INTERNATIONAL CORPORATE SERVICE
PROVIDERS ACT, 2003

Arrangement of Sections

PART I

PRELIMINARY

1. Short title.

2. Interpretation.

PART II

LICENSING

3. Requirement of licence.

4. Duration and display of licence.

5. Registers of Licensed Service Providers.

6. Notification of changes.

7. Restriction as to names and descriptions.

PART III

DUTIES OF LICENSEES AND ADMINISTRATION

8. Duties of Licensees.

9. Auditing of accounts.

10. Functions of the Authority.

11. Delegation by Authority etc.

12. Confidentiality.

13. Directions and guidelines.

PART IV

ENFORCEMENT

14. Suspension.

15. Revocation.

16. Offences.

17. Review and appeal.

17A. Further enforcement action.

PART V

MISCELLANEOUS

18. Exemptions and concessions.

19. Ceasing of application of Investment Promotion Act.

20. Existing business.

SCHEDULE 1

SCHEDULE 2

SCHEDULE 3

SCHEDULE 4

10 of 2003,

29 of 2009,

21 of 2011.

SI 10 of 2004,

14 of 2005,

123 of 2014.

AN ACT to provide for the regulation of the providers of certain international corporate services and trustee services and for connected matters.

[Date of commencement: 8th March 2004]

PART I

PRELIMINARY

1. Short title.

This Act may be cited as the International Corporate Service Providers Act, 2003.

2. Interpretation.

(1) In this Act—

"the Authority" means the Seychelles International Business Authority established by the Seychelles International Business Authority Act;

"Court" means the Supreme Court of Seychelles;

"documents" means—

(a) any writing on any material;

(b) a book, graph, drawing or other pictorial representation or image;

(c) information recorded or stored by any electronic or other technological means and capable, with or without the aid of any equipment, of being reproduced;

"fit and proper", in relation to any person, means that the person satisfies the criteria set out in paragraph 3 of Schedule 3;

"foundation" means a foundation registered under the Seychelles Foundation Act, 2009;

[Ins by s 2(a)(i) of Act 29 of 2009 w.e.f.
30 December 2009.]

"foundation services" means any of the following services provided in or from within Seychelles—

(a) services connected with the formation, registration, management or administration of a foundation;

(b) serving as a registered agent, councillor or protector of a foundation;

(c) provision of registered office, of a foundation;

(d) such other services as may be prescribed;

[Ins by s 2(a)(i) of Act 29 of 2009 w.e.f.
30 December 2009.]

"foundation services licence" means a licence issued under section 3(5) of this Act authorising the licensee to carry on the business of providing foundation services;

[Ins by s 2(a)(i) of Act 29 of 2009 w.e.f.
30 December 2009.]

"international business company" means an international business company incorporated under the International Business Companies Act;

"international trust" means a trust established under the International Trusts Act;

"international corporate services" means the following services provided in or from Seychelles—

[Am by s 2(a)(ii) of Act 29 of 2009 w.e.f.
30 December 2009.]

(a) services connected with the formation, management or administration of a specified entity;

(b) serving as a registered agent, director or other similar officer of a specified entity;

(c) provision of a registered office, place of business or address for a specified entity;

(d) serving as a nominee shareholder in a specified entity;

(e) such other services as may be prescribed;

"international trustee services" means the following services provided in or from Seychelles—

[Am by s 2(a)(iii) of Act 29 of 2009 w.e.f.
30 December 2009.]

(a) services connected with the formation, registration or administration of an international trust;

(b) serving as a resident trustee of an International Trust;

(c) such other services as may be prescribed;

"international corporate services licence" means a licence issued under section 3(5) authorising the licensee to carry on the business of providing international corporate services;

"international trustee services licence" means a licence issued under section 3(5) authorising the licensee to carry on the business of providing international trustee services;

"licensee" means a person holding a licence under this Act;

[Rep and subs by s 2(a)(iv) of Act 29 of 2009 w.e.f.
30 December 2009.]

"management agreement" means a contractual agreement between a managed service provider and a managing service provider;

[Ins by s 2(a) of Act 21 of 2011 w.e.f. 27 December 2011.]

"managed service provider" means a licensed licensed under section 3(5)(a) and (c) and subject to condition that its business is carried on or managed by another licensee approved by the Authority;

[Ins by s 2(a) of Act 21 of 2011 w.e.f. 27 December 2011.]

"managing service provider" means a licensee approved by the Authority to carry on and manage the business of a managed service provider;

[Ins by s 2(a) of Act 21 of 2011 w.e.f. 27 December 2011.]

"prescribed" means prescribed by regulations made under this Act;

"specified entity" means—

(a) an international business company;

(b) a company incorporated in accordance with the Companies (Special Licences) Act;

(c) a limited partnership established under the Limited Partnerships Act; or

(d) such other corporate body as may be prescribed.

PART II

LICENSING

3. Requirement of licence.

(1) —

(i) A person shall not provide—

(a) international corporate services;

(b) international trustee services; or

(c) foundation services,

except under and in accordance with a licence issued under subsection (5).

(ii) The following persons shall not require a licence to provide services under subsection (1)(i)—

(a) an employee or director of a licensee who is fit and proper acting as a director, nominee shareholder or an officer for a specified entity or councillor;

(b) an international business company which is wholly owned and managed by a licensee or managed by a fit and proper person of the licensee acting as a director, nominee shareholder or an officer for a specified entity;

(c) an individual appointed as a director of a company holding a special licence under the Companies (Special Licences) Act, unless the Authority informs in writing that the individual serving in that capacity is not approved.

(iii) A person shall not be a managed service provider unless—

(a) a written management agreement is filed with the Authority; and

(b) authorisation has been obtained from the Authority.

(iv) A person who contravenes this section commits an offence and is liable on conviction to a fine not exceeding SCR300,000.

[S 3(1) rep and subs by s 2(b) of Act 21 of 2011 w.e.f.
27 December 2011.]

(2) An application for a licence to provide international corporate services, international trustee services or foundation services may be made to the Authority—

[S 3(2) am by s 2(b)(iv) and (v) of Act 29 of 2009 w.e.f.
30 December 2009.]

(a) by a company incorporated under the Companies Act, 1972;

[S 3(2)(a) am by s 2(b)(vi) of Act 29 of 2009 w.e.f.
30 December 2009.]

(b) in the form provided by the Authority and accompanied by such information and documents as the Authority may specify.

(3) Each application for an international corporate services licence, international trustee services licence or foundation services licence shall be accompanied by the application fee set out in Part 1 of Schedule 4;

[S 3(3) rep and subs by s 2(b)(vii) of Act 29 of 2009 w.e.f. 30 December 2009.]

(4) —

(i) The Authority shall, before granting a licence, ascertain that—

[S 3(4) renumbered as s 3(4)(i) by s 2(b)(ii) of Act 21 of 2011 w.e.f. 27 December 2011.]

(a) the applicant is a fit and proper person;

(b) each director and manager of the applicant is a fit and proper person; and

(c) the applicant has the necessary financial standing.

(ii) The Authority shall—

(a) notify the licensee or the licence applicant whether or not the proposed director or other members of the managerial staff have been determined by the Authority to be fit and proper persons; and

(b) where the Authority determines that a director or any members of the managerial staff has ceased to be fit and proper, the Authority shall notify the licensee of such determination.

[S 3(4)(ii) ins by s 2(b)(iii) of Act 21 of 2011 w.e.f.
27 December 2011.]

(5) If the Authority is of the opinion that it is in the public interest to approve an application for a licence and the applicant satisfies the requirements of this Act, the Authority may, upon payment of the annual licence fee set out in Part 2 of Schedule 4, issue a licence to provide—

(a) international corporate services;

(b) international trustee services; or

(c) foundation services,

subject to such terms and conditions as may be specified in the licence, and the Authority shall notify the applicant accordingly.

[S 3(5) rep and subs by s 2(b)(viii) of Act 29 of 2009 w.e.f. 30 December 2009.]

(6) Where the Authority decides not to grant a licence it shall notify the applicant of that fact and the reasons therefor.

(7) The Authority may at any time by written notice to the holder of a licence amend any conditions of the licence or impose additional or other conditions on the licence.

4. Duration and display of licence.

(1) A licence issued under this Act shall be valid unless suspended or revoked by the Authority.

[S 4(1) rep and subs by s 2(c)(i) of Act 21 of 2011 w.e.f. 27 December 2011.]

(2) A licensee shall in January of each year—

(a) pay the annual licence fee set out in Part 2 of Schedule 3; and

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