Seychelles: International Business Companies Amendment Act, 2024

The International Business Companies (Amendment) Act, 2024 came into effect on 18 December 2024, introducing several key changes that affect the administration and transparency of IBCs. Among the most notable updates are:

• Modifications to the restoration process for struck-off companies
• Changes to the register of members
• New rights to inspect the company’s register of directors

This is a general notice for informational purposes. Below is a summary of the key amendments and their implications.

Changes to the Register of Members in The International Business Companies (Amendment)

If shares are held by a nominee, the company must also record details of the nominator in the Register of Members, as follows: Individual nominators:

• Full name
• Address
• Date of birth
• Nationality

Corporate nominators:

• Company name
• Address
• Date of incorporation
• Country of incorporation

Failure to maintain an updated register of members may result in a penalty of up to USD 10,000 for the company and its directors.

Definitions:

• Nominee: a person instructed to act on behalf of another (the nominator) in a certain capacity regarding a company. This includes holding legal title over shares or membership interests.
• Nominator: a person who instructs a nominee to act or hold legal title on their behalf in a company.

Access to the Register of Directors in The International Business Companies (Amendment)

Under the latest amendments, directors and members now have the right to access the company’s register of directors for free, either in person or through an authorized attorney. Companies must allow access for at least two hours on business days. If access is denied or a copy is not provided within 21 business days, the company may face a fine of up to USD 5,000, and the affected party can seek a court order.

Restoring a Struck-Off Company

The time frame for a company to be struck off the register due to non-payment of annual fees or late penalties has been reduced. Companies will now be struck off if payment is not made within 180 days after their anniversary date.

Who Can Request a Restoration?

• A creditor of the company
• A member or former member (shareholder)
• A director or former director
• A liquidator or former liquidator

Requirements for Restoration

• Payment of the restoration fee and all outstanding fees/penalties
• Compliance with the following documentation:
  • Accounting records for the past seven years (or since incorporation)
  • Register of members
  • Register of directors
  • Updated Declaration of Beneficial Owner and Register of Beneficial Owners

Deadline for Restoration

An application to restore the company may be submitted to the Registrar within five years of the date of striking-off or dissolution. At OMC Group, we can guide you through compliance requirements for international business companies and help you avoid costly penalties.