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Seychelles IBC (International Business Company)
 

Seychelles overview

Seychelles is an independent country and a member of the Commonwealth. Seychelles gained its independence in 1976, having been a British colony since 1812. Seychelles has a population of 83,000 and comprises a group of some 115 islands in the Indian Ocean, most of which are situated between 4 and 5 degrees south of the equator.

The country has good political stability with a democratically elected Government. Seychelles has comprehensive and modern international financial services laws. The Seychelles legal system is based on English Common Law and French Civil Law. The company, banking, trust and other financial services legislation is heavily based on English common law and on laws in the successful Caribbean offshore jurisdictions.

The Seychelles economy is primarily based on tourism, commercial fishing and a thriving offshore financial services industry. Encouraged by favourable tax policies, inward investment has increased significantly over recent years, especially in the financial services sector and the hotel and resort industry.

Why choose Seychelles IBCs?

The Seychelles IBC (International Business Company) is one of the most popular offshore company entities in the world (based on comparative annual incorporation numbers). Attractive Seychelles IBC benefits include:
 Value for money: low annual Government licence fee of US$100, irrespective of the amount of the authorised share capital of the company
 Fast incorporations and name approvals – same day incorporations
 Nil Seychelles taxation on foreign income and also exempt from Seychelles withholding tax and stamp duty
 Privacy and asset protection: including no requirement to file details of shareholders, beneficial owners or directors at any Seychelles Government Registry
 Ease of administration: no requirement to file financial accounts or annual company return in Seychelles
 Registered or Bearer shares permitted
 Acceptability to international banks - Seychelles is not on any OECD or FATF blacklists
 Seychelles is a stable and independent Country - not being a dependent overseas territory of a European state, Seychelles is not subject to ever-growing EU Directives.
 

Seychelles IBCs - Uses

Seychelles IBCs are companies incorporated under the International Business Companies Act, 1994 (the “IBC Act”). IBCs are commonly used for:
 the holding of investments and assets, such as real estate, shares or other property
 commercial transactions and international trading operations
 asset protection vehicles
 consultancy and personal service companies.

Features of Seychelles IBCs Fiscal advantages

 Exempt from Seychelles taxation on foreign income and exempt from Seychelles withholding tax
 Exempt from Seychelles stamp duty on - the transfer of IBC shares, other IBC securities and on all other transactions relating to the business of an IBC
 Annual Seychelles Government Licence fee: US$100 (irrespective of the amount of authorised share capital).
 

Directors
 Minimum number of directors: 1
 Corporate directors permissible: Yes
 Seychelles resident director requirement: No
 Public filing of director details: No
 Public access to director details: No
 Location of Directors meetings: Anywhere
 Directors may attend meetings via telephone or other electronic means.
 

Shareholders (members)
 Minimum number of shareholders: 1
 Corporate shareholders permissible: yes
 Seychelles shareholder requirement: No
 Public filing of shareholder details: No
 Public access to shareholder details: No
 Location of shareholders meetings: anywhere
 Shareholders may attend meetings via telephonic or other electronic means.
 

Beneficial owners
 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
 Shares may be held by a nominee on behalf of the beneficial owner(s).
 

Share capital
 The standard authorised share capital is US$1,000,000 (although 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 IBC Act allows for Seychelles IBCs to issue registered and/or bearer shares. If so required, an IBC’s Memorandum and Articles of Association (“Memo & Arts”) may prohibit issuance of bearer shares.
 The IBC Act requires that all issued shares be paid-up – ie. 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.
 Registered shares of an IBC may be transferred by a written instrument of transfer (“share transfer form”) signed by the transferor and containing the name and address of the transferee. An IBC shall not be required to treat a transferee of a registered share in the IBC as a member until the transferee’s name has been entered in the Share Register.
 A bearer share is transferable by delivery of the share certificate relating to such bearer share and notification of transfer. “Notification of transfer” is effected by delivery to the company’s registered agent in Seychelles of a written notice, signed by the transferor bearer shareholder, stating the name and address of the transferor, the name and address of the transferee and the date on which the certificate relating to the bearer share was delivered to the transferee. On receipt of the notification of transfer, the company’s registered agent shall cause the company’s Share Register to be updated.
 There is no requirement for filing of the share transfer form, notification of transfer or other document in relation to a share transfer with the Seychelles Companies Registry or any other Seychelles Government office. By virtue of the IBC Act, an IBC is exempt from Seychelles stamp duty on the share transfer and from all other Seychelles taxes in respect of the share transfer.
 

Accounts and returns
 Requirement to file annual Accounts: no
 Audit requirement: no
 Publicly accessible Accounts: no
 Requirement to file annual company return: no
 An IBC is required to keep such accounts and records as the directors consider necessary to reflect the financial position of the company.
Registered Agent
 A Seychelles IBC is required by the IBC Act to have a Registered Agent in Seychelles (which must hold a current licence to provide international corporate services issued by the Seychelles International Business Authority). All documents relating to the IBC must be filed with the Registry by its Registered Agent.
 Subject to a company’s Memo & Arts, the Registered Agent can be changed by resolution of directors (an extract of which is required to be filed at the Registry within 14 days). However, an outgoing Registered Agent may refuse to file the resolution extract (or to provide its written consent to the incoming Registered Agent filing the resolution extract) until it receives authorisation from its client to consent to the change of Registered Agent and any fees owed to it have been paid.
Registered Office
 A Seychelles IBC is required by law to have a Registered Office in Seychelles
 Subject to a company’s Memo & Arts, the Registered Office can be changed by resolution of directors (an extract of which is required to be filed at the Registry within 14 days).
Company Secretary
 Appointment of a Company Secretary is optional
Company Seal
 Optional
 

IBC Formation Documents

 Certificate of Incorporation
 Memorandum and Articles of Association
 Subscriber’s resolution appointing first Director(s)
Under the IBC Act, any person may sign the Memo & Arts as the subscriber. That is, the subscriber to the Memo & Arts may, but is not required to, be the initial shareholder/s. The Registered Agent is usually the subscriber to the Memo & Arts. The sole power of
the subscriber is to appoint the first director(s), and upon appointing the first director(s) the subscriber has no further role or power. The subscriber’s resolution appointing the first director(s) is not filed in any public Registry - as there are no public filing requirement in respect of director details, therefore preserving confidentiality.
 First Board Meeting
In order for an IBC to become functional, the Director(s) conduct the First Director(s) meeting which will usually (at minimum): (i) recognize the formation of the Company and formally adopt its Registered Agent and Registered Office; (ii) appoint a Company Secretary if required (optional); and (iii) approve the issuance and allotment of share(s) in the Company to the person(s) who are to be the shareholders of the Company. On the issuance of shares in an IBC, the particulars must be entered in the Company’s Register of Shares (see below).

Statutory Records

Statutory Registers
 An IBC must maintain a Register of Shares (including required particulars of shares, shareholders and share transfers). The Share Register must include the name and address of each bearer share holder as well as the name and address of each holder of registered shares.
 An IBC must maintain a Register of Directors and other company officers.
 An IBC shall keep either the original or a copy of the Registers at its Registered Office. If only a copy is kept at the Registered Office, the IBC shall inform the Registered Agent in writing of the address of the place where the original Registers are kept and of any change in the content of such Registers.
 Seychelles IBCs may (optionally) maintain a variety of other registers from time to time, for example - a Register of Charges or a Register of Sealing, to record the use of the corporate seal and the nature of the document sealed.
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 is a separate legal entity with limited liability and has perpetual existence. An IBC has the same powers as a natural person, including the right to sue and be sued.
 Continuation / migration of IBCs to or from Seychelles: yes
 As well as companies limited by shares, the IBC Act provides for companies limited by guarantee and hybrid companies limited by both shares and guarantee.
 A Seychelles IBC is not a Seychelles resident for taxation purposes. A Seychelles 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 on request (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 Memo & Arts documentation in English or French and any other language.
 Memo & Arts Amendments – when an IBC amends either its Memorandum or Articles of Association, it is required to file a certified copy extract of the amendment resolution within 30 days of passing the resolution. The amendment takes effect as from the date of filing the extract of the resolution with the Registry.
 An exception to this 30 day time-frame is an extract of a resolution changing the registered agent or registered office, which must be filed within 14 days of the passing of the resolution.
 An IBC that increases or decreases its authorised share capital shall inform the Registry in writing within 30 days of the applicable resolution (and, to the extent that an amendment of either its Memorandum or Articles of Association occurs, the company is required to file a certified copy extract of the amendment resolution within 30 days of passing the resolution).
 The IBC Act provides for optional registration of charges and mortgages created by an IBC over all or any of its assets. While registration of charges provides public notice that a charge has been created and registered, there is no adverse legal consequence to priorities of creditors resulting from not registering.
 Due Diligence - the satisfactory proof of identity and address documentation in respect of an IBC’s directors, shareholders and beneficial owners must be provided to its Registered Agent (or to a Regulated Foreign Professional Intermediary, which has provided the required written undertaking to the Registered Agent in relation to holding due diligence documentation).

LATE FEES, STRIKING-OFF & RESTORATION

The annual licence renewal fee for Seychelles IBCs is due on the day before the company’s incorporation anniversary date. Penalties for late payment are applied as follows:
 If the company does not renew its licence on the due date (ie. by the day before the anniversary date), on the anniversary date the licence fee increases by 10% (ie. to $110).
 However, if the fee is not paid within 90 days of the due date, the licence fee increases by 50% (ie. to $150).
There is no other penalty payable, unless the company is struck off the Register. In this case, the restoration fee payable is US$300 if the company is restored within 6 months of the date of striking off. After 6 months, the restoration fee increases to US$600. In addition to the restoration fee, the company will need to pay all outstanding licence fees and penalties for each year that it was not renewed. Striking off occurs each year only on 1 January. A striking off will occur where a company fails to pay its licence fee (and penalties) on or before the next ensuing 31 December provided this date falls not less than an aggregate of 180 days after the company’s licence fee due date (ie. the day prior to its incorporation anniversary date). In other words, where a company’s licence fee due date occurs between July to December and has not paid due licence fees, for example, for 2009, striking off will only occur on 1 January 2011. If a company has been struck off the Register solely for non-payment of its annual licence fees, the company, or a member, creditor or liquidator thereof, may, within 10 years from the date of striking off, apply to the Registrar to have the name of the company restored to the Register. If a company has been struck off the Register for reasons other than non-payment of its annual licence fees (for example, misconduct, etc), the company, or a member, creditor or liquidator thereof, or any other interested person, may, within 3 years from the date of striking off, apply to the Seychelles Supreme Court to have the name of the company restored to the Register. This Information Sheet is not exhaustive and is intended as a general summary only. We do not provide tax or legal advice. We recommend that clients seek tax and legal advice from an appropriate qualified expert prior to acquiring any offshore company. Clients should also ensure that they are professionally advised on any restrictions and reporting requirements that the acquisition of or dealings with an offshore company may involve.ompetitive pricing.  A Seychelles IBC offer clients all the features and benefits of offshore companies in better known Caribbean jurisdictions, but a greater availability of company names and competitive pricing.

The IBC registration process is fully computerised in Seychelles and is therefore quick and efficient.  Name approvals are granted almost immediately.

Features of Seychelles IBCs:

May be incorporated by just one person:   one person may be the sole director and sole shareholder of an offshore company [IBC]

Zero Taxation: In Seychelles, nil taxation is levied on income and profits made by an offshore company [IBC]. No stamp duty on transferring shares in an IBC.

Privacy:  No public register of shareholders or directors is maintained. In addition, the name of the beneficial owner (the client) is not required to be filed with either the Seychelles offshore company registry.

Nominee Corporate Shareholders and Directors are permitted: Use of nominee shareholders and directors, gives added protection for clients seeking to maximize privacy.

Minimal Paperwork: No public filing of Accounts or Annual Company Return. This means less cost, less inconvenience and very limited publicly available information on the IBC; which in turn gives clients a high degree of protection against third party claimants.

Asset Protection: In view of an IBC's privacy features, any third party claimant pursuing an IBC owner personally will face difficulties in both finding assets held offshore by an IBC and proving that an owner beneficially owns the IBC.

Offshore Banking: Offshore bank accounts maintained by IBCs allow the client to hold assets offshore in a private banking environment which affords the client a high degree of asset protection.

The EU Savings Tax Directive:  This does not apply to Seychelles.    Seychelles (already a very popular location for offshore companies) does not infringe any anti-ring fencing policies because:

• Seychelles IBCs may be used and/or owned by Seychelles residents or non-residents, though they are both subject to a statutory prohibition against using an IBC to carry on business in Seychelles (i.e. there is no advantage to non-residents over residents)

• In contrast to the “world-wide” income tax regimes in place in most OECD and EU states, Seychelles has in place a “territorial” tax system whereby residents’ income is only taxed on Seychelles sourced income. As such, like for IBC owners, Seychelles residents also enjoy no tax on foreign derived earnings.

To establish an Offshore Bank Account 

We are also able to arrange a suitable introduction for a bank account for the company if this is required.  However, it can be difficult to establish a bank account where a company has issued bearer shares, and banks will sometimes require the company to issue a corporate resolution to the effect that it will never exercise it's option to issue bearer shares.

About Seychelles

Seychelles comprises a group of approximately 115 islands in the Indian Ocean some 5 degrees NE of Madagascar, most of which are situated between 4 and 5 degrees south of the equator.   Time zone: GMT+4 (same working day as Europe, Asia and Africa).

An Independent Republic within the British Commonwealth,  Seychelles has a population of 80,000 and good political stability with a democratically elected Government.   The economy was primarily based on tourism and commercial fishing, but now has a rapidly expanding offshore financial services industry. Encouraged by favourable tax policies, incentives and Free Trade Zone, inward investment is also on the increase, especially in hotels. The Islands have a modern telecommunications network, provided by Cable & Wireless and AirTel.

Seychelles entered the offshore financial services industry in December 1994, following the enactment of the International Business Companies Act 1994 and other legislation regulating offshore trusts, offshore banking, offshore insurance and international shipping and aircraft registration. In 1997 legislation was enacted to provide for Seychelles-based mutual funds. Free trade zone laws are also in effect, aimed at encouraging inward investment.

As a relative newcomer to the offshore industry, Seychelles has a greater number of company names available that some other jurisdictions.   You may of course choose your own company name and we will be happy to check availability for you, but click here to view a list of approved names available. 

Seychelles is in the process of taking further offshore industry development steps, with the imminent enactment of new laws providing for low tax holding companies (3% tax rate, and which will have access to double taxation avoidance agreements), nil tax limited liability partnerships, interactive gambling and protected cell companies.

Further information

Please note, we do not give tax or legal advice.   It is advisable that clients seek professional advice on the possible tax implications deriving from their particular place of domicile if they have any queries in this regard.

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