| Subsequent to the Amendment of section 150 in the International Business Companies Act, 2016 (as amended) (the “IBC Amendment Act”) which was published in August 2021, please be reminded that every IBC shall comply with the requirements of sections 150(1)(aa) and (ab), and subsection (1A) of the IBC Amendment Act. | |||
| Section 150 of IBC Amendment Act | |||
|---|---|---|---|
| (1) Subject to subsection (1A), a company shall keep at its registered office in Seychelles a register to be known as a register of directors containing – | |||
| (a) the name and address of each person who is a director or alternate director of the company and of any person who has been nominated as a reserve director of the company, identifying whether the person is a director, alternate director or reserve director; | |||
| (aa) in the case of director, alternate director or reserve director who is an individual, his date of birth and nationality; | |||
| (ab) in the case of a director, alternate director or reserve director that is a body corporate, its date of incorporation or registration and the place of incorporation or registration; | |||
| (b) the date on which each person whose name is entered in the register was appointed as a director or alternate director, or nominated as a reserve director, of the company; | |||
| (c) the date on which each person named as a director or alternate director ceased to be a director or alternate director of the company; | |||
| (d) the date on which the nomination of any person nominated as a reserve director ceased to have effect; and | |||
| (e) such other information as may be prescribed by regulations made by the Minister (as defined in the IBC Act). | |||
| (1A) For the purpose of subsection (1)(a), the address of a director, alternate director or reserve director shall – | |||
| (a) In the case of an individual – | |||
| (i) Be his address for service of documents; and | |||
| (ii) Be his usual place of residence if different from the address under subparagraph (i); and | |||
| (b) In the case of a body corporate, be its registered office. | |||
Section 150(2) of the IBC Amendment Act also requires an IBC to ensure that the information required by section 150(1) to be kept in its register of directors (“ROD”) is accurate and up-to-date.
Every IBC must ensure that its ROD has been updated to incorporate the above-mentioned requirements within 12 months from the commencement of the IBC Amendment Act, i.e., no later than 5 August 2022. Otherwise, penalty fee will be imposed.
Required Actions
In view of the above, please be reminded to take the following actions:
- Please check if the ROD of your IBC has included all the items stipulated in sections 150(1) and 150(1A) of the IBC Amendment Act.
- If any of item in sections 150(1) and 150(1A) of the IBC Amendment Act is missing on the ROD of your IBC, please take immediate actions to rectify the deficiency
- Please provide us with the up-to-date version of the ROD no later than 5 August 2022 for complying with the equirements of the IBC Amendment Act.
Consequences for Non-Compliance
A company that contravenes sections 150(1) or 150(2) of the IBC Amendment Act (the “Sections”) shall be liable to a penalty fee not exceeding US$10,000; a director who knowingly permits a contravention under the Sections shall be liable to a penalty fee not exceeding US$10,000.
Should you require our services in relation to updating of the ROD to the new format, please contact your Sertus Client Services Representative or contact us at info@sertus-inc.com.
Disclaimer
Kindly note that this eNews is not exhaustive but just intended to provide a general reference. This is not a legal advice and should not be regarded as a substitute for a specific legal advice that meet your circumstances. Sertus does not accept any responsibility for any errors or omissions of the contents of this eNews.