The International Business Companies Act, 2016 (the "2016
Act"), which came into force on 1 December 2016, has changed
the way that a Seychelles IBC must keep and maintain its registers
There are four key areas to be considered:
resolutions: The minutes and resolutions passed by the
members and directors may be kept at such place inside or outside
of Seychelles as the directors decide. Where they are not kept at
the registered office, the registered agent must be notified of
their location. Any change of location should be notified to the
registered agent within 14 days.
Registers: An IBC
must keep at the registered office in Seychelles:
a register of members
a register of directors
a register of all charges whether
created before or after the commencement date of the 2016 Act
a register of beneficial owners
The register of charges was optional under the preceding
legislation, the International Business Companies Act, 1994 (the
"1994 Act"), and the register of beneficial owners is a
While there is an option to file all the registers, it is only
compulsory to file the register of directors with the Seychelles
Registrar. An IBC must make this filing within 30 days of the
appointment of its first directors. It must also file any changes
within 30 days of the change.
A company formed before the commencement of the 2016 Act, 1
December 2016, must file the register by 30 November 2017, but need
only file particulars of its current directors.
It is currently the case that the register of directors, when
filed, will not be accessible by the public.
The accounting records must be kept at the registered office or
such other place as 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.
If an IBC prepares annual financial statements, it may, but is not
required to, file with the Registrar a copy of those
provisions: There are transitional provisions in the 2016
Act, which deal with those companies formed under the 1994 Act.
These 1994 Act companies have 3 months from 1 December 2016 to
comply with the new requirements for keeping registers and
They have until 30 November 2017 to comply with the new
obligations in relation to giving notice of location of minutes and
resolutions of members and directors, and holding a register of
Every company has until 30 November 2017 to comply with the
filing of the register of directors, and its obligation in relation
to the register of beneficial owners.
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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An assignment of rights under a contract is normally restricted to the benefit of the contract. Where a party wishes to transfer both the benefit and burden of the contract this generally needs to be done by way of a novation.
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