Circular No. 11 of 2025 - Periodic Review under the Beneficial Ownership Regulations

Circular No. 11 of 2025 Date: 17th October 2025 PERIODIC REVIEW UNDER THE BENEFICIAL OWNERSHIP REGULATIONS As the Competent Authority under the Beneficial Ownership Act, 2020 (the “BO Act”) and pursuant to sec�on 4 thereof, the Financial Services Authority (“Authority”) conducted a series of inspec�ons during the second quarter of 2025. The objec�ve of these inspec�ons was to assess the level of compliance of legal persons and legal arrangements with their obliga�ons under the BO Act and its subsidiary legisla�on. One such obliga�on is the requirement for all legal persons and legal arrangements to undertake a periodic review in accordance with Regula�on 13 of the Beneficial Ownership Regula�ons, 2020 (the “BO Regula�ons”). As per the requirements of Regula�on 13, the review and verifica�on shall be undertaken within three (3) months before the anniversary of the legal person’s and legal arrangement’s registra�on under their respec�ve statutory legisla�on. A Declara�on Form for Periodic Review of Beneficial Owners (“Declara�on”) containing the informa�on as per the sample provided in Annexure 2 of the Beneficial Ownership Guidelines should be signed within those three months upon comple�on of the periodic review. Therea�er, the Declara�on should be kept at the principal place of business of their resident agent in Seychelles within one (1) month from the anniversary of their registra�on under their respec�ve statutory legisla�on. See below an example for a company with anniversary date of 31st December. Date Details 30th September – 30th December Existing BOs are reviewed and verified by the company, including any changes required to be made to the registerable par�culars of a beneficial owner of the company. The existing BOs must confirm whether their status and details of their nominees and nominators remain the same. 31st December Company anniversary date of incorporation. 1st February Deadline for the Declaration of Compliance regarding the review to be sent to the resident agent for keeping at the principal place of business.

Further guidance on how to undertake the periodic review is provided for under paragraph 24.3 of the Beneficial Ownership Guidelines (the “BO Guidelines”), where paragraph 24.3 explicitly s�pulates that: “One way legal persons and legal arrangements may achieve this requirement is by contacting their known beneficial owners to check whether there is any change that they may have omitted to report (with the supporting documents) and to confirm their beneficial ownership status. Such confirmation may be less formal (emails would be acceptable), but the legal persons and legal arrangements should keep track and record such communications.” To further substan�ate the above, kindly refer to paragraph 23.2 of the BO Guidelines for guidance on the verifica�on of beneficial owners through suppor�ng documents. Suppor�ng documents could be a copy of the ID card confirming the NIN of the beneficial owner or a copy of a leter from a Tax Authority confirming the TIN of the beneficial owner. During the recent onsite inspec�ons, the inspec�on team observed instances of non-compliances, including but not limited to the following: • The Declara�on was signed before the three (3) month period of the periodic review; • The Declara�on was signed a�er the three (3) month period of the periodic review; • Confirma�ons of beneficial ownership status were not made by the respec�ve beneficial owners themselves. Instead, reliance was placed on confirma�ons made by professional intermediaries which is not in line with the requirements of the BO Act and Guidelines. The Authority reminds all legal persons and legal arrangements that the onus is on them directly to undertake the periodic review and to ensure that the Declara�on is signed by the authorized person of the legal person or arrangement within the three (3) month period as provided under the BO Regula�ons. The Authority wishes to strongly emphasize that as per Regula�on 13, it is the respec�ve beneficial owners who should confirm their status during the periodic review and not a third party. Pursuant to paragraph 23.4 of the BO Guidelines, proof of such confirma�on must be available for inspec�on at the principal place of business of their resident agent in Seychelles. Failure to adhere to these requirements will cons�tute non-compliance and may render the legal person or legal arrangement liable to enforcement ac�on by the Authority. FINANCIAL SERVICES AUTHORITY