Memorandum & Articles of Association

Description

The Memorandum and Articles of Association (M&A) are foundational legal documents for any International Business Company (IBC) in Seychelles.

If You Want M&A of an Existing IBC:

• Not Publicly Available by Default.
• How to get:
  1. Every one can order, a shareholder, director, natural person, company, organization, or any public authority with a legitimate interest
  2. Orders can only be placed here at the Commercial Register Seychelles
  3. In some special cases, a court order or due diligence request may be needed

What is the Memorandum & Articles of Association?

1. Memorandum of Association (MOA)

• This defines the structure and objectives of the company.
• Key contents include:
  • Company name
  • Registered office address
  • Objects (purpose) of the company
  • Liability of shareholders (usually limited)
  • Share capital and structure

  • Initial subscribers (the founding shareholders)

2. Articles of Association (AOA)

• This outlines the rules governing the internal management of the company.
• Includes:
  • Appointment and powers of directors
  • Shareholder rights and meetings
  • Dividend policy
  • Voting rights
  • Transfer of shares

These two documents together form the constitution of the company.

Legal Basis in Seychelles

Seychelles IBCs are governed by the International Business Companies Act, 2016.

• The M&A must be filed with the Seychelles Financial Services Authority (FSA) when incorporating the IBC.
• The IBC is not required to file any amendments to the Articles unless specifically required by law (privacy is preserved).

Summary