|Main features |
|Principal law ||International Business Companies Act 2016 |
|Type of company ||International Business Company (IBC) |
|Legal form ||
- company limited by shares
- company limited by guarantee
|Legal capacity ||IBC may engage in any lawful business outside Seychelles. |
|Permitted activities in Seychelles || Within the territory of Seychelles an IBC may:
- open accounts in local banks,
- use professional services of local lawyers, accountants, corporate and trustee service providers,
- maintain and keep accounting records,
- hold meetings of directors and shareholders,
- pass resolutions, sign contracts,
- own shares of other Seychelles IBCs or ordinary (local) companies registered under the Companies Act 1972,
- have beneficial interest in Seychelles foundations and international trusts.
|Limitations || An IBC may not:
- carry on business in Seychelles,
- own or lease immovable property in Seychelles,
- carry on business requiring a special license (banking, insurance, international corporate and trustee services, securities business, gambling business).
|Company name ||
- A company may have any name except the names of existing companies or closely similar to them.
- The IBC Act prohibits registration of companies under names that include the words "Bank", "Building Society", "Chamber of Commerce", "Chartered”, "Cooperative", "Credit Union”, “Government”, “Licensing”, "Municipal", “Parliament”, “Police”, “Royal”, “Tribunal”, “Stock Exchange”. Use of words “Airline”, “Bitcoin”, “Charity”, “Gaming”, “Insurance”, “Mutual Fund”, “State”, “Union” and others require prior written consent of the Registrar. Company names that, in opinion of the Registrar, suggest any connection with Seychelles or the Government of Seychelles or with the government of any other country, or are offensive misleading or contrary to public policy, are prohibited as well.
- The company name must have an ending which shows its legal form (in most cases it is a private company limited by shares). The IBC Act 2016 provides six possible endings: “Limited”, “Corporation”, “Incorporated”, “Ltd.”, “Corp.”, “Inc.”.
|Registered office in Seychelles ||
|Registered agent in Seychelles ||
- The Authority for the purposes of control has access to registered agent’s office and may check the documents kept there by the agent.
|Corporate seal ||No requirements |
|Availability of shelf (ready-made) companies || Yes |
|Minimum number of directors ||
- One (individual or corporate).
- The first director must be appointed within 9 months of the date of incorporation of the company.
|Directors’ residency || Any |
|May a sole shareholder be a director? ||
|Place and frequency of board meetings ||
|Public access to information about directors ||
- No (but may become available later).
- A copy of register of directors must be filed with the Registrar (from 2017). In case of any changes in the register of directors a copy of the updated register must be filed within 30 days after any change.
|Company secretary || Not required |
|Shareholders and capital |
|Minimum number of shareholders || One (individual or corporate) |
|Shareholders’ residency || Any |
|Place and frequency of meetings || Any |
|Public access to information about shareholders ||
- Register of members is not a publicly available document and is available to registered agent only.
|Nominee shareholders || Available |
|Authorized / paid-up capital || No requirements |
|Usual authorized capital || USD 100000 |
|Minimum number of issued shares || 1 share |
|Bearer share || Prohibited |
|Beneficial owners |
|Public access to information about beneficial owners ||
- A company must maintain the register of its beneficial owners and keep it in its registered office in Seychelles (may be in electronic form).
- Register of beneficial owners is not a publicly available document and is available to registered agent only. According to the IBC Act 2016 a company may elect to file a copy of register of beneficial owners with the Registrar.
|Corporate and accounting records |
|Corporate records ||
- A company must keep minutes of all meetings of its members and directors, written resolutions consented to by its members and directors.
- The documents may be kept in any place inside or outside Seychelles.
- Where a company does not keep the documents at its registered office it must notify in writing its registered agent of the physical address of the place at which the documents are kept, and of any changes in such address within 14 days.
| Register of members ||
- A company must keep a register of its members at its registered office in Seychelles (may be in electronic form).
- According to the IBC Act 2016 a company may elect to file a copy of register of members with the Registrar.
|Accounting records || A company must keep proper accounting records that are sufficient
1) to show and correctly explain the IBC’s transactions;
2) to enable the financial position of the IBC to be determined with reasonable accuracy at any time; and
3) to enable for accounts of the IBC to be prepared.
""Accounting records" mean documents relating to assets and liabilities of the company including receipts and expenditure, sales and purchases and other transactions.
The accounting records must be kept at the registered office of the IBC or such other place as the directors think fit.
Where the accounting records of an IBC are kept at a place other than the registered office the company must inform the registered agent in writing of the physical address of that place. Where such place is changed, the company must within 14 days inform the registered agent in writing of the change of the physical address.
An IBC must retain all accounting records for 7 years, from the date of completion of the transactions to which they relate.
|Reporting requirements |
| Financial statements ||
- Not required, but may be prepared voluntarily.
- Maintaining and keeping accounting records that enable a company to prepare financial statements, is presumed.
| Audit || Not required, but may be arranged voluntarily. |
| Filing of financial statements with the state authorities || Not required (however a company may file with the Registrar a copy of its annual financial statements). |
| Filing of annual return || A company must file annual return in which it confirms the physical address of location of its accounting records, corporate minutes and resolutions, and undertakes (in case of request) to furnish all or any of its accounting records, minutes and resolutions within the time period specified in the request. |
| Corporate income tax ||No |
| Double taxation agreements application ||
| Government fees ||
- Annual renewal fee.
- Failure to pay this fee in time involves the accrual of penalties and further strike-off the company from the Register (however, in case of payment all fees and penalties due, the company may be restored in the Register).
- If the fee is not paid before 31 December of the current year, the company will be automatically struck off the Register. The company may be restored within 10 years from the date of strike-off by paying all accrued fees and penalties.