Why Incorporate in the Seychelles?
The Seychelles is one of the world’s most dynamic and fastest growing offshore jurisdictions offering clients a tax-efficient base for their operations.
The International Business Companies Act, 2016, governs the operations of offshore companies. The registration process in Seychelles is straightforward.
- Modern corporate legislation aimed at boosting both foreign and locally sourced investment
- Recently enacted legislation includes the Protected Cell Companies Act, 2003; the Interactive Gambling Act, 2003; and the Limited partnerships Act, 2003
- Modern banking facilities
- Established business and technical support with advanced telecommunication infrastructure
- Professional network of company secretarial, legal and financial experts
- Efficient trust legislation
- Efficient aircraft and shipping registries
- Provision for the formation and domiciliation of mutual funds and captive insurance companies
- An International (Free) Trade Zone for manufacturing and service companies, benefiting from zero taxation, streamlined application procedures and the ready availability of work and resident permits
- Enjoys tax treaties with China, South Africa and Indonesia
- The language of business is English and French
Services Offered
- Incorporation, management and administration of Seychelles IBC companies and Seychelles CSL companies (Zero tax IBCs incorporated within 24 hours)
- Company secretarial services
- Provision of professional directors and nominee shareholders
- Registered office services
- Seychelles trust formation & trustee services
- Seychelles yacht and ship registration
- Introductions to Seychelles’s professional network of company secretarial and offshore planning experts
All our offices can provide services relating to Seychelles via our Seychelles office.
General Information
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 & 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 Seychelles International Business 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.
Seychelles Company & Trust Information
International Business Company
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$150 |
| Taxation on foreign income | Nil |
| Double taxation treaty access | Yes |
| Share Capital or Equivalent | |
| Standard currency | US$ |
| Permitted currencies | Any |
| Minimum paid up | US$1 |
| Usual authorised | US$ 1,000 |
| Directors | |
| Minimum number | One |
| Local required | No |
| Publicly accessible records | No |
| Requirement to file register of directors for registration by the registrar | Yes |
| Public access | Yes |
| Location of meetings | Anywhere |
| Members | |
| 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 | Yes |
| Publicly accessible accounts | No |
| Others | |
| Requirement to file annual return | Yes |
| Change in domicile permitted | Yes |
Company Information
Type of Company for International Trade and Investment
International Business Company
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
- Own an interest in immovable property situated in Seychelles or lease of immovable property situated in Seychelles
- Carry on banking business (as defined in the 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 Providers Act (CAP 275) except:
- To the extent permitted under the International Corporate Service Providers Act (Cap 275) and
- 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 outside Seychelles in which it carries on such business
- Carry on securities business (as defined in the Securities Act) in Seychelles 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 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.
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 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”.
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 and Corporate Documents
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 of a company 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 accompanies 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
Yes. Required to keep a Register of Beneficial Owners at its registered office in 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 Fee
Annual Licence Fee of US$ 150 irrespective of Share Capital.
Financial Statements Required
There is a requirement to file a Financial Summary at the registered office as well as all accounting records.
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 directors 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. In any case, accounting records must be lodged at the registered office every 6 months being January and July.
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.
Seychelles CSL (Companies Special Licences)
The Special License Company is a zero tax company (however local sourced income are taxed at the normal local rates). A CSL is also able to access and use the growing number of double tax avoidance treaties concluded by Seychelles. A CSL is formally considered tax-resident in Seychelles, which in turn allows for easier conduct of its business abroad.
Key Corporate Features
| General | |
|---|---|
| Type of Company | CSL |
| Type of Law | Hybrid |
| Shelf company availability | No |
| Our time to establish a new company | At least one month |
| Minimum government fees (excluding taxation) | US$1,000 |
| Corporate Taxation | 0% for foreign sourced income, normal local rates for local sourced income |
| Double Taxation Treaty Access | Yes |
| Share Capital or Equivalent | |
| Standard currency | US$ |
| Permitted currencies | Any except Rs. |
| Minimum paid up | US$1 (At least 10% of authorized share capital must be issued and paid up) |
| Usual authorised | US$ 5,000 |
| Directors or Managers | |
| Minimum number | Two |
| Local required | No (but necessary for DTA reliance cases) |
| Publicly accessible records | Yes |
| Location of meetings | Anywhere |
| Members | |
| Minimum number | Two |
| Publicly accessible records | No |
| Location of meetings | Anywhere |
| Company Secretary | |
| Required | Yes |
| Local or qualified | Local |
| Accounts | |
| Requirements to prepare | Yes |
| Audit requirements | Yes |
| Requirements to file accounts | Yes |
| Publicly accessible accounts | No |
| Other | |
| Requirement to file Annual Return | Yes, but not public |
| Change in domicile permitted | Not applicable |
Seychelles CSL Information
Type of company for international Trade and Investment
Companies Special Licences.
Procedure to Incorporate
Submission of the following to SIBA:
- A certificate signed by a legal practitioner in Seychelles to the effect that the memorandum and articles of the company with the Companies Act 1972 read with the Companies (special Licences) Act 2003.
- Names and addresses of shareholders and where any such shareholder is a nominee, the name and address of the person on whose behalf the shares are held by the nominee.
- The memorandum and articles of association duly signed and dated.
- A written declaration containing:-
- The names and addresses of the directors
- The name and address of the secretary
- The address of the registered office of the company
- A description of each business the company proposes to engage in.
- The name reservation certificate, if any has been issued.
- If Authority approves 3, 4 and 5 are forwarded to the registrar of domestic companies who will register the memorandum and articles of and issue Certificate of Incorporation under the Companies Act, 1972.
- FSA then issues a Special Licence to the company to carry on its business.
Restrictions on Trading
Allowed and expected activities are:
- Investment banking and advice
- Offshore banking
- Offshore insurance
- Reinsurance
Business of:
- An Investment company
- A holding company
- A marketing company
- Company holding intellectual property
- A headquarters company
- A human resources company
- A franchise company
- Business under and ITZ licence
- Any other business approved by the Authority
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.
Time to Incorporate
At least 1 month (including licensing).
Name Restrictions
Anything identical or similar to a company already incorporated. Anything that implies patronage of the Seychelles, or any other government, royal, imperial or any other name that may imply that a company intends to undertake an undesirable activity.
Language of Name
The name can be in any language, but must be accompanied by a translation in English or French. The documentation will normally be in English.
Suffixes to Denote Limited Liability
Normally denoted by Limited in the case of a public company or Proprietary Limited in the case of a private company.
Disclosure of Beneficial Ownership to Authorities
Information regarding beneficial ownership is disclosed only to FSA.
Seychelles CSL Compliance
Authorised and Issued Share Capital
Normally Seychelles Rupees 25,000 (approx. US$ 5,000).
Classes of Shares Permitted
Registered shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights.
Bearer Shares Permitted
No.
Taxation
CSL is taxed at a rate of 0% on foreign sourced income and at normal local rates for local sourced income.
Fees
Application Fee for incorporation (One-off) US$ 200
Annual Licence Fees
Licence fee – US$ 1,000. Annual Return Filing Fee US$200
Financial Statements Required
Company needs to submit only to FSA annual returns and documents related to the accounts not more than 90 days after the end of each financial year of the company.
Seychelles International Trust
Seychelles International Trusts are commonly used in conjunction with the Seychelles International Business Companies. By using a trust to hold shares in the IBC, an additional layer of legal protection is provided for the owner. Moreover, this can enable beneficiaries to defer or avoid any possible tax on the profits of the IBC for an indefinite period.
Key Corporate Features
| General | |
|---|---|
| Type of entity | Trust |
| Type of law | Hybrid |
| Suggested proper law | Seychelles |
| Our time to establish a new company | 2 days |
| Minimum government fees (excluding taxation) | US$100 |
| Taxation on foreign income | Nil |
| Double taxation treaty access | No |
| Trust Assets | |
| Standard currency | US$ |
| Permitted currencies | Any |
| Limitation to trust assets | No property or assets situated in the Seychelles |
| Trustees | |
| Minimum number | One |
| Local required | Yes, qualified |
| Publicly accessible records | No |
| Location of meetings | Anywhere |
| Beneficiaires | |
| Minimum number | One |
| Publicly accessible records | No |
| Can settlor and trustee be a beneficiary | Yes, but not sole beneficiary |
| Accounts | |
| Requirements to prepare | Yes |
| Audit requirements | No |
| Requirements to file accounts | No |
| Publicly accessible accounts | No |
| Requirement to file annual return | No |
| Other | |
| Change in domicile permitted | Yes |
Trust Information
Type of Trust
Discretionary, Charitable, Purpose.
Procedure to Incorporate
After completing the documents required for a Trust, a declaration by the Trustees is to be made to the authorities confirming that the settlor is not resident of the Seychelles, the Trust property does not include immoveable property situated in the Seychelles and the Trust qualifies as an International Trust.
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.
Local Trustee Required
Yes, must be licensed in the Seychelles.
Registered Office Required
Yes.
Time to Register
Two days.
Name Restrictions
Anything identical or similar to a company already incorporated. Anything that implies patronage of the Seychelles, or any other government, insurance, royal, imperial or any other name that may imply that a company intends to undertake a licensable or undesirable activity.
Language of Name
The name can be in any language, but must be accompanied by a translation in English or French. 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.
Disclosure of Beneficiaries to Authorities
No.
Trust Features
Type Assets
The assets of the trust can be anything other than a property situated in the Seychelles or any shares, debentures, or any interests in any body incorporated under the law of a country other than Seychelles or an International Business Company or another International Trust.
Classes of Shares Permitted
Registered shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights.
Bearer Shares Permitted
No.
Taxation
An International Trust is exempted from local taxation subject to the above.
Financial Statements Required
There is no requirement to file financial statements, but a trust must keep records to reflect its financial position.
Corporate Trustees
The minimum number of Trustees is one, and must be a licensed Trustee in the Seychelles.
Beneficiaries
An identifiable and ascertainable beneficiary has to be defined on creation of a trust. However beneficiaries can be added and excluded at any time by the Trustees. A settlor or trustee may also be a beneficiary but shall not at any time be the sole beneficiary of the Trust.
