SEYCHELLES UPDATE – IBC (AMENDMENT) ACT 2011

SUMMARY OF AMENDMENTS TO THE INTERNATIONAL BUSINESS COMPANIES ACT 1994

Seychelles International Business Authority (SIBA) has enacted the INTERNATIONAL BUSINESS COMPANIES (AMENDMENT) ACT, 2011 effective 27 December 2011.
This summary applies in respect of international business companies (“IBCs") incorporated under the International Business Companies Act 1994 (the “IBC Act”)

1. SHARE REGISTER (REGISTER OF MEMBERS)
1.1 Every IBC is required to keep a share register (register of members), and enter in it the following information (at minimum):
• the name and address of each registered shareholder (including the name and address of any holder of bearer shares issued by the company);
• the number of each class and series of shares held by each shareholder;
• the date on which the name of each member was entered in the register; and
• the date on which any person ceased to be a member.
1.2 The share register must be kept in Seychelles, but it may be in electronic or other data storage form (ie. a PDF or Word copy is sufficient). A company may (in addition) keep a copy of the registers outside Seychelles.
1.3 An IBC must keep its share register at its registered office or such other place in Seychelles as the directors determine. Unless its share register is kept at its registered office, the IBC shall give written notice to its Seychelles Registered Agent of the address of the place where its share register is kept and of any change of that place.

2. REGISTER OF DIRECTORS
2.1 Every IBC shall keep a register of directors, and enter in it the following information (at minimum):
• the name and address of each director and other officer of the company;
• the date on which each person whose name is entered in the register was appointed as a director or other officer of the company;
• the date on which any person named as a director ceased to be a director or other officer of the company.
2.2 The register of directors must be kept in Seychelles, but it may be in electronic or other data storage form (ie. a PDF or Word copy is sufficient). A company may (in addition) keep a copy of the registers outside Seychelles.
2.3 An IBC must keep its register of directors at its registered office or such other place in Seychelles as the directors determine. Unless its register of directors is kept at its registered office, the IBC shall give written notice to its Seychelles Registered Agent of the address of the place where its register of directors is kept and of any change of that place.
2.4 The penalty payable by an IBC for contravention of the requirement to keep registers in Seychelles in accordance with the IBC Act is US$25 for each day during which a contravention continues. A director of an IBC who knowingly permits the contravention is also liable for a penalty of US$25 for each day during which a contravention continues.

3. KEEPING OF MINUTES AND RESOLUTIONS
3.1 An IBC is required to keep, at such place inside or outside of Seychelles as the directors shall determine, minutes of all meetings, and copies of all written consent resolutions, of directors and members (“minutes and resolutions”).
3.2 Where an IBC does not keep its minutes and resolutions at its registered office, it is required to notify in writing its Seychelles Registered Agent of the address of the place at which its minutes and resolutions are kept.
3.3 Where the place at which a company’s minutes and resolutions are kept is changed, the company shall inform its Seychelles Registered Agent in writing of the physical address of the new location of the minutes and resolutions within 14 days of the change of location.
3.4 The penalty payable by an IBC for contravention of the minutes and resolutions record-keeping requirements is US$25 for each day during which a contravention continues. A director of an IBC who knowingly permits the contravention is also liable for a penalty of US$25 for each day during which a contravention continues.

4. KEEPING OF ACCOUNTING RECORDS
4.1 IBCs are not required to either prepare or file annual accounts. However, under section 65(1) of the IBC Act (as amended), IBCs must keep or cause to be kept proper accounting records that:
• are sufficient to show and correctly explain the company’s transactions;
• enable the financial position of the company to be determined with reasonable accuracy at any time; and
• allow for accounts of the company to be prepared (notwithstanding that an IBC is not required under the IBC Act to prepare accounts).
4.2 “Accounting records”, in relation to an IBC, means documents relating to or evidencing the company’s assets and liabilities, company receipts and expenditure and sales, purchases and other transactions to which the company is a party (for example, bank statements, receipts, title documents, agreements, etc).
4.3 An IBC’s accounting records shall be kept at the company’s registered office or such place inside or outside of Seychelles as the directors think fit. Where an IBC does not keep its accounting records at its registered office, it is required to notify in writing its Seychelles Registered Agent of the address of the place at which its accounting records are kept.
4.4 Where the place at which a company’s accounting records are kept is changed, the company shall inform its Seychelles Registered Agent in writing of the physical address of the new location of the records within 14 days of the change of location.
4.5 The accounting records that a company is required to keep must be preserved by it for at least 7 years from the completion of the transactions or operations to which they each relate.
4.6 The penalty payable by an IBC for contravention of the account record-keeping requirements is US$25 for each day during which a contravention continues. A director of an IBC who knowingly permits the contravention is also liable for a penalty of US$25 for each day during which a contravention continues.

5. EXTENDED RESERVATION OF COMPANY NAMES
The Registrar will reserve a proposed company name (if available and not objectionable) for a period of 30 days on a free-of-charge basis. However, on the expiry of the 30 day “free” period, a payment of reservation fee to the Registrar is now required, for the continued reservation of a name, in respect of each 30 day period thereafter.