WHY SEYCHELLES?

The Republic of Seychelles is one of the most visited and beloved destinations in the tropical world. Beside its holiday appeal the Seychelles developed a serious financial environment for tax optimization purposes. It was set down in the INTERNATIONAL BUSINESS COMPANIES ACT, 1994, an Act to provide for the Incorporation, Registration and Operation of International Business Companies.

For the purposes of this Act, an International Business Company is a company that does not:
(a) carry on business in Seychelles;
(b) own an interest in immovable property situate in Seychelles, or a lease of immovable property situate in Seychelles otherwise than 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;
(c) carry on banking as defined in the Financial Institutions Act, 1984 or a trust business;
(d) carry on business as an insurance or a reinsurance company; or
(e) 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:
(a) it makes or maintains deposits with a person carrying on business within Seychelles;
(b) 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;
(c) it prepares or maintains books and records within Seychelles;
(d) it holds, within Seychelles, meetings of its directors or members;
(e) 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;
(f) it holds shares, debt obligations or other securities in a company incorprated under this Act or under the Companies Act;
(g) it holds bonds, treasury bills and other securities issued by the Government of Seychelles or the Central Bank of Seychelles;
(h) shares, debt obligations or other securities in the company are owned by any person resident in Seychelles or by any company incorporated under this Act or under the Companies Act; or
(i) 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.

A company incorporated under this Act has the power to:

(a) issue registered shares or shares issued to bearer or both;

(b) issue the following:

.....(i) voting shares;

.....(ii) non-voting shares;

.....(iii) shares that may have more or less than one voteper share;

.....(iv) shares that may be voted only on certain matters or only upon the occurrence of certain events;

.....(v) shares that may be voted only when held by persons who meet specified requirements

.....(vi) no par value shares;

.....(vii) unnumbered shares;

(c) issue common shares, preferred shares, or redeemable shares;

(d) issue shares that entitle participation only in certainassets;

(e) issue options, warrants or rights, or instruments of a similar nature, to acquire any securities of the company;

(f) issue securities that, at the option of the holderthereof or of the company or upon the happening of aspecified event, are convertible into, or exchangeable for, other securities in the company or any property then owned or to be owned by the company;

(g) purchase, redeem or otherwise acquire and hold its own shares;

(h) 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

(i) 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.

Any word or combination of words set out in the first column of the following chart, or the abbreviation of that word or combination of words set out in the secon column of the chart, shall form part of the name of every company incorporated under this Act, provided that a company incorported under the laws of a jurisdiction outside Seychelles and continued as a company incorporated under this Act may use the name designated in the articles of continuation.

WORD OR COMBINATION OF WORD --- ABBREVIATION

Spolecnost s.. rvcenin omezenym .........--- S.R.O.
Limita ...................................................... --- LTDA.
Compagnie .............................................. --- CIE
Company ................................................. --- CO.
Società per Azioni ................................... --- S.P.A.
Soccieté par action ................................ --- s.p.a.
Részvény Társaság ............................... --- R.T.
Osakkeyhtiä ........................................... --- Oy
Részvénytársaság .................................. --- Rt
Akciová spoleènost ................................ --- a.s.
Akciová spoloènos ................................. --- a.s.
Dioníèko društvo ................................... --- d.d.
Delniska druzba ..................................... --- D.D.
Àktsionernoye Obschestvo .................. --- A.O.
Osakeyhtiö ............................................. --- OY
Aktiengesellschaft ................................. --- AG
Anstalt ..................................................... --- Est
Gesellschaft mit beschränkter Haftung. --- GmbH
Société a responsabilité limité .............. --- S.à.r.l.
Anpartsselskab ...................................... --- ApS
Aktieselskab ........................................... --- A/S
Società a responsabilità Limitada ....... --- S.r.l
Sociedad Limitada ................................. --- S.L.
Spólka Akcyjna ...................................... --- S.A.
Spólka z organiczon odpowiedzialnoeco. --- Sp.z
Private limited company ...................... --- o.o
Close Corporation ................................... --- CC
(Proprietory) Limited ........................... --- (Pty) Ltd
Eteria periorismenis efthynis ............... --- E.P.E.
Limited .................................................... --- Ltd
Corporation ............................................. --- Corp.
Incorporated ........................................... --- Inc.
Société Anonyme or sociedad Anomina .. --- S.A.
Public Limited Company ....................... --- PLC
Societe, a Responosabilité Limité ......... --- S.A.R.L.
Berhad ...................................................... --- Bhd
Proprietary .............................................. --- Pty
Namloze Vennootschap ......................... --- N.V
Besloten Vennootschap .......................... --- B.V
Aktiengesellschaft .................................. --- A.G
Limited Life Company ........................... --- LLC

Limited Liability Company ................... --- LLC

Regarding Registered Office and Agent the 1994 IBC Act orders as follows:

(1) A company incorporated under this Act shall at alltimes have a registered office in Seychelles.

(2) The directors of the company may change the address of the registered office of the company, which change shall be notified to the Registrar.

(3) A company incorporated under this Act shall at all times have a registered agent in Seychelles.

(4) All applications made and all documents required to be submitted to the Registrar under this Act by a company incorporated under this Act shall be made through the registered agent who shall verify in writing the signature of any person appearing on the application or document and the registered agent may accept service on behalf of the company and any service accepted by the registered agent shall be deemed to have been accepted by the company.

(5) 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.

Annual meeting of Directors:

A director shall be deemed to be present at a meeting of directors if:
(a) he participates by telephone or other electronic means;

and
(b) all directors participating in the meeting are able to hear each other and recognise each other's voice and for this purpose participation constitutes prima facie proof of recognition.