Without nominee services
With nominee services
|Company incorporation, including state fees||
|Registered office address for 1 year||
|Set of documents with Apostille||
|Sending of documents (from the jurisdiction and from nominee director)||
|Nominee director and/or shareholder (issue of one power of attorney with Apostille)||
|Total cost of registration||
|Notarial certification of document in Seychelles||
|Apostille / Certificate of Good Standing with Apostille||
- Seychelles is a group of islands in the Indian Ocean to the east of Africa. The largest island is Mahe. The Republic of Seychelles is an independent state (since 1976), a member of the British Commonwealth. The capital is Victoria. Official languages are French, Seychellois Creole, English. The national currency is the Seychellois rupee.
- Legal system includes elements of the English Common Law and French Civil Law. The Constitution of 1993 is in force.
- Key sectors of economy are international tourism (the country has regular air communication with the UAE and the SAR), commercial fishery. Substantial share belongs to international corporate and financial services.
- Seychelles is one of the popular tax free jurisdictions in the East African region. Seychelles companies are widely used in international business.
- No currency control and limits on cash flow movements.
- State regulatory authority (since 201) is the Seychelles Financial Services Authority, FSA).
- Seychelles is included in the Offshore Zones List of the Ministry of Finance of Russia No. 108н, and the Instructions List of the Central Bank of the Russian Federation No. 1317-У.
Key features of Seychelles international business companies (IBC)
- Status, creation, and business of a Seychelles IBC (non-resident) are regulated by the International Business Companies Act, 1994 (the Act).
- The IBC may engage in any legal business activity outside of Seychelles.
- The IBC may not conduct business within and with residents of Seychelles, own real estate in Seychelles, and engage in business which requires a license (banking, trusts, insurance, etc.). In the territory of Seychelles it is allowed to keep documents, rent offices, hold meetings of directors and shareholders, and use bank services.
- Any company names are allowed except a name that is identical with or nearly resembling the ones of the registered companies. The Act prohibits to register companies with names containing such words as “Assurance”, “Bank”, “Building Society”, “Chamber of Commerce”, “Chartered”, “Cooperative”, “Imperial”, “Insurance”, “Municipal”, “Trust”, “Foundation” or words of similar meaning, and any other words which in the opinion of the Registrar imply relation to Seychelles or government of Seychelles or any other state or government of such country.
- The name of the company should contain words reflecting its legal form (usually it is a private company limited by shares). The Act of 1994 provides for dozens of such name endings (adopted from practices of different countries), but the most popular of them are “Limited’, “Ltd”, “Corporation” , “Corp.”, “Incorporated”, “Inc.”.
- The companies must have a registered office and agent in Seychelles (the Act, 1994, art. 38). Registering authority has access to the office of the registered agent for the monitoring purposes and may check documents kept by the agent.
- A minimum of one shareholder is required in the company. The shareholders may be individuals or corporations of any residency and citizenship.
- There are no requirements for share capital and method of its payment. The capital may be expressed in any currency. Normally, the share capital equals to 5,000 USD of 5,000 shares with par value of 1 USD each. The minimum number of shares to be issued is one. There are par value or no par value shares.
- Only registered shares are allowed. Since 2013 bearer shares are prohibited by law. Previously issued bearer shares must be replaced with the registered shares.
- A minimum of one director is required (individual or corporation of any residency). The same person may be a sole director and shareholder. Meetings of directors and shareholders may be held at any place and in any time.
- The company must keep minutes of the meetings of directors and shareholders; copies of resolutions approved by directors and members; register of directors and officers of the company (at the registered address of the company or at any other place at the discretion of directors).
- The company is not required to keep a corporate seal.
Taxes and levies
The IBCs are exempt from local taxes.
The only levy compulsory for payment is the annual fee. Failure to pay this fee in due time results in fines charged on the sum of the debt, and further strike off of the company form the Registry (if the company settles its fees and fines, the company can be restored in the Registry).
The fines for non-payment are the following:
- 10%, if the annual fee is paid 1 - 89 days overdue
- 50%, if the annual fee is delayed in payment for more than 90 days
If the fee is not paid until 31 December of a current year, the company will immediately be stricken off the Registry of active companies. The company may be restored not later than 10 years after deletion of the company from the Registry upon settlement of all accrued levies and fines.
Financial statements and accounts
The companies are not required to file accounts and audit reports to state authorities. However, in 2011 and 2013 amendments to the Act of 1994 were adopted with a number of novels concerning financial statements and documents of the IBC.
First of all, in accordance with the International Business Companies (Amendment) Act, 2011 the IBCs are required to keep accounting records which
1) are sufficient to show and explain transactions of the company;
2) enable the financial position of the Company to be determined with reasonable accuracy at any time;
3) enable to prepare financial statements of the company.
Under the Act the accounting records are considered to be the documents related to assets and liabilities of the company, including receipts and expenditures, purchases and sales and other transactions.
The above mentioned documents must be kept at the registered office of the company or at any other place at the discretion of directors. If the accounting records are kept at other place than at the office of the registered agent, the company is required to notify the registered agent of such address in writing. Where the place at which the IBC’s accounting records are kept is changed, the company shall inform its Seychelles registered agent in writing of the physical address of the new location of the records within 14 days of the change of location.
The company must preserve the accounting records for 7 years after completion of a relevant transaction.
Secondly, in accordance with the International Business Companies (Amendment) Act, 2013:
1) reacquisition of bearer shares becomes impossible (earlier issued bearer shares should be cancelled and replace with registered shares);
2) register of shareholders may not be kept at any other place, except at the registered office of the company;
3) the IBCs are obliged to provide the registered agent with the annual report (before 31 December of each year) declaring that:
- the company keeps its accounting records in accordance with the Act (as amended) and such records can be accessed through the registered agent;
- share register is kept at the registered office of the company and is complete and updated.
The company may not file a false, misleading or inaccurate report.
The company in breach and its directors are fined in the amount of 100 USD with penalties of 25 USD for each day during which a contravention continues.
Moreover, besides of the fines for non-submission of the annual report the Amendments (2013) provide for fines in case of failure to keep accounting records and share register at the registered address of the company.
Seychelles Private Foundations
Seychelles adopted the Foundations Act, 2009. General features of the Seychelles private foundations:
- status of a legal entity;
- incomes of the foundations, including payments to foreign beneficiaries are not taxed in Seychelles;
- no mandatory requirements to file financial statements to the state authorities;
- assets of the foundation may not be used to satisfy obligations of the founders or beneficiaries of the foundation (provided that the foundation is organized in a legally correct way) .
Since the foundation is a legal entity, it is subject to state registration: the Foundation Charter shall be provided to the Registry of Companies, afterwards the Registrar issues the Certificate of Incorporation.
The Foundation Charter is a public deed. Confidential information concerning beneficiaries may be fixed in the Foundation Regulations.
The Foundation Charter shall contain the following provisions:
- Name of the foundation. The name should contain words reflecting its legal form – “Foundation”. The following words are not accepted: “Limited”, “Company”, “Partnership”, “Assurance”, “Bank”, “Building Society”, “Chamber of commerce”, “Chartered”, “Cooperative”, “Insurance”, “Municipal”, “Trust”, “Stock Exchange”, “Securities”, “Royal”, “Fund”.
- Registered address of the foundation (provided by a local certified registered agent).
- Founder (or founders) (individual or corporation of any residency).
- Purposes of the foundation. The purposes may be any, except commercial and business ones. The purposes shall include management of the assets of the foundation and distribution of profits from such activity between beneficiaries. The foundation may not operate inside Seychelles.
- Initial assets of the foundation. The assets of the foundation shall be of a value of not less than 1 USD or its equivalent in other currency. The assets of the foundation may be any property or right subject to property valuation, including shares, real estate (except property in Seychelles), trademarks, etc.
- Operation period of the foundations. The Foundation may operate for a limited or unlimited period of time. Termination of the existence of the foundation can occur in the event of some circumstances or achievement of the purposes of the foundation.
- Appointment of the members of the board of the foundation. The board which is a management body of the foundation may consist of individuals or corporate bodies.
- Appointment of beneficiaries of the foundation. The beneficiaries may be fixed in the Foundation Charter or the Foundation Regulations. Method of appointment and change of beneficiaries may be indicated in the Foundation Charter (public deed), the names, rules of admission and exclusion, amount and method of payment to the beneficiaries may be fixed in the Foundation regulations (classified internal document of the foundation).
- Powers of the founder. The primary duty of the founder is to pay the initial capital or initial assets. Also, the founder may “reserve” additional powers to keep control over the foundation.
Like in a trust, a protector may be appointed in the foundation which would monitor actions of the board in order the foundation acts in line with its objects.
The foundation is required to keep its accounting records which reflect financial position of the foundation (receipts and expenditures, purchases and sales, assets and liabilities). Financial statements shall be kept at the registered address of the foundation or at any other place at the discretion of the board (giving notice thereof to the registered agent). These documents are not available to the third parties, but members of the board, the founder, the protector may access thereof. Any statements or accounts are not required to be filed to the state authorities.
Confidentiality and international exchange of tax information
Details of directors, shareholders and beneficiaries are not disclosed and are available only to the registered agent.
The only open information is contained in the Certificate of Incorporation and the Memorandum & Articles of Association copies of which are kept by the Registrar of Companies.
As of 2014 Seychelles is a member of the Tax Information Exchange Agreement together with the following countries and territories: Greenland, Denmark, Iceland, Norway, the Faroes, Finland, Sweden.
Seychelles has entered into Double Taxation Agreement (not applied to the IBC) with the following countries and territories: Barbados, Botswana, Vietnam, Zambia, Zimbabwe, Indonesia, Qatar, Cyprus, China, Mauritius, Malaysia, Monaco, the UAE, Oman, Thailand, and the SAR.
As of 2014 Seychelles is not a member of the Convention of the OECD on Mutual Administrative Assistance in Tax Matters (revised edition of 2014).