BENEFICIAL OWNERSHIP
What is Beneficial Ownership?
Beneficial owners are always natural persons who ultimately own or control a legal entity or arrangement, such as a company, a trust, a foundation, etc.
This ownership or control can be exercised in a variety of ways: for example, holding a controlling ownership interest (e.g. 10 per cent or more) of a legal person. Other ways include control of a significant percentage of voting rights, or the ability to name or remove the members of an entity’s board of directors. Effective control can be exercised in other ways. For example, control may be evident in influence over or a veto of the decisions that an entity makes, through agreements among shareholders or members, through family links or other types of connections with decision-makers, or by holding negotiable shares or convertible stock from an entity.
Given that beneficial ownership can be exercised in many different ways, determining the BO can be a complex process that must be undertaken on a case-by-case basis.
LEGAL FRAMEWORKS
In the AML/CFT Act, 2020 “beneficial owner” means a natural person or persons who ultimately owns or controls a customer or the natural person on whose behalf a transaction is being conducted and includes those persons who exercise ultimate effective control over a legal person or arrangement
The Beneficial Ownership regulations, 2020 defines the beneficial owner in relation to a legal person or legal arrangement includes but is not limited to;
- One or more natural persons who ultimately have a controlling ownership interest in a legal person or legal arrangement. For a legal person (except the beneficial owner of a foundation) to be a natural person or persons, who ultimately owns or controls, whether directly or indirectly, ten percent (10%) or more of controlling ownership interest including the shares or voting rights of the said legal person holds the right directly or indirectly, to appoint or remove the majority of the board of directors of the said person.
- The natural person or persons, if any, exercising control of the legal person or legal arrangement through other means.
- The natural person or persons, who hold the position of a senior managing official of the legal person or legal arrangement, as the case may be.
For further guidance on identifying BO, kindly make use of the Beneficial Ownership Guidelines
Who must keep BO information
The BO Act applies to the following—
Legal person being—
- a company, including an overseas company, incorporated or registered under the Companies Act;
- an association registered under the Registration of Associations Act;
- an international business company incorporated or continued or converted under the International Business Companies Act;
- a protected cell company incorporated under the Protected Cell Companies Act or the International Business Companies Act;
- a company incorporated under the Companies (Special Licences) Act;
- a partnership under the Civil Code of Seychelles Act
- a foundation established under the Foundations Act.
Legal arrangement being—
- a resident trustee of an international trust under the International Trusts Act;
- a general partner of a limited partnership under section 4 of the Limited Partnerships Act; and
The BO Act shall not apply to —
- a listed company;
- a legal person which is formed, incorporated or established outside of Seychelles, excluding an overseas company registered under the Companies Act
Registrable particulars
Resident agents must hold the registrable particulars for every beneficial owner of legal persons or legal arrangements, to which the Act applies.
The required details are:
- Name legal person or arrangemen
- Identification number
- Name of BO
- Residential and service address of BO
- Date of birth of the BO
- Nationality of the BO
- Nature of interest held (numerical value of interest held (if applicable e.g. number, percentage and par value shares), management position held (if applicable) or other forms of control (if applicable)
- Name, residential address, service address, date of birth and nationality of each nominee
- Particulars and details of the interest held by the nominee
- Name, residential address, service address, date of birth and nationality of each nominator
- Date on which the person became a BO
- Date on which the person ceased to be a BO
Where any beneficial owner holds 10% or more of the beneficial ownership of a legal entity to which this Act applies, that person is a beneficial owner and the resident must submit the required details of each beneficial owner to the FIU to be held in the Seychelles of BO Database.
Beneficial ownership register
In accordance with Section 18 of the BO Act 2020, the above-mentioned legal persons and legal arrangements have until 31st January 2021 to comply with the provisions of the Act,
which include, amongst other things, the identification of beneficial owners, and maintaining and filing of the register of beneficial owners.
Beneficial ownership database
Pursuant to Section 13 (1) of the BO Act 2020, the Financial Intelligence Unit (“FIU”) shall be the nodal agency to maintain the Seychelles Beneficial Ownership database by populating the beneficial ownership information (including the periodic update requirements) reported by the legal persons or the legal arrangements, through their resident agent.
The registrable particulars of all beneficial owners must be submitted electronically to the Seychelles BO Database by the resident agent within 14 days from the date of becoming the beneficial owner, to the legal person or the legal arrangement, as the case may be, containing the registrable particulars relating to the person.
How do I access the Seychelles BO database?
The FIU uses an online platform to facilitate registration. reporting entities will be notified once the platform has been finalized and deployed.
Meanwhile, the FIU is also finalizing guidelines to provide further guidance on the procedure for registration as per section 7(2) of the regulations.