Dear Customer,
The government of Seychelles has enacted the International Business Companies (Amendment) Act, 2021, effective as of 5 August 2021, enforcing new regulations on International Business Companies (IBCs) by amending the International Business Companies Act, 2016.
Relevant amendments to the International Business Companies Act, 2016, include new requirements for:
a. Register of directors
IBCs shall keep a register of directors at their registered office in Seychelles completed with accurate and up-to date information. The register of directors must be filed at the Registrar, within thirty (30) days of the appointment of directors or of any change of directorship and their particular information.
The register of directors to be kept at the registered office in Seychelles, must include, additionally, the following details:
For individual directors: Date of birth, nationality, address for service of documents and residential address, if different to the service address.
For corporate directors: Date and place of incorporation or registration, and registered office.
These requirements also apply to alternate directors and reserve directors.
Entries related to former directors (or alternate directors or reserve directors, as the case may be) may be removed from the register after seven (7) years from the date on which the directors ceased to be in service.
IBCs that fail to keep a register of directors at their registered office in Seychelles, completed with accurate and up-to date information and other provisions set out above, shall be liable to a penalty not exceeding US$10,000. Any director who knowingly permits said contravention, shall be liable to a penalty not exceeding US$10,000.
All IBCs must comply with the requirements set out, within twelve (12) months from the commencement of the International Business Companies (Amendment) Act, 2021; i.e. no later than 5 August 2022.
b. Accounting records
An IBC shall keep reliable accounting records that (i) are sufficient to show and explain the IBC’s transactions; (ii) enable the financial position of the IBC to be determined with reasonable accuracy at any time; and (iii) allow for financial statements of the IBC to be prepared.
Where an IBC is a “holding company“ and not a “large company”, and its accounting records are kept outside of Seychelles, the IBC shall lodge on a biannual basis, the accounting records at its registered office in Seychelles.
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“Holding company” means an IBC with no trade or business operations of its own but holding interests in other companies or assets.
“Large company” means an IBC which meets the annual turnover of more than SCR50,000,000 (approximately USD3,900,000 depending on the current exchange rate).
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All other IBCs shall:
(i) prepare an annual financial summary to be kept at its registered office in Seychelles within six (6) months from the end of their “financial year”; and
(ii) where its accounting records are kept outside of Seychelles, the IBC shall lodge on a biannual basis, the accounting records at its registered office in Seychelles.
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The “financial year” shall be the calendar year, unless it is changed by a resolution of directors and notified to the registered agent of the IBC within fourteen (14) days of passing said resolution.
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Click below to download the template of financial summary provided by the Financial Services Authority of Seychelles.
Where a copy of the accounting records and the financial summary are kept in electronic form at the registered office of the IBC, it shall be sufficient compliance. The IBC shall inform its registered agent, in writing, the physical address of the place where the original accounting records are kept and, if such place changes, the IBC shall notify the registered agent within fourteen (14) days of the change.
Accounting records shall be preserved by the IBC for at least seven (7) years from the date of completion of the transactions or operations to which they each relate.
The accounting records shall be presented to Seychelles competent authorities upon request, whether these are kept outside or within the territory of Seychelles.
IBCs that fail to comply with each of the provisions set out, as applicable, shall be liable to a penalty not exceeding US$10,000. Any director who knowingly permits said contravention, shall be liable to a penalty not exceeding US$10,000.
Should you have further inquiries, kindly contact us at info@rbcs.com.hk .
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