Seychelles – Amendments To The International Business Companies Act

The International Business Companies (Amendment) Act 2013 (the “Amendments”) came into force on 16 December 2013. Below we set out a summary of the Amendments.

 

ABOLITION OF BEARER SHARES

  • An International Business Company “IBC” shall not issue any bearer shares on or after 16 December 2013 and shall recall and cancel any issued bearer shares by 16 June 2014 and to issue registered shares in substitution for the cancelled bearer shares.
  • Any bearer shares which have not been recalled and cancelled by 16 June 2014 shall thereafter be null and void.

 

LODGING OF AN ANNUAL RETURN WITH REGISTERED AGENT

  • Every IBC, whether incorporated before or after the Amendments, shall by 31 December of each year furnish to its Seychelles Registered Agent a return in the form of a written declaration (the “Annual Return”) that:
  1. the company is keeping accounting records in accordance with the IBC Act and that such records can be made available through its registered agent; and
  2. the company’s Share Register (register of members) located at the Seychelles registered office is complete and up-to-date.
  • The ‘first’ Annual Return is to be provided by each IBC to its Registered Agent by 31 December 2014.
  • An IBC that contravenes the requirement to furnish the Annual Return to its Registered Agent by 31 December each year shall be liable to a penalty of US$100 and to an additional penalty of US$25 for each day during which the contravention continues. A director of an IBC who knowingly permits the contravention shall also be liable for a penalty of US$100 and an additional penalty of US$25 for each day during which a contravention continues.

LOCATION OF IBC SHARE REGISTER

  • An IBC must keep a copy of its Share Register (register of members) at its registered office in Seychelles. The Share Register may be in electronic or other data storage form i.e. a PDF or Word copy is sufficient.
  • An IBC that contravenes the above requirements shall be liable to a penalty of US$100 and an additional penalty of US$25 for each day that the contravention continues. A director of an IBC who knowingly permits the contravention is also liable for a penalty of US$100 and an additional penalty of US$25 for each day that the contravention continues.

PENALTIES FOR BREACHING THE ACCOUNTING RECORDS REQUIREMENTS

  • The Amendments increase the penalties imposed on an IBC and its directors for non-compliance with its account record-keeping requirements.
  • Under the Amendments, the penalty now payable by an IBC for contravention of the account record-keeping requirements is US$100 and an additional penalty of US$25 for each day during which a contravention continues. A director of an IBC who knowingly permits the contravention is also liable for a penalty of US$100 and an additional penalty of US$25 for each day during which a contravention continues.