CHAPTER 38
COMMERCIAL CODE ACT

Arrangement of Sections

1. Citation.

2. Interpretation.

3. Commencement of Commercial Code of Seychelles.

4. Code of Commerce to cease to have effect.

5. Text to be deemed to be original version.

6. Previous amendments etc. of existing Code not affected.

7. Saving of existing laws altering existing Code except inconsistencies.

8. Act to prevail.

9. Construction.

10. Transitional amendments and repeals.

FIRST SCHEDULE

SECOND SCHEDULE

THIRD SCHEDULE

FOURTH SCHEDULE

5 of 1976,

23 of 1976,

22 of 1980,

8 of 1992.

SI 95 of 1976.

[Date of commencement: 1st January 1977]

1. Citation.

(1) This Act may be cited as the Commercial Code Act.

(2) This Act shall bind the Republic.

2. Interpretation.

In this Act, unless the context otherwise requires—

“appointed date” means the date appointed by the Minister under section 1 for the coming into operation of this Act;

“Civil Code” means the Civil Code of Seychelles;

“Commercial Code of Seychelles” means the Code set out in the First Schedule;

“enactment” means any Act, Arrêté, proclamation or regulations, and includes rules of court;

“existing Code” means the Code of Commerce referred to in section 4;

“this Act” includes the Commercial Code of Seychelles;

“revised edition of the Act” means the revised edition of the Laws of Seychelles prepared under the authority of the Law Revision Act, 1972.

3. Commencement of Commercial Code of Seychelles.

Subject to the provisions of this Act, the Commercial Code of Seychelles shall come into operation on the appointed date.

4. Code of Commerce to cease to have effect.

The Code of Commerce promulgated by the Arrêté of the 14th July 1809 (Decaen N.208) as set out in Chapter 58 of the revised edition of the Acts (1971) and all amendments thereto, shall cease to have effect in Seychelles.

5. Text to be deemed to be original version.

The text of the Commercial Code of Seychelles, as in this Act contained, shall be deemed for all purpose to be an original text and shall not be construed or interpreted as a translated text.

6. Previous amendments etc. of existing Code not affected.

(1) Nothing in this Act shall affect the operation prior to the appointed date of any enactment repealed or amended by this Act, or the previous operation of any amendment or modification by any such enactment of any article of the existing Code.

(2) Where, prior to the appointed date, any article of the existing Code ceased to have effect in Seychelles by virtue of any enactment repealed or amended by this Act, the inclusion of such article of the existing Code in the Commercial Code of Seychelles shall not affect or be affected by the previous operation of any such enactment.

7. Saving of existing laws altering existing Code except inconsistencies.

(1) Subject to subsection (2), any enactment whereby the existing Code was altered, modified or varied in Seychelles shall not, as regards any such alteration, modification or variation in force immediately before the appointed date, be affected by the coming into force of the Commercial Code of Seychelles unless, and except to the extent that, it is inconsistent with the Commercial code of Seychelles.

(2) The Minister may, by order in the Gazette, provide that any enactment specified in the order as being an enactment referred to in subsection (1), shall, notwithstanding anything therein inconsistent with the Commercial Code of Seychelles, have effect in Seychelles subject (if the order so provides) to such modifications or qualifications as may be specified in the order and to the extent so specified, any enactment so specified shall, until such order is revoked, expires or otherwise ceases to have effect, be read and construed for all purposes in conformity with such order without reference to subsection (1).

(3) An order under subsection (2) shall come into force on such date as shall be specified therein, not being a date prior to the appointed date.

8. Act to prevail.

Save as provided in section 7, where there is any inconsistency between any provision of this Act and any provision in any enactment in force immediately prior to the appointed date, the provision of this Act shall prevail:

Provided that any inconsistency between the Commercial Code of Seychelles and the Civil Code of Seychelles shall not operate to invalidate the latter which shall continue to apply to all matters dealt with thereunder.

9. Construction.

The Interpretation and General Provisions Act shall, subject to the provisions of this Act, apply in relation to the Interpretation of this Act, but shall not apply in relation to the Commercial Code of Seychelles, which shall be read and construed for all purposes in accordance with the rules of interpretation contained in the Civil Code of Seychelles.

10. Transitional amendments and repeals.

(1) The Second Schedule shall have effect in relation to the matters specified therein.

(2) The enactments specified in the first column of the Third Schedule are amended respectively to the extent indicated in the second column thereof.

(3) The enactments specified in the Fourth Schedule are repealed.

FIRST SCHEDULE

[Section 2]

Commercial Code of Seychelles Act

THE COMMERCIAL CODE OF SEYCHELLES

[Note to 1994 Ed: The numbering of the articles of the Commercial Code of Seychelles is intended, so far as possible, to correspond with the articles of the existing Code. Articles which only exist in number and which are described as repealed are intended to account for articles in the existing Code (as set out in the Fourth Schedule of this Act) which have no equivalent in the Commercial Code of Seychelles or which have been repealed by the relevant Acts referred to in the Commercial Code of Seychelles.]

TABLES OF CONTENTS

OF

THE COMMERCIAL CODE OF SEYCHELLES

 

 

Articles

BOOK I

COMMERCE IN GENERAL

TITLE I

MERCHANT

1

7

TITLE II

COMMERCIAL BOOKS

8

17

TITLE III

LEGAL PERSONS

18

64

SECTION I

The Kinds of Legal Persons and the Rules applicable thereto

18

50

SECTION II

The Management of Commercial Partnerships

51

64

TITLE IV

SEPARATION OF PROPERTY (Repealed)

65

70

TITLE V

EXCHANGES MONEY DEALERS AND BROKERS (Repealed)

71

90

TITLE VI

PLEDGES, MERCANTILE AGENTS AND CARRIERS

91

108

SECTION I

Pledges

91

93

SECTION II

Mercantile Agents in General

94

95

SECTION III

Mercantile Agents for the purposes of Carriage by Lands, Water and Air

96

102

SECTION IV

Carriers

103

108

TITLE VII

SALE

109

109-7

TITLE VIII

BILLS OF EXCHANGE, PROMISSORY NOTES AND PRESCRIPTION (Repealed)

 

 

TITLE IX

ARBITRATION

110

189

BOOK II

COMMERCE BY SEA

 

 

TITLE I

MARITIME AND SHIPPING LAW

190

436

BOOK III

BANKRUPTCY AND RELATED OFFENCES (Repealed)

437

614

BOOK IV

COMMERCIAL JURISDICTION (Repealed)

615

648

BOOK I

COMMERCE IN GENERAL

TITLE I

MERCHANTS

ARTICLE 1

1. Merchants are persons who in the course of their business, habitually perform acts with the main object being the acquisition of gain.

2. Generally merchants are those who engage in business or trade relating to the production, the distribution and the supply of services and those who, by the usages of trade, are recognised as merchants.

3. A body corporate shall be deemed to be engaged in commerce even if its object is non-commercial.

ARTICLE 2

An emancipated miner of either sex who wished to avail himself of the privilege of engaging in commerce granted to him by Article 487 of the Civil Code, shall only be permitted to begin business, or shall be deemed of full age in respect of obligations undertaken by way of trade, if he has been expressly authorised by the Court.

ARTICLE 3

[Repealed by Fourth Schedule.]

ARTICLE 4

1. A married woman shall have full legal capacity as if she were a female sole. In particular, she shall be free to engage in commerce without the consent of her husband and shall alone be subject, in respect of her separate property, to the insolvency laws.

2. However, she shall not be presumed to be a merchant, acting on her own account or jointly with her husband, if she merely assists him as his employee or agent.

ARTICLE 5

[Repealed by Fourth Schedule]

ARTICLE 6

[Repealed by Schedule I of Status of Married Woman Act]

ARTICLE 7

[Repealed by Schedule I of Status of Married Woman Act]

TITLE II

COMMERCIAL BOOKS

ARTICLE 8

1. Every merchant and every body corporate shall be bound to keep books or accounts. Such books or accounts shall contain all transactions entered into by the merchant or the body corporate on any account whatever. The records of such transactions, whether they consist of receipts, invoices, letters received or copies of letters sent, shall be deemed to be an integral part of the books or accounts kept.

2. Small traders, such as street traders, hawkers and other traders, who do not operate in a stable and regular way from business premises shall be exempt from the obligation to keep books or accounts. Such exemption, however, shall not confer any benefit upon them in respect of any assessment related to the payment of tax on income.

3. Nothing in this article shall affect the obligations of a legal person incorporated under the Companies Act, for which special provision is made thereunder.

ARTICLE 9

The books and accounts which merchants are bound to keep in accordance with paragraph 1 of Article 8 of this Code shall also contain an annual balance sheet of assets and liabilities drawn up in accordance with the principles which are generally accepted by commercial practice. Such sheet shall be complete, clear and easy to read and must indicate as accurately as possible the financial position of the business or trade in which the merchant is engaged.

ARTICLE 10

The books and accounts kept by merchants shall not contain blank spaces nor shall any entry be added to, altered, erased or modified by any marginal entry.

ARTICLE 11

1. The books and documents referred to in articles 8 and 9 of this Code shall be retained for a period of ten years. The correspondence received and the copies of the letters sent shall be filed and retained for the same period. After ten years it shall be presumed that the books, documents and correspondence are no longer available.

2. In the case of a sale of the business other than a business incorporated under the Companies Act, such books, documents and correspondence shall remain the property of the seller subject to his obligation during the five years immediately following the sale to accede to a reasonable request of the buyer to place such books and documents at the buyer’s disposal. The seller may elect to transfer the ownership thereof to the buyer.

ARTICLE 12

1. Commercial books, accounts and documents regularly kept, shall be admissible by the Judge as evidence between merchants in respect of commercial transactions. But the person who wants to rely upon such books may not leave out such part of the contents as is contrary to his claim.

2. The admissibility of book entries of merchants in transactions with non-merchants shall be governed by articles 1329 and 1330 of the Civil Code.

3. Paragraphs 1 and 2 of this article shall be without prejudice to the provisions of the evidence (Bankers’ Books) Act, or to any regulations made thereunder, or to the provisions of any law from time to time enforced.

ARTICLE 13

When the books, which persons engaged in commerce are bound to keep, are not properly or regularly kept, the Court shall be entitled to draw therefrom such inferences as may be reasonable in the circumstances.

ARTICLE 14

A party who, having a lawful cause, is unreasonably refused access to the commercial books and documents of another, may ask the Court to order the production of such books and documents.

ARTICLE 15

In the course of proceedings the Court may also order at its discretion the production of all books and documents or of extracts therefrom.

ARTICLE 16

In case the books the production of which is offered, required or ordered, are not easily available it shall be open to the Court to order that they shall be inspected by a person appointed by the Court. Such person shall be bound to draft a statement of the contents of such books and transmit it to the Court without delay.

ARTICLE 17

If a party in proceedings before the Court does not produce or offer to produce the books in evidence the Judge shall be entitled to tender the oath to the other party.

TITLE III*

LEGAL PERSONS

[*Note to 1994 Ed:See section 344 of the Companies Act. (Act 4 of 1972).]

Section I

The Kinds of Legal Persons and the Rules applicable thereto

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