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Restoration of an officially dissolved company in the Seychelles. Arrangement of and support in court proceedings

Previously, restoration of a company after official liquidation was only possible through a court order. Starting from the 1st of January 2022, an application for restoration of both struck-off and dissolved company may be submitted not only to the court, but also to the registration authority.

Official liquidation in the Seychelles

A dissolution of a company in the Seychelles Islands occurs either voluntarily (by decision of the shareholders and following a certain procedure), or automatically after 1 year of the company's stay in the "struck off" status (if the company did not pay the renewal and state fees).

Ways to restore a company

Previously, restoration of a company after official liquidation (i.e. a company having a “dissolved” status) was only possible through a court order. Starting from the 1st of January 2022, an application for restoration of both struck-off and dissolved company may be submitted not only to the court, but also to the registration authority:

  • for a struck-off company – within 1 year from the date of its striking off;
  • for a dissolved company - within 5 years from the date of its dissolution.
That change applies only to companies that were dissolved automatically (after 1 year from the date of striking off from the Register). Companies liquidated voluntarily, as before, can only be restored through a court order.

Also, companies that were removed from the Register for certain “aggravating” reasons (for example, companies that were used for fraudulent purposes or conducted licensed activities - banking, insurance, etc. without a license) cannot be restored by submitting a request to the registration authority - you also need to go to court to restore them.

The Registrar has no right to restore a company in the Register until it is satisfied with the way the company fulfills its obligations concerning:

  • maintenance and storage of accounting documents, register of shareholders and register of directors; as well as
  • maintenance of a register of beneficial owners and filing the same (through its registered agent) with the state authorities in accordance with the Beneficial Ownership Act 2020.

An application for restoration of a company

An application for restoration of a company may be submitted to the registration authority by the following persons:

  • creditor,
  • shareholder,
  • former shareholder,
  • director,
  • former director,
  • liquidator or
  • former liquidator of the company.

An application for restoration of a company liquidated on a voluntary basis, as well as a company struck off the Register for certain reasons (for example, as a result of conducting a licensed activity without a license), must be submitted to the court:

for a struck-off company – within 1 year from the date of its striking off;

for a dissolved company - within 5 years from the date of its dissolution.

In this case, the following persons can apply for restoration of the company:

  • creditor,
  • shareholder,
  • former shareholder,
  • director,
  • former director,
  • liquidator, or
  • former liquidator of the company; or
  • any other person who can establish an interest in having the company restored to the Register.

The court will not restore a struck-off or dissolved company if the registration authority is not satisfied with the way the company is fulfilling its obligations concerning:

maintenance and storage of accounting documents, register of shareholders and register of directors; as well as

maintenance of a register of beneficial owners and filing the same (through its registered agent) with the state authorities in accordance with the Beneficial Ownership Act 2020.
PLEASE NOTE: Upon filing an application for restoration of a company (either directly with the Registrar or through the court), the Registrar will require the company to provide its Registered Agent with copies of accounting records and documents for the last 7 years.

Information required for restoration of an automatically dissolved company

In order to prepare an application for restoration of an automatically dissolved company, we will need the following information:

  1. Name and address of the applicant (as well as scanned copies of the passport and a document confirming the address of the applicant's permanent residence).
  2. The reason why the renewal of the company was not paid.
  3. The grounds on which it needs to be restored (for example, the company has assets or valid claims to other persons). The existence of the grounds will need to be documented.
  4. Articles of Association and Certificate of Incorporation of the company (if the documents are not available, we can order copies certified by the registration authority - Financial Services Authority).
  5. Certified copies of registers of directors and shareholders.

Information required for restoration of a voluntarily dissolved company

To restore a voluntarily dissolved company, we will need:

  1. The name and address of the claimant (as well as scanned copies of the passport and a document confirming the address of the claimant's permanent residence).
  2. Information about the reason for dissolution.
  3. The grounds on which the company needs to be restored (for example, it still has assets or valid claims to other persons). The existence of the grounds will need to be documented.
  4. Articles of Association and Certificate of Incorporation of the company (if the documents are not available, we can order copies certified by the registration authority - Financial Services Authority).
  5. Certified copies of registers of directors and shareholders.
  6. Copies of all documents that were submitted to the state authorities for dissolution (resolutions, liquidation plan, Articles of Dissolution, etc.).
  7. Certificate of Dissolution of the company (if it is not available, we can order a copy certified by the Financial Services Authority).

The restoration procedure takes 3-4 weeks from the date of filing an application, if it is accepted without objection.

When a company is restored, it is deemed that it has not been dissolved or struck off the Register and that its legal capacity has not been interrupted.
PLEASE NOTE: after restoration of the company, it will be necessary to pay for its renewal, as well as to pay state fees for all periods that have passed since the last payment, as if the company had been in an active state all this time.

Also, the company will need to be brought in line with the requirements of laws that may not have been in force at the time of its dissolution (submit a register of directors to state bodies, prepare a register of beneficiaries, determine the tax status of the company, provide the registered agent with accounting documents for the last 7 years). We recommend that you seek expert advice in order to understand the scope of all actions that will be required to fully restore your company.

Fees*

Services
Fees (in USD)
Preparation of a petition to the court, provision of legal support in the proceedings (one hearing)
from 3 500
Obtaining a Certificate of Incorporation, Memorandum and Articles of Association or Certificate of Dis-solution certified by the registration authority
350**
Preparation of an apostilled set of the company’s corporate documents after restoration
650
Advice of a lawyer with relevant expertise
200 / hour
Compliance fee
150 (standard fee including compliance check on 1 individual);
+ 50 per each additional individual (director, shareholder or beneficiary) or legal entity (di-rector or shareholder), if such legal entity is ad-ministered by GSL;
+ 100 per each additional legal entity (director or shareholder), if such legal entity is not administered by GSL;
250 (the fee for high risk companies, including compliance check on 1 individual)

*The fees are valid as of the date of sending of this offer.

**Per one certified copy of a document.

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3500 USD
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