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"Blackmail" from SEY registered agent

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Matrix observer

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Feb 14, 2023
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#1
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Hi,

I have a few last things I need to do with a seychelles company I own, but the registered agent refuses to register a change of director and also to provide me the docs I need (simple notarized doc of the company) if I dont disclose to them the content of the accounts of my company.

I have given them the accounts of my company in an encrypted file, so they can be stored at the registered office. The director (not them) also has the possibility the view the accounts. As far as I read the law about accounting book keeping, that fits it all. Yet, they tell me that, as a registered agent, they have a responsability to check that my company's accounts looks legit and that if I don't provide to them the content of the accounts, they have the right to not provide the services for my company.

Do they have the right to do such thing and such a duty to check the content of the company's account or am I being bullshitted here ?
 
#2
They can basically oblige you to provide all documentation that you agreed to provide them. Is it in the contract you signed with them that you have to provide such details?
To me it seems pretty normal that such accounts need to be kept with the CSP/RA, check here: Seychelles: New accounting records obligations

Quote from the page:
Furthermore, commencing 2022, all Seychelles companies will be required to:
  • provide bi-annual reporting of its accounting records to its registered office; and
  • for large companies (with annual turnover above SCR50m/c.USD3.75m) and non-large non-holding companies – to provide an annual financial summary.
 
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#3
Thanks for your input. I actually have not signed any contract with the registered agent, it went through a lawyer who is acting as another intermediary in the chain. I also have not signed any contract with the lawyer as regards to that matter, I initially had trust in this lawyer.

I read your asnwer as if I was not fulfilling my obligations, but I believe I am by submitting to the registered agent an encrypted file with my company's account so they can put it in the registered office that they own (where my company is registered). They just cannot open the file as it is encrypted and they claim they have this duty to check if the accounts are legit and they say that until they see the content of the accounts, they will not register the new director. That sounds like bulls**t to me, but I would like some opinion if you guys know...

---------------------------------------------------------------------------------------------
Here are the relevant parts about what the law says:
(1B) In the case of a company other than a company specified under subsection (1A), the company shall —
(a) prepare an annual financial summary to be kept at its registered office in Seychelles within 6 months from the end of the company's financial year; and
(b) where its accounting records are kept outside Seychelles, lodge, not less than on a bi-annual basis, the accounting records at the company's registered office in Seychelles, provided that any accounting records, whether outside Seychelles or not, shall be presented to the Seychelles authorities on request.

(2) It shall be sufficient compliance with subsection (1A) and (1B), if a copy of the accounting records and financial summary is kept at the company's registered office in electronic form.

(2A) Where a company —
(a) keeps a copy of its accounting records at its registered office;
(b) keeps its original accounting records in Seychelles at a place other than at its registered office,
the company shall notify in writing its registered agent of the physical address of the place where the original accounting records are kept.

Then, there is a part saying basiclly the director of the company and the Seychelles autorities have a right to look at the accounts on request. No mention of the registered agent.
 
#4
How can they verify these are the actual accounting records. How can the Seychelles authorities check it? The purpose of this is that the Seychelles authorities always can check the accounting, especially if they get an AEOI

They can't so the agent has the right to request this as they are obliged to have those records available. If not they can and will just stop being your service provider and not renew your license.
 
#5
If we talk about logic, I could give you another one, authorities can come and make a formal request that is forwarded to me, I give away the password, they can check the accounts. From the law applying to the IBC, it is only mandatory to make the accounts available for authorities and director. Or another logic also, in the first place, the SEY gov may not actually care about checking the accounts of its IBC, they might have introduced this new accounting record law just to stop being bullied into a blacklisted country.

In any case I would say logic is usually not so useful in these topics, laws and written guidance from the regulator are. It does not mean I am right, but it may be that the registered agent doesn't have the right to blackmail me and stop my change of director / issuiance of documents.
 
#7
It mainly comes down to : does the registered agent has any obligation to do the tasks assigned by the owner / director of the company ?

I went through lots of local IBC laws and guidance for these registered agents but did not find anything regarding their duty towards the company they represent.
 
#8
Matrix observer said:
They just cannot open the file as it is encrypted and they claim they have this duty to check if the accounts are legit and they say that until they see the content of the accounts, they will not register the new director. That sounds like bulls**t to me, but I would like some opinion if you guys know...
Click to expand...
How would they be able to check that you sent them the files if they are encrypted? I am pretty sure that by obliging your registered agent to keep accounting records they will simply need to have those in a legible way. I understand it sucks but the Seychelles have imposed many such laws the past few years it seems (maybe this is also why they are no longer blacklisted by the EU).
 
#9
Matrix observer said:
Hi,

I have a few last things I need to do with a seychelles company I own, but the registered agent refuses to register a change of director and also to provide me the docs I need (simple notarized doc of the company) if I dont disclose to them the content of the accounts of my company.

I have given them the accounts of my company in an encrypted file, so they can be stored at the registered office. The director (not them) also has the possibility the view the accounts. As far as I read the law about accounting book keeping, that fits it all. Yet, they tell me that, as a registered agent, they have a responsability to check that my company's accounts looks legit and that if I don't provide to them the content of the accounts, they have the right to not provide the services for my company.

Do they have the right to do such thing and such a duty to check the content of the company's account or am I being bullshitted here ?
Click to expand...
It depends on the registered agent, some of them are super careful, and some of them are much more easygoing. Itself law has room for wide interpretation.
 
#12
GERAI LTD said:
I do not think it is possible to share with anyone here, just PM.
Click to expand...
As long as you aren't advertising yourself, you can post it here.

If you're trying to promote your services via PM, familiarize yourself with the rules and terms and conditions of the website in order to avoid an unnecessary ban. There is a right way to go about doing that.
 
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