Seychelles: Amendments to the International Business Companies (IBCs) and Foundations acts
The most relevant aspects of the recent amendments to the Seychelles International Business Companies Act and to the Seychelles Foundations Act, in the Official Gazette of the 6th of August, 2021. The amendments include the following:
I. INTERNATIONAL BUSINESS COMPANIES ACT AMENDMENTS
Section 175 – Location and preservation of accounting records.
Companies are still allowed to keep their accounting records at their registered office or any other place the directors may think fit, but as from the 1st of January, 2022, the companies will be required to keep their accounting records in Seychelles.
For this purpose, the entities have been classified as follows:
i. Holding companies are companies with no trade or business operations of their own but hold interests in other companies or assets.
ii. Large companies are companies with an annual turnover of more than 50 million SCRs.
iii. Not-large companies are companies with an annual turnover of less than 50 million SCRs.
a. Requirements for “Holding companies” and “Not-Large companies”:
* Holding Companies and Not-Large Companies shall keep accounting records on a bi-annual basis at their registered office in Seychelles.
b. Requirements for “Large companies”:
* Large companies shall prepare an annual financial summary to be kept at their registered office in Seychelles, within the term of six (6) months after the end of the company’s financial year. This provision will be in force and effect as of the 6th of August 2021 and the entities will have until the 6th of February, 2022 to comply.
– All companies have until the 6th of February, 2022 (6 months), to comply with this new requirement.
– All accounting records related to transactions or operations for the past seven (7) years until the 31st of December 2021 must be kept in Seychelles by the 6th of February, 2022.
– All companies that are struck-off or dissolved must ensure that their accounting records are available at their registered office in Seychelles by January or July of the year when it is struck-off or dissolved.
Section 275 – Dissolution of a company struck off the Register
– Companies that have been struck-off due to non-compliance with the Act and/or non-renewal and continue to remain struck-off for a period of one (1) year will be deemed dissolved.
– For the company’s restoration, an application must be filed at the Registry within one year after the entity is dissolved.
– This provision will be in force and effect as of the 1st of January, 2022.
276 – Restoration of a company in the Register by the Registrar
According to the Act, companies that are struck-off due to non-compliance with the act may be restored by the Registry except in the case of contraventions of Section 272(1) (a) (ii) & (iii).
The new Act has the same provisions in respect of restoration, but the following stipulations have been added:
The Registry will not restore the name of the company if it is not in compliance with the following obligations:
* The provisions under the new Act in respect of accounting records and the register of members and directors.
* The provisions under the Beneficial Ownership Act 2020 in respect of the register of beneficial owners.
Lastly, an application to restore a struck-off or dissolved company can only be made:
* Within one (1) year after the date when the notice of the struck-off is published in the Gazette.
* Within five (5) years after the date of dissolution according to the formal dissolution procedures.
Existing struck-off companies will be deemed dissolved on the 1st of January, 2022 unless they are restored by the 31st of December 2021.
This law will be in force and effect as of the 1st of January 2022.
Section 169A – Preservation of records
Registered Agents in Seychelles must keep the following information about all companies that have been dissolved, struck-off or discontinued for at least seven (7) years:
* Register of Members, Register of Directors and Register of charges from the date of the last striking-off or dissolution of the company;
* The accounting records of the company being kept by the Registered Agent, as from the date of completion of the transactions or operations to which those records relate.
II. FOUNDATION ACT AMENDMENTS
Section 30A – Registered Agent
The Registered Agent must keep records of any struck-off or dissolved Foundation or any Foundation that has been continued outside Seychelles. The Registered Agent will be required to keep the following for at least seven (7) years:
* The required Registers of the Foundation.
* The accounting records of the Foundation being kept by the Registered Agent.
Section 75 – Books of account and records
Foundations will now be required to keep their accounting records in Seychelles.
Requirements:
* An annual financial summary must be prepared and kept at the Foundation’s Registered Office in Seychelles within the term of six (6) months after the end of the Foundation’s financial year.
* To keep the Foundation’s bi-annual accounting records at its registered office in Seychelles.
All Foundations will have a term of six (6) months to comply with this new requirement. The deadline for compliance is the 6th of February, 2022.
Section 101 – Application to the Register for the restoration of a Foundation
An application to restore a struck-off or dissolved foundation can only be made:
* Within the term of one (1) year after the date of the striking-off of the Foundation
* Within the term of five (5) years after the date of dissolution according to the formal dissolution procedures
Section 103 – Dissolution of a struck-off Foundation
A Foundation that is struck-off due to non-compliance with the Act and has not undergone a renewal will be considered dissolved if it continues to remain struck-off during one (1) year.
This law will be in force and effect as of the 1st of January 2022.
