As of December 1, 2016, the new IBC Act (IBC ACT 2016) comes into force, resulting number of significant changes to comply with new international standards, including OECD Transparency and Exchange of Information for tax purposes and the FATCA, as well as to improve the attraction of Seychelles as a jurisdiction.
In compliance with OECD international standards additional registers will be required
- A register of beneficial owners at its registered office in the Seychelles.
- A register of directors must be kept at the registered office and a copy filed with the Seychelles Registrar of Companies. This register of directors will be open for public inspection with effect from December 2018. There is a transition period of 12 months to allow existing IBC’s until November 2017 to file the directors’ register with the Registrar.
- A register of charges at the registered office, with the option to file the charges register with the Companies Registrar.
Permitted IBC Name Suffixes
In accordance with World Bank (STAR Report) recommendations, the permitted IBC name suffixes denoting limited liability has been reduced. The new IBC Act will permit only the following suffixes: “Limited”, “Corporation” or “Incorporated” or the abbreviations “Ltd”, “Corp”, “Inc” (or PCC for protected cell companies).
The new name requirements will only apply to companies incorporated or continued under the new Act and will not apply to existing IBCs incorporated or continued under the IBC Act 1994.
New provisions relating to Annual Returns
A company will not be required to submit an annual return (i.e. an annual compliance declaration) in the year of its incorporation.
The content of the Annual Returns has been amended to provide declarations only in respect of records that are not required to be kept in Seychelles and to include details of the address at which the company’s accounting records and minutes and resolutions are kept.
A company that fails to furnish its Annual Return will be liable to a fixed penalty fee of $500 and if a company provides false or misleading return, it shall commit an offence and is liable on conviction to a fine not exceeding US$5000.
In accordance with the recommendations of the FATCA, sanctions and penalties will be dissuasive (note the amounts are due between the day of the break-in and the day of regularization to the Registrar);
These penalties range from USD 50 to USD 50,000 depending on the break-in.
IBCs owning or managing vessels registered in Seychelles
The new Act clarifies that an IBC may own or manage a vessel registered in Seychelles under the Merchant Shipping Act and the vessel may visit or be situated in Seychelles waters, provided that the IBC shall not carry on any business in Seychelles including, without limitation, fishing, charter or tourism business involving the vessel.