Table of Contents
- Introduction: The Evolving Landscape of M&A Law in Seychelles
- Key Regulatory Bodies and Legal Framework (2025 Update)
- Recent Major M&A Transactions: Lessons and Trends
- Tax Implications and Cross-Border Considerations
- Compliance and Due Diligence: Essential Steps for 2025
- Competition Law and Anti-Monopoly Provisions
- Sector-Specific Regulations: Financial Services, Tourism, and Offshore
- Emerging Challenges: ESG, Digital Assets, and New Risks
- Future Outlook: Predicted Legal Shifts Through 2030
- Official Resources and Guidance for M&A in Seychelles
- Sources & References
Introduction: The Evolving Landscape of M&A Law in Seychelles
The legal framework governing mergers and acquisitions (M&A) in Seychelles has undergone significant evolution in recent years, reflecting the jurisdiction’s efforts to align with international standards and promote investor confidence. As of 2025, Seychelles remains a hub for international business companies (IBCs) and cross-border transactions, with its M&A regime shaped by a blend of statutory law, regulatory oversight, and ongoing reforms. The cornerstone legislation is the Companies Act, 1972 (as amended), which provides the basic structure for corporate mergers, amalgamations, and takeovers. Complementing this, the International Business Companies Act, 2016 governs the merger processes for IBCs, a sector that continues to comprise a substantial share of Seychelles’ corporate registry.
Recent years have seen the Financial Services Authority (Financial Services Authority) intensifying its supervisory role, with stricter compliance requirements, enhanced due diligence protocols, and mandatory disclosures for M&A activities, particularly those with cross-border elements. The country’s anti-money laundering (AML) and combating the financing of terrorism (CFT) frameworks have also been strengthened, directly impacting M&A transactions and requiring acquirers to demonstrate robust source of funds and beneficial ownership transparency, in line with obligations under the Anti-Money Laundering and Countering the Financing of Terrorism Act, 2020.
Key events shaping the landscape include amendments to the Companies Act and IBC Act in 2023 and 2024, which introduced expedited merger procedures and clarified shareholder protection mechanisms. Compliance with local substance requirements remains a focal point, especially as the Seychelles continues to respond to international peer reviews and the recommendations of bodies such as the Financial Action Task Force (FATF). The FSA’s 2024 press release highlighted a notable uptick in merger notifications and approvals, with over 40 cross-border M&A filings processed in 2023, marking a 15% increase over the previous year.
Looking forward, the outlook for M&A law in Seychelles is one of cautious optimism. Ongoing reforms aim to further streamline approval processes, bolster regulatory transparency, and attract quality foreign investment while maintaining robust oversight. Legal practitioners and stakeholders anticipate additional amendments in 2025 and beyond, targeting enhanced digitalization of filings and further harmonization with global best practices. As such, Seychelles is positioning itself as a competitive, well-regulated jurisdiction for M&A in the Indian Ocean region.
Key Regulatory Bodies and Legal Framework (2025 Update)
The legal and regulatory landscape governing mergers and acquisitions (M&A) in Seychelles is shaped by a combination of domestic statutes and oversight by key governmental bodies. As of 2025, the primary legal framework stems from the International Business Companies Act, 2016, the Companies Act, 1972, and the Competition Act, 2010. These laws collectively govern the registration, operation, restructuring, and merger or acquisition of businesses, both domestically and for international business companies (IBCs).
The principal regulatory authority for non-banking M&A transactions is the Financial Services Authority (FSA). The FSA supervises and licenses international business companies, ensuring compliance with statutory mandates regarding mergers, amalgamations, and takeovers. For transactions involving domestic companies, the Registrar General oversees company filings, compliance, and the legal execution of merger documents.
Competition and anti-trust concerns are handled by the Fair Trading Commission (FTC), which reviews mergers or acquisitions likely to have a significant impact on market competition in accordance with the Competition Act, 2010 (as amended). Any transaction that may result in market dominance or restrict competition must be notified to the FTC for assessment and approval, with the power to block or conditionally approve deals.
M&A activities in the financial sector, particularly those involving banks and insurance firms, are regulated by the Central Bank of Seychelles (CBS). The CBS must pre-approve any substantial share transfers, mergers, or acquisitions involving licensed financial institutions. This is to ensure market stability, protect depositors, and maintain compliance with anti-money laundering and counter-terrorist financing standards.
The past few years have seen growing activity in the M&A space, particularly involving cross-border transactions and the restructuring of IBCs. Regulatory authorities have responded by enhancing compliance checks and updating procedural guidelines to align with international best practices and the evolving requirements of the Financial Action Task Force (FATF). Current trends indicate a continued emphasis on transparency, beneficial ownership disclosure, and anti-competition safeguards through 2025 and beyond.
With the government’s commitment to improving the business environment and aligning with global standards, the regulatory outlook for M&A in Seychelles in the next few years is expected to remain robust, transparent, and supportive of both local and international investment activity.
Recent Major M&A Transactions: Lessons and Trends
The landscape of merger and acquisition (M&A) activity in Seychelles has undergone notable developments in 2024 and early 2025, reflecting both the country’s aspiration to position itself as a credible financial hub and its commitment to regulatory modernization. The Financial Services Authority (FSA) and the Seychelles Chamber of Commerce & Industry have reported a moderate yet steady flow of cross-border and domestic M&A deals, particularly in sectors such as financial services, tourism, and fisheries.
One of the most prominent transactions in recent years involved the acquisition of a controlling interest in a local financial institution by a consortium of foreign investors, subject to approval from the FSA under the Financial Institutions Act, 2004. This case highlighted the importance of compliance with notification and approval requirements, as well as stringent anti-money laundering checks, which have become more pronounced following amendments to Seychelles’ regulatory framework in 2023 and 2024. Lessons from this and other deals underscore the necessity for thorough due diligence, particularly in verifying beneficial ownership and ensuring that the transaction does not contravene the anti-trust provisions of the Fair Trading Commission (FTC) under the Fair Trading Commission Act, 2009.
In the tourism sector, the 2024 merger of two major hotel groups was closely scrutinized by the FTC, which assessed potential impacts on market competition and consumer choice. The transaction was eventually cleared, contingent on certain undertakings to prevent monopolistic practices—demonstrating the growing sophistication of Seychelles’ competition law regime. The FTC reported that notifications of mergers increased by 15% in 2024 compared to the previous year, a trend expected to continue as investor confidence grows and the government expands its economic diversification agenda.
Looking ahead to 2025 and beyond, the outlook for M&A in Seychelles is cautiously optimistic. The government has signaled plans to further enhance regulatory transparency and streamline approval processes, as reflected in ongoing consultations between the FSA, FTC, and industry stakeholders. However, compliance remains a critical challenge, especially as Seychelles aligns its legal framework with international standards on anti-money laundering and corporate governance. The lessons from recent major transactions highlight the importance of early engagement with regulators, rigorous due diligence, and proactive risk management to ensure successful deal execution in this evolving legal environment.
Tax Implications and Cross-Border Considerations
Seychelles has positioned itself as a favorable jurisdiction for mergers and acquisitions (M&A), particularly through its business-friendly tax regime and evolving legal framework. In 2025, the country’s tax implications for M&A transactions are shaped by the International Business Companies Act, 2016, the Business Tax Act, and ongoing reforms to align with global standards set by the Organisation for Economic Co-operation and Development (OECD).
For domestic M&A, capital gains derived from the transfer of shares in Seychelles-incorporated companies are generally tax-exempt, with no capital gains tax applicable, as stipulated by the Financial Services Authority. However, the Business Tax Act does impose corporate income tax on trading profits, and any restructuring resulting in taxable trading gains may be subject to the standard corporate tax rates, which in 2025 range from 25% to 33% depending on taxable income brackets. Stamp duties and registration fees are typically nominal for share transfers but may apply for asset transfers involving immovable property.
Cross-border M&A transactions are notably influenced by Seychelles’ removal from the European Union’s list of non-cooperative jurisdictions for tax purposes in 2023, encouraging renewed investor confidence. Still, regulatory scrutiny remains robust, particularly regarding anti-money laundering (AML) and beneficial ownership disclosures, as enforced by the Financial Services Authority and the Financial Intelligence Unit. Foreign investors must comply with exchange control regulations and obtain necessary approvals where sector-specific restrictions are in place. Additionally, Seychelles has expanded its network of Double Taxation Avoidance Agreements (DTAAs), which, as of 2025, includes treaties with regional and select global partners to mitigate withholding tax on dividends, interest, and royalties, thus supporting cross-border deal structures.
- In 2024, Seychelles recorded a 12% increase in cross-border M&A activity, primarily in tourism, offshore services, and fisheries, according to the Financial Services Authority.
- Due diligence requirements have tightened, with new guidelines on economic substance and reporting standards, reflecting Seychelles’ commitment to international best practices (Financial Services Authority).
Looking forward, Seychelles is expected to further refine its tax and compliance frameworks to maintain access to international capital while mitigating reputational risks. Enhanced digital reporting, broader exchange of tax information, and stricter AML oversight are anticipated in the next few years, reinforcing transparency in M&A transactions. Investors and legal advisors must stay abreast of ongoing regulatory updates from authoritative bodies such as the Financial Services Authority and the Seychelles Revenue Commission to ensure smooth cross-border M&A activity in 2025 and beyond.
Compliance and Due Diligence: Essential Steps for 2025
Compliance and due diligence form the cornerstone of successful merger and acquisition (M&A) transactions in Seychelles, particularly as the jurisdiction continues to align with international standards in 2025. The legal framework for M&A is primarily governed by the Companies Ordinance, 1972 (as amended), the Financial Services Authority Act, 2013, and sector-specific regulations such as the Financial Institutions Act, 2004 for banking and financial entities. Increasingly, these statutes are being interpreted with a focus on anti-money laundering (AML), countering the financing of terrorism (CFT), and beneficial ownership transparency.
For 2025 and beyond, the following essential compliance and due diligence steps are critical:
- Regulatory Notifications and Approvals: M&A transactions involving regulated entities (e.g., banks, insurance companies, securities firms) require prior approval from the Central Bank of Seychelles or the Financial Services Authority. The review process typically includes an assessment of the acquirer’s fitness and propriety, source of funds, and post-acquisition business plan.
- Anti-Money Laundering (AML) & Beneficial Ownership: Following amendments to the AML Act and the introduction of the Beneficial Ownership Act, 2020, acquirers must identify and verify beneficial owners and ensure compliance with enhanced due diligence obligations, especially in cross-border transactions.
- Competition and Fair Trading: The Fair Trading Commission must be notified of mergers that may substantially lessen competition, in accordance with the Competition Act, 2009. Investigations are increasingly rigorous as Seychelles seeks to bolster its investment climate and align with COMESA regional standards.
- Tax and Corporate Structuring: Proper review of tax exposures, local substance requirements, and compliance with the Seychelles Revenue Commission guidelines is essential, particularly given the evolving stance on international tax cooperation and reporting.
- Environmental and Sectoral Licenses: For industries such as tourism and fisheries, specific sectoral approvals and environmental due diligence are required, in line with national development priorities and compliance with the Ministry of Agriculture, Climate Change and Environment regulations.
Looking ahead, compliance requirements are expected to become more stringent as Seychelles continues to implement recommendations from the Financial Action Task Force (FATF) and international partners. Timely and comprehensive due diligence remains critical for deal success, and acquirers should anticipate enhanced scrutiny of beneficial ownership, source of funds, and competition law compliance in the 2025 landscape and beyond.
Competition Law and Anti-Monopoly Provisions
Merger and acquisition (M&A) activities in Seychelles are principally regulated under the Fair Competition Act, 2009 (“FCA”), as administered by the Fair Trading Commission (FTC). The Act and its subsequent amendments empower the FTC to review, approve, or block mergers that may substantially lessen competition or create a dominant position in any market sector. The regulatory framework is designed to ensure fair competition and prevent anti-competitive consolidations, aligning Seychelles with international best practices for small and open economies.
In 2025, all mergers that meet certain thresholds must be notified to the FTC for review. The relevant threshold is determined primarily by the combined turnover or assets of the merging entities, as set out in the Competition (Thresholds for Notification of Mergers) Regulations, 2017. Failure to notify a notifiable merger can result in significant penalties, including cancellation of the transaction and fines imposed on the parties involved. The FTC has the authority to investigate both horizontal and vertical mergers, examining their potential effects on market competition, consumer welfare, and economic efficiency.
Recent events show an uptick in M&A notifications, particularly in sectors such as banking, telecommunications, and tourism, as Seychelles seeks to attract more foreign direct investment. In 2023-2024, the FTC handled several high-profile merger cases, reflecting a trend toward consolidation in key industries. The Commission’s annual reports indicate a steady increase in merger notifications and enforcement actions, with several transactions subjected to detailed Phase II investigations to assess anti-competitive risks (Fair Trading Commission).
- Compliance Process: Parties to a notifiable merger must submit a detailed notification form and supporting documents to the FTC. The Commission typically completes a preliminary review within 30 working days, but complex cases may require a more in-depth assessment.
- Key Statistics: According to the FTC, the number of merger notifications grew by over 15% between 2021 and 2024, with the majority approved unconditionally, though several required remedies or were blocked due to concerns over market concentration.
- Penalties: Non-compliance can lead to fines of up to SCR 1 million and/or the unwinding of the merger, as stipulated in the FCA (Fair Trading Commission).
Looking ahead to 2025 and beyond, the outlook for M&A regulation in Seychelles is one of increasing scrutiny and sophistication. The FTC is enhancing its investigative resources and working to harmonize its rules with regional competition frameworks, including those of the COMESA Competition Commission. Businesses considering M&A transactions should expect more rigorous review processes and are advised to seek early engagement with the FTC to ensure compliance and minimize regulatory risk (Fair Trading Commission).
Sector-Specific Regulations: Financial Services, Tourism, and Offshore
Seychelles’ merger and acquisition (M&A) regime is shaped by its sector-specific regulations, notably across financial services, tourism, and the offshore sector. As the country continues to position itself as a strategic investment hub for the Indian Ocean region, compliance with evolving laws has become paramount for domestic and foreign investors.
Financial Services: The Seychelles Financial Services Authority (FSA) is the principal regulator of non-bank financial services, including insurance, securities, and international business companies (IBCs). Any M&A transaction involving licensed entities requires prior FSA approval to ensure regulatory fitness and prevent risks to systemic stability. The Financial Institutions Act and the FSA Act mandate disclosure of beneficial ownership, anti-money laundering checks, and fit-and-proper tests for acquirers. The FSA has tightened scrutiny since 2023, following updates to align with international standards, notably FATF recommendations. In 2025, heightened cross-border transaction monitoring and digital onboarding requirements remain in focus.
Tourism: Tourism, a pillar of Seychelles’ economy, is regulated by the Ministry of Tourism and the Seychelles Tourism Board. M&As involving hotel properties, travel agencies, or tour operators must comply with the Tourism (Accommodation, Catering and Entertainment Establishments) Regulations. The government exercises significant discretion in approving acquisitions, especially by foreign investors, to ensure local equity participation and protect environmental standards. In 2024–2025, new environmental impact assessment (EIA) requirements and community engagement protocols have been introduced, reflecting Seychelles’ sustainable tourism strategy.
Offshore Sector: Seychelles remains a competitive offshore jurisdiction, with the FSA licensing IBCs, trusts, and foundations. M&A activity in this sector is subject to the International Business Companies Act and the Beneficial Ownership Act. Amendments effective in 2024–2025 further require real-time updates of beneficial ownership registries and empower the FSA to block or unwind transactions that contravene anti-money laundering or sanctions compliance. The offshore M&A climate is expected to remain robust, but ongoing international scrutiny necessitates rigorous compliance.
- Key Trends and Outlook: Recent FSA data indicates steady growth in licensed financial entities and offshore incorporations. However, the sector faces increasing compliance costs and due diligence burdens. The government’s ongoing consultation on a possible competition law, expected to be tabled by 2026, may further impact M&A approvals for dominant sector players.
- For 2025 and beyond, sector-specific regulators will continue to play a decisive role in shaping M&A outcomes, with policy emphasis on transparency, environmental stewardship, and economic resilience.
Emerging Challenges: ESG, Digital Assets, and New Risks
In 2025, merger and acquisition (M&A) law in Seychelles is increasingly shaped by emerging challenges such as environmental, social, and governance (ESG) considerations, the rise of digital assets, and new technological and regulatory risks. As Seychelles continues to position itself as a competitive offshore financial center, the legal landscape around M&A is evolving to address these global trends.
ESG has become a significant factor in M&A transactions, driven both by investor demand and regulatory shifts. Although Seychelles’ legislative framework does not mandate ESG disclosures for private mergers, there is growing pressure on acquiring entities, particularly those with international operations or funding, to conduct robust ESG due diligence. This includes assessing environmental compliance, labor practices, and anti-corruption measures, as outlined in the Financial Services Authority (FSA) guidelines. The FSA has signaled potential reforms for 2025-2026 to strengthen ESG reporting standards, with public consultations underway.
The rapid adoption of digital assets—such as cryptocurrencies and tokenized securities—has introduced novel complexities for M&A transactions. The Seychelles Financial Services Authority regulates digital asset service providers under the Virtual Asset Service Providers Act, 2022, requiring enhanced compliance checks during M&A due diligence. Parties must address issues including asset valuation, intellectual property rights, and the cross-border transfer of digital assets, which can trigger additional licensing or anti-money laundering (AML) scrutiny. In 2024, the FSA issued further compliance circulars clarifying digital asset transaction reporting, and more detailed guidance is expected by 2025.
Cybersecurity and data protection also present new risks for M&A deals. The National Information Technology Authority (NITA) and the FSA have intensified their oversight, particularly regarding data breaches and privacy obligations in asset transfers. With anticipated updates to the Data Protection Act, acquirers must scrutinize IT infrastructures and data handling practices to avoid post-transaction liabilities.
Statistically, while overall M&A activity in Seychelles remains modest compared to larger markets, there has been a marked increase in transactions involving fintech and ESG-focused companies, as reported in the FSA’s 2024 annual review. The outlook for 2025 and beyond suggests continued regulatory tightening, with a focus on greater transparency, digital asset oversight, and ESG integration in M&A processes. Businesses and legal advisors must therefore stay attuned to evolving compliance obligations and emerging risks to ensure successful deal execution in Seychelles’ dynamic legal environment.
Future Outlook: Predicted Legal Shifts Through 2030
Looking ahead to 2030, the legal landscape for mergers and acquisitions (M&A) in Seychelles is expected to evolve in response to both global trends and local economic priorities. As a jurisdiction historically sought for its business-friendly regulatory framework and robust financial sector, Seychelles has been actively working to align its legal infrastructure with international standards, particularly in the wake of increasing global scrutiny regarding transparency, anti-money laundering (AML), and anti-corruption measures.
In 2025, the key statutes governing M&A in Seychelles remain the Companies Act, 1972 (as amended), which sets out the procedures for mergers, amalgamations, and acquisitions, and the Fair Trading Act, 2022, which empowers the Fair Trading Commission to review and assess mergers for potential anti-competitive effects. The Fair Trading Commission continues to play a central role in merger control, with recent amendments expanding its oversight and investigation powers.
Recent compliance trends indicate a shift toward enhanced due diligence and reporting requirements for M&A transactions, especially those involving cross-border elements or entities in regulated sectors such as banking and insurance. The Financial Services Authority has issued updated guidance on beneficial ownership and risk assessments, reflecting Seychelles’ commitment to meeting the recommendations of the Financial Action Task Force (FATF).
Statistically, official data from the Financial Services Authority shows a moderate but steady flow of M&A activity, primarily involving international business companies (IBCs) and firms in the financial services and tourism sectors. The number of merger notifications submitted to the Fair Trading Commission has increased annually since 2022, indicating growing compliance awareness and regulatory engagement.
Looking forward, several legal shifts are anticipated by 2030:
- Further amendments to the Companies Act to streamline cross-border M&A processes and clarify regulatory thresholds.
- Greater harmonization of competition law with regional bodies such as the COMESA Competition Commission, in line with Seychelles’ commitments as a member state.
- Introduction of digital platforms for M&A filings and transparent public registers, enhancing the efficiency and traceability of transactions.
- Potential tightening of sector-specific approvals, especially in strategic industries, as part of national economic protection policies.
As global regulatory standards continue to rise, market participants engaging in M&A in Seychelles should anticipate more rigorous scrutiny and proactive engagement from local authorities. Early legal and compliance planning will remain crucial to navigate the evolving landscape through 2030 and beyond.
Official Resources and Guidance for M&A in Seychelles
The legal and regulatory framework governing mergers and acquisitions (M&A) in Seychelles is shaped by a combination of domestic legislation and oversight from key regulatory bodies. To ensure compliance and transparency, parties involved in M&A transactions must engage with official resources and seek guidance from recognized authorities.
- Registrar of Companies: The Financial Services Authority (FSA) is the principal regulator for company registration and administration in Seychelles. Its portal provides access to the Companies Ordinance, application forms, and compliance guides relevant to share transfers, amalgamations, and restructuring processes.
- Competition Regulation: The Fair Trading Commission (FTC) oversees competition law compliance, including the review of mergers that may impact market structure. The FTC’s official site offers publications, merger notification forms, procedural guidelines, and explanatory notes on thresholds and review timelines mandated under the Fair Competition Act.
- Sectoral Regulation: For transactions in regulated sectors such as banking and insurance, the Central Bank of Seychelles and the FSA issue sector-specific directives and approval requirements for changes in control or ownership of licensed entities. Their websites host circulars, licensing procedures, and fit-and-proper guidelines for acquirers.
- Tax and Economic Substance: The Seychelles Revenue Commission provides official tax guidance pertaining to capital gains, stamp duty, and economic substance regulations applicable to M&A activity. The site details filing obligations, available incentives, and penalties for non-compliance.
- Legal Reference and Practice: The Seychelles Legal Information Institute (SeyLII) maintains an online repository of statutes, regulations, and case law, including decisions on precedent-setting M&A and company law matters. This resource is invaluable for legal practitioners and parties seeking precedents or statutory interpretation.
- Professional Guidance: Leading law firms such as Appleby and S.A.B. Law Chambers regularly publish updates, client alerts, and practical guides that interpret recent legal developments and regulatory changes affecting M&A transactions in Seychelles.
These official sources collectively provide a comprehensive foundation for navigating the complexities of M&A law in Seychelles, ensuring market participants have access to authoritative, up-to-date guidance as the regulatory environment evolves through 2025 and beyond.
