The Seychelles Financial Services Authority (FSA) has recently announced policy changes which relate to amendments to the Seychelles International Business Companies Act (the IBC Act). Companies must now record and file details of nominee shareholders and their nominators, ensuring compliance with new disclosure requirements. Nominee shareholders are required to submit a written declaration, confirming their nominee status and disclosing the identity details of their nominator.
As part of these changes, the deadline for submission to the Registered Agent has been revised from 17 December 2025 to 30 June 2025. We provide an overview of the changes below.
Key Changes & Compliance Obligations
Nominee Shareholding Disclosure
Companies must:
- Record the details of the nominator of any nominee member in their Register of Members (ROM)
- File this information with their Registered Agent (though it is not submitted to the Registry)
- Retain all declarations and notices at the Registered Office for the duration of the nominee arrangement and at least seven years thereafter
- Take action against nominators who fail to comply, as stipulated by the IBC Act, through “appropriate and dissuasive” measures to enforce compliance.
The FSA will conduct inspections of Registered Agents to ensure Companies meet their obligations.
Obligations for Nominee Shareholders
Nominee shareholders must provide a written declaration, signed by the nominee, disclosing:
- Their status as a nominee (confirming the arrangement)
- The identity information of the nominator
Required identity details vary for corporate and individual nominators as noted in the table below:
| Corporate Nominator Identity Information | Individual Nominator Identity Information |
| Legal name | Full name |
| Registered address | Residential address |
| Date of incorporation/registration | Date of birth |
| Place of incorporation/registration | Nationality |
| Incorporation/registration number | National identity number or equivalent (inclusive of passport number, where applicable) |
Submission & Updates
- Initial declaration: Must be provided within 21 days of appointment as a nominee
- Cessation: If a nominee ceases their role, written notice must be submitted within 21 days
- Changes to nominator details: Any updates require both a written notice and a revised declaration, submitted to the Registered Agent
Failure to comply may result in actions taken by Companies to ensure compliance.
Submission Deadline and Next Steps
The original deadline of 17 December 2025 has been shortened, with all submissions now due by 30 June 2025.
To improve the Seychelles’ international compliance standing and be removed from the EU’s ‘grey list’, the Seychelles Government has found it necessary to shorten the transitional period for the above new provisions in the IBC Act, which was previously 12 months from 18 December 2024.
Marbury will reach out to affected clients to assist Companies remain compliant. Fees will be chargeable for any update and submission.
For further details, the Seychelles FSA circular can be accessed here.
Please reach out to Marbury at info@marburys.com or your usual Marbury relationship manager if you have any queries regarding the above changes to the IBC Act.
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