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What Happens If You Don't Renew Your Seychelles IBC
Miss a Seychelles IBC renewal and the fee rises 10%, then 50% after 90 days. On day 181 the company is struck off and dissolved. Here is what that means.
Licensed auditor & chartered accountant · 6 years of experience in offshore accounting
A missed renewal does not close a Seychelles IBC overnight, but the clock starts on the anniversary of incorporation and runs out on day 181. In this post, we’ll walk you through the timeline from the first late day to the strike-off, what being struck off and dissolved means for the company and its assets, how to check a company’s status, and how to restore one that has already gone.
Quick Summary
A late annual fee carries a 10% penalty within 90 days of the anniversary and a 50% penalty after that.
If the fee is still unpaid 180 days after the due date, the company is struck off and dissolved on day 181, a rule enforced since 1 April 2025.
A dissolved company stops existing as a legal entity, and any property it still holds vests in the Government of Seychelles.
The liability of members, directors and officers is unaffected, and the unpaid fee and penalties stay owed.
Restoration is possible within 5 years, for US$300 within 6 months of strike-off or US$600 after, plus all outstanding fees and records in order.
A company you no longer need is better wound up voluntarily, which ends with a certificate of dissolution, than left to lapse.
The Timeline After a Missed Renewal
Every Seychelles IBC other than a protected cell company owes the Registrar an annual fee of US$140, due on or before each anniversary of its incorporation and paid through its registered agent (section 12 of the International Business Companies Act 2016). Miss that date and the late renewal penalty applies from the next day.
When | What happens | Cost on the US$140 fee |
|---|---|---|
The anniversary | The annual fee falls due | US$140 |
Days 1 to 90 after it | A 10% penalty is added | US$140 plus US$14 |
Days 91 to 180 | The penalty rises to 50% | US$140 plus US$70 |
Day 181 | Struck off and dissolved on the same day | US$210 still owed, plus US$300 or US$600 to restore |
Until the fee and penalty are paid, the Registrar will not issue a certificate of good standing (section 351).
Each month, the Registrar sends every registered agent a list of its companies due to be struck off in 3 months’ time, with the exact date. The Act requires no notice to the company itself for this ground. In the FSA’s example in Circular No. 2 of 2025, a company with a 1 February 2025 anniversary that has not paid by 31 July, the 180th day, is struck off and dissolved on 1 August.
Before the IBC (Amendment) Act 2024, an unpaid company was struck off only on the next 1 January. Now it happens on day 181, wherever that falls in the year.
What Struck Off and Dissolved Means
Struck off means the Registrar has removed the company’s name from the Register of IBCs, and for a Seychelles IBC, dissolution follows on the same date (section 275). From that day:
the company “ceases to exist as a legal entity” and may not do business or take on debts (section 336)
its former directors and members cannot run its business, deal with its assets or act for it, though they can still apply to restore it (section 274)
any property it had not disposed of vests in the Government of Seychelles (section 279)
the liability of its members, directors and officers is unaffected, and a member who lets a dissolved company keep doing business is personally liable for the debts it takes on (sections 274 and 336)
the unpaid fee and penalties stay owed, although penalties stop growing on the strike-off date (sections 272 and 274)
How to Check Whether a Seychelles IBC Has Been Struck Off
The FSA’s online Struck-Off and Dissolved IBC Search finds a company by IBC number or name and shows whether it is struck off or dissolved, with the effective date. Active companies do not appear in the results.
For official confirmation, order a certificate of official search from the Registrar for a US$25 government fee, which states the company’s status and the due date of its annual fee (section 352). The monthly Gazette list of companies struck off for non-payment comes later, and the strike-off takes effect on the day the Registrar acts, not on the date of that notice (section 272(5)).
How to Restore a Struck-Off Seychelles IBC
A company can come back through the Registrar or the Court, and either way the FSA’s IBC Guidelines expect it to produce 7 years of accounting records (paras 41.6 and 41.13).
Registrar (section 276) | Court (section 277) | |
|---|---|---|
Who can apply | A creditor, or a current or former member, director or liquidator, through a licensed corporate service provider acting as the company’s registered agent | The same people, or anyone else who can show an interest |
Time limit | 5 years from strike-off | 5 years from strike-off |
Government cost | US$300 within 6 months, US$600 after, plus all outstanding fees and penalties | US$600 to file the Court order, plus all outstanding fees and penalties |
Conditions | Accounting records, registers and beneficial ownership in order, and no adverse information on the company or its beneficial owners | The same compliance tests |
When it applies | Every case except the three Court-only grounds | Required after a strike-off for fraud, risk to Seychelles’ reputation, or a banned or unlicensed activity under section 5 |
Under either route, the company is treated as if it had never been struck off, and property that vested in the Government comes back to it or is paid for (sections 276(6), 277(9) and 279).
Other Compliance Failures That Lead to Strike-Off
Unpaid fees are not the only way off the register. Section 272 also lets the Registrar strike off a company that falls behind on its annual compliance obligations, including one that:
has no registered agent
has not filed its register of directors or another document the Act requires
does not keep its registers or its accounting records
does not answer a request for information from the Registrar, the Seychelles Revenue Commission or the Financial Intelligence Unit
has not kept or uploaded its register of beneficial owners
For these grounds the process is slower: a notice giving the company 30 days to show cause, then a Gazette notice, and only 60 days after that can the Registrar strike it off (section 272(2) and (3)).
If You No Longer Need the Company
A company you have stopped using still owes its fee every year. You can keep it dormant or close it properly by voluntary winding up, which ends with a certificate of dissolution. Letting the fee lapse leaves US$210 owed and hands the company’s remaining property to the Government of Seychelles.
If your company has fallen behind, we can help bring it back into good standing before day 181, while the fix is still a late fee rather than a restoration.
FAQ
Can I restore my Seychelles IBC after five years?
No. Both restoration routes close 5 years after the strike-off (sections 276 and 277), and the IBC Guidelines commit the Registrar to a yearly list of companies dissolved for more than 5 years, which can no longer be restored. If you still need a Seychelles company after that, a new one has to be formed.
Can late renewal penalties be waived?
Only at the Registrar’s discretion. Section 354 allows a waiver of all or part of any penalty fee “for good cause”, but there is no right to one. One allowance is automatic: if the Registrar’s office is closed on the due date, paying on the next working day carries no penalty (IBC Guidelines para 9.1).
Can I appeal a strike-off?
Yes, to the FSA Appeals Board within 90 days of the Gazette notice of the strike-off (section 273), with a further appeal to the Court within 30 days of the Board’s decision. Where the fee simply went unpaid, restoration is the route that fixes it.
Will my registered agent warn me before strike-off?
The Registrar warns the agent, not the company. Its monthly list gives each agent 3 months’ notice, but the Act requires no notice to the company itself before a strike-off for unpaid fees, so treat the anniversary as your deadline.
