Amendments to the International Business Companies (Amendment) Act, 2024 came into force on December 18, 2024. These amendments affect the registration of companies in Seychelles, record keeping and the process of liquidation of business in Seychelles. In addition, Circular No. 2 of 2025, which entered into force on February 18, 2025, introduced a new procedure for the removal of companies from the International Business Companies Register.
Updating the register of company participants: new requirements
Now companies with nominee participants are required to indicate the following data in the register:
- First and last name (or company name);
- Address;
- Date of birth or date of registration;
- Citizenship or place of registration.
A nominee is a person acting on behalf of another person (nominator) and holding shares or other corporate rights in a company. The registers of participants must be updated by December 18, 2025.
Transition to a new registration agent: what has changed?
If you want to change the registration agent of an offshore company, the previous registration agent must transfer all financial and accounting documents to the new agent within 30 days (in accordance with Article 169B).
In case of violation of this rule, the company may receive a fine of up to USD 10,000. In addition, companies that do not meet the requirements for accounting, can't change the registration agent.
Exclusion of companies from the Seychelles register: new procedure
Previously, all Seychelles companies were excluded from the register on January 1 of each year, now the procedure has been changed:
- If a company has not paid the annual registration fee within 180 days of the date of incorporation, it is subject to deletion;
- 30 days prior to de-registration, the company will receive an official notification;
- After 30 days, information about the de-registration is published in the Official Gazette;
- After 60 days, the company is officially de-registered and deemed to be liquidated.
For example, if the IBC renewal date is March 10, 2025, and the IBC does not pay annual fees by September 6, 2025 (i.e., the 180th day after the anniversary date), such a company will be removed from the Register on September 7, 2025 (i.e., the 181st day after the anniversary date).
To ensure a smooth transition to the new mechanism, companies have been given an additional period of time until 31 March 2025 to pay overdue annual payments. Starting from April 1, 2025, the new procedure for excluding companies will come into force.
How to reinstate an excluded company?
If a Seychelles company has been expelled due to non-payment of the annual fee, it can be reinstated through the Seychelles Companies Registry within 5 years. After this period, reinstatement is only possible through a court of law. Reinstatement of a Seychelles company through the court is an expensive and time-consuming procedure.
Voluntary liquidation of companies
Companies that have been fined for non-payment of the annual state renewal fee, but have not yet been removed from the register, can now begin the process of voluntary liquidation without having to pay the government's renewal fee and fines. This greatly simplifies the procedure for closing a company and reduces financial costs for business owners.
Obtaining a Certificate of Good Standing.
It is now possible to obtain a Certificate of Good Standing for companies in the process of voluntary liquidation. This document confirms that the company complies with the requirements of the law and has an up-to-date status, which may be necessary to complete official procedures or settle obligations to counterparties.
Maira Consult is your reliable partner in doing business in Seychelles
Maira Consult provides comprehensive services for registration of foreign companies, updating registers, changing the registration agent and restoring excluded companies. Our specialists will help you meet all the new requirements quickly and without risks.
Contact Maira Consult today to avoid fines, maintain the legal status of your company and ensure the stable development of your business in Seychelles.
