[ insert company name ]
(the “Company”)
An International Business Company
incorporated in Seychelles with IBC registration no. [insert number]
Minutes of the first Meeting of the Board of Directors of the Company
Place of Meeting:
Date and Time of Meeting:
Directors Present:
1.Notice and Quorum
Notice having been duly waived by each director, [insert name] was appointed as the Chairman of the meeting.After confirming that all participants could hear one another and that a quorum was present, the Chairman called the meeting to order.
2.Incorporation
It was NOTED that the Company was incorporated in Seychelles under the International Business Companies Act 2016 (the “Act”), as evidenced by the Company’s Certificate of Incorporation issued by the Registrar andthe Company’s Memorandum and Articles of Association as registered by the Registrar.
3.Registered Agent, Registered Office and Correspondence Address
3.1It was NOTED, as stated in the Company’s Memorandum and Articles of Association, that:
(a)the Registered Agent of the Company is Vistra (Seychelles) Limited of Vistra CorporateServices Centre, Suite 23, 1st Floor, Eden Plaza, Eden Island, Mahé, Republic of Seychelles; and
(b)the Registered Office of the Company is situated at Vistra Corporate Services Centre, Suite 23, 1st Floor, Eden Plaza, Eden Island, Mahé, Republic of Seychelles.
3.2It was RESOLVED that a copy of these minutes of meeting be provided to the Company’s Registered Agent for keeping at the Company’s Registered Office in Seychelles.
3.3 It was RESOLVED that the Company’s address for the purposes of all correspondence to it shall be as follows: [insert full physical address].
4.Share issuance
It was RESOLVED that:
4.1The application for and the allotment and issuance of share(s) in the Company as specified in the below table (the “Shares”) to the applicant(s) referred to in the table (the “Applicant(s)”), be and hereby is approved and that the Shares be issued accordingly to the Applicant(s):
Type ofShares Issued / Issued to(Applicant(s)) / Number of shares issued / Price paid per share / Total price paid / Issue Date
Ordinary share(s)having a par value of US$1 each / US$1
4.2A share certificate(s) in respect of the Shares be issued to each Applicant(s) accordingly, with such share certificate(s) to be signed by [any two directors / any one director / any one director and the Company Secretary].
4.3The Company’s director(s) shall prepare or cause the preparation of its Register of Members in accordance with section 104 of the Act and that such register shall be kept at the Company’s Registered Office in Seychelles. Particulars of the Shares and each Applicant(s) shall be entered in the Company’s Register of Members.
5.Directors
5.1It was NOTED that the subscriber to the Company’s Memorandum and Articles of Association appointed[insert full names of first director(s)] as the Company’s first director(s), who consented to act in such capacity.
5.2It was RESOLVED that the Company’s director(s) shall prepare or cause the preparation of its Register of Directors in accordance with section 150 of the Act and that such register shall be kept at the Company’s Registered Office in Seychelles.
6.Register ofBeneficial Owners
It was RESOLVED that the Company’s director(s) shall prepare or cause the preparation of its Register of Beneficial Owners in accordance with section 356 of the Act and that such register shall be kept at the Company’s Registered Office in Seychelles.
7.Location of minutes, resolutions and accounting records
It was RESOLVED that:
(a)The minutes and resolutions of the Company’s members and directors required to be kept in accordance with sections 125, 126, 156 and 157 of the Act shall be kept at the following location(s) until otherwise determined by resolution of directors:
[insert physical address of location of minutes and resolutions]
(b)The accounting records of the Company required to be kept in accordance with sections 174 and 175 of the Act shall be kept at the following location(s) until otherwise determined by resolution of directors:
[insert physical address of location of accounting records].
(c)If the place at which the Company’s accounting records or minutes of meetings and
consent resolutions are kept is changed, the Company shall inform its Registered Agent in
writing of the physical address of the new location of such records within 14 days of the
change of location.
8.Company Seal
It was RESOLVED that the seal embossed with the full name of the Company, an impression of which is affixed hereto, be and hereby is adopted as the Common Seal of the Company.
9.Appointment of Secretary
It was RESOLVED that [insert full name and address] be appointed as the Secretary of the Company, who consented to act in such capacity.
[Note – appointment of Secretary is optional – delete as applicable]
10.Conclusion
There being no further business, the meeting concluded.
______
ChairmanDirector / Secretary
[insert name] [insert name]
SEY 2017/11- 1 -