The Financial Services Authority (FSA) in Seychelles issued a circular dated 18 February 2025 regarding the new rules for companies striking off the Register.
Striking-off companies in Seychelles due to non-renewal
The striking-off procedure is applied to Seychelles international business companies (IBCs) that failed to pay the annual fee in due time and on some other grounds.
The annual fee is payable by the end of the first year following the formation of a company in Seychelles, and it is due every subsequent year. The company’s renewal date is the anniversary of its incorporation. If the payment is made after this deadline, the company will have to pay penalties in addition to the annual fee amount.
The latest amendments to company law in Seychelles (International Business Companies (Amendment) Act, 2024), which came into force on 18 December 2024, significantly changed the deadlines and consequences of the striking-off procedure.
Previously applicable rules
If a Seychelles company failed to pay the annual fee within 180 days of the due date, it was subject to being struck off the Register as of 1 January of the following year. The mere fact of striking off the Register did not result in the company being dissolved (ceased to exist).
Afterwards, the company was considered dissolved only after one year of being continuously struck-off.
Current striking-off rules
Under new rules, a company that fails to pay the annual fee within 180 days will be struck off the Register the very next day after the specified 180-day period expires. In other words, the company gets the struck-off status on the 181st day of the non-payment of the annual fee.
Moreover, the company is now formally considered dissolved immediately from the date it is struck off the Register. Thus, a company in Seychelles no longer needs to wait one year in the struck-off status to be “automatically” dissolved.
| Example. The deadline to pay the annual fee for the Seychelles company X (anniversary of the incorporation date) is 1 February 2025. If this company fails to pay the fee (and penalties) by 31 July 2025, it will be struck off the Register and dissolved on 1 August 2025 (i.e., on the 181st day of delay). |
Dissolution of previously struck-off companies in Seychelles
With the enactment of the amendments, the Registrar of Companies in Seychelles has taken the following measures against struck-off companies or companies in arrears in payment of annual fees:
- Companies in the struck-off status as of 18 December 2024 were dissolved on that date.
- Companies that were over 180 days overdue in paying the annual fee as of 31 December 2024 were dissolved on 1 January 2025. A list of these companies will soon be published in the Official Gazette.
Grace period
Although the new rules have come into force, the FSA is currently providing a grace period for existing companies that have not paid their annual fee and are due to be struck off the register between 1 January and 31 March 2025.
Such companies can now pay their outstanding fees up to and including 31 March 2025 without being struck off. Otherwise, they will be struck off and dissolved on 1 April 2025.
| Example. A Seychelles company Y was to pay the annual fee by 5 July 2024 but did not for some reason. Under the new rules, the deadline for its strike-off and dissolution is 2 January 2025 (the 181st day of delay). However, such a company will not be struck off and dissolved until 31 March 2025 and will be able to pay off the existing debt within the grace period. |
From 1 April 2025, any Seychelles IBCs that are 180 days behind in paying their annual fee will be struck off the register on the 181st day of default.
Procedural points
The Registrar will notify registered agents of upcoming strike-offs three months before the expected strike-off date. Such notices will be sent to all registered agents in the last week of each month. This will ensure that company directors and owners are duly informed of the consequences of failure to pay annual fees.
The list of companies struck off the Register during the past month will be published in the Official Gazette of the Republic of Seychelles. However, the effective date of an IBC’s striking-off is when the Registrar strikes the company off the Register and not the date of publication of the company’s name in the Gazette.
Important to note
- Offshore companies in Seychelles that have not paid the annual fee within 180 days after the due date will be struck off and dissolved the next day.
- If a company’s deadline falls between January and March 2025, it can avoid striking-off and dissolution by paying off the outstanding fees up to and including 31 March 2025.
- Struck-off and dissolved companies can be restored to the Register. A company may apply for the restoration within five years. To do this, a company must pay all previously unpaid fees and penalties together with the restoration fee.
- To avoid being struck off the Register, we recommend paying the annual fee within the timeframe the registration agent recommends before the company’s next renewal date.
- If the business owner is not interested in the company renewal and the company has no assets and no debts, striking off will be a legitimate way of its “automatic” dissolution.