Further amendments to the Seychelles Beneficial Ownership Regime: Seychelles Beneficial Ownership (Amendment) Regulations

As previously communicated, the Seychelles Beneficial Ownership regime was recently updated with The Beneficial Ownership (Amendment) Act, 2022 enacted with effect from 30 December 2022. The Seychelles BO regime has since been further enhanced through the related Seychelles Beneficial Ownership (Amendment) Regulations (BO Regulations) enacted on 28 April 2023.

BO Regulations Key Updates

We summarise the key amendments to the BO Regulations here.

Updated definition of a Beneficial Owner

The amended regulations have revised the definition of a beneficial owner. Two changes have been made:

  1. A natural person appointed as liquidator, administrator, or receiver is no longer considered a beneficial owner. This change repeals regulation 3(7) of the previous regulations.
  2. In the case of a deceased shareholder, a natural person acting as an executor or personal representative of the deceased’s estate is no longer considered a beneficial owner. This change repeals regulation 3(9) of the previous regulations.

New Declaration of BO template

To align with the updated requirements, the Regulations introduce a new declaration of beneficial ownership template. This template must be used for all new incorporations and any subsequent changes in beneficial ownership from 28 April 2023. The updated Register of Beneficial Owners should include the national identification number or equivalent (if any) and tax identification number or equivalent (if any) of each beneficial owner.

Introduction of new Annual Review obligation

The amended Regulations emphasise the need for by Seychelles International Business Companies (company/ies) to conduct an annual review and verification of their beneficial owners. This review should take place at least once a year within three months before the company’s anniversary date (i.e., three months prior to its registration date in Seychelles). A signed declaration of compliance should be submitted to the registered agent no later than one month after the company’s anniversary date. It is important to note that this new obligation is not yet in force, and further guidelines, including the template declaration of compliance, are yet to be released.

Removal of the prescribed Register of BO template

The previously prescribed template for the Register of Beneficial Owners (RBO) is no longer required. As long as the RBO contains the minimum information as detailed under Regulation 12(a) and (b) of the amended Regulations, the specific template is no longer mandated. Further clarity on the requirements will be provided in the forthcoming guidelines.

Next steps

No immediate actions are required for existing Seychelles entities, except for new incorporations and subsequent changes. It is essential to await the release of guidelines from the Seychelles Financial Services Authority, which will provide further clarification on the new requirements. Marbury will support clients in collecting the additional beneficial ownership data required to meet the new obligations imposed by the recent amendments. An updated Register of Beneficial Owners will be generated for maintenance at the entity’s registered office.

Additional communications on this matter will be issued once the guidelines are available. 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.

The information provided in this update is correct as at the time of publishing and is subject to any further updates or changes from the Seychelles Financial Services Authority. It is advisable to consult with legal and compliance professionals familiar with Seychelles regulations for specific advice and guidance.