Seychelles: confidentiality of registers of directors
29 November 2018 the legislative bodies of Seychelles have enacted the amendment to International Business Companies Act (IBC Act) that changes the confidentiality regime for registers of Seychelles companies’ directors.
The previous version of IBC Act provided that the registers of directors filed with the Registrar of Companies were subject to disclosure to general public.
Starting from 1 December 2018, after the amendment to IBC Act came into force, the information from registers of directors will be kept confidentially and will not be publicly available. Thus, the information from registers of directors kept by the company itself and the Registrar may be disclosed only to some persons in cases numbered by the IBC Act:
- in obedience to a court order;
- when compelled by the enforcement of any law (e.g. to the anti‐money laundering or tax authorities);
- to the registered agent of a company to which the register relates;
- to a specified third party upon authorization of the registered agent or a director of a company to which the register relates.
Also, the amendment to IBC Act regulates the following issues:
- The extension of powers of the Registrar to restore the companies that were struck off previously. It will be possible in the following cases:
a) if the company has ceased to carry on business or is not in operation;
b) if the company has failed to file any notice or document required to be filed under the IBC Act;
c) if the company has failed to have a registered agent;
d) if the company has failed to comply with a request made under the IBC Act or other written law of Seychelles by public authorities for a document or information;
e) if the company has failed keep a register of directors, register of members, register of charges, register of beneficial owners, accounting records or any other records required to be kept by it under the IBC Act;
f) if the company has failed to pay any penalty fees imposed by the Registrar.
- The extension of time period of filing of registers of directors with the Registrar and preparing of registers of beneficial owners. The registers of directors must be filed in 2 years since the date of the amendment to IBC Act enters into force, that is 1 December 2018 (until 1 December 2020). The registers of beneficial owners must be prepared and placed in company’s registered office for bookkeeping in 18 months since the date of entry into force of certain provisions of IBC Act (from 31 May 2018 until 30 November 2019).
- The extension of time period necessary for dissolution of struck off companies. Previously, companies that were struck off the register for non-payment of annual fees for 5 consecutive years should have been dissolved by the end of this term. The amendment to IBC Act extended this term to 7 years, that is the company may be dissolved only after 7 years of being struck off the register, and this period will include any period accumulated before the amendment to IBC Act enters into force.