COUNTRY
Seychelles IBC
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SEYCHELLES COMPANY FORMATION - OFFSHORE BUSINESS REGISTRATION
Seychelles company formation [Seychelles IBC registration] can provide you with a range of advantages, making it an attractive option for businesses looking to operate internationally. The country is ranked among the top 100 in terms of ease of doing business by the World Bank and has a stable and dependable business environment.
One of the most popular options for businesses looking to incorporate in Seychelles is the International Business Company (IBC). The Seychelles IBC is a tax-free business entity that can be used for all types of international commerce and investment. It offers several significant benefits, including no reporting requirements, minimal record-keeping, and unparalleled privacy features.
One of the key benefits of company formation in Seychelles is its tax-free status. The country does not impose any corporate income tax, capital gains tax, or withholding tax on IBCs. This makes it an attractive option for businesses looking to minimize their tax liabilities.
If you need expert advice and guidance on the process of setting up your Seychelles International Business Company (IBC), then look no further than Relin Consultants. Our team of professionals has in-depth knowledge of the Seychelles business environment and is well-versed in the legal and regulatory requirements for offshore company formation in Seychelles.
We will work closely with you to ensure that your business is set up efficiently, compliantly, and on time. Whether you require assistance with company formation, compliance, or ongoing support, we are here to guide you every step of the way. Contact us today to find out how we can help you establish your business in Seychelles.
KEY REQUIREMENTS FOR INCORPORATING A SEYCHELLES IBC
TIMELINE OF OPENING COMPANY IN SEYCHELLES
Shareholder
As per the Seychelles International Business Companies Act 2016, to register a company in Seychelles, an IBC must have at least one shareholder. Individual or corporate shareholders are permitted.
Share Capital
The standard authorized share capital to register a company in Seychelles is US$100,000. However, there are no minimum paid-up share capital requirements. You can set up a Seychelles Company with just US$ 1 of Share Capital.
Directors
For Seychelles company formation, a minimum of one Director is needed (the only shareholder may also be the sole director) and a maximum of twenty Directors are authorized.
A Director can be either a natural or a legal person (corporate director). Directors may be Seychelles residents or non-residents (careful consideration must be given to this as if the director is a resident in a high tax jurisdiction, it might bring tax risk to the Seychelles IBC).
Registered Agent
It is mandatory to appoint a local registered agent for your Seychelles International Business Company (IBC), and this appointment must be reflected in the company’s memorandum of association.
Registered Office Address
Obtaining a local registered office address is mandatory for registering a Seychelles International Business Company (IBC). A local registered agent, also a Seychelles resident, can provide this service as part of their services.
DOCUMENTS REQUIRED FOR SEYCHELLES COMPANY FORMATION
- A Certificate of Incorporation
- Certificates for shares
- Apostille of the bound set of copies of Constitutive documents
- Articles of Association
- Memorandum of Association
- Resolution of the first share distribution
- Apostilled Subscriber’s Resolution
TYPES OF BUSINESS ENTITIES IN SEYCHELLES
- Company
Limited Liability Companies (LLCs), commonly referred to as Proprietary Companies (PCs or Pty Ltd), can be incorporated in Seychelles.
The following are some of the essential characteristics of an LLC or PC:
- The liability of shareholders is restricted to their investment in the company;
- The minimal capital requirement is USD 1;
- There can be a minimum of 2 shareholders and a maximum of 50 stockholders;
- Shareholders do not have to be citizens of the nation and can be either individuals or corporations of any nationality;
- There must be a minimum of two directors (individuals);
- There must be a minimum of one resident company secretary, and shares cannot be made available to the general public.
- Partnership
When two or more people decide to operate a business together as co-owners for profit, a partnership is created. The responsibilities of the partnership firm are owed by the partners jointly and severally. In Seychelles, a partnership can only be formed with a maximum of 10 partners.
- Foreign Business (Subsidiary, Branch)
By setting up a subsidiary or branch office, foreign businesses can operate in Seychelles. Subject to certain limitations, a subsidiary may be incorporated as an LLC with 100% foreign holdings. In Seychelles, foreign businesses may also conduct IBC or CSL operations.
In Seychelles, a branch is not regarded as a distinct legal entity. The foreign parent business has already predetermined how it will operate. In Seychelles, the Branch Office may have a registered office and a different corporate bank account. On behalf of the overseas parent firm, the Branch Office must appoint two resident representatives in Seychelles.
- Offshore Company (International Business Company)
A corporation established in Seychelles under the International Business Companies Act (IBC) is referred to as an offshore company. These businesses were created to cater exclusively to non-resident clients since they were not allowed to conduct business with residents.
IBCs are now permitted to conduct business in the Seychelles territory and hold real estate there as of January 1, 2019. IBCs are not allowed to conduct banking operations. In Seychelles, certain licenses are needed to do certain business operations such as insurance, gambling, foreign corporate services, services involving securities, and mutual fund activity. However, both residents and non-residents are qualified to run an offshore business in Seychelles.
International Business Company (IBC)’s most important aspects include:
- Not requiring any minimum capital;
- There must be a minimum of one shareholder and one director;
- Shareholders and directors are not required to be citizens of the nation;
- The designation of a local agent who is in possession of an international business permit issued by the Seychelles International Business Authority; and
- a registered office in Seychelles.
- Sole Proprietorship
A single person who is responsible for the company’s debts and liabilities creates a sole proprietorship.
- Special License Company (CSL)
The Companies (Special Licenses) Act of 2003 defines a Seychelles CSL as a domestic company that has been granted a Special License by the Seychelles International Business Authority to conduct business in Seychelles. A CSL must register with the Financial Services Authority as well. CSLs may engage in certain activities such as investment banking and advisory services, offshore banking, offshore insurance, and reinsurance, as well as the formation of investment companies, holding companies, headquarters companies, and other businesses as determined by the authority.
The Special License Company (CSL)’s main features are as follows:
- The liability of shareholders is restricted to their investment in the company;
- The minimum capital requirement is one dollar; there must be a minimum of two shareholders;
- Shareholders are not required to be citizens of the country and can be of any nationality;
- There must be a minimum of two directors (individuals);
- Mandatory to nominate one company secretary (a resident individual or a resident corporation); Mandatory to file annual returns and financial statements with the relevant government.
PROS AND CONS OF REGISTERING BUSINESS IN SEYCHELLES IBC
PROS
Fast incorporation
Seychelles boasts one of the world’s quickest Registries of International Business Companies. New IBCs are typically integrated within 24 hours.
Tax benefits
Seychelles does not impose any corporate income tax, capital gains tax, or withholding tax on International Business Companies (IBCs). This makes it an attractive option for businesses looking to minimize their tax liabilities.
No reporting obligations
Seychelles IBCs are only required to maintain a register of shareholders and directors, and there is no obligation to keep accounting records. This makes it a practical option for businesses that want to keep their administrative costs low.
Unparalleled privacy features
The company’s shareholders and directors can be anonymous, and the company’s information is not publicly available. This makes it an ideal option for businesses that want to keep their ownership structure and financial information confidential.
Ease of doing business
Seychelles is ranked among the top 100 in terms of ease of doing business by the World Bank and has a stable and dependable business environment. This makes it an attractive option for businesses looking to operate internationally.
CONS
Restrictions on business activities
There are certain restrictions on the business activities a Seychelles IBC can undertake. Activities such as banking, investment, and trust services to third parties and gambling or casino services are prohibited.
Challenging corporate bank account opening process
Most international banks outside of Seychelles will request additional documents, such as proof of business or contracts. Businesses might find it to be slightly challenging to open a corporate bank account.
HOW TO REGISTER A COMPANY IN SEYCHELLES
Choose The Legal Structure And Company Name
The first step in registering a company in Seychelles is to choose the appropriate legal structure for your business and select a suitable name for your company. You can check the availability of the name through the Seychelles Financial Services Authority Company Search and reserve it for your Seychelles offshore company formation.
Gather And Submit The Necessary Documents
The next step is to gather all the necessary documents required for pre-registration, such as the certificate of incorporation, articles of Association, proof of name reservation, passport and residential proof of directors, shareholders, and beneficial owners, and a reference letter from a bank. Once you have all the documents ready, you can prepare and submit them to the relevant authorities in Seychelles.
All foreigners wishing to set up a company in Seychelles must appoint a Seychelles registered agent or Seychelles company formation agents. Relin Consultants can act as your Seychelles registered agent. Seychelles company registration fees will generally depend on the type of company you set up.
Obtain Licenses, Register For Tax, And Open A Bank Account
The final step is to open a corporate bank account for your business in Seychelles, register your business with the Seychelles Revenue Commission to obtain a Tax Identification Number, and apply for any licenses or permits required for your business activities in Seychelles. Additionally, if you plan to employ someone, whether, on a full-time, part-time, or casual basis, you must register as an employer within 7 days of hiring an employee.
This will ensure compliance with the country’s labor laws and regulations. It’s important to note that laws and regulations may change over time, and it’s always recommended to consult with a legal or financial professional before making any decisions on registering a company in Seychelles.
HOW TO REDOMICILE YOUR COMPANY TO SEYCHELLES?
The process of redomiciling a company to Seychelles typically involves the following steps.
- Obtain approval from the relevant authorities in the current jurisdiction of the company to redomicile to Seychelles.
- Submit an application for re-domiciliation to the Registrar of International Business Companies in Seychelles, along with the required documentation such as the company’s articles of association, certificate of incorporation, and a resolution from the company’s shareholders.
- Once the application is approved, the company must change its name to a unique name not already in use in Seychelles.
- Register the company with the Seychelles Revenue Commission to obtain a Tax Identification Number.
- Obtain any necessary licenses or permits to conduct business activities in Seychelles.
- The process of re-domiciliation can be complex and it is advisable to seek professional assistance from a legal or financial advisor with expertise in Seychelles company law.
CHOOSE RELIN CONSULTANTS TO REGISTER YOUR COMPANY IN SEYCHELLES
Choosing Relin Consultants for your company registration in Seychelles is a wise choice. Our team of experts will guide you through the process and handle all the necessary documents and paperwork for you. We ensure that the process is smooth, efficient, and hassle-free for you.
In addition to registering your company, our team will also assist you in opening a business bank account with a reputable bank in Seychelles. This will ensure that your financial transactions are secure and easily accessible.
At Relin Consultants, we pride ourselves on providing excellent customer service and personalized attention to each client. If you are looking to register a company in Seychelles, contact us today to learn more about our company registration services and how we can assist you in setting up your business in Seychelles.
FAQs
What are the types of business entities in Seychelles?
Types of Business entities in Seychelles
Seychelles Business Corporation (IBC) |
Limited Liability company |
Limited Partnership |
Also known as a Seychelles offshore company, it is one of the most frequent entities and is formed under the International Business Companies Act of 1994. |
It is also known as a “proprietary company,” which is essentially a private firm with restricted responsibility for its stockholders. The Companies Act of 1972 allows for the incorporation of this sort of business entity. |
his company is governed by the Limited Partnership Act of 2003, which was later revised in 2011. |
An IBC is not permitted to engage in any commercial operations. Furthermore, foreign investors are not permitted to engage in banking, insurance, or reinsurance operations. However, unfettered transfers of funds to and from the country are permitted, and no foreign exchange regulations are in place. |
This form of organisation can conduct business not just outside of Seychelles but also within the nation. As a result, resident LLCs are liable to income tax. |
Business operations are not permitted in Seychelles unless they are necessary to be carried out overseas. |
What is an IBC in Seychelles?
Seychelles IBCs (International Business Companies) are the most common and adaptable kind of offshore corporation in Seychelles. Seychelles IBC, like other traditional offshore company options, can undertake business activities relating to worldwide commerce, such as exchanging products, services, and information for for-profit and non-profit.
Can a foreigner own a business in Seychelles?
Businesses registered by foreigners may be entirely owned, according to government laws. However, you will not be permitted to engage in banking, insurance, or reinsurance operations.
Is Seychelles blacklisted by EU?
Seychelles was blacklisted by the European Union in February 2020. It was added to the “grey list” as it had failed to enforce economic substance requirements on local companies. However, the local government implemented various improvements, and Seychelles was eventually removed from the grey list on 5th October 2021.
In 2022, Seychelles was no longer blacklisted.
What business can do in Seychelles?
Seychelles is a well-established destination for international business and offers a wide range of business activities for companies to choose from. Some of the most common types of business activities that companies can engage in Seychelles include:
- International Trade: Seychelles is a key hub for international trade, and many companies use the country as a base for importing and exporting goods.
- Offshore Banking: Seychelles has a well-developed offshore banking sector and is home to a number of international banks and financial institutions.
- Investment holding: Seychelles’s tax-free environment and strong privacy laws make it an attractive option for companies looking to hold investments in other countries.
- Ship and yacht registration: Seychelles is a popular destination for registering ships and yachts due to its favorable laws and regulations.
- E-commerce: Seychelles offers a favorable environment for e-commerce business, with a developed infrastructure and a well-educated workforce.
- International Business Services: Seychelles offers a wide range of business services to international companies, including accounting, legal, and consulting services.
- Real estate development: Seychelles has a growing property market, and many companies are involved in real estate development, including construction, financing, and property management.
How do I check if a company is registered in Seychelles?
There are a few ways to check if a company is registered in Seychelles:
Search the Seychelles Financial Services Authority (FSA) Company Register: The FSA maintains a public register of all companies registered in Seychelles, which can be searched online.
You can search for a company by name or registration number. The search results will provide basic information such as the company’s registration date, registered office address, and details of the company’s directors and shareholders.
- Check with the Registrar of International Business Companies: The Registrar of International Business Companies is responsible for maintaining the official register of companies in Seychelles. You can contact the Registrar to request information about a specific company, including its registration status and other relevant details.
- Consult a legal or financial professional: A legal or financial professional with expertise in Seychelles company law can assist you in verifying the registration status of a company in Seychelles, as well as provide you with additional information or guidance on how to proceed.
When do I have to renew my Seychelles company?
The renewal of a Seychelles company is typically required on an annual basis. The exact date of renewal will depend on the date of incorporation of the company.
According to the Seychelles International Business Companies Act 2016, every International Business Company (IBC) must renew its registration with the Registrar of International Business Companies on an annual basis. The renewal must be done within the anniversary month of the company’s registration.
When the company is due for renewal, it must submit the Annual Return form and pay the annual fee to the Registrar.
Can I use my residential address to register an offshore company in Seychelles?
No, for offshore company registration Seychelles, the applicant must have a local address to register a company in Seychelles.
Can I buy a ready-made Seychelles company?
Yes, you can buy a ready-made Seychelles company.
What is the required quorum for offshore company incorporation in Seychelles?
The quorum for offshore company incorporation in Seychelles is defined in the Seychelles International Business Companies Act 2016, which outlines the rules and regulations for registering and operating an International Business Company (IBC) in Seychelles.
According to the Act, the quorum for a meeting of shareholders of an IBC is one or more shareholders representing at least 50% of the total voting rights. This means that for a meeting of shareholders to be valid and able to make decisions, at least half of the company’s total voting rights must be represented.
How do I set up a company in the Seychelles?
Seychelles offshore company registration can be done by following the steps listed below.
- Choose a company name.
- complete the pre-registration requirements.
- submitting the relevant documents.
- Registering for Tax Identification Number.
- Apply for relevant business permits and licenses.
- Opening a corporate bank account.
How much does it cost to register a company in Seychelles?
The cost of registering a company in Seychelles will vary depending on the type of company and the services you require.
Generally, for Seychelles offshore company incorporation the cost can be broken down into several components, such as:
- Government fees: These include the fees for registering the company with the Registrar of International Business Companies, as well as any other government fees that may be required.
- Legal and professional fees: These include the fees for any legal or professional services that you may require, such as assistance with the registration process, drafting of legal documents, and advice on compliance with Seychelles laws and regulations.
- Registered office and agent fees: Many companies choose to appoint a registered agent and use a registered office address in Seychelles. These services usually come with a fee
- Annual renewal fees: All companies are required to renew their registration on an annual basis, which incurs an annual fee.
The exact cost will depend on the type of company you want to register for and the services you require. It is advisable to contact local experts like Relin Consultants who can give you an estimate of the costs involved in registering a company in Seychelles.
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