INTERNATIONAL BUSINESS COMPANIES ACT, 1994 (THE "IBC ACT")

The following amendments have been made to the IBC Act:

1. Register of Members

Section 28(3) of the IBC Act is amended to require that the share register in respect of an IBC is at all times maintained in Seychelles. Previously the share register of an IBC could be maintained at the registered office of the IBC or such other place as determined by the directors of the IBC.

Action Required: Each IBC needs to ensure that it maintains its register of members in Seychelles. Where an IBC does not currently maintain its register of members in Seychelles, it must resolve to maintain such register in Seychelles and ensure that such register is transferred to Seychelles.

2. Register of Directors & Officers

Section 65(2)(c) of the IBC Act is amended to stipulate the contents of the register of directors and officers of an IBC and requires the following information to be shown on the register:

  1. the name and address of each director or officer;
  2. the date on which each person is appointed as a director or officer;
  3. the date a person ceases to be a director or officer; and
  4. such other information as prescribed by the Minister in the regulations.

An IBC has three months in which to comply with this requirement.

Action Required: Each IBC needs to ensure that it provides its registered agent with the relevant information to allow a register of Directors and Officers containing the information set out above to be maintained.

3. Registered Office

Section 38 of the IBC Act is amended to require that the registered office of an IBC must be the same address as the address of the registered agent of the IBC. An IBC has three months in which to comply with this requirement.

Action Required: Each IBC should ensure that its registered address is the same address as that of its registered agent.

4. Accounting Records

Section 65(1) of the IBC Act is replaced by provisions requiring an IBC to maintain proper accounting records that:

  1. are sufficient to show and correctly explain the IBC's transactions;
  2. enable the financial position of the IBC to be determined with reasonable accuracy at any time; and
  3. enable for accounts of the IBC to be prepared.

The amendment goes on to state that the requirements of section 65(1) will not be met if the accounting records do not give a true and fair view of the IBC's affairs and explain its transactions.

The accounting records must be maintained for a period of seven years from the date of completion of the transactions that they relate.

The accounting records must be kept at the registered office of the IBC or at such other place as the directors of the IBC may think fit.

Where the accounting records are kept at a place other than the registered office of the IBC, the IBC shall inform the registered agent in writing of the place at which the accounting records are kept.

Action Required: Each IBC should ensure that it maintains adequate accounting records and, where such accounting records are not maintained at the registered office of the IBC, inform its registered agent of the physical location as to where such accounting records are kept.

5. Records of Minutes & Resolutions

Section 65(3) of the IBC Act is amended to require that the registered agent must be informed in writing to any change to the place at which copies of minutes of meetings and resolutions relating to the affairs of the IBC are kept where such place is not the registered office of the IBC.

Action Required: Each IBC should ensure that where the copies of minutes of meetings and resolutions relating to its affairs are kept at a place other than the registered office of the IBC, the IBC should inform its registered agent of the place at which such minutes and resolutions are kept.

6. Official Search

Section 113(3)(f) of the IBC Act is amended to reduce the amount of information that is required to be given as part of an official search by the Registrar in relation to registered charges of an IBC. As a result of the amendments, the Registrar is only required to provide the number of registered charges rather than the date and description of such charges.

Note: It will no longer be possible to obtain details of charges that have been registered against the assets of an IBC from the Seychelles International Business Authority. Only the existence and number of such registered charges will be made available.

LIMITED PARTNERSHIPS ACT, 2003 (the "LP ACT")

The following amendments have been made to the LP Act:

1. Accounting Records

A new Section 11A is inserted into the LP Act requiring a Limited Partnership to maintain proper accounting records that:

  1. are sufficient to show and correctly explain the Limited Partnership's transactions;
  2. enable the financial position of the Limited Partnership to be determined with reasonable accuracy at any time; and
  3. enable for accounts of the Limited Partnership to be prepared.

The amendment goes on to state that the requirements of section 11A will not be met if the accounting records do not give a true and fair view of the Limited Partnership's affairs and explain its transactions.

The accounting records must be maintained for a period of seven years from the date of completion of the transactions that they relate.

The accounting records must be kept at the registered office of the Limited Partnership or at such other place as the directors of the General Partner may think fit.

Where the accounting records are kept at a place other than the registered office of the Limited Partnership, the general partner shall at all times keep at the registered office of the Limited Partnership, a written record of the place at which the accounting records are kept.

Action Required: Each Limited Partnership must maintain adequate accounting records and ensure that its General Partner maintains a written record of the place where such accounting records are kept.

FOUNDATIONS ACT, 2009 (THE "FOUNDATIONS ACT")

The following amendments have been made to the Foundations Act:

1. Appointment of Beneficiary

Section 4 of the Foundations Act is amended to require the manner in which a beneficiary of a foundation is appointed to be specified in the charter of the foundation upon establishment.

Note: Need to be aware of the requirement to include such information in the establishment of any new foundations.

2. Accounting Records

Section 75 of the Foundations Act is amended to require a Foundation to maintain proper accounting records that:

  1. are sufficient to show and correctly explain the Foundation's transactions;
  2. enable the financial position of the Foundation to be determined with reasonable accuracy at any time; and
  3. enable for accounts of the Foundation to be prepared.

The amendment goes on to state that the requirements of Section 75 will not be met if the accounting records do not give a true and fair view of the Foundation's affairs and explain its transactions.

The accounting records must be kept at the registered office of the Foundation or at such other place as the councillors of the Foundation may think fit.

Where the accounting records are kept at a place other than the registered office of the Foundation, the councillors shall inform the registered agent of the Foundation of such place within fourteen days of the date of any change to such place.

Action Required: Each Foundation must maintain adequate accounting records and ensure that its Registered Agent is kept informed of the place where such accounting records are kept.

3. Information to be contained in registers

Section 77 (2)(c) of the Foundations Act has been amended to require the following information to be maintained in the foundation's respective registers of councillors, registered agents, supervisory persons, beneficiaries, founders, agents or attorneys:

  1. the date on which a person was appointed or otherwise became a councillor, registered agent, supervisory person, beneficiary, founder, agent or attorney; and
  2. the date on which a person is removed as a councillor, registered agent, supervisory person, beneficiary, founder, agent or attorney.

Action required: Each Foundation must provide its registered agent with the relevant information to allow the registers required by law to be maintained.

4. Register of Beneficiaries

Section 77 (1) of the Foundations Act has been amended to require each foundation to maintain a register of beneficiaries including the information specified in paragraph 3 (a) and (b) above

Action Required: Each Foundation must ensure that its registered agent is provided with the relevant information to allow a register of beneficiaries to be maintained.

5. Register of Founders

Section 77 (1) of the Foundations Act has been amended to require each foundation to maintain a register of founders including the information specified in paragraph 3 (a) and (b) above

Action Required: Each Foundation must ensure that its registered agent is provided with the relevant information to allow a register of founders to be maintained.

6. Compliance Inspection

A new section 77A has been introduced into the Foundations Act requiring the foundation to allow the Registrar, during business hours and with reasonable notice, for the sole purpose of monitoring and assessing compliance with the Foundations Act, to:

  1. access the registered office of the foundation;
  2. inspect the documents required to be kept by the foundation; and
  3. during or after a compliance inspection request an explanation from the directors of the foundation's registered agent.

Action Required: Each Foundation must ensure that its registered agent is provided with the relevant information to allow its registered agent to facilitate any compliance inspection and to respond to requests from the Registrar in relation to the foundation.

7. Direction from the Court

A new section 111A has been introduced into the Foundations Act giving a councillor of a foundation the ability to seek directions from the Supreme Court of Seychelles with respect to the manner the council is to act in respect of a decision affecting the Foundation.

Note: Each Foundation should be aware of the new law allowing a councillor to seek directions from the Supreme Court of Seychelles with respect to the manner the council is to act in respect of a decision affecting the Foundation.

INTERNATIONAL TRUSTS ACT, 1994 (THE "TRUSTS ACT")

The following amendments have been made to the Trusts Act:

1. Trustee

Section 4 of the Trusts Act is amended to require that at least one trustee of an international trust shall be a company licensed under the International Corporate Service Providers Act to provide international trustee services.

Action Required Each International Trust must ensure that at least one of its trustees is a company licensed under the International Corporate Service Providers Act to provide international trustee services.

2. Accounting Records

Section 29 of the Trusts Act is replaced by provisions requiring an international trust to maintain proper accounting records that:

  1. are sufficient to show and correctly explain the international trust's transactions;
  2. enable the financial position of the international trust to be determined with reasonable accuracy at any time; and
  3. enable for accounts of the international trust to be prepared.

The amendment goes on to state that the requirements of section 29 will not be met if the accounting records do not give a true and fair view of the international trust's affairs and explain its transactions.

The accounting records must be maintained for a period of seven years from the date of completion of the transactions that they relate.

The accounting records must be kept at the trustee's principal place of business or at such other place as the trustee of the international trust may think fit.

Where the accounting records are kept at a place other than the trustee's principal place of business, the international trust must keep a written record of such other place at its principal place of business in Seychelles.

Action Required: Each International Trust must maintain adequate accounting records and, where such accounting records are not maintained at the trustee's principal place of business keep a written record of such other place at its principal place of business in Seychelles.

3. Registers

A new section 29A has been introduced to the Trusts Act requiring a trustee to keep or cause to be kept at the trustee's principal place of business and up to date register containing the following information:

  1. full name, address, nationality or place of incorporation of each trustee, beneficiary or settlor;
  2. the date on which a person is appointed or otherwise became a trustee, beneficiary or settlor; and
  3. the date on which the person ceases to be a trustee, beneficiary or settlor.

Action Required: Each International Trust must ensure that its trustees are provided with the relevant information to allow a register of trustees, beneficiaries and settlors to be maintained.

4. Compliance Inspection

A new section 79A has been introduced into the Trusts Act requiring the foundation to allow the Registrar, during business hours and with reasonable notice to the trustees, for the sole purpose of monitoring and assessing compliance with the Trusts Act, to:

  1. access the principal place of business of the trustee;
  2. inspect the documents required to be kept by the trustee; and
  3. during or after a compliance inspection request an explanation from the directors of the trustee.

Action Required: Each International Trust must ensure that its trustees are provided with the relevant information to allow such trustees to facilitate any compliance inspection and to respond to requests from the Registrar in relation to the International Trust.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.