Seychelles Beneficial Ownership Rules 2022

Date：2024/02/01

The Beneficial Ownership (Amendment) Regulations 2022 (“New Amendment Regulations”) came into effect on 30 December 2022, replacing the original Beneficial Ownership Regulations issued on 28 August 2020.

Under the New Amendment Regulations:

Beneficial owners must upload the Register of Beneficial Owners by 31 December 2024, including information such as National Identification Number (NIN), Tax Identification Number (TIN), or other identification documents.
The Register of Beneficial Owners must be submitted to the Financial Services Authority (FSA).
Any person who becomes a beneficial owner, or any changes affecting a beneficial owner, must submit a Beneficial Owner Declaration to the Seychelles company within 14 days. The company must provide the declaration to its registered agent.
Failure to comply with the beneficial ownership requirements, such as not providing accurate or timely updates, may result in a fine of up to SCR 150,000.

Notes:

Both the Register of Beneficial Owners and the Beneficial Owner Declaration have statutory prescribed formats.

New Definition of Beneficial Owner:

A beneficial owner is a person who:

Directly holds a controlling interest in the company;
Exerts control over the company by other means; or
Holds a senior management position (only if the person does not qualify under the first two criteria).

Substantive Interests of a Beneficial Owner:

A person is considered to have substantive interest if they:

Hold 10% or more of the company’s shares;
Directly or indirectly hold 10% or more of the voting rights;
Have the right (directly or indirectly) to appoint or remove the majority of the company’s directors, or otherwise exercise control over the company or its management;
Have the right to exercise control over the company or its management (details must be provided);
Other situations (specify the type or nature of shareholding interest, numeric value of shareholding, or position held within management).

This New Amendment Regulations aims to enhance transparency and compliance with beneficial ownership requirements in Seychelles, ensuring companies maintain accurate records and timely disclosure of ultimate beneficial owners.

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