Seychelles: Important Amendments to the International Business Companies Act, 2016

On August 6th 2021, the International Business Companies Amended Act 2021 was enacted. The Amended Act introduced the following important requirements for the Seychelles IBCs.

1.  Accounting Records :

Bi-annual sending of accounting records to registered office in Seychelles

From February 6th 2022, each IBC shall send updated accounting records to its registered office in Seychelles at least twice a year. In addition, existing accounting records relating to transactions or operations completed in the past seven (7) years up to December 31st 2021 must be kept in Seychelles by February 6th 2022. While the accounting records must be kept at the registered office in Seychelles, they are not required to be filed with the Registrar and are not open to public inspection.

Large companies & non-large non-holding companies – annual financial summary

The Amended Act includes the following new definitions:

(a)    Large Company means a company that meets the annual turnover threshold specified for a “large business” under the Revenue Administration Act, namely Seychelles Rupees 50,000,000 (approx. US$3,000,000 a year as of August 2021); and

(b)   Holding Company means a company with no trade or business operations of its own but holds interests in other companies or assets.

From February 6th 2022, large companies and non-holding companies must prepare an annual financial summary to be kept at their registered office in Seychelles within six (6) months from the end of the company’s financial year (section 175(1B) of the Act).

A discretionary penalty fee not exceeding US$10,000 will be imposed on companies and their directors for breaching the requirements relating to keeping accounting records.

2. Register of Directors

The Amended Act provides that the Register of Directors shall include, in the case of an individual: date of birth, nationality, address for service of documents and, if different to the address for service of documents, the usual place of residence. In the case of a corporate body, its registered office, date of incorporation or registration and the place of incorporation or registration.

The deadline to comply with this requirement is twelve months from the commencement of the Amendment Act, and a discretionary penalty fee not exceeding US$10,000 will be imposed on the company and the directors for breaching these requirements.

3. Deemed dissolution of struck off companies after one year

On January 1st 2022, companies that have been struck off the Registry for a continuous period of 1 (one) year for non-payment of annual fees will be automatically dissolved.

For additional information in regards to the amendments, click here: Accounting Records | Summary of Main Amendments.

Contact us at seychelles@icazalaw.com for more information.

New Requirements for Seychelles IBCs

The Beneficial Ownership Act, 2020 is a new piece of legislation that came into force on 28th August 2020 along with the Beneficial Ownership Regulations. The Act and Regulations impose new requirements on Seychelles IBCs, which should be complied with by 31st January 2021:

A.  A new format for the Register of Beneficial Owner (RBO)

Seychelles IBCs are required to maintain an RBO at the office of its Registered Agent in Seychelles. The Beneficial Ownership Regulations include a new format of RBO that replaces the previous format required under the IBC Act.

The RBO must contain the following information in respect of every beneficial owner of such legal person or legal arrangement:

1. The name, residential address, service address, date of birth and nationality of beneficial owner;
2. Details of each beneficial owner’s beneficial interest, as may be prescribed by regulations;
3. The date on which a person became a beneficial owner;
4. The date on which a person ceased to be a beneficial owner;
5. Where a nominee holds interest on behalf of the beneficial owner-
   • The name, residential address, service address, date of birth and nationality of each nominee holding the interest on behalf of the beneficial owner and the particulars and details of the interest held by the nominee; and
   • The identity of the nominator, and where the nominator is a legal person, the identity of the natural person who ultimately own or controls the nominator.

B.  The Register of Beneficial Owner to be filed with the Financial Intelligence Unit (FIU)

A copy of the Register of Beneficial Owner should be submitted to the FIU, and the information will be kept confidential and not publicly accessible. The persons entitled to inspect the RBO are the company’s director, member, or a person whose name is in the RBO (limited to the inspection of the person’s name in the RBO).

A company who fails to maintain a Register of Beneficial Owners under section 5(1) of the BO Act or to maintain accurate and up to date information under section 5(2) of the BO Act commits an offence and is liable to a penalty not exceeding SCR50,000 (USD2,500 approx.) for each such failure (section 5(3) of the BO Act). In case of contravention of section 5(1) or 5(2) of the BO Act, in addition to the penalty upon the company, every director commits an offence, and shall also be liable to a penalty not exceeding SCR50,000 (USD2,500 approx.) for each contravention (section 5(4) of the BO Act).

Should you have any questions about this law, please do not hesitate to contact us at seychelles@icazalaw.com.

If not, Icaza, Gonzalez-Ruiz & Aleman can assist you

Our offices in the British Virgin Islands, Seychelles, Anguilla, The Bahamas, and Belize, fully licensed to provide registered agent services, have remained operational with uninterrupted service during the COVID-19 pandemic, following guidelines by local health authorities.

If your agent has not managed your entities at your satisfaction and you are searching for a new provider, let us assist you. Through our firm, transfers are managed by an experienced team that will make sure the process is smooth and efficient.

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