Thursday, 26 January, 2017

Seychelles: The New International Business Companies Act 2016

Several updates have been provided in recent months, regarding the new Seychelles International Business Companies Act, 2016 (the Act). The Act came into force on 1 December 2016 and repealed and replaced the International Business Companies Act 1994 as amended. It regulates Seychelles international business companies (IBCs).

The new legislation includes significant additional requirements for the collection and filing of documentation, as well as other improvements including: improved provisions relating to protection of members; improved provisions relating to mergers, consolidations and arrangements; new solvency test in relation to the payment of dividends; improved process for the restoration of struck off companies by the Registrar; formalised registration of charges at registered office and registration of charges with the Registrar; the ability to appoint a reserve director; and the ability to reuse company names.

Significant new obligations include the requirement to file a copy of the Register of Directors with the Registrar. This is required for all new companies within 30 days of appointment, and for existing companies by 30 November 2017. But this is subject to the transitional grace period such that compliance by all IBCs with this new filing obligations is required by no later than 30 November 2017. There is no public access to director information filed with the Registrar at least until 1 December 2018.

In addition, a Register of Beneficial Owners is required to be kept at the company’s registered office in the Seychelles by 30 November 2017. The Register of Beneficial Owners is private – it is not filed with the Registrar and is not open to public access. 

For information on the changes, please click here to read our Abbreviated Guidance Notes.