CHAPTER 226
STAMP DUTY ACT

Arrangement of Sections

PART I

PRELIMINARY

1. Short Title.

2. Interpretation.

3. Appointment of Stamp Duty Commissioner and Authorised Officers.

4. Powers of Commissioner and authorised officers.

5. Duties etc. to be paid into revenues.

PART II

STAMPS

6. Duties to be paid by means of stamps.

7. Revenue stamps.

8. Notice of discontinuance of stamps.

9. Compounding duty on cheques.

PART III

CHARGING AND STAMPING OF INSTRUMENTS

10. Instruments chargeable with duty.

11. Requirements for stamping chargeable instruments.

12. Law to be applied in charging duty.

13. Persons responsible for stamping instruments.

14. Duplicates and lost instruments.

15. Manner in which instruments are to be written.

16. Facts affecting duty to be truly set out in instruments.

17. Period allowed for stamping instruments.

18. Stamping out of time; validating duty.

PART IV

PAYMENT OF STAMP DUTY

19. Persons liable for payment of duty.

20. Denotation of payment of duty.

21. Cancellation of adhesive stamps.

22. Adjudication by Commissioner on request.

23. Adjudication by Commissioner ex proprio motu of instruments chargeable with ad valorem duty.

24. Appeal against Commissioner's adjudication.

PART V

RESTRICTIONS RELATING TO INSTRUMENTS NOT DULY STAMPED

25. Restriction on admissibility in evidence.

26. General restrictions affecting unstamped instruments.

27. Impounding of unstamped chargeable instruments.

PART VI

SPECIAL PROVISIONS RELATING TO COMPANIES

28. Restriction on registration of transfer of shares.

29. Relief in case of reconstruction or amalgamation.

30. Relief for transfers between associated companies.

PART VII

SPECIAL PROVISIONS RELATING TO BILLS OF EXCHANGE

31. Restrictions affecting bills not duly stamped.

32. Foreign bills and notes.

33. Bills and notes purporting to be drawn outside Seychelles.

PART VIII

ALLOWANCES, REFUNDS AND RECOVERY OF DUTY

34. Allowance for spoiled stamps.

35. Applications for allowance under section 34.

36. Allowance for misused stamps.

37. Refund of erroneous assessments and form of allowances.

38. Recovery of unpaid stamp duty.

39. Commissioner's privilege for unpaid stamp duty.

PART IX

PENALTIES AND OFFENCES

40. Penalties for certain acts and omissions relating to instruments.

41. Offences and punishment.

42. Liability of corporate bodies etc. and officers.

43. Search warrants.

PART X

MISCELLANEOUS

44. Liability of persons inter se not to affect proceedings.

45. Responsibility for loss or damage.

46. Certain conditions or agreements to be void.

47. Exemptions and remissions.

48. Regulations.

49. Instruments stamped prior to this Act.

SCHEDULE

4 of 1975,

23 of 1976,

11 of 2015.

SI 95 of 1975,

72 of 1976,

116 of 1980,

20 of 1982,

63 of 1992,

13 of 1996,

3 of 2006,

34 of 2011.

[Date of commencement: 1st January 1976]

PART I

PRELIMINARY

1. Short Title.

This Act may be cited as the Stamp Duty Act.

2. Interpretation.

In this Act, unless the context otherwise requires—

"authorised officer" means a public officer authorised to perform the functions of an authorised officer under section 3, and includes the person for the time being holding or acting in the office of Stamp Duty Commissioner;

"company" means a company incorporated in Seychelles or elsewhere;

"Commissioner" means the Stamp Duty Commissioner appointed by the President under section 3 and, in relation to any function conferred on the Commissioner by this Act, includes any public officer appointed to assist the Commissioner under section 3 who is for the time being authorised by the Commissioner to exercise such function;

"duly stamped" in relation to an instrument chargeable with stamp duty, shall be construed in accordance with section 11;

"duty" means stamp duty chargeable under this Act;

"function" includes any power or duty;

"instrument" includes any written document;

"mortgage" means a charge or security by way of mortgage for the payment of any sum of money advanced or lent at the time or previously due and owing or, being payable, foreborne to be paid, or for the repayment of money to be thereafter lent, advanced or paid, or which may become due upon account current with or without any sum already advanced or due, as the case may be, and includes—

(a) any agreement, contract or bond, accompanied with other instruments evidencing a right to property, for making a mortgage;

(b) any instrument operating as a mortgage of any stock or marketable security;

(c) an ex-officio inscription under the Mortgage and Registration Act;

"receipt" includes any note, memorandum or writing whereby any money exceeding twenty rupees or any bill of exchange or promissory note or cheque for money exceeding twenty rupees is acknowledged or expressed to have been received or deposited or paid, or whereby any debt or demand or any part of a debt or demand exceeding twenty rupees is acknowledged to have been settled, satisfied or discharged, or which signifies or imports any such acknowledgement and whether the same is or is not signed with the name of any person;

"revenue stamp" means a revenue stamp provided under section 7;

"stamp" means a revenue stamp.

"stamp duty" means stamp duty chargeable under this Act;

"transfer on sale" includes any instrument and any decree or order of any Court whereby any property, whether movable or immovable, or any interest in any property is, upon the sale thereof, transferred to or vested in a purchaser or any other person on his behalf or by his direction;

"validating duty" means validating duty payable under the provisions of section 18.

[Note: There is no s 2(1) in the Act as gazetted.]

(2) Any transfer, not being a disposition made in favour of a purchaser or encumbrancer or other person in good faith and for valuable consideration, shall, for the purposes of this Act, be deemed to be a transfer operating as a voluntary disposition inter vivos and, except where marriage is the consideration, the consideration for any transfer shall not for this purpose be deemed to be valuable consideration where the Commissioner is of the opinion that by reason of the inadequacy of the sum paid as consideration or other circumstances the transfer confers a substantial benefit on the person to whom the property is transferred.

(3) References in this Act to marketable securities include, for the purpose of the charging of duty thereon (whether or not transferable by delivery) references to the following instruments, that is to say—

(a) a marketable security made or issued by or on behalf of any company or body of persons, corporate or unincorporated, formed or established in Seychelles;

(b) a marketable security by or on behalf of any foreign State or government, or any Commonwealth or foreign municipal body, corporation or company (hereinafter called a "foreign security") which—

(i) is made or issued in Seychelles;

(ii) although originally issued out of Seychelles, is offered for subscription and is given or delivered to a subscriber in Seychelles; or

(iii) is assigned, transferred or in any other manner negotiated in Seychelles;

(c) a marketable security by or on behalf of the government of any country in the Commonwealth which, if the borrower were a foreign government, would be a foreign security;

(d) a share warrant or stock certificate to bearer, or any other instrument to bearer, by means of which any share or stock of any company or body of persons formed or established out of Seychelles is assigned, transferred or in any manner registered in Seychelles.

(4) An instrument used for the purpose of the assigning, transferring or in any manner negotiating the right to any marketable security, share or stock shall, if the delivery thereof is by usage treated as sufficient for the purpose of a sale on the market, whether that delivery constitutes a legal assignment, transfer or negotiation or not, be deemed to be a marketable security transferable on delivery or an instrument to bearer, as the case may be, and the delivery thereof an assignment, transfer or negotiation.

3. Appointment of Stamp Duty Commissioner and Authorised Officers.

(1) There shall be a Stamp Duty Commissioner appointed by the President*, and such other officers as the President may appoint for the purpose of assisting the Commissioner in the exercise of his functions under this Act.

(2) The Minister may by writing under his hand authorise any public officer** to exercise and perform all or any of the functions conferred by this Act upon authorised officers.

4. Powers of Commissioner and authorised officers.

(1) The Commissioner or any authorised officer may for the purpose of performing any of the functions conferred upon him by or under this Act require proof of any matter which the Commissioner or authorised officer, as the case may be, may deem necessary for the due performance of his functions.

(2) The Commissioner and every authorised officer may, respectively, for the purposes of subsection (1), administer oaths and take any declaration or solemn affirmation.

(3) The Commissioner may require any person executing, or any person employed or being concerned in or about the preparation of, any instrument to give evidence on oath or in such other manner as the Commissioner may require as to the fullness and truth of the facts and circumstances set forth in such instrument; and for the purpose of taking such evidence the Commissioner may summon any such person to appear before him and the person so summoned shall be bound to appear and to answer such questions and to produce such documents as the Commissioner may put to him or require to be produced, as the case may be, relating to the facts and circumstances aforesaid.

(4) Without prejudice to any other functions conferred on the Commissioner by this Act in relation to the same or any similar question, the Commissioner may require to be furnished with such evidence as he may deem necessary in respect of any instrument in order to show to his satisfaction whether all the facts and circumstances affecting the liability of the instrument to duty, or the amount of duty chargeable thereon, are fully and truly set forth therein, and may refuse to proceed upon any application to him under this Act until such evidence has been furnished accordingly.

[*Note to 1991 Ed: Registrar of Deeds has been appointed as the Stamp Duty Commissioner (G.N.484/1975).

**Deputy Registrar General and the Higher Executive Officer in the Registrar General's department have been authorised to exercise the functions conferred on authorised officers (G.N.485/1975).]

5. Duties etc. to be paid into revenues.

All stamp duties, penalties and other monies paid to or collected by the Commissioner under this Act shall be paid into the general revenues of Seychelles.

PART II

STAMPS

6. Duties to be paid by means of stamps.

Subject to the provisions of this Act, all duties with which any instrument is chargeable under this Act shall be paid by means of stamps in such manner as the Minister may, by order, prescribe.

7. Revenue stamps.

(1) The Minister may cause to be provided revenue stamps of such kinds and denoting such values as he may consider necessary for the purposes of this Act.

(2) The Minister may in his discretion authorise the grant of a licence—

(a) to any person to deal in revenue stamps;

(b) to any person to impress revenue stamps on material and to deal in such material;

(c) to any bank to issue cheque forms on which the payment of duty is denoted in such form as may be prescribed;

(d) to any person in respect of a revenue franking machine for impressing upon prescribed instruments or classes of instruments the proper revenue stamps.

(3) Every licence so granted shall be subject to—

(a) the terms and conditions contained therein;

(b) such terms and conditions as may be prescribed,

and may be revoked by the Minister at any time.

(4) An authorised officer may deal in revenue stamps when acting in the course of his duty.

8. Notice of discontinuance of stamps.

Where it is intended that the use of any revenue stamp for the purposes of this Act shall be discontinued, notice of such intention shall be published in the Gazette stating the date on which such discontinuance shall take effect, not being a date earlier than thirty days from the publication of such notice.

9. Compounding duty on cheques.

(1) The Commissioner may, with the approval of the Minister, enter into an agreement with any banker for the composition of stamp duty on unstamped cheques on the following conditions—

(a) that the said cheques shall be drawn and issued on forms to be supplied or adopted by the said banker;

(b) that the said banker shall levy upon or charge to the person to whom such cheques are issued the duty payable under this Act;

(c) that the said cheques shall as soon as possible pay to the Commissioner the amount due and collected as duties on such cheques issued during such periods or intervals not exceeding three months as may be agreed, and shall render an account with each such payment in such form as the Commissioner may require;

(d) that the said banker shall deposit with the Commissioner such sums as the Commissioner may direct as security for the due payment of any moneys payable under paragraph (c).

(2) Cheques drawn and issued on forms supplied or adopted by such banker in accordance with this section shall be deemed to be duly stamped.

PART III

CHARGING AND STAMPING OF INSTRUMENTS

10. Instruments chargeable with duty.

Subject to the provisions of this Act and to the express provisions of any other law, the several instruments specified in the Schedule shall be chargeable with the several duties so specified where—

(a) in the case of any bill of exchange or promissory note, the instrument is issued, transferred, negotiated or presented for payment within Seychelles; or

(b) in the case of any other instrument, the instrument relates to anything situate or performed or done or to be performed or done within Seychelles.

(2) The rules, explanations, notes, directions and exemptions in the Schedule shall have effect in relation to the matters therein specified.

[*(3) Any provision of this Act to the contrary notwithstanding, this Act and its various provisions charging duties on instruments shall have no application to any secured transaction under the Secured Transactions Act, 2015 or to any related agreement, document or instrument and any such related agreement, document or instrument is exempt from the provisions of this Act.]

[*Section 10(3) will be inserted by s 55 of Act 11 of 2015, which had not yet come into operation as at
31 December 2015.]

11. Requirements for stamping chargeable instruments.

An instrument chargeable with duty shall be deemed not to be duly stamped for the purposes of this Act unless—

(a) the payment of the duty chargeable upon the instrument is denoted thereon in accordance with section 20; and

(b) where the payment of the duty is denoted by an adhesive stamp, such adhesive stamp has been cancelled in accordance with section 21; and

(c) the requirements of paragraphs (a) and (b) were complied with at or within the time laid down by section 17, or the instrument has been produced to an authorised officer and has been stamped under the provisions of section 18; and

(d) in the case of a transfer, the duty chargeable in respect thereof has been assessed and certified by the Commissioner under section 22 or 23; or the transfer has been registered under the Mortgage and Registration Act or the Land Registration Act and the instrument in either case satisfies the requirement in paragraph (a) above.

12. Law to be applied in charging duty.

(1) The duty chargeable on any instrument shall be determined—

(a) in the case of an instrument executed within Seychelles by any party thereto, whether or not the instrument is also executed outside Seychelles by any other person, in accordance with the law in force at the date when the instrument is executed in Seychelles by the last party so doing;

(b) in the case of a bill of exchange or promissory note executed outside Seychelles, in accordance with the law in force when such instrument is first transferred, negotiated or presented for payment within Seychelles;

(c) in the case of any other instrument wholly executed outside Seychelles, in accordance with the law in force when such instrument is first brought into Seychelles.

(2) Subject to subsection (1), duty chargeable under this Act in respect of any instrument shall be determined by reference to the amount of duty or, as the case may be, the rate of duty in force on the date when the instrument is presented for stamping.

13. Persons responsible for stamping instruments.

Where any instrument chargeable with duty is not duly stamped, the person or persons, as the case may be, responsible for stamping such instrument shall be the person or persons respectively specified in that behalf in the Schedule.

14. Duplicates and lost instruments.

(1) The duplicate or counterpart or a copy of any instrument chargeable with duty shall not be chargeable with duty but, upon the production thereof together with the original instrument to an authorised officer and on payment of the prescribed fee, such authorised officer shall denote on such duplicate, counterpart or copy the amount of duty paid and denoted on the original instrument.

(2) Upon proof of the loss or destruction of an instrument and of the fact that such instrument was stamped and that the duty so paid has not been refunded and upon payment of the prescribed fee, an authorised officer may denote on the duplicate or counterpart or on a copy of such instrument the amount of duty paid upon the lost or destroyed instrument.

(3) Upon proof of the loss or destruction of a duly stamped bill of exchange forming one of a set, any other bill of the set which has not been issued or in any manner negotiated apart from the lost or destroyed bill may, although unstamped, be admitted in evidence to prove the contents of the lost or destroyed bill.

15. Manner in which instruments are to be written.

(1) Every instrument written upon stamped material is to be written in such manner, and every instrument party or wholly written before being stamped is to be so stamped, that the stamp may appear on the face of the instrument and cannot be used or applied to any other instrument written upon the same piece of material:

Provided that such instruments or class or classes of instruments as may be prescribed may be stamped on the back thereof.

(2) Every instrument chargeable with duty shall be written in French or in English or, if written in any other language, shall have annexed thereto an accurate translation thereof into French or English certified as satisfactory under the hand of the Commissioner.

16. Facts affecting duty to be truly set out in instruments.

All the fats and circumstances affecting the duty chargeable in respect of any instrument shall be fully and truly set out in the instrument.

17. Period allowed for stamping instruments.

(1) Every instrument chargeable with duty may be stamped before, and (save as otherwise provided in this section) shall be stamped not later than thirty days after, the execution thereof.

(2) Any unstamped or insufficiently stamped instrument which has been executed at any place outside Seychelles may be stamped at any time within thirty days after it is first received within Seychelles on payment of the unpaid duty; and it shall be the responsibility of the person first received any such instrument in Seychelles to note thereon the date of receipt and to sign such note.

(3) Any instrument referred to the Commissioner for adjudication under section 22 shall be stamped with the duty assessed by the Commissioner—

(a) where the instrument is returned by post addressed to the person by whom it was referred to the Commissioner, not later than thirty days after the date of posting; or

(b) where the instrument is delivered personally to such person or his representative, not later than thirty days after the date of delivery,

and if such instrument is stamped within such period, no validating duty other than the validating duty included in such assessment shall be payable.

(4) A bill of exchange drawn in a set of which one of the set is duly stamped shall, if such bill becomes chargeable with duty by reason of its issue or negotiation apart from the stamped bill, be stamped within thirty days after such issue or negotiation.

(5) A receipt shall be stamped by the person by whom it is given before he delivers it out of his hands:

Provided that—

(i) any person to whom an unstamped receipt is given may stamp the receipt on the day on which it comes into his possession;

(ii) an official of a bank who receives in the course of the bank's business a cheque on which there is an unstamped receipt may stamp the receipt on the day when he receives it.

18. Stamping out of time; validating duty.

(1) Save as otherwise provided in this section, an instrument that has not been duly stamped at the time or within the periods specified in section 17 may be stamped upon production to an authorised officer and upon payment of the unpaid duty and of a validating duty, which validating duty shall be the amount of the unpaid duty.

(2) A receipt that has not been duly stamped in compliance with the provisions of subsection (5) of section 17 may be stamped within thirty days after it has been given on payment of the unpaid duty and a validating duty of one hundred rupees; and thereafter, upon payment of the unpaid duty and such validating duty together with a sum of one rupee for each month or part of a month reckoned from the expiry of the said period of thirty days until payment is made.

(3) Subject to the general or special directions of the Minister, an authorised officer may waive any validating duty, or any part thereof, payable under this section in respect of any instrument presented to him for stamping.

PART IV

PAYMENT OF STAMP DUTY

19. Persons liable for payment of duty.

Where any instrument chargeable with stamp duty is not duly stamped, the person or persons respectively responsible for stamping such instrument by virtue of section 13 shall be liable of, as the case may be, jointly and severally liable under this act for the payment of such duty.

20. Denotation of payment of duty.

(1) The payment of the duty chargeable upon any instrument shall be denoted in one or other of the following methods or in any combination of such methods, that is to say—

(a) by denotation by an authorised officer, in such form as may be prescribed, of the amount and date of payment of the duty;

(b) by affixing to the instrument one or more adhesive revenue stamps provided by authority under section 7;

(c) in the case of stamped material supplied under licence issued under section 7 and in the case of cheques drawn on a cheque form supplied by a bank under licenced issued under section 7, by such impression upon the material or cheque form as may be prescribed;

(d) by denotation by revenue stamps impressed upon the instrument by a revenue franking machine under licence issued under section 7.

(2) Where the duty chargeable upon any instrument depends in any manner upon the duty charged upon any other instrument, the payment of such last-mentioned duty shall, upon application to the Commissioner and production of both instruments, be denoted upon such first-mentioned instrument in such manner as may be prescribed.

21. Cancellation of adhesive stamps.

(1) An adhesive revenue stamp used to denote the payment of the duty, or any part thereof, chargeable upon any instrument may be cancelled only by a person thereunto required or authorised under this section.

(2) The cancellation of an adhesive revenue stamp shall be effected in one or other of the following ways, that is to say—

(a) where the person cancelling the stamp is an authorised officer, by impressing upon the stamp by means of an official stamp or die the title of the office to which he belongs and impressing or writing the true date of such impressing, or in such other manner as may be prescribed;

(b) where the person cancelling the stamp is an official of a bank, by impressing upon the stamp by means of a stamp or die the name of the bank of which he is an official, and impressing or writing the true date of such impressing;

(c) where the person cancelling the stamp is a person other than an authorised officer or an official of a bank, by writing in ink on or across the stamp his name or initials or the name of his firm or company together with the true date of his so writing.

(3) An authorised officer may at any time cancel an adhesive revenue stamp used to denote the payment of duty if it is proved to his satisfaction the uncancelled or, as the case may be, ineffectively cancelled adhesive revenue stamp was affixed to the instrument at the proper time for stamping.

(4) An official of a bank who receives a bill of exchange, cheque, promissory note, receipt, share transfer, deed, assignment or other form of marketable security (including a power of attorney) in the course of the bank's business may cancel any adhesive revenue stamp used to denote the payment of duty thereon.

(5) Any person to whom a receipt is given may cancel an adhesive revenue stamp denoting the payment of duty thereon on the day the receipt comes into his possession, and any person who stamps a receipt under subsection (5) of section 17 shall cancel the revenue stamp so affixed by him to the receipt.

(6) An adhesive revenue stamp on any special letter or power of attorney for the receipt of money from any department of the Government may be cancelled by any public officer when the instrument is tendered to him for that purpose.

(7) An adhesive revenue stamp used to denote the payment of duty on any instrument not expressly provided for under the preceding provisions of this section may be cancelled by an authorised officer only.

22. Adjudication by Commissioner on request.

(1) Any person who entertains any doubt or requires the opinion of the Commissioner as to whether any instrument is chargeable with duty under the provisions of this Act or as to the amount of the duty so chargeable may refer the instrument to the Commissioner for adjudication.

(2) A transfer operating as a voluntary disposition inter vivos shall be referred to the Commissioner for adjudication under this section.

(3) The Commissioner shall write or cause to be written on any instrument referred to him under this section a certificate, duly dated and authenticated in such manner as may be prescribed, stating either—

(a) that the instrument is not chargeable with duty; or

(b) that the instrument is chargeable with the duty, including any validating duty, mentioned therein.

(4) Every instrument certified under this section as not chargeable with duty or stamped with the amount of duty so certified shall not deemed not to be duly stamped by reason only of an objection relating to duty.

(5) In addition to the powers conferred by section 4 but without prejudice to section 16, the Commissioner may ascertain the market value of the property comprised in any instrument referred to him for adjudication under this section in such manner and by such means as he may think fit and, for that purpose, may authorise any person to value that property.

(6) Any person authorised by the Commissioner under subsection (5) to value any property shall have power at all reasonable times to enter and inspect the property and to inspect any account books relating to the property.

(7) Except in the case of instruments required to be stamped before execution, any instrument duly stamped in accordance with the information then available in respect thereof may, where any subsequent information becomes available showing the instrument to be insufficiently stamped, be referred to the Commissioner under this section not later than fourteen days after such subsequent information first becomes available and, if the Commissioner may certify that the instrument is chargeable with such further duty as he may assess thereon but no validating duty shall be payable in any such case.

23. Adjudication by Commissioner ex proprio motu of instruments chargeable with ad valorem duty.

(1) Notwithstanding the provisions of section 22, whenever the Commissioner has reason to believe that the price or consideration expressed or stipulated or the value declared by the parties in any instrument chargeable with ad valorem duty does not represent or state the true value, he may exercise his powers under this Act, including the powers under subsection (5) of section 22, with or without notice to any person as he may deem proper, and may assess the amount of duty chargeable on such instrument in accordance with his findings.

(2) Where the Commissioner makes any assessment under subsection (1) in relation to any instrument, he shall give notice thereof in writing to any person appearing to him to be responsible for stamping the instrument:

Provided that nothing in this Section shall affect the liability of any person for any offence against this Act or for payment to the Commissioner of any duty or penalty thereunder.

(3) Without prejudice to the exercise by the Commissioner of any of the powers hereinbefore referred to, where the amount or value of the subject-matter of any instrument chargeable with ad valorem duty cannot be ascertained at the date of its execution or, as the case may be, of first execution, nothing shall be claimable under and no claim may be founded upon such instrument in excess of the highest amount or value for which, if stated in an instrument of the same description, the stamp actually used would, at the date of such execution, have been sufficient.

24. Appeal against Commissioner's adjudication.

(1) A person dissatisfied with an assessment of the Commissioner under section 22 or section 23 may, within fourteen days after the date of the assessment, and on payment of the duty in conformity therewith, appeal against the assessment to the Supreme Court and may, for that purpose, require the Commissioner to state and sign a case, setting forth the question upon which his opinion was required or given, and the assessment made by him.

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