Corporate Compliance in Seychelles: Key Legal Obligations for IBCs in 2024–2025

In today’s evolving regulatory environment, corporate compliance is no longer a matter of best practice — it is a legal obligation. For Seychelles International Business Companies (IBCs), recent legislative updates underscore the importance of maintaining timely, accurate, and transparent records across all key registers.

This article provides a comprehensive overview of the current and upcoming compliance requirements under the IBC Act, Beneficial Ownership Act, and the 2021 Amendment Act, offering critical insights for directors, shareholders, and beneficial owners.

1. Corporate Records and Address Maintenance

Under the prevailing legal framework, the physical address and location of company records must be promptly updated to reflect any changes. This requirement extends to several official documents, including:

• Notice of Location of Company Records
• Corporate Registers
• Annual Return Declaration

Any change of address must be supported by appropriate Proof of Address (PA) and updated within 14 days. Failure to implement address changes in accordance with statutory guidelines may constitute a breach of compliance, subject to enforcement under the IBC Act and the Beneficial Ownership (Amendment) Act, 2022.

2. Statutory Registers: Accuracy and Penalties for Non-Compliance

Register of Directors

The register of directors must reflect current information and is legally recognised as prima facie evidence under the IBC Act. Notably:

• Companies must ensure the register remains accurate at all times.
• A contravention may result in penalties of up to USD 10,000 for the company.
• Directors who knowingly permit inaccuracies may also face personal liability of up to USD 10,000.

Register of Members

Amendments effective 30 June 2025

The amended IBC Act introduces enhanced requirements for member registers:

• Must contain up-to-date member details, including nominator information for nominee shareholders.
• May be stored electronically, provided legible reproduction is possible upon request.
• Entries for former members may be removed after seven years.

Non-compliance can result in financial penalties of up to USD 10,000 for both the company and culpable directors.

Register of Beneficial Owners (UBO)

Maintaining a current and accurate register of beneficial owners is mandated under the Beneficial Ownership Act, 2020, and the 2022 amendments:

• Each legal person or arrangement must retain an up-to-date register.
• Failure to do so attracts penalties of up to SCR 150,000 (approximately USD 10,000 per breach).

3. Periodic Review of Beneficial Ownership: Regulation 13 in Force

The Beneficial Ownership (Amendment) Regulations, 2023 introduced a formal requirement for annual verification of beneficial ownership, effective 1 October 2024.

Key Compliance Requirements:

• Annual Review must be conducted within the three months leading up to the entity’s registration anniversary.
A Declaration of Compliance must be submitted to the resident agent within one month following the anniversary — even where no changes have occurred.
• The UBO register must include:
  • Full legal name
  • Residential address
  • Nationality
  • NIN and TIN
  • Date of birth
  • Dates of beneficial ownership
  • Nature and extent of interest

Supporting documents such as certified ID copies and tax confirmation letters are required to validate each entry. Legal persons and arrangements bear the responsibility of verifying the accuracy of all information before entry.

4. Accounting Records: Bi-Annual Filing Obligations

As per the IBC (Amendment) Act, 2021, all Seychelles IBCs are required to maintain and lodge accounting records at their registered office on a bi-annual basis. This requirement is monitored and enforced by the Financial Services Authority (FSA).

Submission Deadlines:

• H2 2024 (July–December): Records must be submitted by 30 June 2025.
• H1 2025 (January–June): Records must be submitted by 31 July 2025.

Required Records:

• Bank statements
• Invoices and receipts
• Contracts and agreements
• Title documents
• Balance sheets and ledgers
• Financial summaries (for active companies, in the prescribed template)

Records may be maintained in original or electronic form, but authorities reserve the right to request originals for review.

Looking Ahead

As regulatory oversight tightens globally, Seychelles continues to demonstrate its commitment to international best practices in corporate transparency and compliance. For companies operating under the IBC framework, these obligations are not merely administrative — they are essential components of a legally compliant and reputationally sound corporate structure.

Directors and stakeholders are advised to review their current compliance posture and engage with their resident agent or corporate service provider to ensure all statutory duties are being met in a timely and complete manner.

For more detailed guidance or to obtain templates for declarations and financial summaries, please contact our dedicated team or email us at info@sfm.com.