Seychelles companies can cease their operations in two ways:
If a company fails to pay its annual renewal fees which include the government fee and the Registered Agent’s fees, it is struck off the register.
The strike off date depends on the date of incorporation:
If a company is incorporated in the first half of a year and has failed to pay its renewal fees before 30 December of the current year, it will be struck off on 31 December;
If a company is incorporated in the second half of a year and has failed to pay its renewal fees before 30 December of the following year, it will be struck off on 31 December in the year following the non-renewed period.
Notwithstanding that the name of a company has been struck off the register, the company and its officers continue to be liable for all their obligations and can be held responsible.
At the same time, once the company is struck off the register, the company or its directors, members and other officers may not legally:
- carry on any business or in any way deal with the assets of the company, or commence legal proceedings;
- defend any legal proceedings, make any claim or claim any right for, or in the name of, the company; or
- act in any way with respect to the affairs of the company.
A company can be restored to the register by payment of all outstanding annual fees and penalties. A company will be deemed automatically dissolved after 1 year of being struck off.
Upon restoration, a company is deemed to have continued in existence as if it had never been dissolved or struck off.
A company is deemed officially dissolved, its obligations are terminated and it can only be restored to the register by application to court. Upon completion of liquidation the Registrar issues a certificate of dissolution.
The legal fee to liquidate a company is USD 3 350 + Compliance fee*.
Liquidation takes approximately 1-2 months to complete.
This option is only available to a company that:
is able to meet its liabilities as they fall due.
For us to draft the necessary documents, please provide a copy of passport of an individual who will be appointed as liquidator and advise the sum of his/her remuneration. Please note that the liquidator must not have been affiliated with the company.
In addition, a liquidator
CAN be an individual or a legal entity if such individual or a legal entity is not disqualified by law from being appointed, or acting, as a voluntary liquidator of a company.
- a disqualified person or an individual subject to an equivalent disqualification under the laws of a country outside Seychelles;
- a minor;
- an incapacitated adult;
- an undischarged bankrupt;
- an individual who is, or at any time in the previous two years has been, a director of the company;
- an individual who acts, or at any time in the previous two years has acted, in a senior management position in relation to the company and whose functions or responsibilities have included functions or responsibilities in relation to the financial management of the company;
- an individual who is a sole member of the company; and
- an individual who is a close family member of an individual specified in paragraph 5, 6 or 7;
- a legal entity -
- which is wholly or partly owned or controlled by an individual specified in paragraphs 5, 6, 7 or 8; or
- which is a subsidiary or parent company of the legal entity in liquidation where individuals are subject to the restrictions specified in paragraphs 5, 6 or 7.
It is also possible to appoint an independent external liquidator.
The legal fee to liquidate a company under this option with the appointment of an external liquidator* is USD 4 680 + Compliance fee** and can be increased if significant difficulties are identified during the liquidation process. Any out-of-pocket expenses (such as shipment of documents, translations, certifications) are paid additionally. Upon receipt of payment and above information we will proceed with drafting of documents to be signed by the directors, shareholders, and liquidator of the company.
By the time of going into liquidation a company must cease any operations. Please also note that a company must be in good standing when the certificate of dissolution is issued.
Liquidation procedure includes the following stages:
notice of appointment of the liquidator;
winding up plan approved by the shareholders of the company;
statement of winding up signed by the directors (the original is filed with the Registrar).
or online newspaper circulating outside Seychelles.
You need to publish a notice of liquidation (we will provide the text separately) in a newspaper having wide circulation or an online newspaper in the country where the company has its principal place of business. The notice must be printed in 2 languages (an English text is obligatory). We will then require to receive the original issue of this newspaper.
If necessary, this certificate can be apostilled, apostille will cost USD 425.
Procedure similar to that under clause b.
A company is deemed dissolved from the date of issue of the certificate of dissolution and can ONLY be restored by court order within 5 years of dissolution if there are good reasons for its restoration.
*Please note that our company only provides an external liquidator who is an individual.
**Compliance fee is calculated as follows:
1) USD 250 (standard rate, includes the check of 1 individual)
+ USD 150 for each additional individual (director, shareholder, or beneficial owner) or legal entity (director or shareholder) if such legal entity is administered by GSL
+ USD 200 for each additional legal entity (director or shareholder) if such legal entity is not administered by GSL
USD 100 (signing of documents)
2) USD 350 (check for high-risk companies, includes the check of 1 individual)
+ USD 150 for each additional individual (director, shareholder, or beneficial owner) or legal entity (director or shareholder) if such legal entity is administered by GSL
+ USD 200 for each additional legal entity (director or shareholder) if such legal entity is not administered by GSL
USD 100 (signing of documents).
