注册离岸公司
塞舌尔修改国际商业公司法IBC ACT
该法案的目标是废除有关不记名股票的规定在国际商务公司法和引入新的要求关于国际商务公司的年度收益报告。
该法案将于2014年1月1日正式施行。
法案全文如下:
THE AMENDMENTS TO THE SEYCHELLES’ IBC ACT
The Seychelles’ Government has introduced the International Business Companies (Amendment) Act, 2013 to address the concerns of the Organisation for Economic Co-operation and Development (OECD) and to be in line with the Financial Action Task Force (FATF) standards. The objectives of the Act are to repeal the provisions relating to bearer shares in the International Business Companies Act, 1994 (as amended) (the Act) and to introduce new requirements relating to annual report/return by International Business Companies (IBCs).
On 26 November the National Assembly approved the IBC (Amendment) Act. The new law will come into operation on the date on which it will be published in the Gazette, to the exception of the section relating to annual report/return which will come into operation on the 1 January 2014.
The proposed amendments are as follows:
(i) Bearer Shares
Following the enactment of the new law, the issuance of bearer shares will be prohibited.
Transitional Provisions
Every IBC which has issued bearer shares prior to the commencement of the new law, shall recall and cancel such shares within six months from the date of such commencement and the company shall issue registered shares in substitution for the cancelled bearer shares.
Any bearer shares which have not been recalled and cancelled within that period of six months, shall thereafter be null and void and be without effect for all purposes of the law.
It should be noted that no bearer shares shall be issued on and after the commencement of the new law.
(ii) Share Registers
Once the new law is entered into operation it will be mandatory that a copy of the Share Register, commencing from the date of the registration of the IBC, be kept at the registered office of the IBC.
(iii) Accounting Records
The Act provides that an IBC shall keep or cause to be kept proper accounting records:
• that are sufficient to show and correctly explain the International Business Company’s transactions;
• to enable the financial position of the International Business Company to be determined with reasonable accuracy at any time; and
• to enable for accounts of the International Business Company to be prepared.
“Accounting records” means documents relating to assets and liabilities of the company including receipts and expenditure, sales and purchases and other transactions.
It is proposed that amendments would be made to the law, relating to the penalty for non-compliance with the above.
In this respect, any IBC who fails to comply with the requirements relating to accounting records would be liable to pay a penalty of US$100 and to additional penalty of USD$25 for each day or part thereof during which the contravention continues.
(iv) Striking-off
Under the Act, the Registrar may serve on an IBC, a notice that the name of the IBC be struck off the Register, where the Registrar has reasonable cause to believe that an IBC:
• no longer satisfies, the requirements of the Act for an IBC; or
• conducts business or other activities which are, or are likely to be, contrary to the written laws of Seychelles or detrimental to the reputation of Seychelles.
It should be noted that two additional circumstances in which the Registrar would be able to serve notice that the name of the IBC be struck off would be introduced in the Act. These are:
• where the IBC fails to comply with a request for information from the Seychelles Revenue Commission; or
• where the IBC fails to pay any penalty imposed by the registrar under the Act.
(v) Annual Report/Annual Return
A new section has been introduced in the IBC Act requiring an IBC (whether incorporated prior to or after the commencement of the new law) to furnish to the registered agent, a return in the form of a declaration that:
• the IBC is keeping accounting records in accordance with the Act and that such records can be made available through its registered agent; and
• the Share Register located at the registered office is complete and updated.
An IBC that contravenes the provision relating to annual return/report shall be liable to a penalty of $100 and to additional penalty of $25 for each day or part thereof during which the contravention continues. Moreover, a director of an IBC who knowingly permits the company to contravene with the requirements relating to annual report/return,
shall be liable to a penalty of $100 and to additional penalty of $25 for each day or part thereof during which the contravention continues.