Company Incorporation in Seychelles
The type of Seychelles company formation used for international trade and investment is the International Business Company (IBC). The principal corporate legislation is the International Business Companies Act of 1994. This provides a comprehensive regime for the incorporation, regulation, operation, and taxation of IBCs. It is an extremely flexible piece of legislation and provides for a minimum of disclosure. A Seychelles IBC has the same powers as a natural person. The language of legislation and corporate documentation is either English or French. If any other language is used, a translation in either English or French is required. There are no specific statutory provisions governing secrecy in relation to Seychelles companies. However, English Law imposes a Common Law duty on professionals to keep the affairs of their clients confidential.
The following restrictions apply to trading and business activities:
- An IBC is not allowed to trade within the Seychelles or own real estate there.
- A Seychelles company does not have the right to engage in the business of banking, insurance, assurance, reinsurance, fund management, other than of the company’s own assets or any other activity that would suggest an association with the banking and insurance industries.
- A Seychelles IBC cannot provide registered office facilities in the Seychelles, or sell its shares to the public.
Seychelles incorporation procedure involves filing the Memorandum of Incorporation at the Registry. The Articles of Association can either be filed at the same time or within 30 days of incorporation. A registered office is required; this must be maintained in the Seychelles at the offices of a licensed management company. As a matter of local company law, Seychelles company formation must have a registered office address within the Seychelles and must also appoint a Seychelles resident as registered agent. Off-the-shelf Seychelles companies are available.
Company names are subject to the following requirements and restrictions:
- A name can be in any language, but must be accompanied by a translation. Documentation must be in English, although it is possible to have bilingual documentation in both English and Chinese.
- Any name identical or similar to that of a company already incorporated is not acceptable.
- Anything that implies patronage by the Seychelles or any other government, words such as insurance, royal, imperial or any other name that may imply that a Seychelles company formation intends to undertake a licensable or undesirable activity is not acceptable.
- Limited, Corporation, Incorporated, Societe Anonyme or abbreviations thereof must be used to denote limited liability. Other suffixes such as BV, GmbH, SARL may also be used.
The minimum number of directors is one. Directors may be either natural persons or bodies corporate. They may be of any nationality, and there is no requirement for them to be resident in the Seychelles. 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, may be of any nationality and be resident anywhere. The minimum number of shareholders is one, and shares can be issued in bearer or registered form. Details of shareholders and directors do not appear on the public file, although a Register of Members must be maintained. Meetings need not take place in the Seychelles companies.
Seychelles IBCs are normally incorporated with an authorized share capital of US$ 100,000 with par value, this being the maximum to qualify for the minimum license fee. The authorized share capital may be expressed in any currency. The minimum issued capital is either one share with no par value or one share with par value. The following classes of shares are permitted: registered shares, bearer shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights.
Annual Taxation and Fees
A Seychelles company is exempted from local taxation.
The license fee depends on the authorized capital:
- US$ 100 if authorized share capital is less than US$ 100,000
- US$ 1,000 if the authorized share capital exceeds US$ 100,000
There is no requirement to file financial statements, but a Seychelles company must keep records that reflect its financial position.