Seychelles: Additional Register of Directors requirements

To ensure that international regulatory standards of tax transparency are met, the Seychelles Government enacted a suite of new legislation over the last two years, including the International Business Companies (Amendment) Act 2021 (the Amendment Act) and the International Business Companies Act and Other Related Laws (Amendment) Act 2021. The legislation imposes a number of new reporting obligations on Seychelles companies (and their Registered Agents), and the Financial Services Authority recently issued the International Business Companies Guidelines to aid compliance.

Under the Amendment Act additional mandatory fields relating to the Register of Directors (RODs) are required to be completed, along with an additional requirement to provide consent in writing by the persons/entities appointed. An overview of the RODs including the new requirements is set out below.

Register of Directors (ROD) mandatory fields

The following information relating to company directors are required to be filed with the Registrar as mandatory fields in the ROD:

  • For individual directors
    • name
    • date of birth
    • nationality
    • service address for receipt of documents and residential address (if different to service address)
  • For corporate directors
    • date of incorporation
    • place of incorporation
    • service address for receipt of documents (ie registered office address)
  • Dates relating to each person entered as a director, alternate director, or nominated as reserve director
    • Appointment/Nomination date
    • Cessation date

Written consent to act as director

Under the Amendment Act, every person appointed as a director or alternate director or nominated as a reserve director of a company from 6 August 2021 onwards must provide consent in writing.

For persons appointed or nominated prior to 6 August 2021, this requirement is not applicable.

Filing deadlines

Whilst a company is not required to appoint a director within the first nine (9) months of incorporation under the Amendment Act, the initial ROD must nevertheless be filed within 30 days of incorporation.

A company is required to file a copy of its updated ROD within 30 days of appointing a director or any subsequent amendment in the director details.

The Registrar has granted a grace period until 5 August 2022 to ensure that all RODs comply with the above new requirements under the Amendment Act.

Penalties for non-compliance

From 6 August 2022, failure to file an up-to-date ROD with the Registrar will leave the company / director(s) open to the following:

  • penalty fee not exceeding USD10,000; and
  • where a director knowingly permits a contravention under the Amendment Act, they shall be liable to a penalty fee not exceeding USD10,000.

Next steps

We are conducting a review of all Seychelles companies under our management, including reviewing each company’s ROD and we will contact the client should any additional information be required in order to ensure compliance by the prescribed deadline.

Clients are reminded to inform us ahead of any planned changes to their ROD details so that we can advise the most cost effective process for the company.

Bi-annual reporting of accounting records

Another new requirement imposed by the Amendment Act relates to the keeping of accounting records. As detailed in our previous updater, commencing 2022, all Seychelles companies are required to provide bi-annual reporting of its accounting records to its registered office, ie twice a year by July and January. The official deadline for submitting the accounting records for the first half of the year 2022 (January to June) is 31 July 2022.

As a result of this bi-annual reporting requirement, additional fees for the filing will be charged annually. Clients will be contacted directly to arrange the filing in order to meet the prescribed deadline.

For any queries, please contact your usual Marbury advisor or