Change of Seychelles International Business Companies Act
The Minister of Finance, Trade and The Blue Economy issued a notice on 3rd of October 2016 in the Seychelles’ Official Gazette announcing the commencement of the new Seychelles International Business Companies Act, 2016 (“IBC Act”) which came into force on 1 December, 2016 (the “Commencement Date”).
The IBC Act is introducing new compliance requirements for Seychelles companies in line with FATF recommendations and international standards. The followings are the key changes related to the new IBC Act:
Keeping Register of Beneficial Owners at company’s registered office
This information is not available to be accessed by the public.
Filing of Register of Directors
For the companies incorporated prior to the Commencement Date, a copy of the Register of Directors must be filed within 12 months of the Commencement Date, i.e. by 1 December 2017.
The Seychelles Registrar will make all Registers of Directors available for public inspection from 1 December 2018 onwards.
Accounting and Minutes Records
An IBC shall keep its Minutes and Resolutions of Members and Directors and Accounting Records at such place as the directors shall determine. Where such corporate records are not kept at the Registered Office, the Registered Agent must be notified of their location.
Penalty for failure to comply with the IBC Act
- The Registrar may impose a fine for failure to keep accurate Register of Beneficiary Owners, Register of Members and Register of Directors of US$500 as fixed fine plus US$50 per day thereafter; a director may also be liable for the same penalty fee.
- The Registrar may impose a fine for not keeping minutes and resolutions of its members and directors or failure to notify the registered agent of their location of US$25 per day of contravention; a director may also be liable for the same penalty fee.
- The Registrar may impose a fine for not keeping reliable accounting records of US$100 as fixed fine plus US$25 per day thereafter.
- The Registrar may impose a fine for failure to furnish an annual return of US$500.
- The Registrar may impose a fine for making a false or misleading annual return of US$5,000.
Zetland can assist in preparing the necessary filings of registers, annual return and accounting records as required by the new IBC Act. For assistance, please contact Jessica at jessicac@zetland.biz.
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