Seychelles: Important Amendments to the International Business Companies Act, 2016
On August 6th 2021, the International Business Companies Amended Act 2021 was enacted. The Amended Act introduced the following important requirements for the Seychelles IBCs.
1. Accounting Records :
Bi-annual sending of accounting records to registered office in Seychelles
From February 6th 2022, each IBC shall send updated accounting records to its registered office in Seychelles at least twice a year. In addition, existing accounting records relating to transactions or operations completed in the past seven (7) years up to December 31st 2021 must be kept in Seychelles by February 6th 2022. While the accounting records must be kept at the registered office in Seychelles, they are not required to be filed with the Registrar and are not open to public inspection.
Large companies & non-large non-holding companies – annual financial summary
The Amended Act includes the following new definitions:
(a) Large Company means a company that meets the annual turnover threshold specified for a “large business” under the Revenue Administration Act, namely Seychelles Rupees 50,000,000 (approx. US$3,000,000 a year as of August 2021); and
(b) Holding Company means a company with no trade or business operations of its own but holds interests in other companies or assets.
From February 6th 2022, large companies and non-holding companies must prepare an annual financial summary to be kept at their registered office in Seychelles within six (6) months from the end of the company’s financial year (section 175(1B) of the Act).
A discretionary penalty fee not exceeding US$10,000 will be imposed on companies and their directors for breaching the requirements relating to keeping accounting records.
2. Register of Directors
The Amended Act provides that the Register of Directors shall include, in the case of an individual: date of birth, nationality, address for service of documents and, if different to the address for service of documents, the usual place of residence. In the case of a corporate body, its registered office, date of incorporation or registration and the place of incorporation or registration.
The deadline to comply with this requirement is twelve months from the commencement of the Amendment Act, and a discretionary penalty fee not exceeding US$10,000 will be imposed on the company and the directors for breaching these requirements.
3. Deemed dissolution of struck off companies after one year
On January 1st 2022, companies that have been struck off the Registry for a continuous period of 1 (one) year for non-payment of annual fees will be automatically dissolved.
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