Seychelles: Amendment to the International Business Companies Act Introduces New Requirements for Nominee Shareholders
On 17 June 2025, the Government of the Republic of Seychelles gazetted a Bill proposing amendments to the International Business Companies (Amendment) Act, 2025.
One of the key changes introduced is the mandatory disclosure of nominee shareholder status. Under the new requirement, all nominee shareholders must provide a signed declaration addressed to the relevant IBC within 21 days of their appointment, disclosing their nominee status and the identity of the nominator.
Shortened Transitional Period
The transitional period previously established under the International Business Companies (Amendment) Act, 2024 (Act 19 of 2024) has been shortened. The revised deadline for compliance is now 30 June 2025, instead of the originally announced date of 18 December 2025.
Summary of Key Amendments
1. Disclosure of Nominee Shareholder Status
Nominee shareholders are now required to:
Submit a written declaration within 21 days of their appointment or cessation as a nominee.
Include the following in the declaration:
Confirmation of nominee status
Information of the nominator
Any other details as required by the registrar
If any change occurs in the nominator’s details, the nominee must:
Submit a written notice detailing the change within 21 days
Indicate the date the change took effect
Provide an updated declaration
Failure to comply may result in:
Imprisonment for up to one year
A penalty of up to USD 10,000
Or both, for the nominee shareholder
2. Updates to the Register of Members
The Register of Members must now include additional identification details for both nominees and nominators:
For Individuals:
Full name
Address
Date of birth
Nationality
National Identification Number
For Body Corporates:
Entity name
Address
Date and country of incorporation
Registration number
Non-compliance may result in penalties of up to USD 10,000 imposed on the IBC and its directors.
Definitions
Nominee: A person who holds legal title to shares or membership interests on behalf of another (the nominator).
Nominator: The person instructing the nominee to act on their behalf.
Entities are encouraged to review their shareholder structures and take the necessary actions to comply with these regulatory updates. For further guidance or to confirm whether your IBC is affected, please contact us at [email protected].
OMC Group remains committed to supporting clients and stakeholders in navigating evolving international compliance standards.
