Circular No. 7 of 2025 - Upcoming Policy Changes to the Limited Partnerships Act, 2003

Circular No. 7 of 2025 Date: 4 th June, 2025 Upcoming Policy Changes to the Limited Partnerships Act, 2003 The Financial Services Authority (FSA) wishes to inform all stakeholders of certain proposed policy changes intended to be made to the Limited Partnerships Act (LP Act) whereby there shall be the introduction of new obligations placed on nominee partners. It is important to note that existing nominee partners and existing limited partnerships will be granted until 30th June 2025 to comply with these new policy changes once enacted through legislative amendments. For the avoidance of doubt, the intended policy changes will also apply to both existing nominee partners and nominee partners appointed after the enactment and commencement of the proposed legislative changes. Please be advised that these proposed policy changes are yet to undergo the enactment process, which includes the approval of the National Assembly and publication in the Official Gazette. The intended policy changes are linked to the amendments made in December 2024, where a new requirement was introduced for partnerships to insert the details of the nominator of any nominee partner in their register of partnership interests. This requirement aimed to address the recommendations made in the Seychelles’ 2023 Second Round, Supplementary Report for Exchange of Information on Request. However, in addition to the 2024 amendments, the FSA has deemed it necessary to introduce new obligations on nominee partners as well, in order to achieve a more effective framework. The proposed new policy changes are as follows: Proposed new obligations on nominee partners (a) All nominee partners will be required to make a written declaration, duly signed by the nominee, disclosing: (i) their status as a nominee (thereby providing proof of the nominee arrangement), and (ii) the identity information of the nominator of the nominee (and any other information that may be required by the Registrar). Note: Where the nominator is an individual, the identity information includes his or her name, address, date of birth, nationality and the national identity number or equivalent (if any), which can include the passport number where applicable. Where the nominator is a body corporate, the identity information includes its name, address, date of incorporation or registration, and the place of incorporation or registration and incorporation or registration number.

(b) The written declaration, referred to in paragraph (a), must be provided by the nominee to the limited partnership within a period of 21 days of appointment as nominee. (c) Nominees that cease to hold nominee status (i.e. no longer acting as a nominee partner) will be required to provide a written notice to the limited partnership within 21 days of the date of such cessation. (d) In the event of any changes in the details of the nominator, the nominee will be required to submit both, a written notice regarding the change accompanied by a new written declaration containing the updated information, within 21 days of the change. (e) The written notice specified in paragraph (d) must contain: (i) the details of the change (i.e. the previous details and the updated details), and (ii) the date of the change (i.e. the date the nominee receives the updated information from the nominator). Proposed new obligations on limited partnerships (a) Limited partnerships will be required to clearly identify any nominee partner in their register of partnership interests by indicating whether a partner is a nominee. (b) Limited partnerships will be required to keep every declaration and notice submitted to it by a nominee partner at the limited partnerships’ registered office in Seychelles throughout the duration that the person remains a nominee of the limited partnership and for an additional minimum period of 7 years after the cessation of that person as a nominee. (c) Limited Partnerships will be required to take certain actions against nominee partners if they fail to provide the required written declarations and notices. The actions taken must be “appropriate and dissuasive” in order to compel compliance by the nominee and must be recorded accordingly. Transitional period The deadline for: (a) all persons acting as nominee partners immediately prior to the date of coming into force of the proposed amendments to provide to the limited partnership a written declaration disclosing their status as a nominee and the identity information of their nominator, and (b) all limited partnerships which have not been deregistered upon the date of coming into force of the proposed amendments to insert the details of the nominator of any nominee member in their register of partnership interests, will be 30th of June, 2025. The FSA counts on the usual cooperation and understanding of all stakeholders. FINANCIAL SERVICES AUTHORITY