Must-Know Legislative Changes for Seychelles Companies

Accounting, Registers, VASP Licensing & Beneficial Ownership at a Glance

By: Mayka Villarreal – Asia Desk Director

Seychelles is renowned for its flexible and business-friendly International Business Companies (IBC) framework. However, recent amendments have introduced new requirements that both aspiring investors and current IBC owners need to understand. Below is a simple guide to help you stay compliant under the updated laws.

Accounting Records

• Bi-Annual Submission: as of February 6, 2022, every IBC is required to send the accounting records to its registered office in Seychelles. The accounting records for the first semester should be sent by 31^st July and for the second semester by 31^st January of the following year.

• Financial Summary: the new requirements of accounting records keeping also makes it an obligation for all companies (except “Non-Large Holding Companies”) to submit their “Financial Summary” within six months of the end of a company’s Financial Year End.

Definitions of Large, Non-Large Companies & holding companies:

• Large Company Definition: Any IBC with an annual turnover exceeding Seychelles Rupees 50,000,000 (approx. US$3,000,000).
• Holding Company Definition: A company with no trade or business operations—only holding assets or interests in other companies.
• “holding company” means a company with no trade or business operations but holding interests in other companies or assets.

• Seven-Year Record Retention: companies must also keep records of transactions from the past seven (7) years at their Seychelles-registered office. These records remain private and are not publicly filed.

• Penalties: a discretionary penalty of up to US$10,000 can be imposed on companies and directors for non-compliance.

Register of Directors

• New Details: the register must include the date of birth, nationality, and address (service address and usual residence if different) for individual directors. For corporate directors, it must include the registered office, date of incorporation, and place of incorporation.

• Deadline: any subsequent changes to the information on the Register of Director should be filed within 30 days of the change.  A penalty of up to US$1,000.00 + USD50.00 per day of continued non-compliance will apply.

Register of Members (ROM)

• Nominee Disclosure: The identity of the nominator must be included if the member is a nominee.
  • For a natural person: name, address, date of birth, and nationality.
  • For a corporate body: name, address, date/place of incorporation or registration.

• Deadline: Companies must update their ROM within 12 months from the commencement of the 2024 amendments. A penalty of up to US$10,000 may be imposed for non-compliance.

Register of Beneficial Owners

• What’s New: Seychelles IBCs must now provide the National Identification Number (NIN) and Tax Identification Number (TIN, if any) for each Beneficial Owner (BO) and any nominee involved.

• Why Not Passport Numbers? Passport details can change over time, while a NIN is typically a lifelong identifier issued by a government.

• Privacy: The RBO details remain confidential and are not accessible to the public.

Deemed Dissolution of Struck-Off Companies

• Any company that fails to pay its license fee within 180 days will be struck off and immediately dissolved under the new rules.

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The Virtual Asset Service Providers Act, 2024 (VASP Act)

A) Who Is Affected?

• All Seychelles IBCs providing virtual asset services, operating from or in Seychelles—even if those services are delivered elsewhere.
• Entities involved in ICOs and NFTs.

B) Activities Permitted

• Virtual Asset Wallet Providers
• Virtual Asset Exchanges
• Virtual Asset Broking
• Virtual Asset Investment Providers

C) Activities Prohibited

• Mining Facilities
• Mixers and Tumbler Services

D) Transitional Provisions & Compliance

• Licensing Deadline: If you were operating as a Virtual Asset Service Provider before September 1, 2024, submit your VASP application by December 31, 2024. Failure to do so could result in heavy penalties, including being struck off the Seychelles Registry.

E) Licensing Criteria & Obligations

• Solvency, Capital & Insurance Requirements
• Cybersecurity Protocols
• Audit Obligations
• AML/CFT Compliance
• Resident Director & Physical Office (if operating in or from Seychelles)

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Next Steps & How to Stay Compliant

1. Audit Your Records: ensure accounting records and financial summaries are up to date and submitted according to the new deadlines.
2. Check Your Registers: update your Register of Directors, Register of Members, and Register of Beneficial Owners with the newly required information and provide them to the Registered Agent for further filing.
3. Evaluate VASP Status: if your company deals with virtual assets in any capacity, contact your Registered Agent to determine the next course of action.
4. Consult Experts: given the potential US$10,000 fines, consult your registered agent or corporate services provider to stay compliant.

For more information, contact us at bd@icazalaw.com.