consent resolutions of directors and
members ("minutes and resolutions").
When these minutes and resolutions
are not kept at its registered office in
Seychelles, the Registered Agent must be
notified in writing of the physical address
where they are; and in case this location
changes, the company must inform its
Seychelles Registered Agent in writing of
the physical address of the new location
of the minutes and resolutions within 14
days of the change of location.
For this, a penalty of US$25 for each
day that the violations continues may be
imposed on those IBCs that do not keep
their minutes and resolutions according to
the Act, as well as on the IBC's Directors,
who knowingly permit these violations.
The amendments now also regulate,
under Section 65(1) of the IBC Act, the
Keeping of Accounting Records while
the company is active and seven years
from the completion of the transactions
or operations to which they each relate
(understanding as accounting records all
the documents relating to the company's
assets and liabilities, company receipts
and expenditure and sales, purchases and
other transactions to which the company
is a party for example, bank statements,
receipts, title documents, agreements,
vouchers, etc); and it obliges IBCs to keep
or cause to be kept proper accounting
records that:
reasonable accuracy at any time; and
IBC is not required under the IBC Act
to prepare accounts).
Resolutions, the IBC is required to keep,
inside or outside of Seychelles, as the
directors shall determine, its accounting
records. And, when these accounting
records are not kept at its registered
office in Seychelles, the Registered
Agent must be notified in writing of the
physical address where they are. In case
this location changes, the company must
inform its Seychelles Registered Agent in
writing of the physical address of the new
location of the minutes and resolutions
within 14 days of the change of location.
In addition, although these accounting
records are permitted to be kept outside of
Seychelles, law requires that they can be
made available by the IBC on request in
Seychelles through the IBC's Registered
Agent. This would apply, for example, if
there is a legal request for information
made by the Seychelles governmental
authorities or courts.
As well as with the Registered Agent
and Registered Office in Seychelles
provision, an IBC which violates the
account record-keeping requirements
under the IBC Act is liable to a penalty
of US$100 and an additional penalty
of US$25 for each day during which a
violation continues. A director of an IBC
who knowingly permits the violation is
also liable for a penalty of US$100 and an
additional penalty of US$25 for each day
during which a violation continues.
On the other hand, according to
Section 119 of the IBC Act; every IBC
furnish only to its Seychelles Registered
Agent a return in the form of a written
declaration (the "Annual Return") that
provides to the effect that:
Act and that such records can be made
available through its Registered Agent
in Seychelles; and
complete and up-to-date.
the Registrar's Guidelines, may be made
and submitted on the company's annual
renewal date, provided that in every year,
the Annual Return is submitted to its
Seychelles Registered Agent by no later
than December 31.
The same penalty as for the accounting
records keeping applies if this require-
ment is violated.
Finally, pursuant to amendments to
the IBC Act made by the International
Business Companies (Amendment) Act
2013 (the "Amendments"), IBCs are no
longer permitted to issue bearer shares.
In this regard, an IBC that has any
issued and outstanding bearer shares is
required to recall and cancel such bearer
shares by June 16, 2014 (six months after
the Amendments went into effect) and to
issue registered shares in substitution for
the cancelled bearer shares. That being
said, any bearer shares that have not been
recalled and cancelled by June 16, 2014,
will be deemed null and void and have no
legal effect.