THE COMPANIES ORDINANCE, 1972

ARRANGEMENT OF SECTIONS

Part I.—Preliminary

Sections

1.    Short title and commencement.

2.    Interpretation.

Part II.—Incorporation of Companies, Memoranda and Articles of Association and Matters Incidental Thereto

Memorandum of Association

3.    Mode of forming incorporated company.

4.    Requirements with respect to memorandum.

5.    Subscription of the memorandum.

6.    Payment for shares by a consideration other than cash.

Articles of Association

7.    Subscription of articles of association.

8.    Statutory regulations.

9.    Printing and signature of articles.

Registration

10.    Registration of memorandum and articles.

11.    Effect of registration.

12.    Power of company to hold lands.

13.    Conclusiveness of certificate of incorporation.

14.    Power to dispense with "Limited" in name of charitable and other companies.

General provisions with respect to memorandum and articles

15.    Effect of memorandum and articles.

16.    Copies of memorandum and articles to be given to members.

17.    Issued copies of memorandum to embody alterations.

Alteration of the memorandum and articles

18.    Alteration of memorandum.

19.    Alteration of rights and obligations attached to clashes of shares.

20.    Alteration of articles.

21.    Applications to the court to cancel alteration of memorandum or articles.

22.    Registration of alteration of memorandum or articles.

Members and shareholders of companies

23.    Definition of members and shareholders.

Proprietary Companies

24.    Definition of a proprietary company.

25.    Proprietary companies may not issue prospectuses etc. to the public.

26.    Prohibition on derivative interests.

27.    Right of pre-emption.

28.    Expulsion of a member of a proprietary company.

29 Preservation of proportion of issued shares held by directors.

30. Voting agreements.

Sections

31.    Bearer share certificates etc., may not be issued.

32.     Permitted agreements in respect of proprietary companies.

Capacity, contracts, authorisation etc.

33-    Capacity to contract etc.

34.    Power of directors to act on company's behalf-

35.    Form of contracts.

36.    Bills of exchange etc.

37.    Authentication of documents.

38.    Notice of matters by the company.

39.    Protection of persons dealing with directors and agents.

Part III.—Share Capital and Debentures

Prospectuses and allotments

40.    Registration of prospectuses and prohibition orders.

41.    Contents of prospectuses.

42.     Opening of subscription tists.

43.    Minimum subscription.

44.    Application for quotation on a stock exchange.

45.    Action for rescission.

46.    Claims for compensation.

47.    Documents to be delivered to Registrar with copy of prospectus.

48.    Offers for sale of shares and debentures.

49.    Registration statements.

50.    Fraudulent inducements to invest in shares or debentures.

51.    Return of allotments.

Commissions, financial assistance for the acquisition of shares and debentures, and acquisitions of shares of a company by itself

52.    Power to pay commission.

53.    Prohibition of financial assistance by company lor acquisition of shares

or debentures of the company a*d its holding company etc.

54.    Acquisition by a company of shares of itself or its holding company.

Payment for shares

55.    Payment of the issue price of shares ; capital reserve,

56.    Enforcement of payment for shares.

57.    Payment for shares issued for a consideration other than cash.

58.    Subscribers of the memorandum.

Alteration and redemption of share capital

59.     Alteration of share capital.

60.     Redeemable shares.

61.     Re-issue of shares.

62.    Registration of alterations of share capital and of the surrender, redem-

tidn and re-issue of shares,

Reduction of share capital

63.     Special resolution for reduction of share capital.

64.     Application to the court for confirmation of reduction of share capital-

65.     Order confirming reduction of share capital.

Sections

66.     Registration of order confirming reduction of share capital.

67.     Liability of shareholders after a reduction of share capita*. 63. Penalty for concealment of name of creditors etc.

Debentures

69.     Cases in which a debenture trust deed must be executed.

70.     Contents of debenture trust deeds.

71.     Contents of debentures.

72.    Disqualification for appointment as trustee of debenture trust deed.

73.     Realisation of debenture holders' security.

74.     Disqualification for appointment as a receiver or manager,

75.     Applications to the court.

76.     Liability of receivers.

77.     Notification of appointment of receiver or manager,

78.     Power of court to fix remuneration of receiver or manager.

79.     Statement of the company's affairs.

80.     Contents of statement of affairs etc,

81.     Enforcement of receivers' duty to make returns,

82.     Rights of debenture holders.

Transactions affecting shares and debentures

83.     Nature of shares.

84.     Transfer of shares and debentures.

85.     Restrictions on transfers,

86.    Certifications of transfers.

87.     Issue of share certificates and debentures,

88.     Registration of transfers.

89.     Effect of registration and share certificates etc.

90.     Bearer share certificates etc,

91.    Personation of shareholder or debenture holder,

Part IV.—Registration of Charges

92.    Registration of mortgages.

93.    Procedure on registration.

94.     Priority of mortgages and charges.

95.     Registration of appointment of receiver, or crystallisation of a floating

charge.

96.     Registration of dischiuge of registered mortgage, etc.

97.    Applications to the court.

98.     Registration of mortgages on assets of overseas companies and existing

companies.

99.    False information to the Registrar.

Part V.—Management and Administration

Registered Office and name

100.    Registered office.

101.    Publication of company's name,

Registers of members and debenture holders

102.    Register of members,

103.    Index of names of members.

Sections

104.    Entries in respect of bearer share certificates.

105.    Inspection of register of members.

106.    Power to close register.

107.    Rectification of register,

108.    Register to be evidence.

109.    Register of debenture holders.

Notice of derivative interests in shares and debentures

110.    Derivative interests.

Registers of directors' holdings, of substantial shareholders' holdings

and of options to subscribe

111.     Register of directors' holdings,

112.    Register of substantial shareholders* holdings.

113.     Register of subscription options.

Annual Returns

114.     Annual returns to be made by a company.

115.     Documents to be annexed to annual return.

116.     Provisions as to proprietary companies.

117.    Offences in connection with annual returns.

Voting Rights

118.     Conferment of proportionate voting rights.

Meetings and Proceedings

119.     Annual general meeting.

120.     Extraordinary general meetings and requisitions of meetings.

121.    Ordinary and special resolutions.

122.    Majorities for ordinary and special resolutions; business to be transacted

by ordinary and special resolutions.

123.     Notice of meetings.

124.     Power of court to order meeting.

125.     Contents of notice calling a meeting.

126.     Circulation of proposed resolutions etc.

127.    Persons to whom notice of meetings is to be given.

128.    Proxies.

129.     Rights of holders of bearer share certificates and bearer debentures.

130.    Postal voting,

131.     Method of taking votes.

132.     Declaration of the result of voting.

133.    Unanimous written declaration to have same effect as a resolution.

134.     Resolutions passed at adjourned meetings.

135.     Delivery of copies of certain resolutions to the Registrar.

136.     Application to court to declare that resolution is valid or invalid.

137.     Minutes.

138.     Inspection of minutes.

Accounts

139.     Books of account.

140.    Profit and loss account and balance sheet

141.     Dispensation with annual general meeting.

142.     Provisions as to contents and form of annual accounts.

143.     Group accounts.

144     Form and contents of group accounts,

Sections

145.    Financial year of holding company and subsidiary.

146.    Particulars of directors' emoluments etc.

147.    Particulars of waiver of emoluments.

148.    Particulars of loans to officers of company.

149.    Particulars of subsidiaries.

130.    Particulars of associated companies in which company holds shares.

151.    Particulars of company's holding company,

15?.    Duty to give information for purpose of sections 146 to 151.

Directors' Reports

153.    Duty to lay directors' annual report.

154.    Particulars of different classes of business of company and its directors.

Audit

155.    Appointment of auditors.

156.    Proposals not to re-appoint retiring auditor.

157.    Qualifications for appointment as auditor.

158.    Auditors' report.

Signing and circulation of accounts and reports

159.    Signing and circulation of accounts, etc.

Profits and dividends

160.    Disposal of profits.

161.    Dividends to be paid only out of profits and reserves ; computation of

profits.

Directors

162.    Number of directors.

163.    Appointment of directors.

164.    Disqualifications for appointment as a director.

165.    Disqualification of a person from being a director by order of the court.

166.    Directors appointed by memorandum or articles or named in a prospectus

or registration statement.

167.    Qualification shares.

168.    Removal of directors.

169.    Register of directors and secretaries.

170.    Particulars of directors to be included in company's publications.

171.    Duties of directors.

172.    Loans to directors.

173.    Directors' duties in connection with allotment of shares and debentures.

174.    Directors' remuneration.

175.    Compensation for loss of office by a director on transfer of company's

undertaking.

176.    Compensation for loss of office by a director on transfer of shares in the

company.

177. Provisions supplementary to sections 174, 175 and 176.

178.    Managing directors.

Secretaries

179.    Appointment of secretary etc.

180.    Persons acting as director and secretary.

Proceedings against officers for breach of duty

181.    Provisions exempting officers from liability.

182.    Relief from liability by order of the court,

Inspections and Investigations

183.     Appointment of inspector to investigate the affairs of a company.

184.     Preliminary inspection of company's books and papers.

185.     Issue of search warrant,

186.     Information and documents obtained under sections 184 and 185 to be

confidential.

187.     Investigation of related companies,

188.     Production of evidence and documents to inspectors.

189.     Inspectors' reports.

190.     Proceedings on inspectors' report.

191.     Expenses of investigation.

192.     Investigation of beneficial ownership and control of company.

193.     Power of Registrar to require information as to interests in shares or

debentures.

194.     Power of Registrar to impose restrictions on shares or debentures under

investigation.

195.     Duties of lawyers and banks.

Compromises and Arrangements

196.     Power of court to sanction compromises and arrangements.

197.     Information to be sent to persons affected by compromise or arrangement.

198.     Reconstructions and amalgamations.

Offers to acquire shares and debentures

199.     Takeover bids.

200.     Compulsory acquisition of shares.

Minorities

201.     Protection of minority shareholders.

Part VI.—Winding up
(i) Preliminary

Modes of minding up

202.     Modes of winding up.

Contributories

203.     Liability of contributories.

204.     Meaning of "contributory" and enforcement of liability.

(ii) Winding up by the Court

Cases in which a company may be wound up by the court

205.     Grounds for winding up.

206.     Inability of a company to pay its debts.

Petition for winding up and effect thereof

207.     Petitioners.

208.     Power of the court.

Commencement of winding up

209.     Commencement of winding up.

Consequences of winding up petition and order

210.     Stay of proceedings.

Liquidators

211.     Provisional liquidator.

212.     Avoidance of dispositions of company's property.

213.     Registration of winding up order.

Official Receiver

214.     Meaning of Official Receiver.

215.     Statement of affairs.

216.     Reports by Official Receiver.

Liquidators

217.     Appointment of liquidator.

218.     Official Receiver as liquidator.

219.     Provisions as to liquidator other than the Official Receiver.

220.     General provisions as to liquidators.

221.     Custody and vesting of company's assets.

222.     Powers of liquidator.

223.     Control over exercise of liquidators powers.

224.     Books to be kept by liquidator.

225.     Payments by liquidator into bank.

226.     Audit of liquidator's accounts.

227.     Supervision of liquidators.

228.     Release of liquidators.

Committees of inspection

229.     Constitution of committee of inspection.

230.     Appointment of members of committee and proceedings by it.

231.     Powers of Registrar where no committee of inspection.

Meetings of shareholders and creditors

232.     Provisions as to meetings of shareholders and creditors.

General powers of the court in case of winding up by the court

233.     Stay of winding up.

234.     Settlement of list of contributories etc.

235.     Delivery of property to liquidator.

236.     Examination of directors, officers etc.

237.     Order against contributory to pay amount owed to company ; power of

court to make calls.

238.     Miscellaneous powers of court.

239.     Order for payment into a bank.

240.     Special manager.

241.     Public examination of directors etc.

242.     Arrest of absconders.

243.     Powers of court cumulative.

244.     Delegation of court's powers to liquidator.

245.     Dissolution of company.

Enforcement of mid appeal from orders

246.     Enforcement of and appeals from orders of the court.

(iii) Voluntary Winding up

Resolutions for and commencement of voluntary winding up

247.    Winding up resolutions.

248.    Advertisement of winding up resolution.

249.    Notification to Registrar of winding up resolution.

250.    Commencement of voluntary winding up.

Consequences of voluntary winding up

251.    Effect of voluntary winding up.

252.    Avoidance of transfers of shares etc.

Declaration of solvency

253.    Members' voluntary winding up.

Provisions applicable to a members' voluntary winding up

254.    Provisions governing members' voluntary winding up.

255.    Appointment and powers of liquidator.

256.    Vacancy in office of liquidator.

257.    Conversion of a member's voluntary winding up into a creditor's volun-

tary winding up.

258.    Annual meetings of members.

259.    Final meeting of members and dissolution of company.

Provisions applicable to a creditor's voluntary winding up

260.    Provisions governing creditor's voluntary winding up.

261.    First meeting of creditors.

262.    Appointment of liquidator and committee of inspection.

263.    Remuneration of liquidator and cessation of directors' powers.

264.    Vacancy in office of liquidator.

265.    Annual meetings of members and creditors.

266.    Final meeting and dissolution.

267.    Application of provisions governing meetings of creditors in a winding

up by the court.

Provisions applicable to every voluntary winding up

268.    Provisions governing every voluntary winding up. '.69. Application of company's assets.

270.    Powers of the liquidator.

271.    Power of court to appoint a liquidator.

272.    Notification of liquidator's appointment.

273.    Power of court to determine questions and to exercise powers of the

court in winding up by the court.

274.    Order that company in voluntary liquidation shall be wound up by the

court.

275.    Provisions as to general meetings of a company in voluntary liquidation.

(iv) Provisions Applicable to every mode of winding up

Proof and ranking of claims

276.    Admissible debts and claims.

277.    Application of bankruptcy rules.

278.    Preferential payment.

279.     Fraudulent preferences.

280.     Persons fraudulently preferred.

281.     Disclaimer by liquidator.

282.     Avoidance of execution against company's property;

283.     Duties of the registrar of the court in respect of executions against a

company.

284.     Avoidance of executions and distress begun after commencement of the

winding up of a company.

285.     Power of court to permit an execution or distress.

Offences antecedent to or in course of winding up

286.     Offences by directors and officers of a company which is wound up.

287.     Falsification of books and papers of a company.

288.     Frauds by directors and officers.

289.     Failure to keep proper books of account.

290.     Fraudulent trading.

291.     Prosecution of directors and officers.

292.     Misfeasance proceedings.

Supplementary provisions as to winding up

293.     Disqualification of body corporate from appointment as liquidator.

294.     Order against liquidator to make good default.

295.     Publication of fact that company is in liquidation.

296.     Exemption from stamp duty etc.

297.     Books and papers of company to be evidence.

298.     Disposal of books and papers of company.

299.     Returns by liquidator to Registrar.

300.     Unclaimed assets.

Supplementary powers of the court

301.     Ascertainment of wishes of creditors, members etc.

302.     Affidavits etc.

Disposal of assets of companies in accordance with the memorandum

303.     Enforcement of the provisions of the memorandum.

Provisions as to dissolution

304.     Avoidance of dissolution.

305.     Power Of Registrar to strike name of defunct company off the register.

306.     Property of dissolved company to be bona vacantia.

307.     Disclaimer by Crown.

Regulations

308.     Regulations.

Part VII.—Overseas Companies

309.     Overseas companies to which Part VII applies.

310.     Registration of particulars of overseas companies.

311.     Personality and capacity of overseas companies.

312.     Registration of alterations in registered particulars.

313.     Managing agent.

314.     Annual accounts of overseas companies.

315.     Publication of name etc., of overseas companies.

316.     Service of process and notices on overseas companies.

317.     Prospectuses and debentures of overseas companies.

318.     Winding up of overseas companies.

319.     Offences by directors etc. of overseas companies and investigations.

320.     Orders to cease carrying on business.

321.     Interpretation of Part VII.

Part VIII.—Existing Companies

322.     Application of Ordinance to existing companies.

323.     Adoption of memorandum and articles by existing companies.

324.     Registration of existing companies as proprietary companies.

325.     Transitional provision;; as to annual general meetings and directors.

326.     Managing directors.

327.     Classes of shares.

328.     Transitional orders.

Part IX.—Registration Office and Fees

329.     Registrar of companies, etc.

330.     Fees and delivery of documents.

331.     Inspeclion of documents kept by Registrar.

332.     Enforcement of duty of companies to deliver returns etc.

Part X.—Miscellaneous Prohibition of partnerships with more than ten members

333.     Prohibition on partnerships of more than ten persons.

Offences

334.     Offences in connection with applications, returns, etc.

335.     Improper use of word "Limited".

336.     Meaning of "default fine" and "in default".

337.     Production and inspection of books where offence suspected.

Legal Proceedings

338.     Costs in actions by limited companies.

339.     Saving for privileged communications.

Regulations and Rules of Court

340.     Rules of Court.

341.     Amendment of First and Seventh Schedules.

342.     Regulations.

Repeal and modified application of enactments

343.     Repeals and savings.

344.     Modified application of enactments.

SCHEDULES

FIRST SCHEDULE

Part 1 Form of memorandum of association of a company (other than a proprietary company).

Part II Regulations for the Management of a company (other Than a propric* tary company).

Part III Form of memorandum of association of a proprietary company.

Part IV Regulations for the management of a proprietary company.

SECOND SCHEDULE

Government of Seychelles Companies Registry.

THIRD SCHEDULE

Implied powers of directors, a managing director and a director of a proprietary company,

FOURTH SCHEDULE

Statements, reports and accounts to be contained in a prospectus.

Part I Matters to be contained in every prospectus.

Part II Matters to be contained in every prospectus issued to the public. Part HI Interpretation of Parts I and II of this Schedule.

FIFTH SCHEDULE

Contents of annual return of a company.

SIXTH SCHEDULE

Contents of accounts.

Part I General provisions as to balance sheet and profit and loss account.

Part II Special provisions where the company is a holding or subsidiary company,

Part III Consolidated accounts of holding company and subsidiaries,

Part IV Interpretation of Schedule.

SEVENTH SCHEDULE

Fees to be paid to the Registrar of Companies.

EIGHTH SCHEDULE

Repeals.