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SEYCHELLES OFFSHORE INTERNATIONAL BUSINESS COMPANIES (IBC)

Overview Key Corporate Features General Information Company Information Compliance Related Resources How to Proceed

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OVERVIEW

Seychelles International Business Companies are useful alternatives to offshore companies established in jurisdictions such as the British Virgin Islands.

In December 1994 the Seychelles enacted legislation enabling the registration of International Business Companies, International Trusts and the licensing of International (free) Trade Zone Companies. More recent legislation covers the licensing of offshore banks, offshore Insurance, mutual funds activities and the regulating of a securities industry. The new laws were a result of intensive studies of long established offshore jurisdictions and world-wide trust legislation.

Although not dissimilar to those of the well-established offshore jurisdictions such as the Cayman, the laws take a most comprehensive, modern and attractive approach to the establishment and operation of offshore companies, mutual funds, offshore banking, offshore insurance and freeport activities.

Seychelles is one of the fastest IBC registrar in the world. The International Business Companies Act, 2016, governs the operations of offshore companies. The registration process in Seychelles is straightforward.

KEY CORPORATE FEATURES
General
Type of Company IBC
Type of Law Hybrid
Shelf company availability Yes
Our time to establish a new company 2 days
Minimum government fees (excluding taxation) US$ 100
Taxation on Foreign income Nil
Double Taxation Treaty Access No
Share capital or equivalent
Standard currency US$
Permitted currencies Any
Minimum paid up US$1
Usual authorised US$100,000
Directors
Minimum number One
Local required No
Publicly accessible records No
Requirement to file register of directors for registration by registrar Yes
Public Access Yes as from 1st Dec 2018
Location of meetings Anywhere
Shareholders
Minimum number One
Publicly accessible records No
Location of meetings Anywhere
Company Secretary
Required No
Local or qualified No
Accounts
Requirements to prepare Yes
Audit requirements No
Requirements to file accounts No
Publicly accessible accounts No
Other
Requirement to file annual return Yes
Change in domicile permitted Yes

GENERAL INFORMATION

The Seychelles group of islands in the Indian Ocean comprises over one hundred named islands, most being situated between four and five degrees South of the equator. The largest island is Mahé.

Population

The Seychelles has a population of around 90,000, descended primarily from French settlers, Africans, British sailors and traders from India, China and the Middle East.

Political Structure

Discovery of the Islands is credited to the Portuguese explorer Vasco de Gama. The first French settlement was established on St. Anne Island on the 27th August 1770.

In 1814 the Seychelles, along with Mauritius, were ceded to Great Britain under the terms of the Treaty of Paris. It was only in 1960 that the first gradual constitutional reforms were introduced.

The Head of State is the President and a National Assembly of directly elected Members heads the legislative side of Government. Seychelles is an independent republic within the British Commonwealth.

Infrastructure and Economy

The Seychelles economy is primarily tourism and fishing based. Industrial fishing is on the increase.

The rapidly expanding financial sector, linked to the establishment of the Financial Services Authority and a suite of progressive laws facilitating the establishment of offshore structures and encouraging inward investment, is now a significant element of the economy.

An ever-increasing number of international banks and insurance companies have established either branches or subsidiaries whom, together with local management, accounting and legal firms provide clients with support.

The Port of Victoria is well equipped with modern cargo handling equipment and has more than 6,000 square metres of covered storage space.

The Seychelles International Airport is one of the finest in the Indian Ocean region. In addition to the national flag carrier, Air Seychelles, the airport is served by a number of other airlines.

Language

The official languages are English, French and Creole. Creole is spoken widely. English is the main language of business.

Currency

Seychelles Rupee.

Exchange Control

There is no exchange controls in the Seychelles.

Type of Law

Based on English Common Law and French Civil Law.

Principal Corporate Legislation

The International Business Companies Act 2016.

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SEYCHELLES COMPANY INFORMATION

Type of company for international Trade and Investment

International Business Companies.

Procedure to Incorporate

Prior approval of the company name is required. Application by the ICSP to the Registrar to incorporate the company in the approved format and providing the required information. The Registrar will issue a unique company registration number. Within 3 working days of the issuance of the company registration number by the registrar, the ICSP shall submit at least 3 copies of the company's Memorandum and Articles Association to the Registrar who shall incorporate the company and issue its Certificate of Incorporation.

Restrictions on Trading
  • Carry on Business in Seychelles
  • Own an interest in immovable property situated in Seychelles or lease of immovable property situated in Seychelles
  • Carry on banking business (as defined in Financial Institutions Act) in or outside Seychelles
  • Carry on Insurance Business (as defined in the Insurance Act) in Seychelles or outside Seychelles unless it is licensed or otherwise legally able to do so under the laws of each country outside Seychelles in which it carries on such business
  • Carry on business providing international corporate services, international trustee services or foundation services (as defined in the International Corporate Services Act (CAP 275) except:
    1. To the extent permitted under the International Corporate Service Providers Act (CAP 275) and
    2. In the case of carrying on such business outside Seychelles, if the company is licensed or otherwise legally able to do so under the laws of each country inside Seychelles in which it carries on such business
  • Carry on securities business (as defined in the Securities Act)
    1. In Seychelles; or
    2. Outside Seychelles unless it is licensed or otherwise legally able to do so under the laws of each country outside Seychelles in which it carries on such business
  • Carry on Business on mutual fund (as defined in Mutual Fund and Hedge Fund Act) unless it is licensed or otherwise legally able to do so under the Mutual Fund and Hedge Fund Act or under the laws of a recognised jurisdiction (as defined in the Mutual Fund and Hedge Fund Act)
  • Carry on gambling business (as defined in the Seychelles Gambling Act), including interactive gambling business
    1. In Seychelles; or
    2. Outside Seychelles unless it is licensed or otherwise legally able to do so under the laws of each country outside Seychelles in which it carries on such business
Powers of Company

A Seychelles incorporated Company has the same powers as a natural person.

Language Of Legislation and Corporate Documents

English or French. If any other language is used it must be accompanied by a translation in either English or French.

Registered Office Required

Yes, must be maintained in the Seychelles and shall be the same address as that of its registered agent.

Shelf Companies Available

Yes.

Time to Incorporate

24 to 48 hours.

Name Restrictions

Must end with word "Limited", "Corporation", or "Incorporated", or abbreviation "Ltd", "Corp", or "Inc". The name of a protected cell company shall end with words "Protected Cell Company" or with the abbreviation "PCC".

Anything identical or similar to a company already incorporated. Anything that suggest or is calculated to suggest the patronage of the Government of Seychelles, or any other government. Should not include a prohibited word, phrase or abbreviation referred to in Part 1 of the Third Schedule or Part 11 of the Third Schedule of the Act.

Language of Name

The name of the company may be expressed in any language, but must be accompanied by a translation in English or French; and where the name is in the English or French language, it may have an additional foreign character name.

The documentation will either be in English, or it is possible to have bilingual documentation in English and Chinese or any other language accompanied by a translation in English or French.

Suffixes to Denote Limited Liability

Must end with the word "Limited", "Corporation", or "Incorporated", or abbreviation "Ltd", "Corp", or "Inc". The name of a protected cell company shall end with the words "Protected Cell Company" or with the abbreviation "PCC".

Disclosure of Beneficial Ownership to Authorities

No. Requirements to keep a Register of Beneficial Owners at its registered office in Seychelles.

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SEYCHELLES COMPLIANCE

Authorised and Issued Share Capital

Seychelles IBCs can be incorporated with an authorised share capital of US$ 1 or any amount.

Classes of Shares Permitted

A company may issue more than one class of shares; may be redeemable, confer no rights, or preferential rights to distribution; confer special, limited or conditional rights, including voting rights; confer no voting rights; participate only in certain assets of the company; be convertible to another class or series.

May issue a class of shares in one or more series. May be issued as a par value share or a no par value share. Shall not have share capital consisting of shares which include par value and no par value shares. Par Value Shares may be expressed in any currency. May issue fractional share. Bearer Shares are prohibited.

Taxation

An International Company is exempted from local taxation.

Licence Fees

Annual Licence Fee is US$100 irrespective of Share Capital.

Financial Statements Required

There is no requirement to file financial statements, but a company must keep records to reflect its financial position.

A company shall keep reliable accounting records that are sufficient to show and explain the company's transactions, enable the financial position of the company to be determined with reasonable accuracy at any time and allow for accounts of the company to be prepared. The accounting records shall be kept at the registered office in Seychelles or such other places as the directions think fit. The company must inform the registered agent of the physical address at which the accounting records are kept where the accounting records are not kept at the registered office.

Directors

The minimum number of directors is one, who may be a natural person or a body corporate. They may be of any nationality and need not be resident in the Seychelles.

Company Secretary

A Seychelles IBC need not appoint a company secretary, although it is customary to do so. The secretary may be a natural person or body corporate, be of any nationality and need not be resident in the Seychelles.

Shareholders

The minimum number of shareholders is one.

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HOW TO PROCEED

A bespoke 'offshore' solution can be complex and requires careful planning and execution. We therefore encourage our clients to contact us directly, without obligation, for a Free Initial Consultation.

Our experienced consultants will gladly assist with advice on how to approach your particular challenge.

To make contact with a consultant at one of our offices who speaks your language, click here for a full list of our office contact details.


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