Posted by There are a number of key changes to the Seychelles International Business Companies legislation, following the enactment of the International Business Companies (Amendment) Act, 2024 (the “Amendment Act”) with effect from 18 December 2024.
The International Business Companies, 2016 (the “Act”) is the legislation that governs International Business Companies (“IBCs”) in Seychelles.
While the aim of the majority of the changes is to modernize the Law, there are a number of significant changes being introduced in the Amendment Act as it relates to:
- the availability of legal and beneficial ownership information and company records; and
- the reduction of the striking off period for an IBC.
The changes are intended to bring the Seychelles, as a jurisdiction, in line with international transparency standards.
A copy of the Seychelles International Business Companies (Amendment) Act, 2024 is available here and an un-official version of the consolidated International Business Companies, Act (up tp 18-Dec-24) can be found here.
Summary of the key changes being introduced in the Amendment Act are set out below:
Disclosure of nominators in the register of members
As defined under the Amendment Act, a nominee would be instructed to hold shares on behalf of another person (the nominator) as, for example, a nominee shareholder.1
Under the Amendment Act, details of the nominator will need to be included in the register of members, where the shareholder is a nominee.
Where the nominator is an individual, the register will need to include his/her name, address, date of birth and nationality. Where the nominator is a body corporate, it should include its name, address, date of incorporation or registration and the place of incorporation or registration.
There is a transitional period of 12 months from 18 December 2024 for:
- companies to update their registers of members (“ROM”) with this information; and
- to supply with an updated ROM to be maintained at the IBC’s registered office.
Inspection of register of directors
Currently, an inspection of the register of directors must be undertaken by a director or member of the company themselves. The change introduced by the Amendment Act will permit the inspection to be done by a duly appointed attorney of the director or member.
Transfer of records
Former registered agents must transfer company records to new registered agents within 30 days of appointment. This ensures a smooth transition and complete records management.
Striking off
A new ground for striking-off by the Registrar has been added by the Amendment Act. This new ground is the failure of a company to have one or more directors. In addition, currently, where the company fails to pay to the Registrar its annual fee or any late payment penalty thereon within 180 days of the due date, the Registrar could strike off the company, “provided that striking off shall only occur on 1 January next ensuing”. The wording “provided that striking off shall only occur on 1 January next ensuing” has now been removed meaning a reduction in the timeframe for striking off due to unpaid annual fees.
This means that an IBC may be struck off the register as soon as 180 days have elapsed from the date that its annual license fees have become due (i.e. 180 days after the IBC’s anniversary date of registration in Seychelles).
Dissolution of a company struck off the register
Companies struck off the register will be automatically dissolved, eliminating the previous one-year striking-off period. This means that an IBC can get automatically dissolved as soon as 180 days have elapsed if its annual license fees have remained unpaid for that period.
Restoration applications can be made within five years of the date of dissolution by the Registrar. Any companies struck off but not dissolved before the Amendment Act takes effect will dissolve immediately upon the Act’s commencement.
Optional registration of certain registers
Currently, a company can elect to file with the Registrar in Seychelles a copy of its register members, charges or beneficial owners. Under the Amendment Act, there is a requirement to file any changes in the register within 30 days of such changes occurring.
1The definitions of “nominee” and “nominator” are:
- “nominee” means a person who has been instructed to act on behalf of another person (the nominator) in a certain capacity regarding a company, and includes a person who holds legal title over shares or other membership interests in a company on behalf of another person (the nominator); and
- “nominator” means a person who instructs a nominee to act on the nominator’s behalf in a certain capacity regarding a company, and includes a person who instructs a nominee to hold legal title over shares or other membership interests or any other control in a company on the nominator’s behalf.