Seychelles Company Renewal Requirements: What an IBC Must Do Every Year

Seychelles IBC renewal at a glance

1. The annual government fee

Every company on the Seychelles Register must pay the Registrar an annual fee on or before each anniversary of its incorporation, continuation or conversion. For a standard IBC (other than a protected cell company) the fee set in Part I of the Second Schedule to the International Business Companies Act, 2016 is USD 100. The fee is paid through the company’s registered agent; owners cannot pay the Registrar directly.

Renewal runs on the anniversary date from the company’s incorporation date. For instance, a company incorporated on 12 March needs to be renewed on or before 12 March every year.

What Astra Trust’s renewal fee covers

The annual renewal invoice combines the government fee with the registered agent and registered office fees for the coming year. Current fees are listed on our Seychelles company registration and renewal page.

Late payment penalties

If the governement fee is not paid by the anniversary, it increases by 10% (to USD 110). If it remains unpaid 90 days after it fell due, it increases by 50% (to USD 150). Registered agent late-handling charges, where applicable, are charged separately to the goverment fee.

2. Strike-off and immediate dissolution: the 180-days rule.

Under section 272(1)(c) of the IBC Act, the Registrar may strike a company off the Register if it fails to pay its annual fee, or any late penalty, within 180 days of the due date.

Before December 2024, a company that crossed the 180-day line was only struck off on the following 1 January, and it was not dissolved until it had stayed struck off for a further year. The 2024 Amendment Act has changed the annual obligations:

• The proviso delaying strike-off to “1 January next ensuing” was deleted from section 272(1)(c). A company can be struck off as soon as the 180 days have run.
• The new section 275 provides that a company struck off under section 272 is dissolved with effect from the date it is struck off.
• Any company that was struck off but not dissolved or restored when the Act commenced was deemed dissolved on that date (new section 276(7)).

For instance, according to the new rules an IBC with an anniversary date of 1 February that has still not paid by 31 July can be struck off, and dissolved, from 1 August.

A struck-off company remains liable for its unpaid fees and penalties. A dissolved company no longer exists as a legal person, so it cannot sign contracts, give instructions to its bank, or deal with its assets until it is restored. If your company has missed the 180-day mark, read our guide to restoring a struck-off or dissolved Seychelles IBC.

Other grounds for Seychelles company strike-off

Non-payment of annual renewal is not the only ground on which the company may be struck off the register. Section 272(1)(b) also allows the Registrar to strike off a company that fails to:

• file any notice or document the Act requires;
• maintain a registered agent (section 164);
• have one or more directors (section 130, added as a ground by the 2024 Amendment Act);
• answer a request for documents or information from the Registrar, the Financial Intelligence Unit or the Seychelles Revenue Commission;
• keep its register of directors, register of members, register of charges or accounting records; or
• comply with the requirements for keeping and uploading its register of beneficial owners.

In practice, this means a company can have paid its fee and still be at risk if its records are not in order.

3. Accounting records to be kept in Seychelles

Since 6 February 2022, every IBC must keep its accounting records at its registered office in Seychelles and update them there at least twice a year. Accounting records means the business documents behind the company’s assets and liabilities, contracts, receipts and expenditure, and sales, purchases and other transactions. This overall includes bank statements, invoices, receipts, agreements and similar papers.

The windows applied in practice are 31 July for January for June records and 31 January for July for December records. Records must be kept by the company for at least seven years. A company may lodge copies rather than originals, but must also notify its registered agent in writing on where the originals of accounting records are kept.

Breaching the accounting records requirements exposes the company, and any director who knowingly permits the breach, to a penalty of up to USD 10,000.

For the full mechanics, including what counts as an adequate record for a holding company, see Seychelles accounting records and the annual financial summary.

4. The annual financial summary

Within six months of the end of each financial year, an IBC must prepare an annual financial summary and keep it at its registered office in Seychelles, unless it is a non-large holding company. It is not filed publicly and there is no statutory audit requirement for an ordinary IBC.

• Must prepare: large companies (annual turnover above SCR 50,000,000) and any company that is not a holding company.
• Exempt: a company that is not large and has no trade or business of its own, only holding interests in other companies or assets.

The financial year is the calendar year unless the directors resolve otherwise, and a change of financial year must be notified to the registered agent within 14 days. If the company already prepares annual accounts, sending them to the registered agent for keeping at the registered office satisfies the requirement.

5. Obligation to keep registers up to date

Register of directors

A copy of the register of directors is filed with the Registrar, and every change must be filed within 30 days. Late filing carries a penalty of USD 250 plus USD 25 for each day the breach continues.

Register of members and nominee disclosure

Where shares are held by a nominee shareholder, the register of members must now also record the identity of the nominator (section 104(1)(f), inserted by the 2024 Amendment Act): for an individual, name, address, date of birth and nationality; for a body corporate, name, address, and date and place of incorporation. Under the 2025 amendments, a nominee shareholder must give the company a signed declaration within 21 days of appointment or cessation, and the compliance deadline for existing companies was brought forward to 30 June 2025. If your company has a nominee shareholder and this has not been done, treat it as overdue. Clients using our nominee services should check that their declaration is on file.

Register of beneficial owners

Under the Beneficial Ownership Act, 2020, every IBC keeps a register of beneficial owners at its registered agent’s office. The registered agent uploads the information to the confidential database maintained by the Financial Intelligence Unit (FIU), which is not open to the public. A beneficial owner must notify the company of any change within 14 days, and the registered agent must submit it to the database within 14 days.

6. Economic substance and activity checks

Renewal is also the natural point to confirm that the company’s activities still fit its status. Two issues come up most often:

Economic substance

An IBC receiving certain foreign-sourced income may need to meet Seychelles substance requirements.

Regulated activities

On 14 August 2026 the Financial Services Authority issued Circular No. 5 of 2026, reminding IBCs that banking, insurance, securities, fund, trust and corporate services, gambling and virtual asset activities are prohibited under section 5 of the IBC Act without the required licence or approval. The circular also requires websites and client documents not to imply that Seychelles incorporation equals FSA licensing. A section 5 contravention can attract a fine of up to USD 50,000.

7. Renewal of dormant IBCs

A company that has not traded is not exempt. It must still pay the annual fee, keep a registered agent, and keep its registers and accounting records at the registered office. For a dormant company, the records will usually be limited (for example, nil-activity bank statements), but the lodgement obligation remains. If the company is genuinely no longer needed, a formal voluntary strike-off or dissolution is cleaner than letting it lapse, because a lapsed company still owes its fees and leaves a strike-off on its record. See our offshore company dissolution service.

8. Changing registered agent at renewal

If a Seychelles IBC is transferred to a new registered agent, section 169B (inserted in 2024) requires the former agent to hand over the company’s certificate of incorporation, memorandum and articles, resolutions and minutes, registers, accounting records and financial summaries, notices and annual return documents within 30 days. A former agent that fails to do so faces a penalty of up to USD 10,000. It is advised to plan the transfer well before the anniversary date so that the renewal is not caught between two agents. Our company transfer service handles the handover with your current agent.

If you are thinking of moving the company out of Seychelles altogether, compare the options in our BVI vs Seychelles company guide and see our continuation and redomiciliation service.

9. Changes on the way

On 8 July 2026 the Seychelles Cabinet approved further amendments to the IBC Act ahead of the country’s 2027 ESAAMLG mutual evaluation. The approved policy would give public access to information on current directors, require first directors to be appointed within 30 days of incorporation, and introduce disclosure requirements for nominee directors. At the date of this review, these amendments had not been enacted.

Seychelles company annual renewal checklist

1. Note your anniversary date and diarise a reminder at least 30 days before it.
2. Settle the renewal invoice (government fee plus agent fees) before the anniversary.
3. Send January–June records to the registered office by 31 July and July–December records by 31 January.
4. Prepare the annual financial summary within six months of year end, unless you qualify as a non-large holding company.
5. Confirm directors, members, nominees and beneficial owners are unchanged; report any change within the deadlines above.
6. Confirm your activities do not require a licence, and that your website and contracts describe your status accurately.
7. Request a certificate of good standing once the renewal is processed if your bank or counterparties need one, see our Seychelles offshore banking.

Table of Sources

• International Business Companies Act, 2016 (Act 15 of 2016): ss.5, 104, 130, 164, 169B, 174, 175, 272, 275, 276, 277; Second Schedule
• International Business Companies (Amendment) Act, 2021 (Act 32 of 2021), in force 6 August 2021
• International Business Companies (Amendment) Act, 2024 (Act 19 of 2024), gazetted 18 December 2024
• International Business Companies (Amendment) Act, 2025 [CONFIRM Act number]
• Beneficial Ownership Act, 2020, as amended
• Financial Services Authority, Circular No. 5 of 2026 (14 August 2026)
• Cabinet decisions of 8 July 2026 (IBC Act amendments, policy approval)

This guide is general information, reviewed on the date shown. It is not legal or tax advice for any particular company.