Posted by The Beneficial Ownership Act, 2020 (the “Act”) (originally enacted on 28 August 2020), has been amended by the Beneficial Ownership (Amendment) Act, 2022 [1] (the “Amendment Act”) with effect from 30 December 2022.
As per recent developments across the industry, these amendments are being introduced in order to ensure the Seychelles’ continued compliance with international standards.
This communication provides you with some of the key changes – but no action is currently required as we are still expecting Guidelines from the Seychelles Financial Services Authority (“FSA”).
Key changes under the new legislation:
- New information required on the Register of Beneficial Owners (“RBO”)
All Seychelles companies are expected to submit additional information and an updated RBO, which includes the national identification number or equivalent (if any) and tax identification number or equivalent (if any) of each beneficial owner, by 30 December 2023.
- Obligation by companies and other legal arrangements
The new legislation reiterates the importance to identify and verify the identity of its beneficial owners and registrable legal persons (“RLP”) [more details about RLP under point 4 below] for the RBO. Such information shall be periodically reviewed by each company.
Such beneficial owners’ identification documents, as well as written notices to beneficial owners (and responses obtained thereof), are also expected to be submitted to the registered agent, along with a company’s updated RBO for:
(a) maintenance at the registered office; and
(b) filing of the beneficial ownership information onto the Seychelles Beneficial Ownership Database (the “Seychelles Government Database”).
- New definition and requirements for Listed companies
Previously, any subsidiary of listed companies was exempted from the Act. However, under the Amendment Act, only “wholly-owned” subsidiaries of listed companies and listed companies are exempt from the requirements of RBO. This means that subsidiaries which are not wholly owned by a listed company will therefore need to comply with the Act and establish a RBO like any other Seychelles entity.
Furthermore, the exempted Seychelles companies which are listed companies or wholly-owned subsidiaries of listed companies, will now be required to provide some basic information (mostly relating to their statutory details) to upload onto the Seychelles Government Database.
- Introduction of registrable legal persons (“RLP”)
Under the original Act, only natural persons (i.e. individuals) could feature on a RBO. The Amendment Act has now introduced the concept of registrable legal persons – a legal person (rather than an individual) whose name may be entered in the RBO, provided that it is:
(a) subject to its own disclosure requirements and is a licensee under the International Corporate Service Providers Act (e.g. a Seychelles registered agent); or
(b) a listed company.
The RLP will mainly apply in circumstances where a listed company or a licensed registered agent (“RA”) is considered a beneficial owner of a Seychelles company. A RA may be considered as such by virtue of being (for example), a corporate licensed Trustee of a Trust holding a Seychelles company.
- Extended notice periods for beneficial owners
You will recall that a declaration of beneficial ownership (containing the person’s registrable particulars), is required to be submitted to a company when a person becomes a beneficial owner of the company.
Under the new legislation, the period by which this notice must be provided has been extended from 14 to 21 days:
(a) from the date of becoming a beneficial owner; and/or
(b) in relation to a change of beneficial ownership (e.g. a person ceasing to be a beneficial owner, a change of particulars or an error or inaccuracy of the information on the Seychelles Government Database)
More importantly, an entity has 14 days (upon receipt of such declarations of beneficial ownership) to:
(i) provide copies of the declarations to the registered agent, and
(ii) update its RBO and provide it to its registered agent without delay.
The above timeline needs to be strictly adhered to because a registered agent is only granted with up to 14 days (upon receipt from an entity) to file the beneficial ownership information onto the Seychelles Government Database.
- Retention period
Every Seychelles entity (including those have been struck off) must keep its RBO during its lifetime.
The entity must also keep its RBO and some associated information with its RA in Seychelles for at least 7 years. A similar retention period is imposed on registered agents for entities that are dissolved or cease to exist or continue outside Seychelles.
An entry relating to a former beneficial owner may be removed from the RBO after 7 years from the date on which that person ceased to be a beneficial owner.