Company Registration | Seychelles

International Business Companies Act, 2016 (as amended).

International Business Company - International Business Company (IBC). All offshore enterprises in the Seychelles may be established only in the form of an International Business Company, which by its legal organisational status is a private limited liability company.

International Trust - a form of offshore enterprise also available for ownership and management by a foreigner in the Seychelles. No restrictions are imposed on an international trust.

Company Special Licence - an enterprise of this form is registered if a foreigner needs to show taxes paid on its activities.

The International Trade Zone also belongs to the offshore sector of the Seychelles economy and is characterised by the fact that the following company activities are permitted there: assembly, finishing and packaging operations; production of goods, processing and reprocessing of semi-finished products; redistribution and re-export of goods from the Seychelles.

The authorized capital of the company is declared; there are no requirements for mandatory payment or for setting a minimum or maximum amount.

Registered shares and bearer shares may be issued, with or without par value, stated in any currency.

Shareholders of the company may be either legal entities or individuals who are residents of any country in the world. The minimum number of shareholders is one.

Directors of the company may be legal entities or individuals who are residents of any country in the world. The minimum number is one director, who has all powers except those within the exclusive competence of the shareholders (determined by the memorandum, articles of the company and/or law). Nominee and corporate directors are permitted.

In an International Trust, at least one trustee must be a resident of the Seychelles and licensed to carry out such activity.

Meetings may be held in any country in the world; meetings may also be held by telephone. Minutes of meetings may be kept at any address specified by the shareholders of the company in the constitutional documents.

The company is exempt from taxes on profit, distributed dividends and capital gains. It is guaranteed repatriation of 100% of capital and profits from activities outside the jurisdiction. An offshore company is exempt from import duties on vehicles, equipment, raw materials and semi-finished products.

A Company Special Licence pays tax at the rate of 1.5% of net profit.

For an IBC (non-PCC), the annual fee is US$140

For an IBC (non-PCC), the rate does not depend on the amount of authorised capital

Annual registration renewal fees are fixed for life. If the state increases the fees, they remain unchanged for previously registered companies. If the fees are reduced, the company pays the reduced fee. If renewal fees are not paid by December 31 of the current year (during this period invoices are issued with two late-payment penalties), the company will be struck off the register. Within 3 years it may be restored to the register of companies upon payment of penalty fees. After this period the Registration Chamber automatically dissolves the company.

Any activity not prohibited by law. A special licence is required for banking, insurance and reinsurance services. Each offshore company must have its own registered agent and maintain a registered office of the company.

Companies established under the International Business Companies Act 1994 are prohibited from conducting commercial activity with residents of the Seychelles and from owning real estate in the administrative territory of the Seychelles. It is also prohibited to engage resident companies for administrative management and to provide registered-agent services to resident companies.

The possibility of carrying out activities in the Seychelles is provided by law in cases where:

48 hours from the time all required documents are provided.

Company names may be registered in any language (with mandatory translation into English or French). The words "Limited", "Corporation", "Incorporated", "Societe Anonyme" or "Sociedad Anomina", “Public Limited Company”, “Societe”, “a Responsabilite Limitee”, “Berhad”, “Proprietary”, “Namloze Venootschap”, “Besloten Venootschap”, “Aktiengesellschaft” or “Limited Life Company”, or the abbreviations "Ltd", "Corp", "Inc", "S.A." “PLC”, “S.A.R.L”, “Bhd”, “Pty”, “NV”, “BV”, “A.G.” or “LLC” will form part of the name of each company.

Memorandum of incorporation, articles of association (Memorandum and Articles of Association).

Provided by the registered agent and must be located within the administrative territory of the jurisdiction. Used only to receive postal correspondence from government authorities.

The law guarantees confidentiality of owners; there is no register of directors and shareholders of an IBC company. The only documents kept in the companies register are copies of the certificate of incorporation, articles of association and memorandum of association of the company. Any corporate and tort matters concerning IBC companies may be considered only under the "JUDGE IN CHAMBERS" principle, that is, at a closed hearing of the parties, while a third party's request for disclosure of information about company activities may be satisfied only upon presentation of a warrant issued on the basis of an investigation into suspected illegal possession, manufacture and transportation of drugs, drug trafficking, illegal arms trading and laundering of money obtained as a result of criminal activity.

Place where financial documents are kept - any country in the world. (The Registrar of Companies - Seychelles International Business Authority - must have information on where these documents are kept).

The law does not prohibit acquisition of already registered companies, except those incorporated under the Companies Act 1942.

The law does not restrict the company in its choice of banks and the countries where they are located, or the total number of accounts required for its own commercial needs. The law ensures confidentiality of information about the company's banking transactions.

Not applicable. Individuals are prohibited from exporting banknotes or coins with a denomination exceeding 2,000 Seychelles rupees.

Botswana, Vietnam, Indonesia, China, Mauritius, Malaysia, Oman, Thailand, South Africa.