The International Business Companies (Amendment) Act 2024 came into effect in Seychelles on 18 December 2024. These amendments aim to enhance the transparency of companies with nominee shareholders and clarify the status of companies that have been struck off but not dissolved.
This summary will outline the key points of the updated legislation regarding the maintenance of offshore companies in Seychelles and their liquidation.
Highlights of amendments to company law in Seychelles
- A Seychelles company having nominee shareholders now must specify in its register of members the persons on whose behalf the nominees act.
- Where a company’s registered agent changes, the former agent must transfer all the company documentation to the new one within 30 days.
- If a company fails to pay the annual fees or penalties, it can be struck off the register immediately after the expiry of 180 days.
- A company in Seychelles that is struck off the register will be considered dissolved with effect from the date of striking off (without waiting one year to pass in the struck-off status).
- A struck-off or dissolved company can be restored by application to the Registrar or the court within five years.
- A company in liquidation now may obtain a certificate of good standing, provided that the company has no outstanding fees and penalties.
A Seychelles company must keep its register of members (shareholders) in the office of the registered agent in Seychelles. The company may keep the register in electronic form and must maintain it up-to-date.
In many cases, the register of members shows only nominee shareholders, while details of the company’s actual (beneficial) owners remain private. Nominee shareholder services are common in jurisdictions where nominee holding of assets is allowed within trust relationships.
According to the amendments to the IBC Act, if a company has a nominee shareholder, the register of members must also reflect the details of the “nominator”, i.e. the person who appointed such a nominee shareholder.
A nominator is a person who instructs a nominee to act on the nominator’s behalf in a specific capacity regarding a company. The nominator instructs the nominee to hold legal title to shares or other membership interests in the company on the nominator’s behalf.
| Information to be specified in the register of members | |
|---|---|
| Member (shareholder) | Nominator |
|
|
The terms “nominator” and “beneficial owner” differ, although they may refer to the same person. The requirement to identify the nominator in the register of members enhances the transparency of the corporate structure for local authorities.
Authorities such as the Registrar, the Seychelles Revenue Commission (SRC), and the Financial Services Authority (FSA) have the power to request the register of members from the company or its registered agent. They also hold similar powers concerning beneficial ownership information. As a result, state authorities can, if necessary, compare the details of nominators with those of beneficial owners.
Transfer of documents to new registered agent in Seychelles
If a company changes its registered agent, the former registered agent must transfer the following documents in respect of the company to the new one within 30 days:
- copies of constitutional documents (certificate of incorporation, memorandum and articles of association);
- all resolutions of directors and members, and minutes of meetings;
- a register of directors, a register of members and, if any, a register of charges;
- all accounting records and financial summaries;
- all notices made by the company to the former registered agent, including notices of the address where the company’s records are kept;
- all annual returns and annexed documents provided by the company to the former registered agent.
Failure by the previous registered agent to comply with these requirements can result in a fine of up to $10,000. This measure protects companies from unreasonable delays or refusals in transferring documents to the new corporate service provider.
Striking off the register due to non-payment of annual fee
Under the IBC Act, the Registrar may strike a company off the register if it fails to pay the annual fee or any late payment penalties within 180 days of the due date. Previously, the company could only be struck off from 1 January of the following year.
Recent amendments have eliminated this clause. As a result, a Seychelles company can now be struck off the register immediately after 180 days of non-payment. However, the Registrar is still required to publish a notice of the intended strike-off in the Official Gazette of the Republic of Seychelles.
Automatic dissolution of companies in Seychelles
According to the previous rules, if a company was struck off the register for any reason and remained in that state for one year, it was considered dissolved on the last day of that period.
Under the new rules, a struck-off company is deemed to be dissolved immediately on the date it is struck off the register.
Seychelles companies struck off as of 18 December 2024, and neither dissolved nor restored will be considered dissolved on that date.
Restoration of a struck-off or dissolved company
Under the IBC Act, it is possible to apply to the Registrar to restore a struck-off or dissolved company to the register. This application can now be made within five years from the date of striking off or dissolution. The same five-year period applies to seeking restoration through a court.
A certificate of good standing for a company in liquidation
The commencement of voluntary or compulsory liquidation proceedings is no longer an obstacle to issuing a certificate of good standing to the company.
However, in order to receive a good standing certificate, the company must have settled all outstanding fees, fines, or penalties.
What to pay attention to
If a company uses a nominee service (as applicable to nominee shareholders), the nominator’s details must be entered into the register of members in a timely manner. The company must submit the updated register to the office of its registered agent in Seychelles.
Existing companies must update their registers of members within 12 months of the date the amendments come into force, which is by 18 December 2025.
It is important to note that contravention of the requirements for maintaining the register of members may result in a penalty fee of up to US$10,000 for the company and its director (in the case of a deliberate violation).