Changes to the Seychelles IBC Amendment Act – Company Strike-Off

Overview

The Seychelles International Business Companies (Amendment) Act, 2024 (IBC Amendment Act) came into effect on 18 December 2024, introducing significant changes to the striking-off process for Seychelles companies (IBCs).

Under the new provisions, IBCs can now be struck-off and dissolved much sooner than before, particularly in cases of non-payment of annual fees.

Key Changes to the Striking-Off Process

Previously, IBCs that failed to settle their annual fees within 180 days of their anniversary date were struck off the Register of IBCs on 1 January of the following year.

Under the IBC Amendment Act, the Registrar now has the authority to strike-off any company immediately after the 180-day period, rather than waiting for a specific date.

This means that IBCs failing to pay their annual fee within 180 days will be struck-off and dissolved on the 181st day. Additionally, IBCs may be struck-off for other reasons, such as non-compliance with regulatory obligations or failure to maintain required filings.

Gazette notices will be published in the Official Gazette, noting the IBCs that have been struck off in the last period.

Implications for Seychelles Companies

Seychelles IBCs must ensure they remain compliant to avoid automatic dissolution.

• The Registered Agent will issue an annual invoice near the company’s anniversary date.
• If the fee remains unpaid for 180 days, the company will be struck off and dissolved on the next day (181st day).
• Example: If a company’s anniversary date is 1 February 2025, and it fails to pay its annual fees by 31 July 2025, it will be struck off and dissolved on 1 August 2025.

Although the IBC Amendment Act does not explicitly increase the cost of restoring a struck-off company, IBCs are now more likely to require restoration due to the shortened timeline for dissolution. Since restoration can be a costly and time-consuming process, proactive compliance with annual fee payments and other regulatory obligations is recommended.

Recommendations

To avoid being struck off, companies should:

• Monitor their anniversary date and ensure timely payment of annual fees.
• Establish a compliance calendar to track key deadlines and regulatory requirements effectively.
• Work closely with Marbury to ensure all filings and compliance requirements are met in a timely manner.

For further details, you can review the related Seychelles FSA circular here. If you have any queries about the ongoing obligations of a Seychelles IBC, please see our past Seychelles articles or contact us via your usual Marbury Relationship Manager or info@marburys.com.