Date added: : 17.12.2018

On November 30, 2018, the Seychelles adopted the International Business Companies Act of 2018 (the Amendment Act), which amends the International Business Companies Act of 2016 (hereinafter referred to as the Act).

 

What changes are waiting for the company?

The main changes under this Amendment Act include:

1. Cancellation of open access to the filed register of directors.

In accordance with the previous provisions of the Act, open access must be provided on December 1, 2018 to the copies of the register of directors submitted to the Registrar. The Amendment Act abolishes public access to the filed register of directors and grants access only in the following cases:

(a) in accordance with a court order;

(b) in the event of a law enforcement (for example, the Financial Intelligence Unit in accordance with the Money Laundering Act and the State Revenue Administration Officer);

(c) to the registry agent of the company;

(d) to an indicated third party based on the authorization of the registry agent or director of the company.

2. Expansion of the Registrar authority to restore companies erased from the registry.

In accordance with the previous provisions of the Act, the Registrar could renew a company in the register only if this company was removed for failure to pay the annual fee. The new amendments to section 276 allow the Registry also restore companies that were erased for the following reasons:

(a) the company has ceased its business activities;

(b) the company has not filed any notice or document required for filing in accordance with the Act;

(c) the company did not have a registry agent;

(d) the company did not comply with a request made in accordance with the Act or any other written law of the Seychelles, the Seychelles Tax Administration Commission, the Financial Intelligence Unit or the Registrar regarding a document or information;

(e) the company has violated the requirement to keep the register of directors, the register of shareholders, the register of pledges, the register of beneficiaries or the accounts to be kept by the company in accordance with applicable law or any other documents to be kept in accordance with the Act or

(f) the company did not pay the penalties imposed by the Registry.

3. Longer time period required for compliance with the filed register of directors and obligations related to the beneficiaries.

The Amendment Act increases the period, for which the register of directors in the Registry is filed, from 12 to 24 months from the date of entry into force of the Act (that is, until December 1, 2018), and for confirming information in Circular No. 6 of 2017 the fulfillment of obligations related to the beneficiaries remains unchanged, from 12 to 18 months from the date of the entry of the Act into force (that is, until May 31, 2018).

4. Longer time period required for the liquidation of a company.

In accordance with the previous Section 275 of the Act, a company that has been excluded from the register all the time for 5 years is considered liquidated from the last day of this period. The Amendment Act increases this period from 5 to 7 years (note that this period will include any period accumulated under the former Act (for example, the  International Business Companies Act of 1994 for companies registered under the 1994 Act).

Law&Trust International closely monitors changes in legislation and is ready to provide qualified legal assistance regarding the registration of companies abroad.