Recent amendments in Seychelles International Business Companies Act were made in August 2021, most of the amendments have already come to effect starting from January 2022. This article covers some of the amendments that every Seychelles company owner should know.
Location and preservation of accounting records
Sections 175 of the Act now require all accounting records be keeping in Seychelles. Accounting records include the records related to transactions or operations for the past 7 years of the company (including struck off and dissolved companies).
"Holding companies" (i.e. companies with no trade or business operations of their own, yet hold interests in other companies or assets) and "Not-Large companies" (i.e. annual turnover that is less than 50 millions SCRs [approx. USD3.8 millions, under 2022 exchange rate] ) are required to keep accounting records on a bi-annual basis at the registered office in Seychelles
"Large companies" (i.e. annual turnover more than 50 million SCRs) and "Non-Holding companies" are required to prepare annual financial summary to be kept at the registered office in Seychelles, within 6 months after each financial year end.
The accounting records are not required to be filed with the Registry and are not open to public inspection.
Dissolution of a company struck off by the registry
Section 275 indicated that companies which have been struck off due to (i) non-compliance with the Act and / or (ii) failed to attend to annual renewal, will be deemed dissolved, 1 year after the companies being struck off.
Restoration of a company
Section 276 - In general, to restore a dissolved company, the application must be filed at the Registry within one year after the company is dissolved, however, the company in question has to compliant with the provision of the Act and Beneficial Ownership Act 2022, including but not limited to the provisions related to accounting records and registers.
For companies that were struck off by the registry, the restoration application has to be made within 1 year after the date of struck off notice published in the Gazette.
For companies that were dissolved under formal dissolution procedures, they have 5 years window to submit the restoration application.
Company records of dissolved / struck off companies
According to the section 169 of the Act, the registered agent in Seychelles must keep the following documents / information of companies that have been dissolved / struck off, for at least 7 years after the dissolution / struck off:-
registers of members, directors and charges
accounting records
Register of Directors
The register of directors now required to include the following information:-
For individual director
date of birth
nationality
address for service of documents
usual place of residence (if different to the address for service of documents)
the date on which each person whose name is entered in the register
For corporate director
Registered office
Date of incorporation
Place of incorporation or registration
the date on which each person whose name is entered in the register