Register of Beneficial Ownership - Seychelles Beneficial Ownership Act and Regulation 2020-Company Formation_Trademark Registration_Tax Service - Hong Kong CPA

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What is Beneficial Ownership Act and Regulation 2020 of Seychelles?

Both Beneficial Ownership Act (“Act”) and Beneficial Ownership Regulation (“Regulation”)are newly introduced in 2020.
Every entity that fall within the following scope must comply with the requirement of the newly introduced act:

1.	a company, including an overseas company incorporated or registered under the Companies Act;
2.	an association registered under the Registration of Associations Act;
3.	an international business company incorporated, continued or converted under the International Business Companies Act;
4.	a protected cell company incorporated under the Protected Cell Companies Act or the International Business Companies Act;
5.	a company incorporated under the Companies (Special Licenses) Act;
6.	a partnership under the Civil Code of Seychelles Act;
7.	a foundation established under the Foundations Act;
8.	a resident trustee of an international trust under the International Trusts Act; and
9.	a general partner of a limited partnership under Section 4 of the Limited Partnerships Act.

Legal person or legal arrangement, including International Business Companies (here refers to the “Company”) that falls within the scope must identify its beneficial owners and must prepare and file the Register of Beneficial Owners (“RBO”) to the Financial Intelligence Unit (“FIU”).

What are the differences between the Act and Regulation?

The Regulation is for the purpose of exercising Sec. 5, 8, 10, 11 and section 13 read with Section 17 of the Act. Further information of the practical measure could be found in the Beneficial Ownership Guidelines issued jointly by Financial Services Authority (“FSA”) and FIU.

What is the reason to have the new legislation?

Despite the essential and legitimate role that companies owned in private section contribute to the global economy, some of them are misused for illicit purpose, such as money laundering, bribery and corruption, insider dealings, tax fraud, terrorist financing and other illegal activities.
By identifying the beneficial owners and the controlling person of a legal person, the Legislation enable the Authorities to identity of known or suspected criminals.

Who are the beneficial owners?

Defined by Sec. 3 of the Act and the Regulation, the beneficial owner includes natural persons that meet with any of the followings:
1. Ultimately have over 10% controlling ownership interest of a company; or
2. Exercise control of the legal person or arrangement through other means.
If no natural person meets the above statements, the natural persons who hold the position of a senior managing official of the company will be classified as the beneficial owners.
The company may adopt Cascading Test (also known as the three-tiered information-gathering approach) by OECD to ensure the availability of beneficial ownership information.

Who are the legal owners?

Similar with beneficial owner, legal owner also refers to the entity that holds shares, other rights or interest on behalf of other persons. The major different is legal owner can be a corporate structures, legal arrangement or legal person, but beneficial owner must be a natural person.
The natural person that has ultimate control of legal owner is also considered as the beneficial owner.
Companies are required to identify the legal owners in order to further identify the beneficial owner. It is not necessary to include the information of the legal owner on the RBO unless the legal owner is a nominee shareholder who holding share(s) on behalf the beneficial owner.

What do I need to do to comply with the new legislation?

Every beneficial owner of company that falls within the scope stated in Question 1 must complete and sign a Declaration of Beneficial Ownership (“Declaration of BO”), and the Company must prepare and file a Register of Beneficial Owner with specific format as per required by the Legislation.

What is a RBO?

It is a document with table that list out several information of the beneficial owner and, if applicable, the nominee and nominator.
The following are the minimal information that needs to be appeared on the RBO:
1. Name of company
2. Company Identification Number (“CI no.”)
3. Particular of beneficial owner:

	Name
	Residential address
	Service address
	Date of birth
	Nationality

4. Whether interest is held by nominee (if so, the information of item (a) – (e) in point 3 of the nominee and nominator should be included)

Will the information on the RBO be opened to the public?

No. The RBO will only be opened to inspect by authorized officer.

What should I do if there is change of beneficial owner?

Whenever there is change on beneficial owner or one’s particular, it is the beneficial owner’s obligation to inform the company within 14 days starting from the date of change. The Declaration of BO and updated RBO should be submitted to the FIU within 14 days starting from the notice of change received from the beneficial owner.

What is the penalty of non-compliance to the Act?

Pursuant to Sec. 5(3) of the Act, a company who fails to maintain the RBO or to maintain accurate and up to date information may commit an offence. The company will be liable to a penalty not exceeding SCR50,000 for each failure.
In case of contravention of the provisions of required information, in addition to the penalty upon the related company, every director, councilor of the legal person, a partner or a general partner of the company commit an offence and shall also be liable to a penalty not exceeding SCR50,000 for each contravention.
Besides, any beneficial owner, who fails to submit a Declaration of BO with the required information, commits an offence and is liable on conviction to imprisonment for a term not exceeding 1 year or to a fine of not less than SCR50,000 or to both.

Q Register of Beneficial Ownership - Seychelles Beneficial Ownership Act and Regulation 2020

A Q: What is Beneficial Ownership Act and Regulation 2020 of Seychelles? A: Both Beneficial Ownership Act (“Act”) and...

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