Seychelles New International Business Companies Act, 2016

 In Seychelles

On 26th July, 2016, the National Assembly of Seychelles gave its approval for the enactment of the New International Business Companies Act, 2016 (“IBC Act”). The new IBC Act provides for a strong yet attractive regulatory framework (meeting the International standard), conducive to continued competitiveness and sustained growth for Seychelles as an International Financial Services Centre. Strengthening regulatory aspects of the law to meet international standards depicts our commitment and adherence to international best practices.

In October this year the minister has gazetted the enforcement of the act with effect of the 1 st November 2016

The major policy changes, amongst other changes, under the new IBC Act are as follows:

  1. ​The list of prohibited activities that an IBC shall not undertake has been extended to include carrying on securities business, mutual fund and gambling business as defined under the relevant Seychelles laws unless such activities are licensed or otherwise legally able to do so under the laws of each country in which the IBC carries on such business.
  2. Every IBC will be required to keep a beneficial ownership Register at its registered office in Seychelles (exemption applies for listed IBCs and subsidiaries of listed IBCs).
  3. ​All IBCs will be required to file with the Registrar a copy of its register of directors. Every IBC shall have a period of 12 months from the Act commencement date to file a copy of its register of directors with Registrar and the filed register will be made publicly accessible after two years following the Act commencement date.
  4. Annual return provisions will replace annual declaration of compliance. Annual returns will include details of where accounting records are kept, place where minutes and resolutions of directors meetings are kept and will also state that information will be made available to the Registrar upon request.
  5. The striking‐off process has been reduced from 180 days to 90 days.
  6. The new Act provides for Protected Cell Companies, reserve directors, optional registration of the company’s register of members and beneficial owners, optional filing of annual financial statements with the Registrar and disqualification of a director by the Court.
  7. 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 failure to keep accurate Register of Members has been increased to $500 and $50 per day thereafter. A new provision has also been included to require the Registrar, before imposing any penalty fees under the Act, to give the person concerned the opportunity to be heard.​
  8. 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.
  9. IBC’s 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.

We urge everyone to take note of the increase of fees on the fines that will be implemented when companies are not fully compliant – due reference to filing your annual return declarations on time and ensuring all resolutions for the Accounting Records are provided and any changes to this to be provided immediately.

Please feel free to contact us should you require more information on the above.