A new IBC Act has just been passed in Seychelles. It will come into force on signing by the President and publication in the Gazette. The Seychelles government brought forward the enactment of the new legislation because it is currently being assessed by the FATF (Financial Action Task Force) and the assessment will only cover legislation in place as at end July.
New Act commencement will be deferred for some time (we await clarification), to allow a grace period for CSPs to update their IBC standard template memorandum and articles, etc. A final copy of the Act is yet to be released – though we understand minimal changes have been made to the last draft circulated to all CSPs (version 30.6.2016).
Main changes affecting clients under the new Act include:
- A new requirement for an IBC to keep a Register of Beneficial Owners at its registered office in Seychelles (alongside its Register of Directors and Register of Members) – 1 year compliance grace period;
- A new requirement for an IBC to file a copy of its Register of Directors with the Registrar – 1 year compliance grace period;
- Obligatory requirement, if an IBC has created a charge over any of its assets, for the IBC to keep a Register of Charges at its registered office in Seychelles – 1 year compliance grace period;
- While registration of a charge over an IBC’s assets will remain optional, registration under the Act will determine the ranking of creditors having security over the same secured assets; therefore (as in BVI) lenders will typically insist on registration of charges created on or after the Act commencement date.
Retention of key attractive features from the former Act
- Cost-effectiveness – No change to the low ($100) Seychelles government IBC incorporation and annual fees;
- Privacy – no filing with Registrar and no public access to details of shareholders or beneficial owners; and
- Ease of administration – no requirement to prepare or file annual accounts and no requirement to appoint an auditor.
- With effect from the Act commencement date every IBC incorporated under the IBC Act 1994 (former Act company) is deemed to be automatically re-registered as a company under the new Act. The Registrar is required to issue a certificate of re-registration to the company if the company, acting through its Registered Agent, makes a written request to the Registrar for the issue of a certificate of re-registration. No fee is payable to the Registrar in relation to a certificate of re-registration.
- It will not be mandatory for a former Act company to amend or replace its memorandum or articles to comply with the new Act but to the extent of any inconsistency between a former Act company’s memorandum or articles and the new Act, the new Act shall prevail.
- While it is not mandatory it is nevertheless desirable to replace the memorandum and articles of a former Act company so that its memorandum and articles is fully up-to-date and compliant and reflects the requirements of the Act. To encourage voluntary replacement of IBC memorandum and articles, FSA have waived memorandum and articles amendment / replacement filing fees for 2 years.