Company Liquidation in Seychelles

Foreign investors have the right to set up various types of companies in Seychelles and once their activities are completed or they no longer want to maintain their investments here, they can terminate these businesses. The procedure under which a company can be terminated in Seychelles is referred to as liquidation or winding-up.

The International Business Companies Act of 1994 is the main law providing for company liquidation in Seychelles. Company liquidation is also governed by the more recent Insolvency Act which dates to 2013.

We invite you to read below on the main requirements and procedures for company liquidation in Seychelles. At the same time, you can rely on our company formation agents in Seychelles if you want to liquidate a company.

Types of company liquidation procedures in Seychelles

Just like in other countries there are two main ways of terminating a business in Seychelles: voluntarily and by compulsory means. Voluntary liquidation implies a decision of the shareholders to terminate the company and which is completed by the directors, while the compulsory winding-up implies the decision to be taken by a court.

If you need any legal service related to the liquidation of a company in Seychelles, our agents are at your disposal.

Voluntary company liquidation in Seychelles

The voluntary termination of a company in Seychelles is possible under certain circumstances. Among these, the end of the project the company has going in Seychelles and the shareholders no longer want to keep the company, if the company was registered for a limited period of time which was mentioned in its Articles of Association or if the company no longer complies with the legal requirements related to the share capital or number of shareholders.

Companies undergoing voluntary liquidation must also comply with several requirements. These are:

• - the company has no debts at the moment the liquidation decision is made;
• - the company complies with all the legal requirements which allows the shareholders to terminate the company;
• - the company has fulfilled its obligations, as described by its object of activity.

All the conditions above must be fulfilled when applying for voluntary company liquidation with the Seychelles Companies Register.

In the case of voluntary company liquidation, the procedure will be completed by the directors who have the liberty to appoint a liquidator. One of the directors can be appointed as a liquidator.

The liquidator will have to fulfill the following duties:

1. identify all the company’s assets, creditors and third parties with claims in the company;
2. to pay or dispose the payment of any debts and liabilities towards creditors and third parties;
3. to distribute any remaining amount of money to the shareholders, in accordance with their contribution to the business;
4. to draft all the documents and reports which provide for the actions and transactions completed during the liquidation procedure;
5. to send copies of the statement of account to all the shareholders of the Seychelles company;
6. to file the documents which provide for the termination of the company with the Trade Register.

It is also possible for the liquidator to complete any activities of the Seychelles company until the termination of the business.

If you need information on voluntary company liquidation, our company registration consultants in Seychelles can assist you.

Compulsory company liquidation in Seychelles

The other method through which a Seychelles company can be terminated is compulsory liquidation which implies the decision to be made by a court of law.

Compulsory company winding-up is possible under one or more of the following conditions:

• - the court has established the company can no longer function under a provision of its statutory documents;
• - the company has not started its activities within one year from incorporation in Seychelles;
• - the company is unable to pay its debts and the liquidation was asked by its creditors;
• - the directors have acted unfairly towards the company and its shareholders, and thus harming the business;
• - the directors or shareholders have concealed or moved the assets of the company with the purpose of deceiving creditors.

No matter the type of company liquidation procedure a Seychelles business is under, a set of documents comprising a formal request, information about the company and the shareholders or beneficiaries and the certificate of registration of the company must be filed with the Companies House.

The economy of Seychelles

In numbers, foreign direct investments in Seychelles in 2018:

• - brought USD 158.5 million to the country’s economy;
• - this represented a 14% growth compared to the projected figures;
• - at the of 2019, FDI is expected to reach USD 284.2 million in Seychelles;
• - this will mean an increase of 79% compared to last year.

For assistance in terminating a business in Seychelles, please contact our company formation specialists. We can also help you set up an offshore company in Seychelles.