CURRENT DEVELOPMENTS

The Seychelles: Bill amending the International Business Companies Act 1994

On January 1st, 2014, an Act amending the International Business Companies Act 1994 (IBC Act) will come into force. The Bill contains the following changes:

  1. Repeal of the provisions on bearer shares

    After the Act which amends the International Business Companies Act 1994 (IBC Act) comes into force on January 1st, 2014, IBC Companies will no longer be permitted to issue bearer shares.

    Transitional provisions:

    • Every business which has bearer shares in circulation must cancel the said shares. The bearer shares require to be replaced by registered shares within a period of 6 months following the coming into force of the amending Act;
    • All bearer shares which are not cancelled within the set period will be cancelled;
    • Following the coming into force of the amending Act, the IBC director (managing director) will not be authorised to issue bearer shares;
    • Any breaches by the IBC Company will result in a financial penalty of 100 USD. In the case of a continuing breach, the said financial penalty can be increased;
    • If the IBC director knowingly breaches the provisions, he is liable to a financial penalty amounting to 100 USD which can be increased if the breach persists.

  2. Share register
    • A shareholder is such person registered in the share register as being a shareholder;
    • The copy of the share register requires to be kept at the company's registered office;
    • A financial penalty of 25 USD will be imposed on an IBC Company for every day in which its share register fails to be kept in compliance with the requirements in the amending Act. Furthermore, the said penalty can be increased to an amount of 100 USD per day;
    • The director (managing director) is liable for deliberate breaches of the said provisions to a sum amounting to 100 USD. The financial penalty can be increased if the breach is not remedied immediately.
  3. Annual accounts
    • Every IBC Company must convey the annual accounts to the registered representative on the 31st day of the month of December every year;
    • The company's books are to be made available by the registered representative;
    • The share register is required to be kept at the company's office and must be complete and up to date.
  4. Company's books
    • The Company is obligated to carry out proper accounting;
    • A financial penalty amounting to 25 USD will be imposed for every day of non-compliance;
    • In the case where the director (managing director) knowingly breaches the accounting requirement, a financial penalty amounting to 25 USD per day will be imposed on him;
    • If the said breach of the accounting requirement persists, an additional financial penalty of 100 USD per day can be imposed.


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