The Beneficial Ownership (Amendment) Act, 2022 (the BO Amendment Act) has been enacted with effect from 30 December 2022. This replaces the original Beneficial Ownership Act, 2020 (the BO Act) which was enacted on 28 August 2020. The relevant amendments have been introduced to ensure ongoing compliance with international standards set by the Financial Action Task Force (FATF) and Organisation for Economic Cooperation and Development (OECD), which require jurisdictions to maintain beneficial ownership information that shall be accessible and made available upon request to competent authorities.
Key Amendments
We have summarised the key amendments under the BO Amendment Act that affect Seychelles International Business Companies (company/ies) below:
1. Additional information required on the Register of Beneficial Owners (RBO)
Under the BO Amendment Act, each company is required by 30 December 2023, to provide additional information in the RBO, including the national identification number or equivalent (if any) and tax identification number or equivalent (if any) of each beneficial owner.
2. Duty to identify and verify the identity of beneficial owners and registrable legal persons
Under the BO Amendment Act, each company is obliged to identify and verify the identity of its beneficial owners and registrable legal persons (as defined below), and periodically review such information.
Apart from the company’s RBO, the beneficial owners’ identification documents together with the written notices to them (and responses received thereof), are required to be submitted to the registered agent to ensure that accurate and updated information is maintained at the registered office and that beneficial ownership information is filed onto the secure Seychelles Beneficial Ownership Database (the BO database), which is held by the Seychelles Financial Intelligence Unit (FIU) and is not accessible by the general public.
3. Extension of notice periods for beneficial owners
A declaration of beneficial ownership information which contains the person’s particulars is required to be submitted to the company when a person becomes a beneficial owner. The period for filing the declaration has been extended from 14 days to 21 days under the BO Amendment Act.
4. Introduction to Registrable Legal Persons
Prior to the BO Amendment Act, only natural persons (i.e. individuals) could be named as a “beneficial owners” on the RBO. Pursuant to the BO Amendment Act, the concept of “registrable legal persons” (RLP) has been introduced. Hence, the name of a legal person (other than an individual) may be entered in the RBO, provided that it is:
- subject to its own disclosure requirements and is a licensee under the International Corporate Services Provider Act (eg a Seychelles registered agent); or
- a listed company (as defined below).
Basic information (mainly statutory details) of the RLP will need to be included in the RBO, similar to the circumstances where a listed company or a licensed registered agent is considered a beneficial owner. A registered agent may also be considered as a RLP where it is a corporate licensed trustee of a trust holding a Seychelles company.
5. Listed companies – new definition and requirements
Previously, “listed companies” were not applicable under the original BO Act, and the definition of a “listed company” covered:
- a company whose securities were listed on an exchange as defined in the legislation; and
- a company which was a subsidiary of clause (1) above
Accordingly, provided that a company was a subsidiary of a listed company, it would be exempted from the obligations under the legislation.
Under the BO Amendment Act, the definition of “listed company” has been restricted. While clause (a) is still applicable, clause (b) has been amended to where “a company is a wholly-owned subsidiary”. Therefore, where a company is merely a subsidiary but not wholly-owned by a company whose securities are listed on an exchange as defined, it would need to comply with the legislation, establish a RBO and observe the other relevant requirements. Furthermore, each of the exempted Seychelles companies or wholly-owned subsidiaries of listed companies, is now obliged, through its registered agent, to upload its basic information (i.e. statutory details) on the BO database.
Next Steps
As updated Guidelines from the Seychelles Financial Services Authority (FSA) are yet to be provided, no actions are currently required. We will provide an update to affected clients once specific guidance has been issued by the FSA and FIU on the new requirements.
Seychelles entities are however reminded of the obligation to inform the registered agent of any change of address of directors or members on an ongoing basis. Inaccurate or out-of-date information held on the registers may also incur penalties.
For any related queries, please contact your usual Marbury advisor or info@marburys.com.