A Quarterly Newsletter from the UAE and Oman member firms of the PKF International Ltd.

VOL 14, Issue 3 July 2012

Offshore / Free Zone Update

Updates from the Offshore World – PKF Update July 2012

BVI Business Companies Regulations, 2012

To coincide with the first reading in the House of Assembly of a Bill to amend the BVI Business Companies Act (BCA), the new BVI Business Companies Regulations, 2012 have been published and gazetted on 10 May 2012 which is expected to come into force later this year at the same time as the BCA Amendments become effective. Some key features of these regulations include:

  • Allowable characters for company names, use of company number as name, restrictions on numerals, procedures for use of additional foreign character name and re-use of company names.
  • Requirement for FSC license holders to appoint a licensed insolvency practitioner as a voluntary liquidator.
  • Individuals excluded from acting as a voluntary liquidator, including director, senior management person or close family members.
  • Advertisement by voluntary liquidator of notice of appointment in the Virgin Islands; and company’s principal place of business.
  • Information need to be included in the Register of Charges maintained under section 163 of the Act.
  • Format of filed declaration of solvency in a voluntary liquidation.
  • Rules of procedure for the Company Law Review Advisory Committee.

Seychelles International Business Companies (Amendment) Act, 2011

The Seychelles International Business Authority (SIBA) has issued a circular following the coming into force of the International Business Companies (Amendment) Act, 2011. A summary of the circular is given below:

  • Accounting records to be kept by IBCs

Before The Amendment Act IBCS were supposed to keep such accounts and records as the directors consider necessary or desirable in order to reflect the financial position of the company. The Amendment Act clarified that the relevant documents or information that an IBC must keep in relation to proper accounting records, the location where such records must be kept and the time period for preserving such records. The Registrar also expects every IBC to retain all accounting records for seven years, from the date of completion of the transactions to which they relate. However, it is to be noted that an IBC must also keep and preserve such accounts and records as the directors considered necessary or desirable in order to reflect the financial position of the company as per the requirement before the 2011 amendment.

Also, where the accounting records of an IBC are kept at a place other than the registered office, the company shall inform the registered agent in writing of the physical address of that place. Where the place at which the company’s accounting records are kept is changed, the company shall within fourteen days inform the registered agent in writing of the change of the physical address.

  • Share Register

Section 28(3) of the Act was amended to require a copy of the Share Register, commencing from the date of the registration of the company, shall be kept at the office of the company or such other place in Seychelles as the Directors determine and the company shall inform the Registrar of the address of the other place.

  • Register of directors and officers

A company incorporated under this Act shall keep – (c) a register of all its directors and officers consisting of the following details:- (i) the name and address of each director or officer; (ii) the date on which each person is appointed as a director or officers; (iii) the date a person ceases to be a director or officer; and (iv) such other information as may be prescribed by the Minister in the regulations.

The finalised IBC Companies Guidelines mentions that for practical purposes, the Registrar will accept a copy of the register to be kept in Seychelles.

(Complied by Chaitanya Kirtikar, Manager, Offshore and Free Zone services)