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 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. Clear provisions have been introduced to prohibit an IBC from issuing bearer shares.
5. New provisions have been introduced to discourage aged shelf companies. The new Act provides that the first director(s) must be appointed within 9 months of the date of the company’s registration.
6. The striking‐off process has been reduced from 180 days to 90 days.
7. 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.
8. 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 an opportunity of being heard.
9. 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. The new Act clarifies that 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, without limitation, fishing, charter or tourism business involving the vessel.
10. The IBC search fee has been reduced from $100 to $10.
11. A person aggrieved by a decision of the Registrar may, within 90 days of service of notice of the decision of the Registrar, appeal against the decision to the Appeals Board established under the Financial Services Authority (Appeals Board) Regulations, 2014
FINANCIAL SERVICES AUTHORITY
SEYCHELLES.
