Dear Clients,

The National Assembly of Seychelles is currently in the process of passing a bill which contains amendments to the International Business Companies Act, 1994.

The Bill proposes the following amendments to the Act:

1. Bearer Shares: The Bill proposes to repeal existing provisions referring to the issuance and maintenance of Bearer Shares, contemplating a transitional period of six (6) months starting from the date the proposed amendments have entered into force.

Any bearer shares that have not been cancelled within this six (6) month period, shall be null and void and without effect.

2. Share Register:  the proposed amendment will require for a copy of a company’s Share Register to be kept in the office of its Registered Agent. A company that does not maintain a Share Register will be subject to a penalty, the company would be liable to additional penalties, if contravention is continued. The same penalties would apply to a company’s directors for permitting the contravention of this requirement.

3. Accounting Records: Penalties are increased for companies that do not maintain accounting records according to the current provisions of the Act for each day during which the contravention continues. The same penalty is also applicable to a company’s directors for permitting the contravention of this requirement.

4. Register Strike Off: A company shall be struck off the Register if it fails to comply with a request of information from the Seychelles Revenue Commission or if it fails to pay any penalty imposed by the Registrar under the Act.

5. Furnishing of an Annual Report by companies: Once the bill is approved, by the 31st of December of each year, all companies must provide to their Registered Agent a declaration which states the following:

o The company is keeping accounting records in accordance with the Act and that such records can be made available through its Registered Agent;  and

o  The Share Register located in the Registered Office is complete and updated.

A daily penalty for each day of contravention is also contemplated for companies and directors, if the report is not provided. This specific provision of the proposed amendment to the Act is to come into effect on January 1, 2014, once the Bill is approved.

We expect the Commencement date of these new amendments to be announced soon, we will keep you informed of the developments, in order to assist you with your Seychelles companies’ updating needs, in order to remain compliant with the laws of this jurisdiction.

 
Please do not hesitate to contact us at info@cardwell-capital.com, should you have any questions or comments.
 
Kind regards,
Cardwell Advisory Desk