International Corporate Service Providers Act, 2003

Act 10 of 2003

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Citation
Act 10 of 2003
Date
31 December 2015
Language
English
Type
Act
Related documents
Seychelles

International Corporate Service Providers Act, 2003

Act 10 of 2003

  • Commenced on 8 March 2004
  • [This is the version of this document as it was at 31 December 2015 to 5 August 2021.]
  1. [Amended by International Corporate Service Providers (Amendment of Schedule) Regulations, 2014 (Statutory Instrument 123 of 2014) on 31 December 2014]
[Act 10 of 2003; S.I. 10 of 2004; S.I. 14 of 2005; Act 29 of 2009; Act 21 of 2011; S.I. 123 of 2014]

Part I – Preliminary

1. Short title

This Act may be cited as the International Corporate Service Providers Act, 2003.

2. Interpretation

(1)In this Act—"the Authority" means the Seychelles International Business Authority established by the Seychelles International Business Authority Act;"Court" means the Supreme Court of Seychelles;"documents" means—(a)any writing on any material;(b)a book, graph, drawing or other pictorial representation or image;(c)information recorded or stored by any electronic or other technological means and capable, with or without the aid of any equipment, of being reproduced;"fit and proper", in relation to any person, means that the person satisfies the criteria set out in paragraph 3 of Schedule 3;"foundation" means a foundation registered under the Seychelles Foundation Act, 2009;[definition of "foundation" inserted by section 2(a)(i) of Act 29 of 2009 with effect from 30 December 2009]"foundation services" means any of the following services provided in or from within Seychelles—(a)services connected with the formation, registration, management or administration of a foundation;(b)serving as a registered agent, councillor or protector of a foundation;(c)provision of registered office, of a foundation;(d)such other services as may be prescribed;[definition of "foundation services" inserted by section 2(a)(i) of Act 29 of 2009 with effect from 30 December 2009]"foundation services licence" means a licence issued under section 3(5) of this Act authorising the licensee to carry on the business of providing foundation services;[definition of "foundation services licence" inserted by section 2(a)(i) of Act 29 of 2009 with effect from 30 December 2009]"international business company" means an international business company incorporated under the International Business Companies Act;"international trust" means a trust established under the International Trusts Act;"international corporate services" means the following services provided in or from Seychelles—(a)services connected with the formation, management or administration of a specified entity;(b)serving as a registered agent, director or other similar officer of a specified entity;(c)provision of a registered office, place of business or address for a specified entity;(d)serving as a nominee shareholder in a specified entity;(e)such other services as may be prescribed;[definition of "international corporate services" amended by section 2(a)(ii) of Act 29 of 2009 with effect from 30 December 2009]"international trustee services" means the following services provided in or from Seychelles—(a)services connected with the formation, registration or administration of an international trust;(b)serving as a resident trustee of an International Trust;(c)such other services as may be prescribed;[definition of "international trustee services" amended by section 2(a)(iii) of Act 29 of 2009 with effect from 30 December 2009]"international corporate services licence" means a licence issued under section 3 (5) authorising the licensee to carry on the business of providing international corporate services;"international trustee services licence" means a licence issued under section 3 (5) authorising the licensee to carry on the business of providing international trustee services;"licensee" means a person holding a licence under this Act;[definition of "licensee" repealed and substituted by section 2(a)(iv) of Act 29 of 2009 with effect from 30 December 2009]"management agreement" means a contractual agreement between a managed service provider and a managing service provider;[definition of "management agreement" inserted by section 2(a) of Act 21 of 2011 with effect from 27 December 2011]"managed service provider" means a licensed licensed under section 3(5)(a) and (c) and subject to condition that its business is carried on or managed by another licensee approved by the Authority;[definition of "managed service provider" inserted by section 2(a) of Act 21 of 2011 with effect from 27 December 2011]"managing service provider" means a licensee approved by the Authority to carry on and manage the business of a managed service provider;[definition of "managing service provider" inserted by section 2(a) of Act 21 of 2011 with effect from 27 December 2011]"prescribed" means prescribed by regulations made under this Act;"specified entity" means—(a)an international business company;(b)a company incorporated in accordance with the Companies (Special Licences) Act;(c)a limited partnership established under the Limited Partnerships Act; or(d)such other corporate body as may be prescribed.

Part II – Licensing

3. Requirement of licence

(1)
(i)A person shall not provide—
(a)international corporate services;
(b)international trustee services; or
(c)foundation services,
except under and in accordance with a licence issued under subsection (5).
(ii)The following persons shall not require a licence to provide services under subsection (1)(i)—
(a)an employee or director of a licensee who is fit and proper acting as a director, nominee shareholder or an officer for a specified entity or councillor;
(b)an international business company which is wholly owned and managed by a licensee or managed by a fit and proper person of the licensee acting as a director, nominee shareholder or an officer for a specified entity;
(c)an individual appointed as a director of a company holding a special licence under the Companies (Special Licences) Act, unless the Authority informs in writing that the individual serving in that capacity is not approved.
(iii)A person shall not be a managed service provider unless—
(a)a written management agreement is filed with the Authority; and
(b)authorisation has been obtained from the Authority.
(iv)A person who contravenes this section commits an offence and is liable on conviction to a fine not exceeding SCR300,000.
[section 3(1) repealed and substituted by section 2(b) of Act 21 of 2011 with effect from 27 December 2011]
(2)An application for a licence to provide international corporate services, international trustee services or foundation services may be made to the Authority—
(a)by a company incorporated under the Companies Act, 1972;
(b)in the form provided by the Authority and accompanied by such information and documents as the Authority may specify.
[section 3(2) amended by section 2(b) of Act 29 of 2009 with effect from 30 December 2009]
(3)Each application for an international corporate services licence, international trustee services licence or foundation services licence shall be accompanied by the application fee set out in Part 1 of Schedule 4;[section 3(3) repealed and substituted by section 2(b)(vii) of Act 29 of 2009 with effect from 30 December 2009]
(4)
(i)The Authority shall, before granting a licence, ascertain that—
(a)the applicant is a fit and proper person;
(b)each director and manager of the applicant is a fit and proper person; and
(c)the applicant has the necessary financial standing.
[section 3(4) renumbered as section 3(4)(i) by section 2(b)(ii) of Act 21 of 2011 with effect from 27 December 2011]
(ii)The Authority shall—
(a)notify the licensee or the licence applicant whether or not the proposed director or other members of the managerial staff have been determined by the Authority to be fit and proper persons; and
(b)where the Authority determines that a director or any members of the managerial staff has ceased to be fit and proper, the Authority shall notify the licensee of such determination."[section 3(4)(ii) inserted by section 2(b)(iii) of Act 21 of 2011 with effect from 27 December 2011]
(5)If the Authority is of the opinion that it is in the public interest to approve an application for a licence and the applicant satisfies the requirements of this Act, the Authority may, upon payment of the annual licence fee set out in Part 2 of Schedule 4, issue a licence to provide—
(a)international corporate services;
(b)international trustee services; or
(c)foundation services,
subject to such terms and conditions as may be specified in the licence, and the Authority shall notify the applicant accordingly.[section 3(5) repealed and substituted by section 2(b)(viii) of Act 29 of 2009 with effect from 30 December 2009]
(6)Where the Authority decides not to grant a licence it shall notify the applicant of that fact and the reasons therefor.
(7)The Authority may at any time by written notice to the holder of a licence amend any conditions of the licence or impose additional or other conditions on the licence.

4. Duration and display of licence

(1)A licence issued under this Act shall be valid unless suspended or revoked by the Authority[section 4(1) repealed and substituted by section 2(c)(i) of Act 21 of 2011 with effect from 27 December 2011]
(2)A licensee shall in January of each year—
(a)pay the annual licence fee set out in Part 2 of Schedule 3; and
(b)lodge with the Authority a compliance form as prescribed by the authority.
[section 4(2) repealed and substituted by section 2(c)(ii) of Act 21 of 2011 with effect from 27 December 2011]
(3)A licensee who fails to lodge the compliance form together with the payment of the annual licence fee in full on or before the 31st January of any year, is liable to a penalty equivalent to 50% of the annual licence fee for each month or part thereof during which the annual licence fee remains unpaid;[section 4(3) repealed and substituted by section 2(c)(iii) of Act 21 of 2011 with effect from 27 December 2011]
(4)[section 4(4) repealed by section 2(c)(iii) of Act 21 of 2011 with effect from 27 December 2011]
(5)A licence issued under this Act shall be displayed in the premises where the licensee carries on business;[section 4(5) repealed and substituted by section 2(c) of Act 29 of 2009 with effect from 30 December 2009]
(6)A licensee who makes a false declaration in the compliance form that the licensee knows or should reasonably have known, commits an offence and is liable on conviction to a fine not exceeding SCR 300,000.[section 4(6) inserted by section 2(c)(iv) of Act 21 of 2011 with effect from 27 December 2011]

5 Registers of licensed service providers

(1)The Authority shall maintain separate registers of persons licensed as—
(a)international corporate services providers;
(b)international trustee services providers; and
(c)foundation services providers;
with the following particulars—
(i)the name of the licensee;
(ii)the address of the licensee;
(iii)the location of the registered office of the licensee;
(iv)the date on which the licence was issued;
(v)the expiry date of the licence specified in the licence.
(vi)any conditions attached to the licence;
(vii)any suspension of the licence;
[section 5(1) amended by section 2(d) of Act 29 of 2009 with effect from 30 December 2009]
(2)The registers maintained under subsection (1) shall be open to inspection by the public.

6. Notification of changes

(1)A licensee shall give the Authority prior notice in writing of any change referred to in subsection (4):Provided that notice relating to a departure of a director or manager may be given after the event.
(2)The Authority may require the licensee to furnish further information or documents in respect of such change.
(3)The Authority may, within one calendar month of receiving any notification, object in writing to the change. Where the Authority raises such an objection, the licensee shall take such action as may be recommended by the Authority. If the licensee fails or neglects to take such action the Authority may suspend or revoke the licence.
(4)For the purpose of this section, "change" means—
(a)a change in the ownership of a majority of the issued shares in the company holding the licence; or
(b)a change in the beneficial ownership of such shares in the company holding the licence;
(c)the appointment or departure of a director or manager of the company holding the licence.

7. Restriction as to names and descriptions

(1)No person, other than a licensed international corporate services provider, shall—
(a)use any word or words, whether in English or any other language, in the name or description under which such person carries on business which suggest or imply that such person carries on the business of providing international corporate services;
(b)make any representation in any document or other communication that the person is licensed to provide international corporate services.
(2)No person, other than a licensed international trustee services provider, shall—
(a)use any word or words, whether in English or any other language, in the name or description under which such person carries on business which suggest or imply that such person carries on the business of providing international trustee services;
(b)make any representation in any document or other communication that the person is licensed to provide international trustee services.
(2a)No person, other than a licensed foundation services provider, shall—
(a)use any word or words, whether in English or any other language in the name or description under which the person carries on business which suggests or implies that such person carries on the business of providing foundation services;
(b)make any representation in any document or other communication that the person is licensed to provide foundation services.
[section 7(2a) inserted by section 2(e) of Act 29 of 2009 with effect from 30 December 2009]
(3)A person who contravenes this section commits an offence and is liable o conviction to a fine not exceeding SCR 300,000.[section 7(3) amended by section 2(d) of Act 21 of 2011 with effect from 27 December 2011]

Part III – Duties of licensees and administration

8. Duties of licensees

(1)A licensee shall—
(a)maintain a place of business in Seychelles;
(b)maintain accounting books and records which accurately reflect the licensed business carried on by the licensee;
(c)maintain such records and documents relating to its business or clients as may be required by or under this Act or any other law of Seychelles;
(d)ensure that any monies or other assets that it holds for or on behalf of any entity to which it provides services under this Act, are designated and clearly identified as client funds excluding any monies paid to the licensee for services rendered, products sold or expenses incurred by the licensee;[section 8(1)(d) amended by section 2(d) of Act 21 of 2011 with effect from 27 December 2011]
(e)ensure that, where any client funds are held for a period exceeding 30 days, they are kept separate from the licensee’s own funds (including any office bank account maintained by it) in an account designated as a client account unless the relevant entity instructs otherwise in writing;
(f)maintain separate accounts in the books and records to be maintained under subsection (1)(b) in respect of any client funds distinguishing the same from the licensee’s own funds.
(2)A licensee shall have and maintain an issued and fully paid up share capital as set out in Schedule 5.**Section 8(2) repealed and substituted by section 2(f) of Act 29 of 2009 with effect from 90 days after 30 December 2009.
(3)The Code of Practice of Licensees set out in Schedule 3 shall, subject to such exemptions as may be notified in writing by the Authority, bind all licensees under this Act.

9. Auditing of accounts

(1)A licensee shall have its accounts audited annually and at such time as the Authority may require by a qualified auditors in accordance with internationally accepted accounting standards. For the purpose of this section, "qualified auditor" has the same meaning as in the Companies Act, 1972.
(2)A true copy of the licensee’s audited accounts shall be furnished by the licensee to the Authority within six months of the end of the financial year of the licensee, or within such longer period as may be allowed by the Authority.
(3)Licensee who fails to comply with subsection (2) shall be liable to a penalty of SCR500 for each day or part thereof during which the default continues.[section 9(3) inserted by section 2(f) of Act 21 of 2011 with effect from 27 December 2011]

10. Functions of the Authority

(1)The Authority shall monitor the provisions of services by licenses and whenever necessary make enquiries or examine any documents or records of any licensee for the purpose of ensuring that his Act is complied with by the licensee.[section 10(1) repealed and substituted by section 2(g)(i) of Act 29 of 2009 with effect from 30 December 2009]
(2)The Authority may for the purposes of subsection (1)—
(a)direct a licensee or a director or manager of a licensee to—
(i)provide such information, documents or explanations in relation to the licensee, its business and clients; or
(ii)produce for examination any books, records or other documents required to be held by the licensee under this Act.
(b)inspect the books, records or other documents of the licensee, its business and clients; and
(c)access the premises of a licensee for the purpose of conducting an inquiry or examination under this Act.
[section 10(2) repealed and substituted by section 2(g)(ii) of Act 29 of 2009 with effect from 30 December 2009]
(3)A person impedes, prevents or obstructs the Authority or any of its employees or authorised agent in the conduct of an inspection commits an offence and is liable on conviction to a fine not exceeding SCR300,000.[section 10(3) repealed and substituted by section 2(g) of Act 21 of 2011 with effect from 27 December 2011]

11. Delegation by Authority etc.

(1)The Authority may delegate, in writing, any of its functions under this Act, except the power conferred by this section, to any member, officer or employee of the Authority.
(2)A delegation under subsection (1) may be revoked at any time by the Authority and shall not prevent the performance of such functions by the Authority at any time.
(3)The Authority may engage the services of any person for conducting an investigation, inquiry or examination for the purpose of this act.

12. Confidentiality

(1)Subject to subsection (2), the Authority or any employee or agent of the Authority shall not disclose any information or document acquired in the performance of its, his or her duties under this Act in respect of any licensee or the affairs of any licensee or any client of a licensee.
(2)Subsection (1) shall not apply to any disclosure–
(a)required by any Court in Seychelles or under any law of Seychelles;
(b)in respect of the affairs of a licensee or of a client of a licensee, with the consent of the licensee or client as the case may be;
(c)where the information disclosed is already in the public domain; or
(d)where information disclosed is in statistical form or is conveyed in such a manner that the identity of any licensee or any client of a licensee to which the information relates cannot be ascertained.

13. Directions and guidelines

(1)The Authority may, for the purpose of the performance of its functions under this Act—
(a)issue directives, guidelines or codes which shall be binding on the licensee;
(b)request any licensee or a director or member of its managerial staff to furnish the Authority with such information or documents as the Authority may specify.
(2)Any person who fails to comply with this section shall be liable to pay a penalty of SCR 500 for each day or part thereof during which the default continues.
[section 13 repealed and substituted by section 2(h) of Act 21 of 2011 with effect from 27 December 2011]

Part IV – Enforcement

14. Suspension

(1)Where the Authority has reason to believe that a licensee is—
(a)carrying on its business under the licence in a manner detrimental to the public interest, or to the interests of its clients;
(b)in contravention of the provisions of section 6 to 13;
(c)in breach of the Code of Practice of Licences under Schedule 3;
(d)in breach of any regulations made under this Act or any other law;
the Authority may—
(i)require the licensee to take such steps as the Authority deems necessary to comply with the law; and
(ii)specify the period of time for such steps to be taken; or
(iii)suspend the licence.
[section 14(1) amended by section 2(i) of Act 29 of 2009 with effect from 30 December 2009]
(2)A suspension shall not exceed a period of 30 days unless ordered by the Court upon application of the Authority. Any application to the Court shall specify—
(a)the grounds on which the Authority contends that the suspension should continue;
(b)known particulars of any objections made by the licensee.
(3)Any period of suspension ordered by Court shall not exceed three months.
(4)The Authority may revoke a suspension under subsection (1)(iii) at any time, and the Court may on an application made in that behalf revoke an order made under subsection (2).
(5)At the expiration of the 30 days following the suspension of a licence, the Authority shall re-instate the licence unless—
(a)the suspension is extended by an order of the Court; or
(b)the licence is immediately revoked by the Authority.
[section 14(5) inserted by section 2(i) of Act 21 of 2011 with effect from 27 December 2011]

15. Revocation

(1)The Authority may revoke a licence if—
(a)the Authority has reason to believe that the licensee is carrying on business under the licence in a manner detrimental to the public interest or to the interest of its clients;
(b)the Authority is satisfied that the licensee has contravened any provision of this Act or any regulation made there under or any directions or guidelines issued by the Authority or the provisions of any other law;
(c)the Authority is satisfied that the licensee is in breach of any condition of the licence;
(d)the licensee has ceased to carry on business under the licence;
(e)the licensee is insolvent or enters into liquidation or administration or is wound up or otherwise dissolved or it is very likely that any of the aforementioned events may soon occur;
(f)the Authority is satisfied that the licensee or any director or manager of the licensee has ceased to be a fit and proper person;
(g)the Authority is satisfied that the licensee has furnished false or misleading information to the Authority;
(h)the licensee or director or a manager of the licensee has been convicted under a law relating to money-laundering or financing of terrorism;
(i)the Authority is of the opinion that such action is necessary to protect the good repute of Seychelles as an international financial services centre.
(j)the licensee or a director or other member of the managerial staff of the licensee has been convicted of an offence involving fraud, theft or dishonesty or has been convicted under a law relating to money laundering or financing of terrorism;
(k)the licensee has failed to lodge the compliance form and pay its annual licence fee and any penalties due under section 4 of this Act.
[section 15(1)(j) and (k) inserted by section 2(j)(i) of Act 21 of 2011 with effect from 27 December 2011]
(2)The Authority shall give written notice of the revocation to the licensee.
(3)Except where a licence is revoked under section 14 (5)(b), the Authority shall before revoking a licence under subsection (1), issue a written notice of its intention to revoke the licence to the licensee.[section 15(3) inserted by section 2(j)(ii) of Act 21 of 2011 with effect from 27 December 2011]
(4)A notice issued under subsection (3)—
(a)shall specify—
(i)the grounds on which the Authority intends to revoke the licence;
(ii)that the licensee shall within 14 days from the date on which the notice is given to the licensee, make written submissions to the Authority in order to show cause as to why the licence should not be revoked; and
(iii)that the Authority shall make its determination of whether or not the licence is to be revoked within seven days from the expiry of the 14 day period referred to in paragraph (a)(ii).
(b)The licensee shall not operate where notice is issued under subsection (3)—
(i)for a period of 21 days from the date on which the notice is given to the licensee; or
(ii)until the date on which the Authority notifies the licensee or former licensee of its determination under subsection (4) (a)(iii).
[section 15(4) inserted by section 2(j)(ii) of Act 21 of 2011 with effect from 27 December 2011]
(5)The Authority shall in writing inform the licensee—
(a)of a determination by it under subsection (4)(a)(iii); or
(b)of a revocation under subsection (1).
[section 15(5) inserted by section 2(j)(ii) of Act 21 of 2011 with effect from 27 December 2011]
(7)An application to Court against a revocation under this section shall not operate as a suspension of the revocation, unless the Court deems fit to make an order to the contrary;**Note: Subsection 15(3) was renumbered as subsection 15(7) by section 2(j)(iii) of Act 21 of 2011 with effect from 27 December 2011 but no subsection 15(6) was inserted at that time.

16. Offences

(1)A person who contravenes a provision of this Act commits an offence and where no penalty is provided for, the person is liable on conviction to a fine not exceeding SCR300,000.[section 16(1) repealed and substituted by section 2(k) of Act 21 of 2011 with effect from 27 December 2011]
(2)[section 16(2) repealed by section 2(k) of Act 21 of 2011 with effect from 27 December 2011]
(2a)[section 16(2a) repealed by section 2(k) of Act 21 of 2011 with effect from 27 December 2011]
(3)Where an offence under this Act is committed by a body corporate and a director or other officer has knowingly authorised, permitted or acquiesced in the commission of the offence, the director or other officer also commits the offence and is liable on conviction to a fine of the same amount as applicable to the body corporate.

17. Review and appeal

(1)An application may be made for the review of any decision of the Authority—
(a)to refuse to grant or renew a licence under this Act;
(b)to suspend a licence under section 14;
(c)to revoke a licence under section 15;
(2)An application shall be made within three months after the service by the Authority of the notice of decision of the Authority.
(3)An Appeal may be preferred to the Court of Appeal against the decision of the Court on any application.

17A. Further enforcement action

Any enforcement action taken by the Authority under this Part shall be without prejudice to the right to take further or other enforcement action.[section 17A inserted by section 2(l) of Act 21 of 2011 with effect from 27 December 2011]

Part V – Miscellaneous

18. Exemptions and concessions

(1)From and after the commencement of this Act any licensee under this Act shall be entitled to the exemptions and concessions set out in Schedule 2.
(2)The exemptions and concessions granted under this section shall remain in force for a period of 15 years from the date of commencement of this Act, and shall continue in force thereafter unless a law provides otherwise.

19. Ceasing of application of Investment Promotion Act

No action, prosecution or other proceeding shall be brought against the Minister, the Authority, or an employee or agent of the Authority in respect of any act done or omitted to be done in good faith in the proper discharge of functions under this Act.[section 19 repealed and section 21 renumbered as section 19 by section 2(m) of Act 21 of 2011 with effect from 27 December 2011]

20 Existing business

The Minister may, after consulting the Authority, make regulation for the purpose of carrying out and giving effect to the provisions of this Act or amending any Schedule to this Act.[section 20 repealed and section 22 renumbered as section 20 by section 2(m) of Act 21 of 2011 with effect from 27 December 2011]

Schedule 1 (Section 18(1))

[Schedule 1 repealed by section 2(n) and Schedule 2 renumbered as Schedule 1 by section 2(r) of Act 21 of 2011 with effect from 27 December 2011]
1.Notwithstanding anything to the contrary in any of the Acts and the Decree specified in column 2 the taxes, contributions or fees as the case may be referred to in the corresponding entry in column 2 calculated in the manner therein specified, shall be paid by each licensee.
Column 1Column 2
(a) Trades Tax Act(i) All furniture, stationery and equipment imported for the use of an office of a licensee and used only for the licensed activity shall be liable to trades tax under the Trades Tax Act at the rate of 5%.(ii) One motor vehicle of an engine capacity not exceeding 1800cc imported for use in connection with the licensed activity shall be liable to trades tax at the rate of 75%.
(b) Income and Non-Monetary Benefits Tax ActThe provisions of the Act shall not apply in respect to any income derived from services provided by a licensee.[item (b) repealed and substituted by section 2(o)(i) of Act 21 of 2011 with effect from 27 December 2011]
(c) Immigration DecreeA licensee shall be entitled to employ expatriate employees up to 50 percentum of the total number of its employees and the gainful occupation permit fee shall be R375 per employee per month.
(e) Business Tax ActThe tax payable by a licensee in respect of its income shall be aggregate of the following amounts paid by the licensee in respect of specified entities international trusts and foundation—(i) 15% of fees in respect of incorporation or registration;(ii) 7.5% of fees in respect of annual renewal of licence;(iii) 5% of all other fees excluding any sum paid as a penalty.[item (e) amended by section 2(o)(ii) of Act 21 of 2011 with effect from 27 December 2011 and item (e)(iii) amended by regulation 2 of SI 123 of 2014 with effect from 31 December 2014]Note: SI 123 of 2014 purported to amend Schedule 2; as Schedule 2 had been renumbered to Schedule 1 by Act 21 of 2011, the relevant amendment has been made to Schedule 1
2.
(a)The provisions of Part IV of the Business Tax Act shall not apply in respect of payments made by a licensee.
(b)Section 88 shall not apply to a licensee
3.Payments received by the licensee in respect of the activities authorised under the licence and goods imported into Seychelles by the licensee solely for use by the licensee in the activities authorised under the licence shall be exempt from Goods and Services Tax.[Schedule 1 paragraph 3 repealed and substituted by regulation 2 of SI 14 of 2005 with effect from 14 March 2005]

Schedule 2 (Section 8(3))

Code of practice of licensees

[Schedule 3 renumbered as Schedule 2 by section 2(r) of Act 21 of 2011 with effect from 27 December 2011]
1.A licensee shall at all times be able to identify—
(a)its clients;
(b)the directors, members and beneficial owner of each company to which the licensee provides international corporate services;
(c)the trustee, beneficiary and settlor of each international trust to which the licensee provides international trustee services;
(d)the councillor or beneficiary, founder, protector of each foundation to which the licensee provides foundation services;
(e)the partners of each limited partnership to which the licensee provides international corporate services.[Schedule 2 paragraph 1 repealed and substituted by section 2(p)(i) of Act 21 of 2011 with effect from 27 December 2011]
2.Every licensee shall have a duly executed written agreement with its clients relating to the provision of services under the licence. The agreement shall include among other matters provisions relating to charging, calculation, recovery and revision of fees, conditions of termination of services, and any consequential refund of fees; and arrangements for payment to the client of interest received on the client’s money.
3.All directors and members of the managerial staff of a licensee shall be and remain fit and proper persons as determined by the Authority.In determining whether a person is a fit and proper person for the purpose of this Act, regard shall be had to—
(a)the person’s probity, competence, experience and soundness of judgment for fulfilling the responsibilities of the relevant position;
(b)the diligence with which the person is fulfilling or likely to fulfil those responsibilities;
(c)whether the interests of clients of the licensee are likely to be threatened by the person’s holding of that position;
(d)the person’s educational and professional qualifications, and membership of professional or other relevant bodies;
(e)the person’s knowledge and understanding of the legal and professional obligations to be assumed or undertaken;
(f)the person’s procedures for vetting of clients; and
(g)any evidence that the person has—
(i)committed any offence involving dishonesty or violence;
(ii)contravened any law designed to protect members of the public arising from dishonesty, incompetence, malpractice, or conduct of discharged or undischarged bankrupts or otherwise insolvent persons.
(h)
(i)the completed questionnaire approved by the authority for the assessment of fit and proper status; and
(ii)any further documents or information required by the Authority
[Schedule 2 paragraph 3(h) inserted by section 2(p)(ii) of Act 21 of 2011 with effect from 27 December 2011]
4.Except in the case of a managed service provider the services under a licence shall be conducted by at least two individuals who are directors or other members of the managerial staff of the licensee, who shall be resident, and based in the office of the licensee in Seychelles.[Schedule 2 paragraph 4 repealed and substituted by section 2(p)(iii) of Act 21 of 2011 with effect from 27 December 2011]
5.A licensee shall have in place well-documented control systems and procedures suitable to the level and scope of its business and ensure that its managerial staff and other employees perform their duties in accordance with those systems and procedures.
6.A licensee shall be able and prepared to meet all its liabilities (taking into account contingent and prospective liabilities) as they fall due and be able to continue in operation for the foreseeable future.
7.A licensee shall give the Authority 28 days notice in advance of the proposed appointment of a director or member of the managerial staff so that the Authority may determine whether or not the appointment may proceed. The prospective appointee may be required to complete a questionnaire requiring such information as the Authority may need to make its determination.
8.A licensee shall notify the Authority—
(a)of any legal proceedings brought against the conduct of its licensed activities in any jurisdiction where the amount claimed or disputed is likely to exceed R60,000, and provide a brief summary of the case: Provided that it shall not be required to disclose any information subject to legal privilege;
(b)of any criminal proceedings against the licensee or any related company of the licensee as soon as it becomes aware of the bringing of such proceedings.
9.A licensee shall notify the Authority as soon as it becomes aware of the conviction of the licensee, an associate company of the licensee company, or any of its employees for any offence relating to—
(a)any business activity;
(b)the formation, management or administration of companies in any jurisdiction;
(c)insolvency; or
(d)fraud or dishonesty.
10.A licensee shall notify the Authority whenever the licensee or any of its directors or any member of its managerial staff is formally sought to be disqualified or is disqualified from functioning as a company director or a secretary under any law.
11.A licensee shall notify the Authority as soon as it becomes aware of any summons, warrant or order of Court under the Criminal Procedure Code, Misuse of Drugs Act, Anti-Money Laundering Act or any other prescribed Act concerning the affairs of either the licensee or any of its client companies.
12.A licensee shall notify the Authority and provide a brief summary where possible of the case, as soon as it becomes aware of the institution of criminal proceedings against, or the conviction of a client company, any officer of a client company, or the beneficial owner of a client company in relation to any proceedings relating to that client company in any jurisdiction.
13.A licensee shall notify the Authority immediately of serious disciplinary action it takes against any member of it managerial staff. Full details of such action shall be furnished to the Authority. In this paragraph, "serious disciplinary action" includes any action taken in cases of fraud, theft, dishonesty or malpractice.
14.Whenever as a result of any serious or prolonged breakdown in a licensee’s administrative system the licensee is unable to maintain proper records, it shall inform the Authority thereof immediately.
15.Where a licensee decides involuntarily to cease to carry on business under the licence, it shall notify the Authority not less than 28 days before giving effect to the decision and details of arrangements it has made to ensure an orderly winding up or transfer of its client’s business.
16.A licensee shall notify the Authority not less than 28 days in advance or a proposed merger or take-over affecting its business.
17.A licensee shall notify the Authority of any of the following events—
(a)it is no longer able to continue in operation as a going concern;
(b)action is initiated to wind up the licensee company;
(c)a receiver, liquidator or administrator is appointed in respect of the licensee company;
(d)composition or arrangement is made with its creditors;
(e)the refusal or revocation of any legal authorisation applied for or held by the licensee in respect of any other business;
(f)institution of an official inquiry into the affairs of the licensee.
18.Every licensee shall ensure that any complaint received by it relating to the conduct of its business is—
(a)acknowledged;
(b)registered;
(c)investigated promptly and thoroughly; and
(d)appropriate action is taken and recorded.
19.
(1)A licensee shall use its best endeavours to avoid any conflict of interest between itself and its clients and between one client and another.
(2)Where such a conflict does arise the licensee shall notify the client or each of the clients concerned of this fact.
(3)Unless all clients with conflicting interests in any matter agree to the licensee continuing its services to the other clients concerned the licensee shall discontinue its services to all the clients concerned.
20.A licensee shall ensure that any advertisement that it publishes or causes to be published—
(a)does not damage the good image of the Republic;
(b)contains a fair and accurate indication of the services it provides.
21.Where a licensee discontinues its services to a client company for any reason—
(a)it shall inform such company in writing; and
(b)preserve the client’s company records until such time as they are handed over to a successor; and
(c)cooperate with the client and such successor to ensure a smooth transition.
22.A licensee shall have in place adequate business resumption or contingency provisions designed to safeguard the interests of its clients.
23.A licensee shall, to the satisfaction of the Authority, hold and maintain an insurance for the licensee's business and its employees.[Schedule 2 paragraph 23 inserted by section 2(p)(iv) of Act 21 of 2011 with effect from 27 December 2011]
24.A licensee shall deal openly and honestly and co-operate with the Authority.[Schedule 2 paragraph 24 inserted by section 2(p)(iv) of Act 21 of 2011 with effect from 27 December 2011]

Schedule 3 (Section 3(3) and 4(3)(a))

[Schedule 4 inserted by section 2(k) of Act 29 of 2009 with effect from 30 December 2009 and renumbered as Schedule 3 by section 2(r) of Act 21 of 2011 with effect from 27 December 2011]

Part 1 – Application fees

An application for—
(a)an international corporate services licence: US$400
(b)an international trustee services licence: US$400
(c)a foundation services licence: US$400

Part 2 – Annual licence fees

1.Except in the case of a managed service provider the annual licence fee of—
(a)an international corporate services licence: US$2,500;
(b)an international trustee services licence: US$2,500;
(c)a foundation services licence: US$2,500;
(d)a company holding licences for services under (a), (b) and (c): US$6,000;
2.
(a)in the case of a managed service provider the annual licence fee of—
(i)an international corporate service licence: US$7,500;
(ii)a foundation service licence: US$7,500;
(b)a company referred to in paragraph (1) holding both licences in subparagraph (a)(i) and (ii) shall pay a total annual licence fee of: US$10,000.
[Schedule 3 Part 2 repealed and substituted by section 2(q) of Act 21 of 2011 with effect from 27 December 2011]

Schedule 4 (Section 8(2))

Minimum and paid up share capital requirements

[Schedule 5 inserted by section 2(k) of Act 29 of 2009 with effect from 30 December 2009 and renumbered as Schedule 4 by section 2(r) of Act 21 of 2011 with effect from 27 December 2011]
1.A licensee providing international corporate services shall have and maintain a fully paid up share capital of not less than 150,000 rupees;
2.A licensee providing foundation services shall have and maintain a fully paid up share capital of not less than 200,000 rupees;
3.A licensee providing international trustee services shall have and maintain a fully paid up share capital of not less than 250,000 rupees, or its equivalent in any other convertible currency.
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History of this document

01 January 2022 amendment not yet applied
06 August 2021 amendment not yet applied
31 December 2015 this version
Consolidation
31 December 2014
08 March 2004
Commenced

Cited documents 1

Act 1
1. International Corporate Service Providers (Amendment) Act, 2011 2 citations

Documents citing this one 1

Gazette 1
1. Seychelles Government Gazette dated 2022-04-11 number 22