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2014.01.25 - Seychelles: Seychelles Companies (Amendment) Act 2013 Enacted


On 5 December 2013, Seychelles President James Michel signed Seychelles International Business Companies (Amendment) Act 2013.

This legal act amends the current corporate legislation of Seychelles - International Business Companies Act 1994.

The main details of such amendments are as follows:

  1. In accordance with section 2 of the supplement, from 01 January 2014 the issue of bearer shares is not allowed in Seychelles.

    Companies that have bearer shares as at the moment of adoption of this law shall exchange all bearer shares in issue for registered shares within 6 months.

    Any bearer shares that have not been returned to the company and exchanged for registered shares within such 6-month period shall thereafter be considered null and void, i.e. non-existent.

  2. After this legal act is adopted, the term ‘shareholder’ is applicable to any person whose name is entered in the shareholders’ register of the given company in accordance with section 28.1 of Seychelles International Business Companies Act 1994. Consequently, provisions regarding possible issue of bearer shares are deleted from section 28.
  3. The shareholders’ register shall be kept at the registered office in Seychelles; it is not permissible for the share register to be kept somewhere else.
  4. For contravention of the provisions regarding bearer shares, the responsible officer shall be liable to a penalty of USD 100, which will increase subsequently by USD 25 per day, until the contravention is eliminated.
  5. Moreover, these amendments supplement Seychelles International Business Companies Act 1994 with new section 119 that provides for a special annual report to be furnished to the company’s registered agent by 31 December of each year. In its annual report, the company shall confirm that:
    1. it is keeping business/accounting records in accordance with the applicable law and that such business records can be made available through its registered agent if requested;
    2. the share register located at the company’s registered office is accurate and updated.

International Overseas Services comments:

Adoption of this supplement to Seychelles legislation continued the trend of classical tax-free jurisdictions towards abolition of bearer shares, as well as implementation of provisions on keeping accounting and business records. Such provisions have already been adopted in the BVI, Belize, Seychelles and a number of other classical tax-free jurisdictions. The likely forecast is that such principles will be followed by other classical tax-free jurisdictions as well.

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