Seychelles International Business Companies Act Amendments

2012-04-10

 2012-04-10

Recently the International Business Companies Act of Seychelles (the “IBC Act”) was amended to introduce new requirements that apply to international business companies formed in Seychelles. Below is a summary of the most relevant changes to the IBC Act:

A. Registers of Directors and Shareholders must be kept in Seychelles     

The Register of Directors and Officers and the Register of Shareholders must now be kept at the registered office of the company or such other place in Seychelles as the directors determine and the company should inform the Registered Agent of the address of such other place. Notably though, it is the Shareholders and not the Beneficiaries of the company that need to be disclosed to the Registered Agent. 

B. Registered Agent to be notified where Minutes and Resolutions’ books are kept


The company must notify the Registered Agent of the address (which may be outside Seychelles) where the minutes and resolutions of the company are kept.   

C.  Accounting Records must be kept

• International business companies must now keep accounting records, i.e. “documents relating to assets and liabilities of the company, including receipts and expenditure, sales and purchases and other transactions”.

• The accounting records must:
(i) be sufficient to show and correctly explain the company’s transactions;
(ii) enable the financial position of the company to be determined with reasonable accuracy at any time; and
(iii) allow for accounts of the company to be prepared (although an international business company is not required under the IBC Act to prepare accounts).   

• The company is required to keep the accounting records at a place that the directors think fit (which may be outside Seychelles) and to notify the Registered Agent in writing of the physical address of such place. Within 14 days from a change of the place where its accounting records are kept, the company must inform the Registered Agent of such change. 

• The accounting records that a company is required to keep must be retained by it for at least 7 years from the date of completion of the transactions or operations to which they relate.

D. Compliance inspection by the Registrar

• To monitor and assess compliance with the above new requirements, the Registrar may during business hours and after giving reasonable notice to a company: (i) access the registered office of the company, (ii) inspect the documents to be kept by the company and (iii) during or after a compliance inspection request explanations from the directors of the company’s Registered Agent.

• The Registrar, the officers, employees or an authorized agent of the office of the Registrar, shall not disclose to a third party any information acquired in the performance of their function, unless : (i) there is a Court order; (ii) it is a requirement under the IBC Act or any other law of Seychelles; (iii) the information is on statistical form or does not disclose the identity of a person to which the information relates to.

E. Sanctions


A company which fails to comply and a director of the company who knowingly permits the contravention, are liable for a penalty of US$25 each, for each day during which the contravention continues.      
Additionally, a person who impedes, prevents or obstructs the Registrar, the officers or employees or an authorised agent of the office of the Registrar in the conduct of a compliance inspection commits an offence and is liable on conviction to a fine not exceeding SR 300,000 (approximately equivalent to Euro 15,500).

F.     Deadline to comply


All active companies as well as those companies that were active on 27th December 2011, are required to comply with the new requirements. Although the deadline to comply was 27th March 2012, the authorities in Seychelles have now published a document know as “Proposed Guidelines” whereby they approve, among other matters, an extension of the transitional period to 1st January 2013.     
    

For more information, please contact Dace Smidrovska at dace.smidrovska@consulco.com.