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Seychelles IBC Annual Compliance: Obligations and Deadlines
Seychelles IBC annual compliance in one calendar: the US$140 fee, twice-yearly records lodging, the financial summary, registers and what each costs to miss.
Licensed auditor & chartered accountant · 6 years of experience in offshore accounting
A Seychelles IBC is cheap to keep, but it is not maintenance-free. Since the 2021 amendments on accounting records, it runs on fixed dates through the year, on top of the annual fee. In this post, we list every recurring obligation, when it falls due, who handles it and what missing it costs.
Quick Summary
The US$140 annual fee is due on or before each incorporation anniversary, late payment adds 10% within 90 days or 50% after, and a company still unpaid after 180 days is struck off and dissolved on day 181.
A registered office and a registered agent in Seychelles must be in place at all times, and a company without an agent owes US$100 plus US$25 a day.
Accounting records are kept for 7 years from each transaction, and records held outside Seychelles are lodged at the registered office by the end of July and the end of January.
Every IBC except a holding company with turnover of SCR 50 million or less prepares an annual financial summary within 6 months of its year end.
The registers of members, directors, beneficial owners and charges stay current, with beneficial ownership changes declared within 21 days and reviewed once a year.
A standard IBC files no annual return, needs no audit and holds no AGM, and under Revenue Commission guidance one with no Seychelles activity or income has no business tax return to file.
What Good Standing Means for a Seychelles IBC
In law, an IBC is in good standing when it is on the register and has paid every fee and penalty due. The Registrar applies that test before issuing a certificate of good standing, the US$25 document banks and counterparties ask for (section 351 of the International Business Companies Act 2016).
Staying there also takes a registered office and agent at all times, plus current registers and records, since a failure on any of them can bring penalties or a strike-off. The duties start once Seychelles company formation is complete: the fee follows the incorporation date, and the registers must exist from day one.
Seychelles IBC Compliance Calendar
The fee and the ownership review follow your incorporation anniversary, and the financial summary date assumes the default calendar financial year.
Obligation | When it is due | Who does it | Law |
|---|---|---|---|
Annual fee (US$140) | On or before each anniversary of incorporation | The company, through its registered agent | IBC Act s.12 |
January to June accounting records lodged | By the end of July | The company, at its registered office | IBC Act s.175; FSA Circular 9/2021 |
July to December accounting records lodged | By the end of January | The company, at its registered office | IBC Act s.175; FSA Circular 9/2021 |
Annual financial summary | Within 6 months of the financial year end (June for a calendar year) | The company, kept at its registered office | IBC Act s.175 |
Beneficial ownership review | Once a calendar year, including once in the 3 months before the anniversary; declaration kept with the agent within 1 month after it | The company | BO Regulations reg 13 |
Register of directors refiled | Within 30 days of any change | The company, filing with the Registrar | IBC Act s.152 |
Nominee director details recorded | One-off, by 31 December 2026 | The company, in its register of directors | Act 13 of 2026 |
Business tax return | 31 March for a calendar year; only IBCs with Seychelles income or in a multinational group | The company, filing with the Revenue Commission | Business Tax Act s.57; SRC guidance |
The two lodging dates apply only when the original records are kept outside Seychelles.
The Annual Fee and Renewal
Every standard IBC pays a US$140 annual fee to the Registrar, through its registered agent, on or before each anniversary of its incorporation (section 12; FSA fee schedule). It is the government’s part of what a Seychelles company costs each year and the main step in the annual renewal.
Late payment adds 10% of the fee within 90 days of the due date, or 50% after, which is US$14 or US$70. If the fee or penalty is still unpaid 180 days after the due date, the Registrar strikes the company off and dissolves it on the 181st day, with no show-cause notice first (FSA Circular No. 2 of 2025). The FSA sends registered agents a list of their companies due for strike-off 3 months ahead.
Registered Office and Registered Agent
Every IBC must have a registered office and a registered agent in Seychelles at all times (sections 161 and 164). The registered office is the agent’s principal place of business in Seychelles, and the agent is a corporate service provider licensed by the FSA.
An agent that resigns gives the company at least 30 days’ written notice (section 167). A company left without one is liable to US$100 plus US$25 a day, as is each director who knowingly permits it, and can be struck off (sections 164 and 272).
Accounting Records and the Twice-Yearly Lodging
Under the accounting records rules in sections 174 and 175 of the IBC Act, an IBC keeps reliable records that explain its transactions, for at least 7 years from the completion of each one. The originals can sit anywhere, but when they are kept outside Seychelles, a copy is lodged at the registered office twice a year, and an electronic copy is enough (FSA Circular No. 9 of 2021):
January to June records, by the end of July
July to December records, by the end of January
Annual Financial Summary: Which Companies Prepare One
Every IBC prepares an annual financial summary within 6 months of its financial year end, except a holding company with no trade of its own and turnover of SCR 50 million or less (section 175; FSA IBC Guidelines paras 32.13 to 32.15). A trading company prepares one at any turnover. The summary is kept at the registered office, not filed.
Registers You Must Keep Current
Only the register of directors has to be filed with the Registrar.
Register | Where it sits | Filed or public | Update deadline |
|---|---|---|---|
Members | Registered office | Not filed, and so not public, unless the company chooses to file it | Kept up to date; a nominee’s declaration within 21 days of appointment |
Directors | Registered office, with a copy at the Registrar | Filed; names and appointment dates public from 1 January 2027 | Copy refiled within 30 days of any change; nominee status recorded by 31 December 2026 |
Beneficial owners | Resident agent’s office, uploaded to the FIU database | Not public | Owner declares within 21 days, company updates within 14, agent uploads within 14 |
Charges | Registered office | Registering a charge with the Registrar is optional | No fixed deadline in the Act |
Under the IBC (Amendment) Act 2026, nominee directors and the person they act for are recorded by 31 December 2026, and from 1 January 2027 current directors’ names and appointment dates become public through the Registrar. Shareholders stay private.
Beneficial owners are the individuals who ultimately own or control 10% or more of the shares or voting rights, or control the company by other means. Under the Beneficial Ownership Act 2020, an owner notifies the company of a new holding or a change within 21 days, the company updates the register within 14 days, and the resident agent uploads it to the Financial Intelligence Unit’s database within 14 days. The register is not public, but regulators, law enforcement and the courts can require its contents from the resident agent (section 14 of that Act).
Each calendar year the company also reviews and verifies its beneficial owners, a refresh of the identity checks done at formation, on the timetable in the calendar above. Missing the review or its declaration carries a penalty of up to SCR 20,000 (Beneficial Ownership Regulations reg 13).
Tax Filings and Economic Substance
An IBC with no activity and no income in Seychelles has no business tax return to file, according to the Seychelles Revenue Commission’s guidance for IBCs. One with Seychelles-source income files within 3 months of its year end, 31 March for a calendar year, even when no tax is due (section 57 of the Business Tax Act 2009).
For tax, economic substance matters only for an IBC in a multinational group. Since mid-September 2021, such a company’s foreign interest, dividends, royalties and rents are taxed in Seychelles unless it has adequate substance there, and its foreign trading income is taxed unless earned through a permanent establishment abroad (Business Tax (Amendment) Act 2020). The Revenue Commission’s return form for multinational and group businesses expects these companies to file and has a schedule for foreign income that is not taxable.
Compliance for a Company With No Activity
Seychelles law has no formal dormant status, so a company with no activity pays the same annual fee and keeps the same registered office, agent and registers as a trading one. For accounting records, the FSA accepts a directors’ declaration to the registered agent for any period with no trading (Guidelines para 32.10).
What Annual Compliance Costs
Government fees come to US$140 a year. Our annual compliance service is US$850 a year and includes that fee, the registered office, register and beneficial ownership upkeep, support with the July and January lodging, and deadline reminders. Accounting is extra, from US$350 a year, and only needed once there are transactions to book.
Formation plus two renewals puts the three-year cost of a standard IBC at US$2,550 with us, US$410 of it government fees.
Penalties for Missing a Deadline
Obligation | Maximum penalty | Law |
|---|---|---|
Annual fee | 10% within 90 days, 50% after; struck off and dissolved on day 181 if still unpaid | IBC Act s.12, s.272 |
Accounting records, lodging or summary | Up to US$10,000 for the company and US$10,000 for a director who knowingly allows it; Registrar’s scale US$5,000 plus US$100 a day for a missed lodging or summary | IBC Act s.174, s.175; Guidelines Annexure 30 |
Register of directors not filed | Up to US$5,000 for the company and US$5,000 for a knowing director | IBC Act s.152 |
No registered agent | US$100 plus US$25 a day, for the company and each knowing director | IBC Act s.164 |
Beneficial ownership register | Up to SCR 150,000 per failure, for the company and each director | BO Act s.5 |
Fees and penalties already owed survive a strike-off. Companies that do not renew lose the most: the company ceases to exist, its remaining property vests in the Government of Seychelles, and restoration within 5 years costs US$300 within 6 months of the strike-off or US$600 after, plus every unpaid fee and penalty.
After a 30-day show-cause notice and a Gazette notice, the Registrar can also strike off a company that fails to file its register of directors, has no registered agent, fails to keep its registers or accounting records, or fails to keep and upload its beneficial ownership register (section 272).
FAQ
Does a Seychelles IBC have to file an annual return?
No. The old annual return, a yearly declaration to the registered agent, was repealed in 2021, and filing financial statements with the Registrar is optional (section 350). The exception is an IBC with assessable income in Seychelles, which notifies the Registrar within one month of its first such income and files an Annual Return within one year, or faces a penalty of up to US$10,000 (section 361).
Does a Seychelles IBC need an audit?
No. A standard IBC has no audit requirement. The exception is an IBC with assessable income in Seychelles, whose section 361 Annual Return includes the documents the Companies Act requires, which the FSA Guidelines describe as audited accounts.
Does a Seychelles IBC have to hold an AGM?
No. A standard IBC has no AGM requirement and needs no company secretary. Decisions are recorded in minutes and resolutions of the directors and members, kept for at least 7 years (sections 125 and 156).
What happens if my registered agent resigns?
The agent gives at least 30 days’ written notice naming a resignation date, and the company appoints a new agent by then, without needing the outgoing agent’s consent. If it does not, the agent can file its resignation with the Registrar, and from then on the company owes US$100 plus US$25 a day and faces a strike-off until it appoints one (sections 164, 167 and 169).
