SEYCHELLES Law and Practice Contributed by: Valery Freminot, Salina Sinon, Ruby Simeon and Hazel Naiken, Rivard Nariman
application altogether or it may recommend the annulment in whole or in part of any unau - thorised act or decision, the remedying of any omission of the government department and/or authority, or the re-evaluation of an application, specifying the grounds for its recommendation. A non-native investor who is not satisfied with the decision of the Investment Appeal Panel has a further right of appeal to the Supreme Court. 3. Corporate Vehicles 3.1 Most Common Forms of Legal Entity The most commonly used corporate vehicles for business activities in Seychelles are entities incorporated under the Companies Act 1972 and the law makes it a requirement that certain types of activities (such as banking or insurance oper - ations) conducted locally can only be carried out through “1972 companies”. These are similar in structure to British companies, with shareholder liability limited and governance placed under the control of directors. An interesting but somewhat antiquated feature of these companies is that they must have at least two shareholders and two directors. In contrast, the most popular entity for activities conducted outside of Seychelles is the Interna - tional Business Company (IBC), incorporated under the International Business Companies Act 2016 and often referred to as an “offshore com - pany” in the media. Information on the share - holders and directors of these companies is not readily available to the public and they are often used in holding structures. 3.2 Incorporation Process The processes of incorporating a 1972 company or an IBC are distinct and take place through
separate registries. A 1972 company may be incorporated by anyone – although, in practice, it is more expedient to use an attorney-at-law. Information on the company’s purpose, rules, shareholders and directors must be submitted to the Registrar of Companies. Incorporation typi - cally takes a few weeks. For an IBC, information on the company’s purpose, rules, shareholders and directors must be submitted to a corporate service provider, which may incorporate the entity within a day or two. 3.3 Ongoing Reporting and Disclosure Obligations All companies are required to submit informa - tion on their directors and shareholders. This information is submitted to a publicly accessi - ble registry for 1972 companies; however, the details submitted to the corporate service pro - vider on an IBC might not be disclosed to the public. Additionally, both types of companies must submit beneficial ownership information to the Financial Intelligence Unit, but the ben - eficial ownership register is not available for public access. In addition, 1972 companies are required to file annual returns at the Registrar of Companies. 3.4 Management Structures Both types of company (1972 companies and IBCs) are governed by directors (one-tier). 3.5 Directors’, Officers’ and Shareholders’ Liability In both types of entity, directors have a fiduciary duty to act in the best interests of the company. The concept of piercing the corporate veil exists, with UK legal precedent on the matter consid - ered a persuasive authority.
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