On 27th December 2011 Seychelles Government introduced Amendments to main Acts which regulate international entities registered in Seychelles: International Business Companies, Trusts, Foundations, and Partnerships. Furthermore, some amendments were introduced to International Corporate Service Providers Act which regulates the activity of Registered Agents in Seychelles. Below we explain the main Amendments which will influence the compliance of International Business Companies. Main Amendments: 1. Requirements to keep Share Register and Register of Directors a. Originals of Registers of Directors and Copies of Registers of Shareholders under the IBCs Amended Act 2011 shall be kept at Registered Address of the company or at any other address in Seychelles. Previously, the registers could be kept at any place which the director of the company thinks fit. b. The details which shall be reflected in Register of Directors were specified. The pervious Act did not impose any requirements to the form of the register of Director. The newly introduced form of register of Directors doesn’t differ from the standard form of the Register which we offered to our client in our corporate kit. c. The Register of Directors can be kept in any format as Director thinks fit: original with signature and stamp or electronic. d. In case the IBC kept the register of directors outside Seychelles prior the Amendments to IBC Act 2011, the time frame for Register of Director to be delivered to the registered office is 3 months after the date of enforcement of the Act, i.e. which is 26 March 2012. e. The time frame within which the copies of Register of Shareholders shall be delivered to Seychelles is not set out in the Amended Act, and we expect clarification on this matter in the Guidance Notes which SIBA will be circulating shortly. Actions to be taken:  For existing companies you have to forward to the Registered Agent the originals of Registers of Directors and copies of registers of Shareholders. If your Registers were kept in electronic format , you shall arrange for the electronic files to be e-mailed to the registered office.  If the IBC decides to keep the Registers in Seychelles, but outside the registered office, it shall advise the Registered Agent of such address in writing.  For new companies, the director of IBC shall produce to the registered agent the registers once he/she has accepted his/her appointment and the shares in the company were issued.

2. Requirement to keep Accounting records

a. Definition of Accounting Records to be kept by IBC was introduced: Accounting Records mean the documents relating to assets and liabilities of the company including receipts and expenditure, sales and purchases and other transactions.

b. Requirement to keep Accounting records was extended comparing to the previous version of IBC Act. The company shall keep accounting records:

i. that are sufficient to show and correctly explain the IBC transactions;

ii. to enable the financial position of the company to be determined with reasonable accuracy at any time;

iii. to enable for accounts of the company to be prepared.

c. The accounting records have to be kept for 7 years from the date of last transaction.(*)

d. Please note that the requirement to notify the Registered Agent of the address where the accounting records are kept was not changed. Our standard Corporate Kit always included Resolution of Director whereby the director shall state the address for keeping of accounting records.

e. The company has to notify its Registered Agent of the change of such address within 14 days.

3. Information to be reflected in Certificate of Company Search

There were few amendments and additions to the information which is available to public in case of Certificate of Official Search:

a. Name and registration number of the company

b. Date of Registration/Continuation

c. Authorised Capital or guarantee

d. Registered Office

e. Number of outstanding Charges

f. Due date for Annual fees

g. Status of the company

h. Date of conversion under IBC Amended Act 2011 (applies for the cases when CSL wishes to be converted into IBC)

4. Inspection by Registrar

New Section 177 was introduced which provides for the power of the Registrar to access office of Registered Agent, and make inspections of documents related to Registered Agent business as well as entities registered by this Registered Agent.

Penalty up to SR300,000 will apply if the Registered Agent obstruct such inspection.

5. Non-disclosure

New Section 118 was introduced restricting the Registrar and its’ officers from disclosure of information obtained during inspections of records kept at registered agent office, unless:

a. There is a Court order

b. It is a requirement under IBCs Amended Act 2011 or any other written laws of Seychelles

c. The information disclosed is ion statistical form or otherwise disclosed in such manner that does not disclose the identity of a person to which the information relates to

Main changes which will have effect on IBCs, Trusts, Foundations

1. Nominee Services

a. It is now defined by the ISCAP Amended Act who can provide services of Nominee Shareholder/Director/Councillor without the need to obtain License:

 Employee of the CSP which obtained Fit&Proper status (*).

 Seychelles IBC which is wholly owned and managed by CSP

 An individual appointed as a director of s CSL unless the Authority informs in writing that the individual serving in that capacity is not approved.

b. Any other persons who provide nominee services for remuneration through the office of a licensed CSP is liable on conviction to a fine not exceeding 300,000SR (approx. 22,000USD)

Actions to undertake:

To check who is appointed as director/shareholder/councillor of your entity. If it is a resident of Seychelles , you have to check:

o If the person is employed by CSP , and if so if he/she obtained Fit&Proper status.

o If the person is not an employee of CSP office, and the person is providing services for remuneration and through the CSP office, you have to arrange for change of director/shareholder/ councillor.

2. Identification requirements

The list of persons whom the CSP has to be able to identify at all times is extended by Directors and Shareholders of entities. Now the list is as follows:

 Client of CSP

 Directors, members and beneficial owners of each company to which the licensee provides international corporate services

 The trustee, beneficiary and settlor of each international trust to which the licensee provides international trustee services

 The councillor, beneficiary, founder, protector of each foundation to which the licensee provides foundation services

 The partners of each limited partnership to which the licensee provides international corporate services.

Main amendments:

1. Requirement to keep Accounting Records

a. Same as for IBCs the definition of Accounting Records is provided

b. The notice of the address of keeping of accounting records shall be filed with the Registered Agent within 14 days after the change of the address.

2. Register of Beneficiaries and Founders of Private Foundations, Register of trustee

In addition to registers of Councillors, Registered Agents, Protectors, and Authorised Persons of the Private Foundations two more registers were introduced, which shall be kept at all times at the registered Office of the Foundation: Register of Beneficiries and Register of Founders.

The Register of Trustee was introduced which shall be kept at the Registered office of the Trust.

3. Inspection of documents of Private Foundations and International Trusts (same procedures and rules apply as for IBCs)