Seychelles Limited Partnerships – Complete Registration

  • Post category:Seychelles

Foreign investors seeking Seychelles Limited Partnership registration must follow the rules outlined in the Limited Partnership Act of 2003. This is the primary law that specifies the requirements, as well as the main characteristics and uses of this legal body.

This company form, according to it, is best suited for the formation of joint ventures, investment funds, and private equity fund firms.

Seychelles Limited Partnerships Registration

The main difference between a general partnership and a limited partnership is the role of the entity’s members:

  • In a general partnership, the partners have equal rights and liabilities; 
  • In a limited partnership, the partners have distinct rights and responsibilities.

AMENDMENTS TO THE LIMITED PARTNERSHIP ACT IN SEYCHELLES

The Limited Partnership Act was modified in 2011, and the following are among the most significant changes:

  • The limited partner may be a resident or non-resident of Seychelles.
  • The general partner will be in control of the company’s accounting records.
  • These records must be retained at the registered office or another acceptable location selected by the partner.
  • The general partner has exclusive authority to deregister the partnership and must file a notice in this regard with the Seychelles Trade Register.
  • There can be more than one general partner in the partnership.
  • At least one of them must be a special licensed corporation or an offshore firm.

REQUIREMENTS TO FORM A LIMITED PARTNERSHIP IN SEYCHELLES

  • This business form must have a general partner who is fully liable for the partnership’s debts and obligations but also manages the business; 
  • the limited partnership should have a registered address in Seychelles;
  • At least one of the general partners must be a Seychelles-registered company;
  • The limited partnership must also have a limited partner who can be a Seychelles resident (company or natural person).

PROCESS OF SEYCHELLES LIMITED PARTNERSHIP REGISTRATION

NAME OF THE PARTNERSHIP

Every Limited Partnership must have a name that includes the terms “Limited Partnership”, “L.P.” or “LP” and can also include the name of any general partner or limited partner or any derivation thereof.

PURPOSE

A limited partnership can be created for any legal reason.

Provided, however, that a limited partnership shall not carry on business in Seychelles except to the extent necessary for the limited partnership’s business to be carried on outside Seychelles.

REGISTERED OFFICE

It is necessary to have a registered office in the Seychelles for the delivery and service of all notices and communications.Procedures for registration under Section 9(1) of the Limited Partnerships Act of 2003

Registration can be completed by:

  1. Paying the registration fee of US $ 200 to the Registrar.
  2. And submitting to the Registrar a statement including the following information, signed by or on behalf of the general partner:
  • The limited partnership’s name
  • The general nature of the partnership’s activity 
  • The registered office of the limited partnership in Seychelles
  • The full name and address of the designated general partner and any other general partner, as well as adding to the Registration Statement a certificate of incorporation or registration and a certificate of good standing or similar document under the laws of the jurisdiction or incorporation or, where applicable, a certificate of good standing and a certificate of registration under Part VII of the Companies Act, 1972.

CERTIFICATE OF REGISTRATION

When the Registrar is satisfied with the application, they will issue a Certificate of Registration detailing the date on which the Limited Partnership’s registration will become effective. The certificate provides definitive evidence that all of the Limited Partnership Act 2003 requirements for the establishment and registration of a Limited Partnership have been met.


TAXATION OF A SEYCHELLES LIMITED PARTNERSHIP

While the limited partnership is not taxed in Seychelles, the Revenue Commission may levy the following:

  • Corporate tax, which is charged at rates ranging from 0% to 33% depending on the legal structure under which they are formed;
  • Personal income tax, which is levied at a rate of 16%;
  • VAT, which is levied at a normal rate of 15%.

BOOKS AND RECORDS

Section 11(A) of the Limited Partnerships Act requires the general partner of a limited partnership to keep or cause proper accounting records to be kept that are: 

  • Enough for displaying and explaining the limited partnership’s transactions;
  • Enable the limited partnership’s financial status to be determined with reasonable precision at any time; and
  • Accounting records shall not be deemed to be retained with respect to a limited partnership for the purposes of subsection (1) if they do not present a true and fair view of the limited partnership’s affairs and explain its transactions.
  • The accounting records shall be retained at the limited partnership’s registered office or at such other location as the general partners think appropriate.
  • When a limited partnership’s accounting records are held somewhere other than the registered office, the general partner must retain a written record of the physical address of the site where the accounting records are kept at the registered office at all times.
  • A general partner must keep all accounting records for seven years after the completion of the transactions to which they relate.

Refer to our page on Seychelles’ annual filing requirements for more information.


ADVANTAGES OF A SEYCHELLES LIMITED PARTNERSHIP REGISTRATION

  • The LP is not subject to Seychelles taxes, including income and profit tax. This means that the LP’s earnings and profits earned in Seychelles are exempt from these taxes. This exemption has the potential to result in significant cost savings for the LP and its partners.
  • The LP is free from paying income or profit taxes. This means that the LP’s profits can be distributed to its partners without paying additional duties. This facilitates the smooth movement of money between the LP and its partners.
  • The LP is exempt from the trade duty that would typically apply to the import of office furniture and equipment into Seychelles. 
  • The LP is not required to contribute to Social Security as an employer. Because of this, the LP saves money.
  • The Limited Partnerships Act of 2003 ensures that all LP tax exemptions are valid for a period of twenty years. This stability offers the LP and its partners long-term planning assurance.

Reach out to us at Relin Consultants for further assistance with forming your Limited Partnership in Seychelles.

FAQs

What is the Seychelles Limited Partnership Act?

Limited Partnerships are founded under the Limited Partnerships Act, 2003, to conduct business outside of Seychelles. The exception only applies when the business must be undertaken in Seychelles in order for limited partnerships to carry on their operations outside of Seychelles.

Do Seychelles limited partnerships have tax advantages?

Yes, a Seychelles limited partnership is exempt from many taxes, including income tax, profit tax, stamp duty on property transfers, and sales tax on certain imported commodities.

What are the limitations of a limited partnership?

A limited partnership requires both general and limited partners. General partners have unlimited liability and complete managerial control over the company. Limited partners have little to no role in management, but their liability is limited to the amount they invested in the LP.

Do I need a physical presence in Seychelles for Limited partnerships?

While a physical office is not required in Seychelles, the Limited partnership must have a registered office address in Seychelles for correspondence and official reasons.

What is the minimum number of partners in a limited partnership?

A limited partnership is made up of two or more entities, with at least one limited partner and one general partner. Limited partners are only liable for the partnership’s debts up to the amount of their investment.