The International Business Companies Act, 2016 (the “2016 Act”), which came into force on 1 December 2016, has changed the way that a Seychelles IBC must keep and maintain its registers and records.
There are four key areas to be considered:
1. Minutes and resolutions: The minutes and resolutions passed by the members and directors may be kept at such place inside or outside of Seychelles as the directors decide. Where they are not kept at the registered office, the registered agent must be notified of their location. Any change of location should be notified to the registered agent within 14 days.
2. Registers: An IBC must keep at the registered office in Seychelles:
(a) a register of members
(b) a register of directors
(c) a register of all charges whether created before or after the commencement date of the 2016 Act
(d) a register of beneficial owners
The register of charges was optional under the preceding legislation, the International Business Companies Act, 1994 (the “1994 Act”), and the register of beneficial owners is a new requirement.
While there is an option to file all the registers, it is only compulsory to file the register of directors with the Seychelles Registrar. An IBC must make this filing within 30 days of the appointment of its first directors. It must also file any changes within 30 days of the change.
A company formed before the commencement of the 2016 Act, 1 December 2016, must file the register by 30 November 2017, but need only file particulars of its current directors.
It is currently the case that the register of directors, when filed, will not be accessible by the public.
3. Accounting records: The accounting records must be kept at the registered office or such other place as the directors think fit. Where the accounting records are kept somewhere other than the registered office, the registered agent must be informed of that other place. Where the location is changed, the registered agent must be notified within 14 days. They must be kept for 7 years.
If an IBC prepares annual financial statements, it may, but is not required to, file with the Registrar a copy of those statements.
4. Transitional provisions: There are transitional provisions in the 2016 Act, which deal with those companies formed under the 1994 Act. These 1994 Act companies have 3 months from 1 December 2016 to comply with the new requirements for keeping registers and records.
They have until 30 November 2017 to comply with the new obligations in relation to giving notice of location of minutes and resolutions of members and directors, and holding a register of charges.
Every company has until 30 November 2017 to comply with the filing of the register of directors, and its obligation in relation to the register of beneficial owners.