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Seychelles Annual filing requirements are mandatory for all Seychelles IBC. To improve compliance with international regulatory standards, all Seychelles companies are now required to comply with the International Business Companies (Amendment) Act, 2021. 

This legislation mandates that all companies must maintain their accounting records at their registered office in Seychelles. Given that most IBCs operate outside of Seychelles, this means that they will need to produce their accounting records twice a year and keep them at their registered office address in Seychelles.

Relin Consultants guide below covers all the information you will need to understand Seychelles annual filing requirements below. 

BI-ANNUAL ACCOUNTING RECORDS KEEPING IN SEYCHELLES

Holding companies that are also non-large companies, as defined by the Revenue Administration Act, are now required to keep their accounting records at their registered office in Seychelles twice per year, in accordance with section 175 (1A) of the Act.

Accounting records for transactions or operations from January to June must be kept in Seychelles by July of that year, and records for transactions or operations from July to December must be kept in Seychelles by January of the following year. 

Additionally, accounting records for the past 7 years up to December 31, 2021 must be kept in Seychelles by February 6, 2022, and records for the first half and second half of 2022 must be kept in Seychelles by July and January of 2023 respectively.

It’s important to note that companies that are struck-off, dissolved or deregistered must also ensure that any outstanding accounting records are lodged at their registered office in Seychelles by January or July following the date of being struck-off, dissolved or deregistered, as per the guidance above.

Although the Amendment Act requires companies to keep their accounting records in Seychelles twice a year, it’s important to note that companies are required to keep their records on a continuous basis and should be able to provide them to the Seychelles authorities upon request.

ANNUAL FINANCIAL SUMMARY KEEPING IN SEYCHELLES

Every large entity and non-large non-holding entity is required to prepare an annual financial summary to be kept at their registered office in Seychelles within 6 months from the end of the entity’s financial year, according to section 175 (1B) of the International Business Companies (Amendment) Act, 2021. The financial year is defined as the calendar year unless it is changed by the legal entity.

Component of accounting records

The accounting records include documents related to the entity’s assets and liabilities, receipts and expenditure, and sales, purchases and other transactions that the entity is a party to. These records can take many forms, including bank statements, receipts, invoices, vouchers, title documents, contracts and agreements, and ledgers.

Location of accounting records

The accounting records need to be kept in either original or electronic form. If the original records are kept at a place other than Seychelles, the entity must inform its Registered Agent in writing of the physical address of that place, according to section 175 (2) (2A) of the Act. It’s important to note that the Seychelles authorities have the right to request the original records.

The accounting records are required to be kept at the registered office in Seychelles, but they are not required to be filed with the Registrar and are not open to public inspection.

Compliance inspections and penalties

Starting from February 2022, the Registrar will conduct on-site compliance inspections to ensure that legal entities in Seychelles are keeping reliable accounting records, and penalties will be applied for non-compliance. 

An entity that contravenes section 175 of the Act may be liable to a penalty fee not exceeding US$10,000, and a director who knowingly permits a contravention may also be liable to a penalty fee not exceeding US$10,000, according to sections 175 (5) and (6) of the Act.

SEYCHELLES SUBSTANCE REQUIREMENTS

Seychelles substance requirements refer to the measures put in place by the Seychelles government to ensure that companies registered in the country have a sufficient physical presence and economic activity within the jurisdiction. The substance requirements are designed to prevent companies from using Seychelles as a “letterbox” or “shell” company, which is used to evade taxes or engage in illicit activities.

The substance requirements in Seychelles include the following:

Physical presence 

A company must maintain a registered office and a physical presence in Seychelles, which can include an office or a physical location where the company’s books and records are kept.

Economic activity 

A company must engage in economic activity that is commensurate with its legal form and the nature of its business. This includes maintaining a minimum number of employees, having adequate equipment and resources, and generating revenue from its operations in Seychelles.

Board meetings 

A company must hold regular board meetings in Seychelles, and minutes of these meetings must be kept at the company’s registered office.

Record keeping 

A company must maintain accurate and up-to-date records of its financial and operational activities in Seychelles.

Tax compliance 

A company must comply with Seychelles tax laws and regulations and file accurate and timely tax returns.

Companies that fail to meet these substance requirements may face penalties and fines, or even deregistration. It is advisable to consult with a legal or financial professional to ensure compliance with the substance requirements in Seychelles.

Not all types of business activities are required to meet the substance requirements in Seychelles. The requirement applies to companies that are engaged in activities that are considered to be “High-risk” activities such as:

• Trading of goods and services in Seychelles
• Holding companies and subsidiaries of other companies
• Investment fund management and administration
• International insurance, reinsurance, or captive insurance
• International ship or aircraft registration
• International trust or foundation management

These high-risk activities are closely monitored by Seychelles Financial Services Authority (FSA) and in order to maintain their licences, the companies must meet substance requirements as set out by FSA.

If you are in need of accounting and tax services for your business in Seychelles, please reach out to us. Our team of professionals has the expertise and experience to help you navigate the complex regulations and requirements for accounting and tax compliance in Seychelles. We can assist you with services such as:

• Bookkeeping and financial statement preparation
• Tax planning and compliance
• Payroll and employee management
• VAT registration and compliance
• Annual audit and financial

Don’t hesitate to contact us for any questions or inquiries about our services. You can reach us via email, phone, or through our website. We would be happy to discuss your specific needs and provide you with a customized solution for your business.