Seychelles International Business Companies


Seychelles International Business Companies (IBCs) are incorporated under the International Business Companies Act 1994. Seychelles IBCs are very useful and more cost efficient substitute to offshore companies established in other jurisdictions. A Seychelles IBC is a tax-free corporation which is used in all forms of international trading and investment activities.

The registration process in Seychelles is one of the most flexible and fastest.

The key features of a Seychelles IBC are as follows:

Fiscal advantages

  • No taxation on foreign income
  • No stamp duty on transfer of IBC shares
  • Minimum annual Seychelles Government License fee of US$ 100 + 7.5% Tax irrespective of Authorised capital.

Directors

  • Minimum number of directors is one
  • Corporate directors are permissible
  • No Seychelles director requirement
  • No Public filing of director details
  • No public access to director details
  • Location of Directors meetings can be anywhere
  • Directors may attend meetings via telephone or other electronic means

Shareholders (members)

  • Minimum number of shareholders is one
  • Corporate shareholders are permissible
  • No Seychelles shareholder requirement
  • No public filing of shareholder details
  • No public access to shareholder details
  • Location of shareholders meetings can be anywhere
  • Shareholders may attend meetings via telephonic or other electronic means

Beneficial owners (clients)

  • Details of beneficial owner(s) are not publicly accessible as beneficial owner details are not required to be filed with any Government office in Seychelles but with the CSPs/ RA.
  • Shares may be held by a nominee on behalf of the beneficial owner(s)

Share capital

  • Standard authorised share capital is US$100,000 (though any amount is acceptable, subject to client requirements)
  • Standard minimum issued capital is US$1
  • The standard currency is the United States Dollar, but any other convertible currencies are permitted
  • The International Business Companies Act 1994 (the “IBC Act”) allows for a Seychelles IBC to issue registered shares
  • The IBC Act requires that all issued shares be paid-up, that is, issued in exchange for payment to the Company in cash or other valuable consideration, of such amount as the directors may determine but which cannot be less than the par value per share
  • Subject to its Memo & Arts, a Seychelles IBC may issue a share certificate to a shareholder, which shall be signed by a director or other duly authorised officer of the company.

Accounts and returns

  • Accounts are prepared but no requirement for filing with authority
  • Annual declaration as to accounting records and registers to be submitted
  • Confirmation of location of accounting records to be submitted

Registered Office

  • A Seychelles IBC is required by law to have a licenced agent in Seychelles. All documents relating to the IBC must be filed with the Registry by its Registered Agent.
  • Subject to a Company’s Memorandum & Articles of Association, the Registered Agent can be changed by passing a directors’ resolution.

Statutory Registers

  • A Seychelles IBC must maintain:
    • A Register of Shares (including required particulars of shares, shareholders and share transfers); and
    • A Register of Directors and other company officers.
  • An IBC shall keep the original of such Registers at its Registered Office.

Minutes & Resolutions

  • All Minutes and Resolutions must be kept at the Registered Office or at such other place as the directors’ determine provided they inform (in writing) the Registered Agent of the address of such other place.

Miscellaneous

  • A Seychelles IBC has the same powers as a natural person, including the right to sue and be sued.
  • It is a separate legal entity with limited liability and has perpetual existence.
  • Continuation and migration of IBCs to or from Seychelles is possible.
  • A Seychelles IBC is not a Seychelles resident for taxation purposes. A Seychelles IBC may not access a Seychelles Double Taxation Avoidance Agreement.
  • A Seychelles IBC name must end in an approved suffix to denote limited liability: including “Limited”, “LTD.”, “Corporation”, “Corp.”, “Incorporated”, “Inc.”, “Société Anonyme”, “S.A.”, “Namloze Vennootschap”, “Berhad” or their abbreviations. The full list of approved suffixes is available (part 3 Schedule to the IBC Act).

IBC name restrictions:

  • 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”.

IBC trading restrictions:

  • A Seychelles IBC cannot carry on business in Seychelles (limited statutory exceptions include maintaining records and a bank account in Seychelles, holding company meetings, and engaging local advisors, etc).
  • An IBC is prohibited from carrying on the business of banking, insurance or reinsurance, and cannot provide registered office facilities in Seychelles for other companies.
  • A Seychelles IBC cannot own Seychelles real estate.

Language of IBC name:

  • While normally in English, an IBC name can also be registered in any language. This requires a translator’s certificate (English or French translation and transliteration).
  • It is also possible to have bilingual Memorandum & Articles of Association documentation in English or French and any other language.

Features of a Seychelles CSL:

       

General

  Type of the company   International Business Companies (IBCs)
  Type of law   Hybrid
  Ready-made company available   Yes
  Legislations   International Business Companies Act 1994(As amended)

Directors

  Minimum number of directors   One
  Corporate directors permissible   Yes
  Local directors required   No
  Publicly accessible records of directors   No
  Location of meetings   Anywhere

Shareholders (Members)

  Minimum number of shareholders   One
  Corporate shareholders permissible   Yes
  Local shareholder required   No
  Publicly accessible records   No
  Location of meetings   Anywhere

Beneficial Owners

  Publicly accessible records of beneficial owners   No
  Shares may be held by a nominee on behalf of beneficial owner(s)   Yes

Company Secretary

  Required   No
  Local or qualified secretary   No

Share Capital

  Standard Share Capital   USD100,000
  Standard minimum issued capital   USD1
  Registered Shares permissible   Yes
  Issued share capital must be paid-up   Yes

Accounts and Returns

  Requirement to prepare accounts   Yes
  Requirement to file accounts   No
  Audit requirements   No
  Publicly accessible accounts   No

Other

  Taxation on foreign income:   Depending on the specific activities of the IBC it may have to pay taxes in other countries. It is recommended that the client consults a tax professional in the countries where the IBC will operate.
  Double taxation treaty access   No
  Migration / redomiciliation of companies to or from Seychelles:   Yes

Premier can form a Seychelles IBC in a timely and professional manner. If you are looking for an offshore company in a reputable jurisdiction which offers confidentiality, limited liability, asset protection, tax savings or double taxation treaties then this is the kind of solution that you are looking for.

If you require a Seychelles Company or need advice for your needs, please call our Expert Team who will assist you with your requirements. You are invited to call us at + 248 430 3777 / 430 3771. You may send your enquiries by email: contact@premier-seychelles.com or by fax at +248 432 5616.

 
UHY Premier Financial Services Limited (the 'Firm') is a member of Urbach Hacker Young International Limited, a UK company, and forms part of the international UHY netowrk of legally independent accounting and consulting firms. UHY is the brand name for the UHY international network. The services described herein are provided by the Firm and not by UHY or any other member firm of UHY. Neither UHY nor any member of UHY has any liability for services provided by other members.

UHY Premier Financial Services Limited is a member of UHY. Established in 1986 and based in London, UK, UHY is a network of independent accounting and consulting firms with offices in nearly 250 major business centres in 81 countries. Over 6,800 staff generated an aggregate income of USD 625 million in 2011, ranking UHY as the 25th largest international accounting and consultancy network. Each member of UHY is a legally separate and independent firm. The UHY network is a member of the Forum of Firms.
uhy
 
Terms & Conditions | Legal Warnings | Privacy Policy
 © 2015 Premier Financial Services (Seychelles) Limited