Seychelles Company Formation
Overview of a Seychelles IBC
Seychelles offers attractive offshore formation opportunities through an International Business Company (IBC) to businesses seeking the benefits of a secure, confidential and tax-free environment.
Seychelles has been offering clients offshore formation packages since the passing of the International Business Companies Act in 1994, and has grown rapidly in the sector due to its flexible structure, exceptional protection regulations and enabling legislation, making it among the best jurisdictions for offshore company formations.
The republic of Seychelles is compromised of over 100 islands, located a thousand miles east of Africa in the Indian Ocean; and unlike other natural disaster-prone offshore jurisdictions such as the Caribbean, the island lies far away from the cyclone belt.
Seychelles is part of the British Commonwealth, and benefits from a stable political environment enabling the offshore sector with comprehensive offshore packages, created and supported by one of the most auspicious legal and regulatory authorities in the offshore global arena.
Seychelles is a flourishing offshore financial center; its formation market has become one of the fastest growing company registries in the world due to its efficacy, innovation and its broad range of offshore services.
Investors and businesses are flocking to Seychelles, taking advantage of its low cost, strict confidentiality laws and flexible incorporation regulations making the formation process simple and efficient.
If you are looking for a jurisdiction with firm privacy regulations and tax-free opportunities in a supportive offshore environment, Seychelles may be the perfect choice for your next offshore company formation.
Top Uses of a Seychelles IBC
Advantages of a Seychelles IBC
There are a number of advantages that make a Seychelles IBC a unique and attractive place to establish an IBC.
- Reasonable and set license fees
- No minimum capital requirement
- Only one shareholder or director is mandatory
- An IBC may own or manage a Seychelles-registered vessel or aircraft
- Low government fees
- Tax free structures
- A growing matrix of tax treaties used for investment into other countries
- An international trade zone
- No corporate tax
- Not required to file accounts
- Records are not publicly accessible
- Asset protection
- Well-respected and established offshore jurisdiction
- Favorable corporate laws offering an array of sophisticated, modern & flexible offshore products
- Solid banking secrecy, considered one of the best jurisdictions for protecting the privacy of its foreign investors
- Free from undesirable measures and exchange agreements
- Holds 46 tax treaties, all compliant to OECD standards
- Names of company directors and shareholders are not placed in the public registry
- Offers lenient policy on reporting interest incomes to overseas tax authorities
- Issues an innovative "Special License" company that can be used to take full advantage of Seychelles’ growing network of double taxation agreements
- No exchange controls
- Fiscal Incentives
- A skilled, professional and bilingual population
- Modern communication network
- Residence permit and work permit are available for foreign investors
- A skilled, professional and bilingual population
Key Corporate Features [Chart] of a Seychelles IBC
|Seychelles Company||Corporate Details|
|Type of Entity||LLC|
|Type of Law||Based on British Common Law and French Civil Law|
|Governed by||International Business Companies Act 1994|
|Registered Office in Seychelles||Yes|
|Shelf company availability||Yes|
|Our time to establish a new company||1 Business Day|
|Minimum government fees (excluding taxation)||USD 100|
|Access to Double Taxation Treaties||No|
|Share capital or equivalent|
|Standard currency||USD (local currency Seychellois Rupee SCR)|
|Minimum paid up||No minimum|
|Usual authorized||USD 50,000|
|Bearer shares allowed||Yes (but required to be immobilized by the registered agent)|
|No par value shares allowed||Yes|
|Publicly accessible records||No|
|Location of meetings||Anywhere
|Corporate directorship allowed||Yes
|Minimum number||One (which can be the Director)|
|Publicly accessible records||No|
|Corporate shareholder allowed||Yes|
|Location of meetings||Anywhere|
|Local or qualified||No|
|Requirements to prepare||Yes|
|Requirements to file accounts||No|
|Publicly accessible accounts||No|
|Recurring Government Costs|
|Minimum Annual Tax / License Fee||USD 100|
|Annual Return Filing Fee||NA|
|Requirement to file annual return||No|
|Migration of domicile permitted||Yes|
Requirements for Incorporation of a Seychelles IBC
The only requirements that need to be filed with the Registry are a Memorandum and the Articles of Association, which can be filed together or within 30 days of incorporation.
Taxation of a Seychelles IBC
There are a number of tax incentives for establishing a Seychelles International Business Company including:
- Zero tax on all profits derived outside of Seychelles
- No stamp duty on exchange of shares or the sale of any assets
- Zero personal income tax
- Zero corporate tax
- No capital gains tax
- No sales tax
- No withholding tax
- No value added tax
- No import of export tax
Corporate Details of a Seychelles IBC
The name of the company may be in any language; however an official translation into English or French is required if the name is in another other language.
Privacy and Confidentiality
The only records delivered to the Registrar are the Memorandum and Articles of Association, which have no reference to the beneficial owner, directors, officers or shareholders.
Principal Corporate Legislation
The International Business Companies Act 1994 governs the operations of offshore companies. Seychelles has continually improved this Act to serve the needs of offshore corporate investors through a number of amendments. Seychelles recently passed three new very important pieces of legislation: the Mutual Fund Act 2008, Securities Act, 2007 and the Insurance Act 2008.
Standard capitalization for a Seychelles IBC is USD 50,000. Share capital and total shares are unlimited. There are no minimum or maximum capital requirements for a Seychelles IBC.
The licensing fee is USD 100
Shares of the Seychelles corporation may be issued in a variety of forms including: Par or No Par Value, Voting or Non-voting, Preferential or Common, Nominal or Bearer. Shares may be issued for money or for other valuable consideration, may be issued before any payment is made, and can be issued in any currency.
Shareholders, Directors and Officers
Only one director and shareholder are required and can be the same person. Nominee shareholders and directors are permitted. No statutory requirement for officers; however, if officers are required they can also be directors and shareholders. Shareholders and directors may be of any nationality and reside in any country. Directors and shareholders may be either a natural person or a corporate entity.
Meetings of Shareholders and Directors
Seychelles IBC's are not required to hold annual shareholder meetings or board meetings. When a meeting of shareholders and directors is held, a proxy may represent a shareholder or director and speak or vote on his behalf. If meetings of an IBC are held, then the company shall keep: Minutes of the meeting of its shareholders and directors; and the records and Minutes of any meetings must either be kept at the registered office or another place chosen by the directors as long as this place is disclosed to the Registrar.
Taxation and Fees
Seychelles International Business Companies are zero tax entities as long as profits are derived outside of Seychelles. All annual renewal fees are due on the anniversary of the company. Government fees are fixed for life. IBC’s are exempt from stamp duty on exchange of shares or the sale of any assets.
Corporate Books and Records
Annual filings or accounts and financials are not required. There is no requirement to have an auditor.
A Register of all directors must be kept and maintained. A Share Register must be kept and maintained.
There are no currency limitations or foreign exchange controls
A Seychelles IBC name must indicates limited liability. Some examples include: Ltd, Corp, S.A., S.A.R.L., Bhd, Pty, NV., A.G., GmbH, LLC, Limited, or Corporation.
The name of a Seychelles IBC cannot suggest the patronage of the Seychelles Government, such as “Republic”, “Government”, “ or “national” cannot not be used. Similarly, names that include Bank, Assurance, Building Society, Chamber of Commerce, Foundation, and Trust may not be used without special permission or a special license.
A Seychelles IBC is restricted from carrying out any business inside the country, involved in real estate property, carry on banking as defined in the Financial Institutions Act 1984, a trust business, insurance company, the business of providing the registered office for companies. There are also restrictions on bearer share issuance, which requires a local registered agent to “immobilize” them. (We recommend the setting up of a Panama foundation as sole shareholder or, if unrestricted bearer shares are a must, a Panama company).
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