Seyechelles Company Formation
Seychelles Company, Seychelles International Business Company
In December 1994 the Seychelles enacted legislation enabling the registration of International Business Companies, International Trusts and the licensing of International (free) Trade Zone Companies. Companies in Seychelles are formed under the Companies Act 1972 and can take the form of private companies limited by shares, companies limited by guarantee, or hybrid companies, or they can be unlimited, but that type is rarely used. Public companies can also be formed under the Act. For all these types of company, Memorandum and Articles of Association must be filed at the Companies Registry, along with the registration fee.
Foreign companies can re-establish themselves in the Seychelles by way of continuation without the necessity for reciprocal arrangements in the original country of incorporation. An IBC wishing to leave the Seychelles may do so.
In 2003, the government legislated for additional types of company: Special License Companies, Protected Cell Companies and Limited Partnerships.
Legal form: The International Business Company is the most widely used vehicle for offshore operations in the Seychelles; it normally takes the form of a private company limited by shares, but can also be a Limited Life Company. Seychelles IBC cannot trade within the Seychelles or own real estate there. It cannot undertake the business of banking, insurance, assurance, reinsurance, fund management, asset management (other than the company's own assets) or any other activity that would suggest an association with the banking and insurance industries without special license. A Seychelles IBC cannot provide registered office facilities in the Seychelles, or sell its shares to the public.
Name of the company: Seychelles companies names must end with one of the following words Limited, Corporation, Incorporated, Société Anonyme or their abbreviations. A wide variety of other suffixes such as BV, GmbH, and SARL may also be used. The following names to be used, require licensing: Bank, Insurance, Assurance, Re-Insurance, Trust, Trustee, Savings, Royal, Asset management, Fund Management, Investment Fund, Building Society, Municipal, Chartered. Names denoting any connection to local, state or national Governments are generally prohibited. The name can be in any language, but must be accompanied by a translation in English or French. The documentation will either be in English, or it is possible to have bilingual documentation in English and Chinese or any other language accompanied by a translation in English or French.
Memorandum and Articles of Association: A company is incorporated in Seychelles by application made to the Registrar of Companies. Memorandum and Articles of Association must be lodged with the Registrar. Memorandum specifies the activities in which the company may engage and Articles of Association specify the rules governing the internal management of the company.
Shareholders: A minimum of one shareholder is required which may be an individual or a corporate body. The details of company beneficial owners and shareholders are not part of the public records.
The share capital: There is no specific minimum capital requirement. The standard authorized share capital is US$ 100,000. The minimum issued capital may be one share of no par value or one share of par value. Registered shares, bearer shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights permitted.
Directors of the company: The minimum number of directors is one, who may be a natural person or a body corporate. They may be of any nationality and need not be resident in the Seychelles. Details of the company directors are not part of the public record. This information is kept only at the offices of the Registered Agent in complete confidentiality.
Registered office and local agent/secretary: Registered Office must be maintained in the Seychelles at the office of a licensed Registered Agent. A Seychelles IBC need not appoint a company secretary, although it is customary to do so. The secretary may be a natural person or body corporate, be of any nationality and need not be resident in the Seychelles.
Taxation: A Seychelles IBC, by definition of the law, is not subject to any tax or duty on income or profits. It is also exempt from stamp duties on transfer of property and any exchange controls.
Audit and financial returns: Whilst there is no requirement to file audited accounts or annual returns with the authorities, a company is required to keep financial records, which should reflect the financial position of a company.
Meetings: The directors and the shareholders meetings need not be held in Seychelles also there is no requirement for an Annual General Meeting. All meetings may be held outside Seychelles, by telephone or other electronic means. Alternatively, directors and shareholders may vote by proxy.
Time needed for Seychelles company formation: Usually it is 1 working day, but we need up to 10 working days for legalization of the documents and delivery by courier.