The original definition of Beneficial Ownership is described in the Beneficial Ownership Act released in March 2020 and can be broken down into two parts:
- one or more natural persons who ultimately own or control a customer; or
- the natural person or persons on whose behalf a transaction is being conducted and includes those natural persons who exercise ultimate effective control over a legal person or a legal arrangement
The Act applies to a Company incorporated under the Companies Act and to an International Business Company (IBC) incorporated under the International Business Companies Act, amongst other legal persons. It does not apply to a listed company or a company incorporated outside Seychelles.
Submission of the Beneficial Ownership Form is to be facilitated by the company secretary for a company incorporated under the Companies Act and by the registered agent of an IBC incorporated under the International Business Companies Act.
Given the number of situations in which the beneficial ownership law applies, this broad and relatively simple definition has been expanded on in the Beneficial Ownership Regulations released in August of 2020. Here, the determination of the Beneficial Ownership is greatly expanded on in a number of circumstances so as to include:
- legal persons or legal arrangements;
- foundations;
- partnerships with legal personality;
- trust and other legal arrangements;
- legal persons or legal arrangements in insolvent liquidation, administration or receivership proceedings;
- receiver being appointed; and
- deceased shareholder.
The Regulations further clarify other topics such as the holding of shares, voting rights, holding shares and rights indirectly, rights exercisable in certain circumstances, rights attached to shares held by way of security and shares held by nominees.
Information in the Regulations also describes the Form for the Register of Beneficial Ownership and how it is to be submitted, the Declaration Form for new Beneficial Owners, the circumstances in which a specified entity (certain government agencies) can search the Beneficial Ownership Database and with whom they may share their information obtained.
The Financial Intelligent Unit (FIU) has been designated as the agency tasked to maintain the Seychelles Beneficial Ownership Database. The agency is currently in the building phase of their online platform required to upload the Register of Beneficial Ownership and as such the Register will not have to be submitted until such online platform is ready to perform live. A testing phase is to begin from January 31 2021 and the deadline for populating of the Beneficial Ownership Database is extended to 1 May 2021.
If any clarification is required to the Beneficial Ownership Act, Beneficial Ownership Regulations, or Anti-Money Laundering and Countering the Financing of Terrorism Act do not hesitate to contact Christen Chambers.
