Seychelles IBC Amendment Act 2025: Key Changes Explained

The Seychelles International Business Company (IBC) Amendment Act, 2025 introduces important updates to the regulatory framework governing offshore companies incorporated in Seychelles. These changes are designed to enhance transparency and ensure that companies comply with stricter disclosure requirements. For businesses operating or considering incorporation in Seychelles, understanding the implications of the new legislation is crucial.

Mandatory Declaration by Nominee Shareholders

One of the most significant updates introduced by the Amendment Act is the requirement for nominee shareholders to submit a mandatory declaration within 21 days of their appointment. This declaration must include detailed information not only about the nominee shareholder but also about the nominator — the person or entity on whose behalf the nominee is acting.

This requirement aims to increase transparency by clearly identifying the parties involved in the ownership and control of Seychelles IBCs. Timely submission of this declaration is essential to ensure compliance and avoid penalties.

Enhanced Register of Members Requirements

The Act also mandates that the Register of Members maintained by Seychelles IBCs must now include comprehensive details relating to both nominee shareholders and their nominators. This includes the full names, identification numbers, and addresses of all nominees and nominators.

This expanded data requirement strengthens the accountability of companies and helps regulatory authorities maintain accurate and up-to-date records of company ownership. It is vital for Seychelles IBCs to update their registers accordingly to remain compliant.

Notification of Changes in Nominator Details

In addition to the initial declaration, the Amendment Act imposes an ongoing obligation to notify any changes to nominator details within 21 days of such changes occurring. Companies must submit updated declarations to reflect these changes promptly.

Maintaining current and accurate information about nominators supports ongoing regulatory oversight and helps prevent misuse of offshore structures. Companies should establish effective internal processes to ensure timely updates and avoid lapses in compliance.

Penalties for Non-Compliance

To enforce these new provisions, the Seychelles IBC Amendment Act introduces strict penalties for non-compliance. Nominee shareholders who fail to submit the required declarations or notify changes within the prescribed timeframe may face fines of up to USD 10,000. In addition, imprisonment is also a possible consequence for serious breaches.

These penalties underline the importance of adhering to the new requirements and highlight the Seychelles government’s commitment to enhancing corporate transparency and regulatory standards.

Conclusion

The Seychelles IBC Amendment Act, 2025 marks a significant shift towards greater transparency and stricter regulatory compliance for companies incorporated in Seychelles. Nominee shareholders and their companies must understand and implement these changes swiftly to avoid penalties and ensure their operations remain fully compliant.

At WWincorp, we provide expert guidance and support to help clients navigate these evolving regulations. Whether you are setting up a new Seychelles IBC or managing an existing one, our experienced team can assist you with compliance, documentation, and ongoing regulatory updates. Contact WWincorp today to ensure your Seychelles offshore company meets all the new legal requirements under the Amendment Act.