of the company is conclusive unless a question of law is involved.

Subject to any limitations in its Memorandum or Articles a company incorporated under Seychelles IBC Act may, by a resolution of directors, declare and pay dividends in money, shares or other property. Dividends shall only be declared and paid if the directors determine that immediately after the payment of the dividend: the company will be able to satisfy its liabilities as they become due in the ordinary course of its business; and the realizable value of the assets of the company will not be less than the sum of its total liabilities, other than deferred taxes, as shown in the books of account, and its issued and outstanding share capital, and, in the absence of fraud, the decision of the directors as to the realizable value of the assets of the company is conclusive unless a question of law is involved.

Subject to any limitations in its Memorandum or Articles a company incorporated under Seychelles IBC Act may, by a resolution of directors, include in the computation of surplus for any purpose under Seychelles IBC Act the net unrealised appreciation of assets of the company, and, in the absence of fraud, the decision as to the value of the assets is conclusive, unless a question of law is involved.

REGISTERED OFFICE AND AGENT.

A company incorporated under Seychelles IBC Act 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. A company incorporated under Seychelles IBC Act shall at all times have a registered agent in Seychelles.

All applications made and all documents required to be submitted to the Registrar under Seychelles IBC Act by a company incorporated under Seychelles IBC Act shall be made through the registered agent who shall verify in writing the signature of any person appearing on the