INTERNATIONAL BUSINESS COMPANIES REGULATIONS, 2014

ARRANGEMENT OF REGULATIONS

REGULATION

                                 PART I PRELIMINARY PROVISIONS

1. Citation
2. Repeal
3. Interpretation

PART II

INTERNATIONAL BUSINESS COMPANIES GENERALLY

1. Words in company names requiring approval
2. Prescribed Forms
3. Reservation of a company name
4. Incorporation/Registration/Continuation of Company
5. Registration of Articles etc
6. Amendment of Articles
7. Certificate of Immobilisation of Bearer Shares
8. Change of registered office
9. Election to Register Charges
10. Registration of Charges
11. Variation of Charge
12. Cessation of Charge
13. Articles of Merger of Parent and Subsidiary Company and Certificate of Merger etc.
14. Articles of Merger and Certificate of Merger
15. Dissolution of international business company
16. Restoration of international business company to register
17. Certificate of Exemption from Duties and Taxes
18. Election to register Directors and/or Members etc
19. Certificate of Good Standing
20. Duplicate, permissive registration and non-payment of annual fee
21. Fees and Penalties

SCHEDULE 1: Prescribed Words and Expressions requiring approval

SCHEDULE 2: Prescribed Forms

SCHEDULE 3: Fees and Penalties

MOHELI(MWALI)

STATUTORY RULES AND ORDERS

2014    NO. 3

IN EXERCISE of the powers conferred by sections 23 and 91 of the MOHELI(MWALI) International Business Companies (Amendment and Consolidation Act) 2010, the Governor makes the following Regulations:

MOHELI(MWALI)  INTERNATIONAL BUSINESS COMPANIES REGULATIONS, 2014

PART I PRELIMINARY PROVISIONS

1. These Regulations may be cited as the Moheli(Mwali) International Business Companies Regulations, 2014.
2. The International Business Companies Regulations, 1998 are hereby repealed.
3. In these Regulations:

“Act” means the International Business Companies (Amendment and Consolidation) Act 2010; “Authority” means the Authority as defined in the Act;

“dollar” or “$” means a dollar in the currency of the United States of America; “functionary” means:

(a)     in the case of a mutual fund SCC, the manager, administrator, investment advisor, custodian or any other person approved by the Authority;

(b)    in the case of an insurance company SCC, a manager, broker, agent, actuary, or any other person approved by the Authority;

“insurance company” means an insurer licensed under the International Insurance (Amendment and Consolidation) Act 1998;

“insurance company SCC” means a segregated cell company that is an insurance company;. “mutual fund” means a company that is recognized as an accredited or a private fund, or that is

registered as a public fund, under the Mutual Funds (Amendment)  Act, 1998;

“mutual fund SCC” means a segregated cell company that is a mutual fund.

PART II

INTERNATIONAL BUSINESS COMPANIES GENERALLY

The words and expressions set out in Schedule 1 are prescribed as words and expressions that require the approval of the Registrar before they can be used in the name of an international business company.

The forms set out in Schedule 2 are prescribed for use in the matters to which they relate.

(1) An individual with a bona fide intention to use a name for incorporation or continuation of an international business company under the Act shall submit to the Registrar in duplicate a completed version of Form 2 prescribed in Schedule 2 for each company name being reserved pursuant to section 11 (1) of the Act.

(2)     No fee is payable under this regulation in respect of a period of seventy two hours and under but thereafter a fee is payable and shall be as prescribed in Schedule 3.

(3)     Name reservations may be renewed by the submission of a new Form 2 together with the prescribed fee in Schedule 3.

(4)     Where the completed Form 2 is accepted, the Register shall deliver to the applicant a certified copy of the approved Form 2 under his hand and seal.

1. Where Articles are required to be filed by an international business company, such articles in prescribed form (as set out in Schedule 2 i.e. Form 3, Form 4, Form 14, Form 16 or Form  17  as appropriate) shall be submitted to the Registrar in duplicate together with the fee prescribed in Schedule 3 and where appropriate, the applicant shall also attach two copies of the approved Form 2 granted under regulation 6 (4).
2. The Registrar shall register the Articles of an international business company in the Register on receipt of the appropriate fee and acceptance of the Articles pursuant to regulation 7 and shall deliver to the registered agent:

(a)     a Certificate of Incorporation (Form 1); or

(b)    a Certificate of Continuation, Registration, Merger or as appropriate; and

(c)     a certified copy of the certificate in (a) or (b) above)) relevant to the filing of the Articles;

1. (1) An international business company shall in order to amend its Articles, submit to the Registrar in duplicate, amended Articles (Form 3, Form 14, Form 16, Form 17 or Form 21 as appropriate) together with Articles of Amendment (Form 4) and the fee prescribed in Schedule 3.

(2) The Registrar shall, on the receipt and acceptance of the duly amended Articles and the appropriate fee, register the amended Articles.

1. A registered agent of an international business company that has issued bearer shares shall (as and when requested to do so by the legal owner of the shares) deliver to the legal owner of such bearer shares a Certificate of Immobilisation in prescribed form in respect of bearer shares held by the registered agent.
2. (1) An international business company shall, in order to change its registered office, submit to the Registrar in duplicate a completed version of Form 6 prescribed in Schedule 2 together with the fee prescribed in Schedule 3.

(2) The Registrar shall upon receipt and acceptance of the duly completed Form 6 and the appropriate fee, register the change of registered office or registered agent, or both, in the Register.

1. An international business company that elects to register charges (in general) shall, at the time of such election, submit to the Registrar in duplicate a completed version of Form 7 together with the fee prescribed in Schedule 3.
2. (1) An international business company that elects to register a charge shall submit to the Registrar in duplicate a completed version of Form 8 together with the fee prescribed in Schedule 3.

(2) The Registrar shall upon receipt and acceptance of the duly completed Form 8 and the prescribed fee register the charge in the Register of Registered Charges and issue to the international business company a certificate in the prescribed form (Form 9).

1. (1) Where a person wishes to vary a charge currently filed with the Registrar, such person shall submit to the Registrar in duplicate, a completed Form 10 together with the fee prescribed in Schedule 3.

(2) The Registrar shall upon receipt and acceptance of the duly completed Form 10 and the prescribed fee register the variation of charge and issue to both the chargee and the international business company a certificate of variation of charge in the prescribed form (Form 11).

1. (1) Where a charge registered under section 141 of the Act ceases to be of effect the international business company shall submit to the Registrar in duplicate, a completed Form 12 together with the prescribed fee in Schedule 3.

(2) The Registrar shall upon receipt and acceptance of the duly completed Form 12 and the prescribed fee issue to both the chargee and the international business company a certificate of cessation of charge in the prescribed form (Form 13).

1. (1) An international business company shall submit to the Registrar in duplicate the Articles of Merger of a parent and subsidiary company (Form 16) together with the fee prescribed in Schedule 3.

(2)     The Registrar shall deliver a certificate of Merger in the form prescribed in Form 15 of Schedule 2 upon registration thereof.

(3)     An international business company shall be issued a certified copy of the Certificate of  Merger pursuant to regulation.

1. (1) An international business company shall submit in duplicate to the Registrar its Articles of Merger or Consolidation (Form 14) for registration together with the fee prescribed in Schedule 3.

(2)     The Registrar shall deliver a certificate of Merger or Consolidation to the company in the  form prescribed in Form 15 of  Schedule 2 upon registration thereof.

(3)     An international business company shall be issued a certified copy of the certificate of Merger or Consolidation pursuant to regulation.

1.  (1)  An international business company which proposes to wind up and dissolve shall submit to   the Registrar in duplicate duly completed Articles of Dissolution in Form 21 of Schedule 2 together with the fee prescribed in Schedule 3.

(2) The Registrar shall upon receipt of the Articles of Dissolution has been complied with by the company, its directors and liquidator, issue to the company a Certificate of Dissolution in the form prescribed in Form 22 of Schedule 2.

1.  An international business company which requires to be restored to the Register shall submit  to the Registrar in duplicate duly completed Form 23 of Schedule 2 together with the fee prescribed in Schedule 3.
2.  (1) The Registrar shall issue every international business company incorporated or continued in  the State under the Act with a Certificate of Exemption from Import Duties in the form prescribed in Form 25 of Schedule 2 upon the incorporation or continuation of such company.

(2) Where an international business company does not makes the  election under section 180 (2)  of the Act, the Registrar shall issue such company with a Certificate of Exemption from Direct Taxes in the form prescribed in Form 26 of Schedule 2 upon its incorporation or continuation as the case may be.

1. (1) Where an international business company makes the election, the company shall submit to the Registrar in duplicate, completed Form 27 as set out in Schedule 2 together with the appropriate fee in Schedule 3.

(2)     Where there has been any change in the directors or members (as the case may be) or in any information pertaining thereto, the international business company shall, within 14 days of such change, submit to the Registrar in duplicate, the form prescribed in Form 28 of Schedule 2, together with the appropriate fee.

(3)     An international business company that wishes to cancel the election  shall submit to the Registrar in duplicate completed Form 29 as set out in Schedule 2 together with the prescribed fee.

1. The Registrar shall upon the application in writing of any person, and the payment of the relevant fee prescribed in Schedule 3 issue a Certificate of Good Standing in the form prescribed in Form 30 of Schedule 2.
2. (1) A member, director or officer of an international business company, acting through a  registered agent shall, in order to obtain from the Registrar a duplicate copy of the articles or any certificate or document in respect of an international business company, submit to the Registrar in duplicate a letter containing at least the following information about the international business company:

(a)     its name;

(b)    its unique identification number;

(c)     the name of the current registered agent;

(d)    its registered office;

(e)     the document being requested; and

(f)      the name, address and status (i.e. director, member, officer or registered agent) of person making the request.

(1)     (a)  An international business company shall submit to the Registrar under the cover of   an explanatory letter, in duplicate, any document permitted but not required to be registered under the provisions of the Act together with the relevant fee prescribed in Schedule 3.

(b) The Registrar shall upon receipt thereof register the documents in the Register and shall maintain them in the same manner as the Register is required to be maintained under the Act.

( 3) (a) An international business company shall submit to the Registrar on or before the 1st day of January of each year the annual fees due under the Act and prescribed in Part 1 of Schedule 3.

(b)     An international business company that fails to make payment by the prescribed date is liable to pay a penalty as set forth in Part 2 of Schedule 3.

(c)     The Registrar may exercise his power and strike from the Register any company that fails to pay the outstanding fee and penalty by the 31st day of December following the 1st January upon which such fee first became payable.

1. (1) The fees required to be paid under the Act for filing or other services are set out in Part 1 of Schedule 3.

(2) The penalty for failing to make payments when due are set out in Part 2 of Schedule 3.

SCHEDULE 1

PRESCRIBED WORDS AND EXPRESSIONS

Assurance, Assurance Broker, Assurer, Authority,

Banc, Banca, Bancaria, Bancaire, Bancario, Banco, Bancomer, Bancorp, Bancos, Bangko, Bank, Banka, Bankas, Bankasi, Banke, Banken, Banker, Bankhaus, Banki, Bankiers, Banking, Bankin’ny, Bankirsky, Bankos, Bankverein, Banky, Banque, Banquier, Banquiers, Building Society,

Casualty, Chamber of Commerce, Charity, Charitable, Co-operative, Co-op, Credit, Creditbank, Credit Union, Creditanstalt, Credito,

Discontobank,

Friendly Society, Fiduciary, Fund,

Gennossenschaftsbank, Girobank, Girozentrale, Government, Guarantee Handelsbank, Hypothekenbank,

Indemnity, Insurance, Insurance Broker, Insurer, Kantonalbank, King, Kontrolbank, Kretit, Kredietbank, Landesbank, Lottery, Lotto,

Majesty Nationalbank,

Pankki, Patent, Patent Office, Police, Post Office, Prince, Princess, Privatbank, Queen,

Re-assurance, Re-assurance Broker, Re-assurer, Red Cross, Re-insurance, Re-insurance Broker, Re-insurer, Royal, Royale, Royalty,

Stock Exchange, Surety Trade Union, Trust, Trustee Underwriter,

SCHEDULE 2

PRESCRIBED FORMS

FORM 1

MOHELI(MWALI)

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND CONSOLIDATION) ACT 2010

CERTIFICATE OF INCORPORATION

(Name of International Business Company)

(International Business Company Number)

I hereby certify that the above-mentioned International Business Company,

the Articles of Incorporation of which are attached hereto, was incorporated under the International Business Companies Act (Amendment and Consolidation Act) 2010, on

(Date of Incorporation)

REGISTRAR OF INTERNATIONAL

BUSINESS COMPANIES

[SEAL]

FORM 2

MOHELI(MWALI )

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND CONSOLIDATION) ACT 2010

REQUEST FOR NAME SEARCH AND NAME RESERVATION

1. Name, address, telephone and fax number of person making the request: Name:

Address: Telephone: Fax No.:

If person making the request is a registered agent, state name and licence number: Name:

Licence number:

1. Proposed name or names in order of preference: 1.         6.

2.                                                         7.

3.                                                         8.

4.                                                         9.

5.                                                         10.

1. Main types of business the company proposes to carry on:

1. Derivation of Name:

1. First available name to be reserved:

Yes  [ ]                                      No [ ]

1. Purpose of Name Request: (please check appropriate box)

[ ]   Incorporation

[ ]  Continued company [ ]   Change of name

—state present name and company number [ ]       Amalgamation

—state names and company numbers of amalgamating companies

1. Provide any relevant information (e.g. names of affiliated businesses, consents required from other companies):

FOR REGISTRY USE ONLY

Date Filed: Received By:

[ ]   Yes, Name #  ……………………………..  appears to be available and is reserved for you

for 72 hours free of charge …………………..

[ ]   No, Name #. …………………..is not available. Please see reasons below: [ ]   Prohibited

[ ]   Too similar to attached names

[ ]   Obscene or on public grounds objectionable [ ]   Other

FORM 3

MOHELI(MWALI)

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND CONSOLIDATION) ACT 2010

ARTICLES OF INCORPORATION

1. The name of the International Business Company is:
2. The address of the registered office of the International Business Company is: Address:

Mailing Address:

1. The name and address of the First Registered Agent of the International Business Company are: Name:

Address:

1. (i) Select the description which best describes the type of International Business Company being incorporated. (Check ONE box ONLY)
   1. [ ]   Company Limited by Shares
      1. [ ]   Company Limited by Guarantee that is authorized to issue Shares
      2. [ ]   Company Limited by Guarantee that is NOT authorized to issue Shares
         1. [ ]   Unlimited Company that is authorized to issue Shares
         2. [ ]   Unlimited Company that is NOT authorized to issue Shares

(ii)    Select the description (if any) which further defines the attributes of   the International      Business Company being incorporated.  (Check ALL boxes that apply)

1. [ ]   Segregated Cell Company with incorporation authorization from the Authority.
   1. [ ]   Limited Duration Company with expiry date of [ ] [ ] [ ] [ ] [ ] [ ] (Day/Month/Year)
2. In the case of an International Business Company authorized to issue shares, state the following:
   1. Currencies in which shares of the International Business Company shall be issued are:

;                              ; and

1. The  total  authorised  capital    (if  any)  of  the  International  Business  Company  is:  [currency]

1. The number of shares (if any) with par value that the International Business Company is  authorised to issue is     shares, each with a par value of [currency]                                                                                     .
2. The number of shares (if any) without par value that the International Business Company is

authorised  to  issue is

.

shares

with  aggregate  Capital  Value  of [currency]

1. Is the International Business Company authorized to issue bearer shares? Yes [ ]            No  [ ]

(i)      The number of shares to be issued as bearer shares is:

(ii)    The number of shares to be issued as registered shares is:

(iii)  If shares issued to bearer are to be issued, state the manner in which a required notice is to be given to holders of such shares:

(iv)   Registered shares may be exchanged for shares issued to bearer as follows:

(v)     Shares issued to bearer may be exchanged for registered shares as follows:

1. Where the International Business Company is to be limited by guarantee and 4 (i)(b) or 4(i)(c) above has been selected, each member of the International Business Company, shall by affixing his signature below (or by providing a separate undertaking by signed writing in similar terms to the International Business Company) undertake as follows:

That he shall undertake to contribute to the assets of the International Business Company in the event of the International Business Company  being wound up during the time that he is a  member, or within one year afterwards, for the payment of the debts and liabilities of the International Business Company contracted before the time at which he ceases to be a member, and of the costs, charges and expenses of the winding-up of the company, and for the adjustment  of the rights of the contributors amongst themselves-

[ ]   in an amount not exceeding US$          ; or

[ ]   in an unlimited amount.

1. The International Business Company is to be an unlimited company. The liability of the members of the International Business Company in respect of the company’s debts, liabilities and obligations is unlimited.

Yes    [ ]               No  [ ]

1. Other provisions, if any:

Dated the  day of                           20

.                    REGISTERED AGENT

By: Name:

License No.

WITNESSED BY A RESIDENT OF MOHELI (MWALI):

Signature:                                            Name:

Address:

Date:      day of                                   20

FOR REGISTRY USE ONLY

Company No: Agent Code No: Date Filed: Received By:

FORM 4

MOHELI (MWALI)

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND CONSOLIDATION) ACT 2010

ARTICLES OF AMENDMENT

1. Name of Company:

1. Company No.:

1. Nature and Date of Adoption of Resolution:

1. The articles are amended as follows: (Note: If amended in entirety, please attach new articles)

1. Full Name:                  Office Held:                 Address:                Date:

FOR REGISTRY USE ONLY

Company No: Agent Code No: Date Filed: Received By:

FORM 4

MOHELI (MWALI)

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND CONSOLIDATION) ACT 2010

ARTICLES OF AMENDMENT

1. Name of Company:

1. Company No.:

1. Nature and Date of Adoption of Resolution:

1. The articles are amended as follows: (Note: If amended in entirety, please attach new articles)

1. Full Name:                  Office Held:                 Address:                Date:

FOR REGISTRY USE ONLY

Company No: Agent Code No: Date Filed: Received By:

FORM 6

MOHELI (MWALI)

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND CONSOLIDATION) ACT 2010

NOTICE OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT

1. Name of Company:

1. (a)   Company No.:

(b)  Nature and Date of Adoption of Resolution

3.

Registered Office:

Address:                                  Mailing Address:

1. If change of address of registered office, give previous address of registered office: Address:                                                                Mailing Address:

1. Registered Agent:

Name:                          Address:                Mailing Address:

1. If change of registered agent, give details of previous registered agent: Name:        Address:                                                Mailing Address:

1. Date:                                      Signature:                              Title:

FOR REGISTRY USE ONLY

Company No: Agent Code No: Date Filed: Received By:

FORM 7

MOHELI (MWALI)

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND CONSOLIDATION) ACT 2010

ELECTION/REVOCATION OF ELECTION TO REGISTER CHARGE

1. Name of Company:

1. Company No.:

1. Registered Office:

Address:                                              Mailing Address:

1. [ ] The company has elected to be subject of the International Business Companies (Amendment and Consolidation) Act 2010

or

[ ] Revokes its election to be subject to the above provisions.

In revoking its election, the company confirms that:

[ ] No charge has been registered in respect of the company

or

[ ] All charges that have been registered have ceased to affect the property of the company and in respect of each charge registered, the appropriate notice has been registered.

(please check  appropriate box)

1. Date:                                      Signature:                                      Title:

FOR REGISTRY USE ONLY

Company No: Agent Code No: Date Filed: Received by:

FORM 8

MOHELI (MWALI)

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND CONSOLIDATION) ACT 2010

APPLICATION TO REGISTER CHARGE

1. Name of Company:

1. Company No.:

3.

Registered Office:

Address:                                             Mailing Address:

1. Date of Creation of Charge:

1. Description of the instrument (if any) creating or evidencing the charge:

1. Amount secured by the charge, together with a brief description of the property over which the charge has been created:

1. Names and addresses of the mortgagees or persons entitled to the charge:

Name:                    Address:                Mailing Address:

Date:                     Signature:                    Title:

FOR REGISTRY USE ONLY

Company No: Agent Code No: Date Filed: Received by:

FORM 9

MOHELI(MWALI)

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND CONSOLIDATION) ACT 2010

CERTIFICATE OF REGISTRATION OF CHARGE

(Name of International Business Company)

(International Business Company Number)

I hereby certify that on the date and at the time specified below, there was registered against the above- mentioned International Business Company in the Register of Charges pursuant to the International Business Companies Act (Amendment and Consolidation Act) 2010, the following Charge:

Name of Chargee:

Type of Charge: [Fixed/ Floating] Time of Registration: [ ] [ ] :[ ] [ ] (Hours/minutes)

(Date of Registration of Charge)

REGISTRAR OF INTERNATIONAL

BUSINESS COMPANIES

[SEAL]

FORM 10

MOHELI(MWALI)

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND CONSOLIDATION) ACT 2010

APPLICATION FOR VARIATION TO REGISTERED CHARGE

1. Name of Company:
2. Company No.:
   1. Registered Office:

Address:                                  Mailing Address:

1. Date of Creation of the Charge:
2. Date of Registration of the Charge:
   1. Date of Variation of the Charge:
   2. Description of instrument varying the charge and brief description of variation particulars:
      1. Names and addresses of the mortgagees or persons entitled to the charge: Name:   Address:                                        Mailing Address:
      2. Names and addresses of the persons who have executed the instrument of variation: Name: Address:                                        Mailing Address:
      3. Date:                              Signature:                                                      Title:

FOR REGISTRY USE ONLY

Company No: Agent Code No: Date Filed: Received by:

FORM 11

MOHELI(MWALI)

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND CONSOLIDATION) ACT 2010

CERTIFICATE OF VARIATION OF CHARGE

(Name of International Business Company)

(International Business Company Number)

I hereby certify that on the date and at the time specified below, the charge registered against the above- mentioned International Business Company in the Register of Charges was varied in the form and manner set out below pursuant to the

International Business Companies (Amendment and Consolidation Act) 2010:

Date of Registration of Charge: Name of Chargee:

Type of Charge: [Fixed/ Floating]

Time of Variation: [ ] [ ]:[ ] [ ] (Hours/minutes) Form of Variation of Charge:

(Date of Variation of Charge)

REGISTRAR OF INTERNATIONAL

BUSINESS COMPANIES

[SEAL]

FORM 12

MOHELI(MWALI)

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND CONSOLIDATION) ACT 2010

1. Name of Company:
2. Company No.:
   1. Registered Office:

NOTICE OF CESSATION OF CHARGE

Address:                                  Mailing Address:

1. Date of Creation of the Charge:
2. Date of Registration of the Charge:
   1. Date of Variation of the Charge (if any):
   2. Short Particulars of Charge and Variation (if any):

1. The debt for which the above charge was given has been paid or satisfied in full. Date:        Signature:                                                Title:

For and on behalf of: Company name: Name of chargee:

FOR REGISTRY USE ONLY

Company No: Agent Code No: Date Filed: Received by:

FORM 13

MOHELI(MWALI)

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND CONSOLIDATION) ACT 2010

CERTIFICATE OF CESSATION OF CHARGE

(Name of International Business Company)

(International Business Company Number)

I hereby certify that on the date and at the time specified below, the charge registered against the above- mentioned International Business Company in the Register of Charges ceased to be of force and effect pursuant to the

International Business Companies (Amendment and Consolidation Act) 2010:

Date of Registration of Charge: Name of Chargee:

Type of Charge: [Fixed/ Floating]

Time of Cessation: [ ] [ ] :[ ] [ ] (Hours/minutes)

(Date of Cessation of Charge)

REGISTRAR OF INTERNATIONAL

BUSINESS COMPANIES

[SEAL]

Form 14

MOHELI(MWALI)

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND CONSOLIDATION) ACT 2010

1. Name of Company:

1. Company No.:

NOTICE OF ELECTION TO REGISTER DIRECTORS I MEMBERS

1. Notice is given that on the                    day of                                      the company has elected to register the attached details relating to its *directors/members.
2. Directors:

Name:        Address:Company Title:   Nationality:    Date Appointed:

1. Members:

Name:        Address:Class of Member:                    Nationality:        Date Appointed:

1. Name:       Signature:                      Office Held:                         Date:

FOR REGISTRY USE ONLY

Company No: Agent Code No: Date Filed: Received By:

*   Delete inappropriate word

FORM 15

MOHELI(MWALI)

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND CONSOLIDATION) ACT 2010

NOTICE OF CHANGE IN DIRECTORS I MEMBERS DETAILS

1. Name of Company:

1. Company No.:

1. Notice is given that on the                               day of                                              the  following  changes  in respect of the company’s *directors/members were made.

1. Name:                    Signature:                      Office Held:                                          Date:

FOR REGISTRY USE ONLY

Company No: Agent Code No: Date Filed: Received By:

*       Delete inappropriate word

FORM 16

MOHELI(MWALI)

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND CONSOLIDATION) ACT 2010

CERTIFICATE OF GOOD STANDING

(Name of International Business Company)

(International Business Company Number)

I hereby certify that the above-mentioned International Business Company

Incorporated under the International Business Companies (AMENDMENT AND CONSOLIDATION) ACT 2010, on

(Date of Incorporation)

1. Is still on the Register of International Business Companies and has paid all fees and penalties payable under the Act.

1. Is not otherwise in breach of the provisions of the Act.

1. Has not submitted articles of merger or consolidation that have not yet become effective.

1. Is not in the process of being wound up and dissolved.

1. Is not subject to any proceedings to be struck off the Register.

1. Is, so far as evidenced by the documents filed with the Registrar, in good standing under the laws of MOHELI(MWALI).

The validity of this certificate expires on:

Dated this                       day of

[SEAL]     REGISTRAR OF INTERNATIONAL

BUSINESS COMPANIES

SCHEDULE 3

FEES AND PENALTIES

PART 1 FEES

Filing or Other Services

US$ Registration of a company …………………………………………………………100

Annual Fee …………………………………………………………………………200

Issuing a certificate of dissolution, restoration or discontinuance………………….250

Any other Application or filing…………………………………………………….50

Annual fee paid after due date

PART 2 PENALTIES

An international business company that fails to pay the annual fee under Part 1 of this Schedule by the 1st day of January each year shall, in addition to the annual fee, pay a penalty of an amount equal to 10% of the annual fee for each month for which such fees are in arrears.