The Republic of the Seychelles is an archipelago of 115 tropical islands located in the Indian Ocean. The Seychelles became a British colony in 1903 but gained its full independence in 1976 and is a member of the Commonwealth. The legal system in the Seychelles is based on English Common law, French civil law and customary law. The Companies Law 1972, which emulates English law, governs the formation of domestic company types such as the Public company, private company limited by shares or guarantee. Offshore entities can take several forms i.e. the Limited Life Company, Limited Partnerships or Special Licence Company. In December 1994 the Seychelles legislation enabling the registration of International Business Companies, International Trusts and the licensing of International (free) Trade Zone Companies. The most common form is International Business Companies (IBC) incorporated under the International Business Companies Act 1994. Below is our Seychelles IBC package:
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Our Fees £750 |
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Renewal £550 |
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Seychelles IBC
The IBC has proven to be the most popular product being offered by the Seychelles. The IBC is incorporated under the Seychelles International Business Companies Act of 1994 and regulated by SIBA. The IBC usually takes the form of a private company limited by shares and is subject to certain stipulation:
- The IBC must refrain from business activities with residents of the Seychelles;
- The IBC must not hold any interest in Seychelles real property but property may be leased for office use only;
- Insurance, re-insurance, Banking or Trust business is permitted only if an appropriate licence is issued;
- An IBC is strictly prohibited from undertaking the business of company management or providing registered facilities for Seychelles-incorporated companies.
The benefits from choosing a Seychelles IBC are as follows:
- Confidentiality : There are no requirements for details of the Director, Secretary, Shareholder and Beneficial Owners to be filed with the Registry of International Business Company of Seychelles. All details of Directors, Secretary, Shareholder and Beneficial Owner are filed with the Registered Agent only. The details of the Company Officers, Shareholders and Beneficial Owners are not accessible to the public even if a search for the company is conducted at the Registry.
- Taxation : An IBC is a non tax resident in Seychelles and is exempted from foreign sourced income, withholding tax, inheritance tax and stamp duty.
- Registered or Bearer shares permitted: While bearer shares are being outlawed in some jurisdictions they are still permitted in the Seychelles Unlike the BVI there is no statutory requirement for a custodian guardian to be appointed in relation to bearer shares. An IBC may hold an Offshore Corporate Bank account in Seychelles
- Fast incorporations and name approvals : Same day incorporation and preparation of documents (if instructions are received within reasonable time)
- Less expensive than in other jurisdictions : Low annual Government licence fee of US$100 (included in our fees), irrespective of the amount of the authorised share capital of the company. There is no requirement to file financial accounts or annual company return in Seychelles, hence no maintenance cost.
The registration of a Seychelles IBC
Name of the company : A Seychelles IBC name must end in an approved suffix to denote limited liability. There include "Limited", "Ltd.", "Corporation", "Corp.", "Incorporated", "Inc.", "Socit Anonyme", "S.A.", "Namloze Vennootschap", "Berhad" or their abbreviations. The full list of approved suffixes is available. It is prohibited for a Seychelles IBC name to contain words such as "Assurance", "Bank", "Trust", "Building Society", "Cooperative", "Chamber of Commerce", "Chartered", "Insurance", "Imperial", "Municipal" or "Foundation" or which suggests the patronage of any Government. It is prohibited to use a name already in use or any names deemed by the Registrar to be indecent, offensive or misleading. The following words are prohibited as IBC names unless evidence of the appropriate licence or permission is provided: "Casino", "Fund", "Securities" and "University". The name can be in any language, but must be accompanied by a translation in English or French. IBC name restrictions:
Memorandum and Articles of Association : An IBC is incorporated in Seychelles by application made to the Registrar of Companies. Memorandum and Articles of Association must be filed with the Registrar. Memorandum specifies the activities in which the company may engage and Articles of Association specify the rules governing the internal management of the company. Subject to any limitation in its Memorandum or Articles, a company incorporated under Seychelles IBC Act may amend its Memorandum or Articles by a resolution of members or, where permitted by its Memorandum or Articles or by Seychelles IBC Act, by a resolution of directors. A limited life company may by resolution alter its Memorandum to extend the period of the duration of the company to such period or periods not exceeding in aggregate 99 years from the date of its incorporation. A company that amends its Memorandum or Articles shall submit a copy of the amendment certified by a director or officer of the company to the Registrar within 30 days after the resolution is approved or consented and the Registrar shall retain and register the copy of the amendment. An amendment to the Memorandum or Articles has effect from the time the amendment is registered by the Registrar.
Shareholders : A minimum of one shareholder is required which may be an individual or a corporate body. The details of company beneficial owners and shareholders do not have to be disclosed.
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. There is no public access to details of the company directors. This information is kept only at the offices of the Registered Agent in complete confidentiality.
The share capital : There is no specific minimum capital requirement. The standard authorized share capital is US$ 100,000. The standard minimum issued capital is US$. The International Business Companies Act 1994 (the IBC Act) allows for a Seychelles IBC to issue registered and/or bearer shares (although, if so required, an IBCs Memorandum and Articles of Association (Memo & Arts) may prohibit issuance of bearer shares). The IBC Act requires that all issued shares be paid-up. The standard currency is the United States Dollar, but any other convertible currencies are permitted.
Company Secretary : The appointment of a Company Secretary is optional and in most cases is not used.
Registered Office and Agent : A Seychelles IBC is required by law to have a Registered office and a Registered Agent in Seychelles, which must hold a current licence to provide international corporate services from the Seychelles International Business Authority. All documents relating to the IBC must be filed with the Registry by its Registered agent.
Taxation : A Seychelles IBC, by definition of the law, is not subject to any tax or duty on income or profits. It is also exempt from stamp duties on transfer of property and any exchange controls.
Audit and financial returns: There is no requirement to file audited accounts or annual returns with the authorities but an IBC shall keep such accounts and records to reflect the financial position of the company. The accounts do not have to be audited and are not accessible to the public. The IBC is not required to file annual company returns.
Meetings : The directors and the shareholders meetings need not be held in Seychelles also there is no requirement for an Annual General Meeting. All meetings may be held outside Seychelles, by telephone or other electronic means.