Seychelles International Business Companies Act 2016b – Company Law

On 30 November 2018 the following amendments were introduced to IBC Act 2016:

• For IBCs registered prior to coming into force of the IBC Act 2016 the term for the filing of the Registers of Directors was extended from 12 to 24 months
• Penalties for the late filing of the registers of directors to the Registrar were reduced by 50% from $500 to $250 plus $25 for each day of delay with filing, namely, after the expiration of 30 days from the date of appointment of a director or the date of change of the particulars reflected in the register.
• Registers of directors will not be publicly available, and, accordingly, the Registrar will not issue certificates of company search with the directors’ particulars.
• The term for the restoration of IBCs after striking off was increased from 5 to 7 years.
• From now on Court restoration of IBCs is possible  within 12 years after the striking off. IBCs may be restored  in an administrative  procedure, i.e. by the Registrar without Court engagement, if such  IBCs are struck off by the Registrar due to non- compliance.

The amendments came into force on 01 January 2019

IBCs were treated as non-resident entities (i.e. had offshore status), they were allowed to conduct activities only outside of Seychelles, and they were exempt from taxes in Seychelles, the key amendments are addressing offshore status of IBCs:

Restrictions related to carrying on business in Seychelles and owning/leasing of immovable property in Seychelles have been repealed. Therefore, from now on IBCs are eligible to carry on business in Seychelles, own and lease immovable property in Seychelles;

IBCs which  conduct business activities in Seychelles will be subject to the following local taxes, business tax, income tax applicable to IBCs’ employees and VAT.

Seychelles Company Law

On 1st December 2016, a new International Business Companies Act, 2016 came into effect in Seychelles. The new Act is a comprehensive rewrite of the IBC Act 1994 aimed at modernising Seychelles company law and further enhancing Seychelles status as a international business and financial centre. You will find below the key extracts from the International Business Companies Act, 2016 along with the full act.

Company Name

The name of a company shall end with:

• The word “Limited”, “Corporation” or “Incorporated”; or
• The abbreviation “Ltd”, “Corp” or “Inc”.

The name of a protected cell company shall end with the words “Protected Cell Company” or with the abbreviation “PCC”.

A company may use, and be legally designated by, either the full or the abbreviated form of any word or words required as part of its name under this section.

Where the abbreviation “Ltd”, “Corp”, “Inc” or “PCC” is used as part of a company‘s name, a full-stop may be inserted at the end of the abbreviation.

Registered Office and Registered Agent

A company shall at all times have a registered office and agent in the Seychelles.

The registered office of a company shall be the same address as the principal place of business in Seychelles of its registered agent.

The registered office of a company is:

• The place specified as the company‘s registered office in its memorandum; or
• If one or more certified change of registered office resolution extracts have been filed with the Registrar under section 162 or 163, the place specified in the last such notice registered by the Registrar.

No person shall be, or agree to be, the registered agent of a company, unless that person is licensed to provide international corporate services under the International Corporate Services Act.

Memorandum of Association

The memorandum of a company shall:

• State the full name and address of each subscriber; and  be printed and signed by or on behalf of each subscriber in the presence of at least one witness who shall attest the signature and insert his own name and address.

The memorandum of a company shall state:

• The name of the company;
• The address in Seychelles of the company‘s registered office as at the date of the memorandum;

Directors

The company‘s memorandum and articles, a director of a company shall be an individual or a corporate directors.

A Seychelles company must have at least one director at all times following the appointment of its first director(s) and there is no residency requirement for directors.

Shareholders and Share Capital

A Seychelles IBC requires a minimum of only one shareholder, and one director, both of whom may be the same person.Foreign individuals and corporate bodies can be shareholders of a Seychelles IBC.

There is no minimum share capital required however; Seychelles IBC’s are normally incorporated with an authorised share capital of US$5,000.

Certificate of Good Standing 

The Registrar shall, upon request by any person and on payment of the fee, issue a certificate of good standing under the Official Seal in the approved form certifying that a company is in good standing if the Registrar is satisfied that:

• The company is on the Register
• The company has paid all fees, annual fees and penalties due and payable under this Act
• It has no filed record of the company being in voluntary or compulsory liquidation

The certificate of good standing issued shall include a statement as to whether:

• The company has filed with the Registrar articles of merger or consolidation that have not yet become effective
• The company has filed with the Registrar articles of arrangement that have not yet become effective
• Notice of commencement of the company‘s winding up has been filed with the Registrar
• Any proceedings by the Registrar to strike the name of the company off the Register have been instituted.

In the event that a company is not in good standing as at the date of the request, the Registrar shall issue a certificate of official search under section 352in lieu of a certificate of good standing and no additional fees shall be paid in respect thereof.

Company Dissolution 

The Registrar may strike the name of a company off the Register if it is satisfied that the company —

• Has ceased to carry on business or is not in operation;
• is carrying on business in Seychelles in contravention of section 5(2) of this Act
• Has been used for fraudulent purposes
• May jeopardise the reputation of Seychelles as a financial centre
• The company fails to file any notice or document required to be filed under this Act; comply with section 164 (Company to have registered agent); (iii) comply with a request made pursuant to this Act or other written law of Seychelles by the Seychelles Revenue Commission, the Financial Intelligence Unit or the Registrar for a document or information; (iv) keep a register of directors, register of members, register of charges, register of beneficial owners or accounting records required to be kept by it under this Act or any other records required to be kept by it under this Act; or (v) subject to paragraph (c), pay any penalty fees imposed by the Registrar under this Act; or (c) the company fails to pay to the Registrar its annual fee or any late payment penalty thereon within 180 days of the due date, provided that striking off under this paragraph shall only occur on 1 January next ensuing. (2) Before striking the name of a company off the Register on any grounds specified in subsection (1)(a) or (1)(b)

The Registrar shall send the company a notice stating that, unless the company shows cause to the contrary within 30 days of the date of the notice, the Registrar shall publish in the Gazette a notice of the intended striking-off of the company‘s name from the Register in accordance with paragraph (b); and (b) after the expiration of the 30 day period referred to in the notice given under paragraph (a), unless the company has shown cause to the contrary, the Registrar shall publish in the Gazette a notice of its intention to strike the name of the company off the Register at the expiration of 60 days from the date of the publication of the notice in the Gazette under this paragraph.

After the expiration of 60 days from the date of the publication of the notice in the Gazette under subsection (2)(b), unless the company has shown cause to the contrary, the Registrar may strike the name of the company off the Register. (4) The Registrar shall publish a notice of the striking of the name of a company off the Register in the Gazette. (5) The striking of the name of a company off the Register is effective from the date on which the Registrar strikes the name off the Register under subsection (3). (6) Penalty fees imposed for a contravention of this Act shall cease accruing on the date of striking off of the name of a company under this section, provided that all unpaid penalty fees accrued prior to the date of striking off shall remain due and payable to the Registrar.

Company Restoration

Where the name of a company has been struck off the Register for any reason, an application to restore the name of the struck off or dissolved company to the Register may be made to the Court by :

• A creditor, member, former member, director, former director, liquidator or former liquidator of the company; or
• Any other person who can establish an interest in having the company restored to the Register.

An application to restore the name of a struck off or dissolved company to the Register under subsection (1) may be made to the Court:

• Within ten years of the date of the striking-off notice published in the Gazette
• Within five years of the date of dissolution.