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56
T H E P R I M E R U S P A R A D I G M
Seychelles International Business Companies
Compliance Requirements
Given the latest amendments to the
Seychelles International Business
Companies Act of 1994, we would like
to summarize those requirements, which
every international business company
(IBC) incorporated in the Republic of
Seychelles must comply with.
First, every IBC must have a
registered office in Seychelles, according
to Section 38 of the IBC Act. Also, in
Section 39 the provision indicates that
every IBC must have a registered agent
in Seychelles, which is licensed to
provide international corporate services
under the International Corporate
Services Act 2003. The agent must have
a non-fiduciary role and act as the IBC's
point of contact in Seychelles.
According to Section 28 of the IBC
Act, an IBC must keep a Share Register
(Register of Members), which must
contain the following information (at
minimum):
·
the name and address of each
shareholder;
·
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.
This Share Register must be kept at
its registered office in Seychelles, and
may be in electronic or other data storage
form (i.e. a PDF or Microsoft Word copy is
sufficient).
A penalty of US$100 and an additional
penalty of US$25 for each day that the
violation continues may be imposed on
those IBCs that do not keep the above-
mentioned Share Register, as well as on
the IBC's Directors, who knowingly permit
these violations.
Also, Section 65(2)-(7) of the IBC Act
establishes that Seychelles IBCs must
keep a Register of Directors, which must
contain 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 each person named
as a director ceased to be a director or
other officer of the company.
As well as the Share Register, the
Register of Directors must be kept at the
IBC's registered office in Seychelles, and
may be in electronic or other data storage
form (i.e. a PDF or Microsoft Word copy
is sufficient).
In addition, the same penalty of
US$100 and an additional penalty of
US$25 for each day that the violation
continues may be imposed on those IBCs
that do not keep the above-mentioned
Share Register, as well as on the IBC's
Directors, who knowingly permit these
violations.
Furthermore, an IBC is required to
keep, inside or outside of Seychelles as
the directors shall determine, minutes
Latin America & Caribbean
Jaime Sánchez is a partner who focuses his practice in the areas
of corporate law, maritime law, commercial and international law.
Quijano & Associates
Salduba Building, Third Floor,
53
rd
E Street, Marbella
Panama City, Panama
+507 2692641 Phone
quijano@quijano.com
quijano.com
Jaime Sánchez
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