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The New Seychelles IBC Act, 2016

November 3, 2016 - by Nida U.

The new Seychelles IBC Act 2016


We very well know, that there changes that are happening now and happened already (amendments to the BVI ACT, more here) and we also know that such changes will continue to happen.

These changes are not a bad thing, in reality it is a good thing! These jurisdictions simply strive to comply with the International Transparency Standards, by implementing the new changes, and by doing so, these jurisdictions remain an option for us.

More about the background of the global transparency changes you can read here )

Seychelles is one of the jurisdictions that introduces changes, in fact a whole new IBC Act 2016, which in turn replaces the existing Act 1994 (Old Act). The National Assembly of Seychelles approved the IBC Act 2016 (New Act) on 26th of July, 2016, and it is in force as of 1st of November, 2016.

The new Seychelles IBC Act 2016 Changes


Key changes:

  1. Every IBC now is required to keep a beneficial ownership register at its registered office in Seychelles.
    This will be only kept with the Agent, not publicly accessible.

  2. Every IBC now is required to keep its register of directors at its registered office (option to keep the register outside Seychelles is no longer available). Further Agent is required to file the register of directors with the Registry.
    This register will be made public!

  3. The list of prohibited activities has been extended, and now includes also the following activities: carrying on securities business, mutual fund and gambling business.

  4. Provisions for IBCs to be Protected Cell Companies (PCCs) are introduced, which will benefit those setting up fund structures and can benefit also captive insurance businesses, in those cases where insured and the insurer are affiliated parties.

  5. Provisions to allow the appointment of reserve directors are also introduced (in a company that has only one member who is an individual and that member is also the sole director, that individual may nominate a person to act as a reserve director in the place of the sole director in the event of his death).

  6. Changes are introduced to annual return. The content of the Annual Returns declaration has been amended, now only requiring a filing of declaration (indicating address) of the records that are not required to be kept in Seychelles (accounting records, minutes and resolutions) . Logically the rest – registers and other details now have to be kept with an Agent.

  7. “Records” has been defined more specifically to include in it: accounting records, minutes and resolutions of members, minutes and resolutions of directors, annual returns, register of members, register of directors, register of beneficial owners and register of charges (if any).

  8. Clearer provisions to prohibit an IBC from issuing bearer shares (obligatory indication in Memorandum is required).

  9. Prohibition of property leasing in Seychelles by IBC.

  10. No requirement to specify the objects of the company in the Memorandum, in such case company will be deemed not to be limited to one type of activity and can carry on all activities as long as the activities don’t require licensing. Option to specify objects, is still available.

  11. Optional registration of registers of beneficial owners and registers of members with the Registry is available now.

  12. Optional registration of annual financial statement is also available.

  13. Ninety day limit on ratification of pre-incorporation contracts has been removed.

  14. Companies incorporated after the new act must file new – amended Memorandum and Articles, meanwhile existing IBCs are not required (are advised) to amend their Memorandum and Articles, as the New Act simply repeals and replaces the Old Act and all IBCs are deemed to be automatically re-registered.

Thank you for reading my post! And you are welcome to leave comments, feedback, suggestions for other posts or contact me for more information.

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