23.11.2016. Seychelles, new IBC Act, 2016

Company News

The new Act will be in force as of 1st December 2016 and there are following main changes:

I. Extended list of prohibited activities that an IBC cannot undertake:
– Carrying on securities business. Now is required to receive license under the Securities Act or legally able to do so under the laws country outside Seychelles.

– Carrying on business of mutual fund, regulated by the Seychelles Mutual Fund & Hedge Fund Act.

– Carrying on gambling business, regulated by the Seychelles Gambling Act.

II. New provisions to allow IBCs to be Protected Cell Companies (PCCs).
PCC is primarily used for mutual fund structures (i.e. to operate as a mutual fund). PCCs are also commonly used for offshore captive insurance business (i.e. where the insured and the insurer are affiliated parties).

III. Filing copy of Register of Directors with the Registrar.
All IBCs will be required to file and these will be publicly available.
Presently is a bill to amend this that the filing of the Registers will not made public, the can be changes about this point.

With effect of 1st December 2016, any changes to the Register of Directors has to be filed with the Registrar, so additional fee for it shall apply.

IV. Register of Charges
The new Act requires a company to keep a Register of Charges at its registered office and provides for optional registration of charges by the Registrar.
Presently most lenders do not bother with IBC charge registration in Seychelles, but under the new Act, while registration will still be optional, registration will determine priorities among secured creditors.

V. Permitted IBC Name Suffixes
In accordance with the World Bank recommendations, the permitted suffixes denoting limited liability has been reduced. The new IBC Act will permit only the following:-
“Limited”, “Corporation”, “Incorporated” or abbreviations “Ltd”, “Corp” and “Inc”. “PCC” for Protected Cell Companies.

VI. IBC owning or managing vessels registered in Seychelles.
The new Act state that an IBC shall not carry on any business in Seychelles including, without limitation, fishing, charter or tourism business involving the vessel.

VII. Annual Returns
The content of the Annual Returns has been amended to provide declarations only in respect of records that are not required to be kept in Seychelles (i.e. accounting records, minutes and resolution) and to include details of the address at which the company’s accounting records and minutes and resolutions are kept.