Seychelles introduces a new International Business Companies (IBC) regime

seychelles offshore company

This New Act is being introduced to address the concerns of the Eastern and Southern Africa Anti-Money Laundering Group (ESAAMLG) and to be in line with the Financial Action Task Force (FATF) standards and to work towards a re-enforcement of the Anti-Money Laundering framework of the Republic of Seychelles.

This New Act repeals and replaces the IBC legislation (IBC Act 1994) and introduces major policy changes in the corporate law regime of the Republic of Seychelles to which all stakeholders would need to comply.

Some of the key reforms include:

Extended list of prohibited activities for IBCs

Prohibited activities that an IBC cannot undertake now include:

  • Carrying on securities business in Seychelles (outside of Seychelles allowed, subject to the IBC being licensed to do so in the country in which it carries out such business);
  • Carrying on gambling business, including interactive gambling business in Seychelles (outside of Seychelles allowed, subject to the IBC being licensed to do so in the country in which it carries out such business);
  • Carrying on business as a mutual fund, unless it is licensed to do so under the Mutual Fund and Hedge Fund Act of Seychelles, or under the laws of a recognised jurisdiction.

Leasing of Seychelles property by IBCs is no longer permissible

Previously, IBCs could lease a property for use as an office from which to communicate with members or where books and records of the company are prepared or maintained. That provision is not consistent with the general principle that IBCs shall not carry on business in Seychelles. An IBC is intended for business use outside Seychelles; hence, it is sufficient for its local presence to solely be through its registered office provided by its registered agent.

Clarifications for IBCs owning or managing vessels registered in Seychelles

An IBC may own or manage a vessel registered in Seychelles and the vessel may visit or be situated in Seychelles waters, provided that the IBC shall not carry on any business in Seychelles, including, without limitation, fishing, charter or tourism business involving the vessel.

New record keeping obligations with regards to Beneficial Ownerships

Except for listed IBCs and their subsidiaries, all IBCs are required to keep a Beneficial Owners Register at its registered office address.

New requirements for Register of Directors

  • The Register of Directors of the IBC needs to be kept only at its registered office address.
  • All IBCs are required to file with the Registrar a copy of its Register of Directors.
  • The Register of Directors will be made publicly available (for current IBCs, the Register of Directors will be publicly available after two years following the commencement of the Act).

Complete ban of bearer shares

Bearer shares are prohibited (as was previously the case in recent amendments made to the IBC Act 1994).

New provisions to discourage the practice of having aged shelf companies

The Act now provides for the appointment of the first director(s) within nine months of the date of incorporation of the IBC.

Transitional provisions

On 26 July 2016, the National Assembly of Seychelles approved the IBC Act 2016. The New Act will come into operation on 1 December 2016.

With the repealing and replacing of the old IBC Act, under the New Act, every existing IBC shall be deemed to be automatically re-registered under the New Act, with a 12 months transitional period from the commencement date of the New Act for:

  • filing of register of directors with the Registrar;
  • fulfilment of obligation relating to beneficial owners; and
  • compliance with notice of location of minutes and resolutions of members and directors and register of charges.

It shall not be mandatory for an existing IBC to amend its memorandum and articles to comply with the New Act but to the extent that it is inconsistent with the New Act, the provisions of the New Act shall prevail.