Nominee Directors in Seychelles: What Is Visible in the Public Register?

Seychelles law continues to permit the use of nominee directors within International Business Companies (IBCs). However, recent legislative amendments have rendered directors’ names publicly accessible and expanded the particulars that must be recorded within corporate registers. This article examines the changes facing Seychelles entities utilizing nominee services—specifically detailing which director particulars become public and which remain confidential. 

Amendments to the Seychelles IBC Act

The amendments to the IBC Act are enacted via the International Business Companies (Amendment) Act, 2026, signed on 11 August 2026 and published in the Official Gazette of the Republic of Seychelles on 24 August 2026. 

First, the reforms alter the scope of particulars required in a company’s register of directors. Where a company appoints a nominee director, its register of directors must now explicitly state the nominee capacity of that director and include the identification details of the person instructing them—the nominator. 

These amendments logically extend previous reforms regarding nominee shareholders in Seychelles; in December 2024, a requirement was introduced to record a shareholder’s nominee status and their nominator’s details in the register of members. 

Second, the amendments expand the information contained within a Certificate of Official Search issued by the Registrar of International Business Companies. The certificate will state the full name and date of appointment of the incumbent director (or directors). This data enters the public domain in Seychelles for the first time. 

Third, the statutory deadline for appointing the initial director following company incorporation in Seychelles has been reduced to 30 days (previously 9 months). 

The Changes in Detail

New Particulars in the Register of Directors

Under the amended section 150(1) of the IBC Act, two mandatory particulars have been added to a company’s register of directors: 

• The nominee status of a director or alternate director; and 
• The identification details of the nominator, where the director or alternate director is a nominee. 

All existing Seychelles IBCs utilizing nominee directors must update their register of directors with the relevant particulars by 31 December 2026. 

The register of directors remains an internal corporate document maintained at the company’s registered office in Seychelles (with its licensed registered agent) in hard copy or electronic form. 

Definition of Nominee Director and Nominator in Seychelles

Section 150(1B) of the IBC Act introduces statutory definitions for a nominee director and a nominator: 

• Nominee director – a person who, on a regular basis, performs the functions of a director in a company on behalf of a nominator and in accordance with the nominator’s direct or indirect instructions. 
• Nominator – a person who, directly or indirectly, instructs a nominee director to act on their behalf as a director. 

Is the Nominator the Same as the Ultimate Beneficial Owner?

A nominator is not inherently the ultimate beneficial owner (UBO) of the company; these constitute distinct legal statuses governed by separate compliance and disclosure rules. Under the amendments, a nominator may be either a natural person or a legal entity (corporate nominator details may be entered into the register of directors). 

However, the defining criterion of a nominator under the Act is the authority to issue instructions to a nominee director. Because such instructions frequently emanate directly from the ultimate beneficial owner, the nominator and the ultimate beneficial owner will coincide in many structures. 

Beneficial owners are recorded in a separate register that remains confidential. A company’s register of beneficial owners is maintained by its registered agent, replicated on the non-public database of the Seychelles Financial Intelligence Unit (FIU), and disclosed only upon official request by the competent authorities of Seychelles. The latest amendments do not alter the confidentiality frameworks governing beneficial ownership. 

Nominator Particulars Required in the Register of Directors

Section 150(1B)(c) of the IBC Act specifies the nominator particulars to be recorded in the register of directors: 

Nominator Legal Status	Identification Particulars Required in Register of Directors
Natural person	Full name, residential address, date of birth, nationality, national identity number or equivalent (if applicable).
Legal entity	Corporate name, registered address, date of incorporation, jurisdiction of incorporation, registration number.

What Changes in the Seychelles Register of IBCs?

Unlike internal registers of directors maintained by each entity, the central Register of International Business Companies maintained by the Registrar previously recorded minimal baseline director details (names and addresses). 

Pursuant to amended section 346(2) of the IBC Act, the Seychelles IBC Register will now maintain only the names and dates of appointment of each company’s incumbent directors. 

Will the Registrar Receive Details of Nominee Directors and Nominators?

Yes, the Registrar of IBCs will hold full director and nominator details. Seychelles companies must file a copy of their register of directors with the Registrar within 30 days of appointing their initial directors or following any alteration to the register (sections 152(1) and 152(2) of the IBC Act). Owing to the mandatory inclusion of nominee and nominator details in internal registers, updated copies must be filed with the Registrar accordingly. 

However, the copy of the register of directors filed with the Registrar does not enter the public domain. Under section 152(5) of the Act, the Registrar is strictly prohibited from disclosing this information, save for: 

• Compliance with a court order; 
• Enforcement of any law; 
• Disclosure to the registered agent of the company; or 
• Disclosure to a specified third party with the express consent of the registered agent or a director of the company. 

Consequently, sensitive particulars—including nominee status and nominator identity—remain non-public and inaccessible to third parties. The sole public disclosures are the director’s name and date of appointment, which become accessible to any person from 1 January 2027 via a Certificate of Official Search. 

New Information in the Certificate of Official Search

An amendment to section 352 of the IBC Act expands the particulars disclosed within a Certificate of Official Search. Issued by the Seychelles IBC Registrar upon application by any party, the certificate details key corporate attributes: 

• Company name and registration number; 
• Date of incorporation; 
• Registered office address and registered agent details; 
• Annual fee payment deadline; 
• Company status (good standing / not in good standing / struck off); 
• Details of registered charges (both active and satisfied). 

The Certificate of Official Search will additionally state the names and dates of appointment of current directors, aligning the document with standard commercial registry extracts. Previously, director and shareholder confirmation could only be obtained through a Certificate of Incumbency issued by a private registered agent, rather than a state authority. 

Making incumbent directors’ names and appointment dates publicly accessible from 1 January 2027 represents a significant structural shift in Seychelles company law, enhancing transparency across the jurisdiction. 

Time Limit for Appointing First Directors

The amendments significantly shorten the period within which the subscribers to the Memorandum of Association must appoint a director of a newly incorporated Seychelles company.

Under amended section 134(1) of the IBC Act, the subscribers must now appoint the initial director(s) within 30 days of incorporation (reduced from 9 months). 

Action Required for Existing Companies

Where a company utilizes nominee directors, the following measures must be completed by 31 December 2026: 

• Record the director’s nominee status in the internal register of directors; 
• Insert the required identification details of the nominator into the register. 

Following these updates, an updated copy of the register of directors must be filed with the Registrar within 30 days. Entities should consult their Seychelles registered agent to confirm compliance requirements. 

Seychelles Company Confidentiality Summary

From 1 January 2027, the availability of Seychelles corporate information is structured as follows: 

Information Category	Disclosure & Availability Level
Basic Director Data: Name and appointment date of incumbent director(s)	Public. Maintained in the Seychelles Register of International Business Companies. Accessible via Certificate of Official Search from 1 January 2027.
Full Director & Nominator Data: Name, address, date of birth, nationality, appointment/cessation dates, nominee status, nominator details	Non-Public. Maintained in internal register of directors and filed with Registrar. Accessible only to the registered agent, Registrar, and competent authorities.
Shareholder Data	Non-Public. Maintained in internal register of members. Accessible only to the registered agent, Registrar, and competent authorities.
Beneficial Owner Data	Non-Public. Maintained in internal register of beneficial owners. Accessible only to the registered agent, FIU, and competent authorities.

Summary: What Becomes Public and What Does Not?

Only two data fields enter the public domain on 1 January 2027: 

• the name of an incumbent director and 
• their date of appointment. 

Address, nationality, nominee status, and nominator particulars remain non-public, held exclusively by the registered agent and the Registrar. 

It remains impossible to ascertain from a Certificate of Official Search whether a director acts in a nominee capacity or to identify the instructing party. Nominee status, nominator identity, and shareholder and beneficial ownership records remain strictly confidential, accessible solely to competent authorities upon lawful request.

Seychelles Jurisdiction: Paradigm Shift and Retained Advantages

The 2026 amendments transition Seychelles into a regulatory framework with enhanced corporate transparency, ending the era of total anonymity regarding directorships. Public disclosure remains strictly limited to incumbent directors’ names. Crucially, beneficial ownership, shareholder records, and underlying nominee arrangements remain shielded from public inspection. 

The Republic of Seychelles retains its position as a competitive jurisdiction for international corporate structuring, offshore company formation, and establishing private foundations. A Seychelles International Business Company remains a flexible corporate vehicle that maintains an acceptable level of privacy alongside a tax exemption on foreign-sourced income.

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