The Seychelles regulatory body, the Financial Services Authority (FSA), has
brought some changes in the law (International Business Companies Act) which might impact
on your current company structure. The changes brought by the law have been outlined below.
Some of the changes might not be relevant to your company structure. We shall individually
advise you for your prompt reaction.
Bearer Shares
Amendment of M&A
Share Register
Accounting Records
Striking Off
Furnishing of Annual Report by companies
Bearer Shares
Summary
Companies are not allowed to have bearer shares and if bearer shares exist, these need to be
cancelled by the 16th of June 2014. OCRA's M&A's for Seychelles IBC's incorporated prior to
2004 allows for bearer shares. Companies setup after 2004 do not require any changes in their
M&A's.
Changes as per the law
Pursuant to the International Business Companies (Amendment) Act, 2013 which came into
force on the 16 December 2013.
An IBC shall not issue any bearer shares on or after the date of coming into force of the
Amendment Act 2013.
An IBC that has any issued and outstanding bearer shares is required to recall and
cancel such bearer shares by the date occurring 6 months after coming into force of the
Amendment Act 2013 and to issue registered shares in substitution for the cancelled
bearer shares.
Particulars of the cancelled bearer shares and substituted registered shares shall be
entered in the IBC's Share Register in accordance with section 28 of the IBC Act, 1994.
Any bearer shares which have not been recalled and cancelled by the date occurring 6
months after coming into force of the Amendment Act 2013 shall thereupon be deemed
to be null and void and of no legal effect.
Amendment of the Memorandum
The memorandum and articles of association ("M&A") of an IBC which provides for the issue of
bearer shares should be amended after coming into force of the International Business
Companies (Amendment) Act, 2013 ("Amendment Act 2013"), to remove all bearer share
provisions and to provide only for registered shares.
There is no fee for registration of the amendment resolution (and, where applicable,
replacement M&A), provided the amendment is submitted on or before 31st December, 2014.
Section 28 -Share Register
Summary
NO ACTION required by you as a client. This is only to inform you that as per the law, we will
now be required to keep at the registered office (at our Seychelles office) updated register of
shareholder.
The amendment to section 28 subsections (3) now requires that the share register shall be kept
at the registered office of the company in Seychelles and NO other places in Seychelles.
Amendment to Section 28 (5) states that a company that contravenes this section shall be liable
to a penalty of US$100 and if the contravention continues, the company shall be liable to an
additional penalty.
Amendment to Section 28 (6) states that a director who knowingly permits the contravention of
this section shall be liable to a penalty of US$100 and if the contravention continues, the
company shall be liable to an additional penalty.
Section 65(f) - Accounting Records1
Summary
This is to update you that as per the law, penalties now apply for a failure to maintain
accounting records and inform the registered agent of the place such records are kept. Action
required by you is to make sure such accounting records are sent to us.
An International Business Company which fails to comply with this subsection is liable to a
penalty of US$100 and to an additional penalty of US$25 for each day or part thereof during
which the contravention continues.
A director who knowingly fails to comply with this subsection is liable to a penalty of US$100
and to an additional penalty of US$25 for each day or part thereof during which the
contravention continues.
Section 97 - Striking off
Summary
This is only to inform you that as per the law, if penalties are not paid, the registrar would strike
off your company.
Amendment made to Section 97 - By adding the following 2 sections allowing for the Registrar to
strike off a company that:
I. Fails to comply with a request for information from the Seychelles Revenue Commission
II. Fails to pay any penalty imposed by the Registrar under the Act
Section 119 - Furnishing of Annual Report by companies
Summary
Every company needs to file an annual report, in the format as enclosed in Annex 1, before the
anniversary date of the company. This report is signed by either the directors or the ultimate
beneficial owners of the company. Penalties apply for any false declaration or non-compliance of
this requirement,
The Act has been amended to add Section 119 as follows:-
Every company, whether incorporated prior to or after the commencement of the
International Business Companies (Amendment) Act, 2013, shall by the 31st day of
December of each year furnish to the registered agent a return in the form of a declaration
that:-
The company is keeping accounting records in accordance with the Act and that
such records can be made available through its registered agent; and
The Share Register located at the registered office is complete and updated;
A company shall not furnish false, misleading or inaccurate return under subsection (1).
A company that contravenes this section shall be liable to a penalty of US$100 and to an
additional penalty of US$25 for each day or part thereof during which the contravention
continues.
A director of a company who knowingly permits the company to contravene this section
shall be liable to a penalty of US$100 and to an additional penalty of US$25 for each day
or part thereof during which the contravention continues.
The Annual Report must be made on or before the IBC's Report Date and furnished to the
registered agent by 31st December of that same year. The Report date shall be the date of the
relevant anniversary of the IBC's.
Where an IBC is required to furnish the Annual Report by 31st December in the year of its
incorporation, the Annual report may be made on any day (i.e. from the date of incorporation of
the IBC to 31st December in the year of its incorporation). The Annual report must be furnished to
the registered agent by the 31st December of that same year.
An IBC shall ensure that the annual report does not at any point in time contain any false,
misleading or inaccurate information.
Any queries?
Please contact your company's administrator for any queries you may have on the above
communique. OCRA can also arrange in the preparation of the books of accounts for your
company. You can contact your administrator for a quote.
1 In reference to the Amendment of the IBC Act in 2011 requiring: a Seychelles IBC to keep proper accounting
records at the Registered office of the company and where the accounting records are kept at a place other than the
registered office, the company shall inform the registered agent in writing of the other place.
