Seychelles International Business Act 2016 | Changes

In case you own a Seychelles Company (IBC) or plan to acquire one, please consider the following changes that have been introduced following the adoption of the Seychelles International Business Act 2016:

New Statutory & Filing Requirements

  • Company’s records (including minutes, resolutions, accounting etc.)

All Company’s records (incl. minutes and resolutions, accounting records etc.) must be up-to-date at all times. Furthermore, in case they are not kept in the Seychelles, a relevant declaration must be submitted to the Registered Agent specifying the exact address where these documents are kept.

Additionally, the annual returns must be filed by the 31st of December every year. In case of non-compliance, the company will be subject to a penalty of 500 USD and in case of a false or misleading return, this shall be considered as an offence and may lead to a fine of up to 5000 USD.

  • Beneficial Ownership Register

All IBCs are required to keep a beneficial ownership Register at its registered office in Seychelles (exemption applies for listed IBCs and subsidiaries of listed IBCs). The register will need to be validated and be kept updated every year.

  • Register of Directors to be kept only at the registered office

To comply with the OECD and FATF standards, according with the new Seychelles Act, the register of directors can be kept only at the company’s registered office.

  • Filing of the register of director(s) with the Regulator

All IBCs will be required to file with the Registrar a copy of its register of directors within 12 month from the Act 2016 commencement date. The filed register will be made publicly accessible after two years following the Act 2016 commencement date.

For current IBCs, the Register of Directors will be publicly available after two years following the commencement of the Act 2016.

For newly incorporated IBCs or changes in directorship of a pre-existing IBC or conversion of a company into an IBC, the register of directors, shall be filed with the registrar, within 30 days following the appointment of the first/additional directors.

  • Director’s Appointment Timeframe

The new Act provides for the appointment of the first director(s) within nine months of the date of incorporation of the Company.

  • Disqualification of Directors (via a Court Order) 

According to the new provisions, it is possible now for the Court to disqualify via an order a person from being appointed as director, secretary or other officer of any IBC where the said person may have been involved in fraud, misconduct or any other wrongdoing in connection with a company.

  • Register of charges

All IBCs are required to keep a register of charges at their registered office address.

  • Fines 

The amount of fines has been increased as follows:

  • The fine under the general offence provision and the fine for making false statements to the Registrar have been increased to $50,000.
  • The penalty fee for inaccuracies in the Register of Members has been increased to $500 and $50 per day thereafter.

Permission for IBCs to operate as Protected Cell Companies 

  • The new act allows now IBCs to operate as Protected Cell Companies.
    • Protected Cell Companies can segregate their assets into different cells within the same company, protecting thereby each cell from the liabilities of any other cell.

Dealing  in the Seychelles 

  • An IBC will no longer be able to hold bonds, treasury bills and other securities issued by the Government of Seychelles or the Central Bank of Seychelles and will no longer be permitted to hold a lease of property for use as an office from which to communicate with members or where books and records of the company are prepared or maintained.
  • According to the new Act, an IBC may own or manage a vessel registered in Seychelles under the Merchant Shipping Act and the vessel may visit or be situated in Seychelles waters, provided that the IBC shall not carry on any business in Seychelles including fishing, charter or tourism business involving the vessel.
Introduction of additional prohibited activities
  • The list of the prohibited activities has been revised to introduce additional activities regarding securities, mutual fund and gambling business, which an IBC can only carry on under the strict condition of being licensed or legally authorized to do so.

Fraudulent or Wrongful Trading

  • If any business of an IBC is carried on with intent to defraud creditors (whether of the company or of any other person), or for any fraudulent purpose, every person who is knowingly a party to the carrying on of the business in that manner is guilty of an offence. Provisions will also apply for civil liability in insolvent trading situations.

Prohibition of Bearer Shares

  • Bearer shares are prohibited.

Pre-incorporation Contracts 

  • According to the new provisions, the current 90-day limit on ratification of pre-incorporation contracts is removed.

Reduction of the Strike-Off Process Period   

  • The strike-off process period has been reduced from 180 days to 90 days.

For further information, please get in touch with the AGP team.