Seychelles Beneficial Ownership Act and Regulations 2020

The Seychelles Beneficial Ownership Act 2020 (BO Act) and the Seychelles Beneficial Ownership Regulations (together the BO regime), were introduced on 28 August 2020, extending the requirements for Seychelles entities to keep registers of beneficial owners (BO) at the company’s registered address. The new legislation also mandates beneficial ownership information to be submitted to a centrally managed government database by registered agents.

All Seychelles legal persons and legal arrangements, including International Business Companies (IBC), must adhere to the BO regime. This requires legal entities to provide their resident agent in Seychelles with the details of their BOs. The resident agent must maintain a BO register at their office and upload this information to the private Seychelles government BO database. The deadline for complying with the BO regime, including populating the BO database, is 1 May 2021.

Understanding Beneficial Ownership

Under the BO Act, a beneficial owner refers to one or more natural persons who ultimately own or control, whether directly or indirectly, 10% or more of controlling ownership interest (including the shares or voting rights) of a legal entity or exercise control of the company through other means. If no natural person meets these criteria, then the natural persons who hold the position of a senior managing officer of the company will be classified as BO.

The BO Act does not apply to listed companies, legal persons formed outside of Seychelles, or overseas companies registered in Seychelles under the Companies Act.

BO Obligations

BOs must submit a declaration of beneficial ownership containing required information relating to the legal entity within 14 days of becoming a BO. Any subsequent changes to the details of beneficial ownership must also be submitted to the registered agent within 14 days of the change. Failure to do so or intentionally providing false information could result in a fine and/or prosecution.

Legal Entity Obligations

Legal entities must maintain accurate and up-to-date information on their BOs and are responsible for identifying and verifying the information. The legal entity must then provide their registered agent with all the required information for inclusion in the government BO database. If any information entered is no longer correct, it must be updated within 14 days of the change.

The following information must be provided for inclusion in the BO database:

For each BO

• name
• residential address
• service address
• date of birth
• nationality
• details of beneficial interest
• date on which a person became a BO
• date on which a person ceased to be a BO (if applicable)

For each nominee member (shareholder)

• name
• residential address
• service address
• date of birth
• nationality

After a person ceases to be a BO, the legal entity must keep their information for seven (7) years from the date of cessation.

Penalties

A legal entity that fails to maintain accurate and up-to-date BO information may be subject to a penalty not exceeding SCR50,000 for each such failure.

The New Centralised Government BO Database

The BO database is a secured, encrypted database centrally managed by the Financial Intelligence Unit (FIU) for storing BO information provided by legal entities via their registered agents. Data submitted through the Seychelles BO reporting web portal will be protected by encryption and automatically transferred through a secured channel to the BO database. Only designated staff of the FIU will have access to the database, and any competent authorities that require access to the information in the BO database will need to contact the FIU directly.

Next Steps

Additional information about the procedure for filing BO information and any associated filing fees is expected to be available soon and we will contact affected clients directly.

Should you have any queries in the meantime, please contact your usual Marbury advisor or info@marburys.com.