I blogged recently about the
record keeping requirements of a company under the new
Seychelles IBC legislation, the International Business Companies
Act, 2016 (the "Act").
That blog included details about the holding of accounting
records under the Act. This blog sets out the requirements in more
detail. While there is still no requirement to file accounts
in the jurisdiction, there have been some minor refinements to an
"Accounting records" are defined in the Act as
documents in respect of the company's assets and liabilities;
the receipts and expenditure of the company; and the sales,
purchases and other transactions to which the company is a
A company must keep reliable accounting records that are
sufficient to show and 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. They must also give a true and fair view of
the company's financial position and explain its
For a breach of these provisions there is a penalty for the
company of US$100 and an additional daily penalty of US$25. There
is also a penalty for a director who knowingly permits a
contravention of the same amount and the same daily penalty. We
expect the Registry to impose these penalties strictly.
The accounting records must be kept at the registered office or
such other place at the directors think fit. Where the accounting
records are kept somewhere other than the registered office, the
registered agent must be informed of that other place. Where the
location is changed, the registered agent must be notified within
14 days. They must be kept for 7 years from the date of completion
of the transactions or operations to which they relate. Where there
is a breach of these provisions, an offence is committed and the
company is liable upon conviction to a fine not exceeding
Any director may at any reasonable time inspect the accounting
records or require the company to provide originals or copies to
him within 14 days. A company that does not comply with such a
request commits an offence and is liable on conviction to a fine of
up to US$2,500. Where the company does not release the records an
application can be made to the Court to compel disclosure.
In the event that an IBC prepares annual financial statements,
it may, but is not required to file them with the Registrar.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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Confidentiality of corporate documents and information is one of
the key attractions of incorporating a company in the BVI. A
company search of the BVI Registrar of Corporate Affairs will only
disclose certain information and documents.
The primary sources of regulation of M&A in the British Virgin Islands are the Business Companies Act, 2004 (the "Companies Act") and common law.
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