Company registration in the Seychelles takes approximately 2 to 5 working days. The Seychelles IBC incorporation fee includes:
Company name availability confirmation and reservation
Payment of first year's Seychelles legal and initiation fees
Submission of applications that details company's executive officers (US$100,000 authorized shared capital divided into 100,000 shares, a minimum of one share may be issued, bearer shares - permitted)
Applicant appointment of director and shareholders roles for IBC company (appointed electronically)
Preparation & filing of Memorandum & Articles of Association at Registry
Compliance with minimum local domicile requirements: provision of the registered address and registered agent in Seychelles for the first year
The following documents will be posted to you (Note: these documents are sent to you through FedEx Express Mail Service):
Original Certificate of Incorporation
Printed bound copy of Memorandum & Articles of Association
Minutes of the First Meeting of the Board of Directors
Issuance of shares, Register of Directors and Shareholders
Share Certificates and Completed Members Register
Premier Package
£ 465.00
Renewal fees from £401.00
Company incorporation in the Seychelles takes approximately 2 to 5 working days. The Seychelles IBC registration fee includes:
Company name availability confirmation and reservation
Payment of first year's Seychelles legal and initiation fees
Submission of applications that details company's executive shareholder (US$100,000 authorized shared capital divided into 100,000 shares, a minimum of one share may be issued, bearer shares - permitted)
Applicant appointment of shareholder role for IBC company (appointed electronically)
Preparation & filing of Memorandum & Articles of Association at Registry
Compliance with minimum local domicile requirements: provision of the registered address and registered agent in Seychelles for the first year
Coddan provides a company nominee director service for one year
The following documents will be posted to you (Note: these documents are sent to you through FedEx Express Mail Service, and are to be completed upon arrival):
Original Certificate of Incorporation
Printed bound copy of Memorandum & Articles of Association
Minutes of the First Meeting of the Board of Directors
Issuance of shares, Register of Directors and Shareholders
Share Certificates and Completed Members Register
A pre-signed, undated letter of resignation from the nominee director
General Power of Attorney signed by Nominees
An indemnity Letter for General Power of Attorney
A nominee service agreement which provides for the indemnification of the nominees
Deluxe Package
£ 575.00
Renewal fees from £511.00
Company start-up in the Seychelles takes approximately 2 to 5 working days. The Seychelles IBC formation fee includes:
Company name availability confirmation and reservation
Payment of first year's Seychelles legal and initiation fees
US$100,000 authorized shared capital divided into 100,000 shares, a minimum of one share may be issued, bearer shares - permitted
Preparation & filing of Memorandum & Articles of Association at Registry
Compliance with minimum local domicile requirements: provision of the registered address and registered agent in Seychelles for the first year
Coddan provides a company nominee director service for one year
Coddan provides a company nominee shareholder service for one year
The following documents will be posted to you (Note: these documents are sent to you through FedEx Express Mail Service, and are to be completed upon arrival):
Original Certificate of Incorporation
Printed bound copy of Memorandum & Articles of Association
Minutes of the First Meeting of the Board of Directors
Issuance of shares, Register of Directors and Shareholders
Share Certificates and Completed Members Register
A pre-signed, undated letter of resignation from the nominee director
General Power of Attorney signed by Nominees
An indemnity Letter for General Power of Attorney
A nominee service agreement which provides for the indemnification of the nominees
Declaration of Trust from the Nominee Shareholder
Incorporate in Seychelles: Legal Requirements
The incorporation documents do not carry the name or identity of any shareholder
The names or identities of these persons do not appear in any public record
An IBC cannot trade within the Seychelles or own real estate there
Company subscribers may be resident outside the Seychelles
The company is required to have a registered office in the Seychelles
You must appoint a minimum of one director
There is no maximum number of directors
Directors can be corporate bodies or private individuals
A director can be of any nationality
There has to be at least one shareholder
The names and address of shareholders are not available to the public
Shareholder and director may be the same person
There is no requirement for appointing local shareholder and director
There is no requirement for a resident secretary
There is no paid-in capital requirement
The minimum paid in and issued capital may be one share which is fully paid
Shares can be issued with or without par value
Shares may be issued in any recognizable currency or in more than one recognizable currency
IBC records and accounts do not have to be held or filed with the authorities
Bearer shares are PERMITTED
(click here for other packages)
1. A Seychelles IBC has zero percent tax liability. 2. An International Business Company and its employees are not liable to pay any kind of tax. 3. An IBC has no compulsion to disclose the identities of its directors, secretaries, shareholders and employees. 4. A sole director can register an IBC in the Seychelles. The sole director can also act as the sole shareholder. 5. There is no minimum or maximum share capital limit, nor is there a need to disclose this information to any authority. 6. Bearer shares are allowed for an offshore company. 7. There is no compulsion to hold an Annual General Meeting (AGM) for an offshore company registered in the Seychelles. 8. The accounting books of the partnership may be kept at the registered office of the company or abroad. 9. An IBC in the Seychelles can hold and issue shares in any currency. 10. An IBC registered in the Seychelles operates in a stable political and economic environment.
DEAR VISITORS, Welcome to Coddan online Seychelles International Business Company (IBC) formation agent. We recommend reviewing this site in its entirety, so that you are knowledgeable of the Seychelles jurisdiction and the powers granted to Seychelles companies. We will guide you through the process of registering your company and establishing your registered identity. Complete and submit an IBC application form. Adequate completion and submission of this form, along with the provision of payment, will enable Coddan to incorporate your proposed company within three business days. We will express mail your corporate documents to the mailing address you specify in your incorporation order.If you want to become familiar with the description and the contents of Seychelles company formation packages, offered by our company and to find above, what kind of service is included in this or that Seychelles companies incorporation package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the Seychelles company incorporation within foreign countries, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen.
Please note » The prices payable for the items that you order are clearly set out in the web site. There will be no contract of any kind between you and us unless and until we receive payment from you. We act as your agent in the incorporation of offshore companies. We are not able to guarantee that any such filing will be acceptable to Companies Registrar , nor are there any contractual obligation upon us to do so. If Companies Registrar rejects incorporation or other filing, we will credit your account with a full refund and the contract between us will be made void. Companies Registrar does not offer a cancellation facility for the incorporation of companies or the filing of documents. We will be unable to cancel any such submission on your behalf and will not refund any payment you have made. All prices shown at Coddan Web Site (www.myllc.co.uk) are in Great British pounds.
Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors.
Please read the following before you get started:
Seychelles Executive Summary
The Very Model Of A Modern Archipelago. The Seychelles are a byword for tropical beauty. The 115 islands, near the equator and outside the cyclone belt, are indeed unspoiled. The main island, Mahe, has an airport and a very good port, Victoria. Most of the 80,000 inhabitants live on Mahe, and are a blended mixture of French and African, speaking Creole, but also English and French, especially in business. The British granted independence only in 1976; the Seychelles are an independent democratic republic with a presidential style of government. The President from 1977 until 2004, Albert Renee has overseen the conversion of a 'fishing and bananas' type of economy into a modern tourist mecca, alongside a carefully created offshore financial centre which has taken good notice of its competition.
Economy Dependent On Tourism. The service sector contributes 70% of the Seychelles's economy, which is based on tourism, fish processing and commerce. The International Trade Zone is successful, and the Seychelles are on the way towards becoming an Indian Ocean trading entrepot, which is their avowed goal. The Government is torn between Colbertian paternalism (very French) and economic liberalism (very English) and it is hard to say which is winning. Currently there is growth but also unemployment and a deficit. The local population is not always willing to be cast in the role of economic superstars, to the despair of the Government, which privately would like the Seychelles to be a new Singapore. A macro-economic programme under the acronym MERP, launched in 2004, aims to correct fiscal and economic imbalances with increased taxation and government retrenchment.
The Seychelles' Lowtax Specialisations. The Seychelles have territorial taxation; thus only locally-sourced income is taxed. There is recent, well-formed legislation for International Business Companies, Offshore Banks, Insurance Companies, Mutual Funds, Trusts, and extensive programmes of investment incentives, as well as the International Trade Zone, all of these being basically free of taxes. In 2003, the government legislated for additional types of company: Special Licence Companies, Protected Cell Companies and Limited Partnerships.
It is easy to form corporations, and privacy is reasonably assured. There are tax treaties with a number of countries, including China. Banking and shipping are the Seychelles' two main 'offshore' industries. The Seychelles started to create an IOFC only quite recently, but by 2003 10,000 companies had already been registered. The Trade Zone is probably the most successful aspect of the offshore initiative, and that has more to do with trade than tax.
Moderate Taxation For Local Business.Locally-sourced profits are taxed at up to 40%, and so-called 'social security' contributions amount to an income tax at up to 40% for individuals for all sectors other than the Trade Zone. There are no other taxes to speak of. There is a small withholding tax for some types of payment. All foreign-source income is tax-free. VAT has just been introduced, and there are import duties, but these have been reduced substantially in recent years. The Government's extensive investment incentive programmes give substantial tax benefits to incoming investors in many sectors; and the free zones are ideal for locating regional distribution centres. No company with exclusively external assets and commercial operations will pay tax.
Import of Foreign Capital
All our Seychelles IBC are general trading companies which include Certificate of Incorporation & Memorandum and Articles of Association, Registered Agent and Address in Seychelles. 3-5 days incorporation service which enables you to appoint members details straight away. This procedure applies to all or packs with the payment of all government fees. This pack is sent directly to you via DHL.
THE FOLLOWING UPGRADES CAN BE ADDED TO THE ABOVE PACKAGE:
1. Company Pliers Seals - £20.00. 2. Apostilled Certificate of Incorporation - £100.00. 3. Nominee Director service for 12 months - £166.00. 4. Nominee Shareholders service for 12 months - £110.00. 5. Apostilled Certificate of Good Standing £125.00.
The government said in May 2001 that it was to put before the National Assembly several amendments to the current exchange control and money and trade taxation laws to tackle the problem of growing black market activity. The amendments proposed will close loopholes in laws such as the Exchange Control Act. Changes to this legislation will require individuals who possess any foreign currency to show evidence that it is obtained from a registered dealer and will prohibit the buying and selling foreign currency by authorised dealers at rates above the maximum rate or below the minimum rate determined by the Central Bank as well as prohibiting the export and import of Seychelles currency notes and coins in excess of R2,000. Amendments to the Central Bank Act will lead to the appointment of an Exchange Controller.
Foreign Investment Regime
The Seychelles government is keen to create a suitable environment for foreign investment. The Investment Promotion Act 1994 legislates inward investment Incentives are granted to approved projects in the domestic and export sectors, including tourism, agriculture, manufacturing and the service industries. Procedures for approval have been streamlined and the incentives include the following:
Following the issue of a Certificate of Approval, subsequent tax changes cannot be to the detriment of the investor. Exemption from import duties on primary and intermediate inputs. Entitlement to employ 50% of foreign staff (first 25% at special rate of SR 500 per month; next 25% at the standard rate of SR 1,500 per month). Accelerated depreciation up to 150% for certain asset classes. Concessionary business tax rates of 15% (usually 40%) plus credits giving an effective rate of 9%. For substantial investments, further incentives can be obtained from the Government on a negotiated basis.
The International Corporate Service Providers Bill, 2003, expected to be enacted in late 2003, will substantially improve and simplify the regime for incoming investment. Currently, the Seychelles International Business Authority (SIBA) has power to issue a licence to offshore businesses, but entitlement to fiscal concessions depends on obtaining a certificate from the Ministry of Finance under the Investment Promotion Act. The new Act will streamline the procedure for establishing an offshore business, avoiding the need for a separate IPA application to the Finance Ministry.
Seychelles Forms Of Company
The vast majority of companies formed in the Seychelles for offshore purposes are incorporated under the International Business Companies Act 1994. However this law did not supersede the existing Companies Law 1972, which is based on English law and is used to form various types of company used by businesses trading in the Seychelles, and also for offshore businesses which are not permitted to use the IBC form, such as banks, insurance companies and mutual funds.
Companies formed under the Companies Act 1972 can be private companies limited by shares, by guarantee, or hybrid; or they can be unlimited, but that is rare. 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 Licence Companies, Protected Cell Companies and Limited Partnerships.
Seychelles IBC Formation Package - £500.00. International Business Company. 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. The governing legislation is the International Business Companies Act 1994. Statutory requirements are minimal, and flexible:
Only one director and one shareholder are required. Shareholders, directors and officers need not be resident in the Seychelles and there is no stipulation as to their nationality. There is no minimum capital requirement; shares may be either registered or bearer and may be issued in any currency. Accounts need not be kept; however, if they are kept there is no requirement for an audit. No returns are needed of shareholders, directors or officers. Shareholders and directors meetings need not be held in the Seychelles and can be held by telephone. The Memorandum and Articles of Association are the only documents to be held on the public record.
IBC status is granted subject to certain conditions: no business may be transacted with residents of the Seychelles. No ownership interest in real property in the Seychelles is permitted; property may be leased for office use only. Banking or trust business may be carried on only if an appropriate license is issued. Likewise, a licence is required to carry on insurance or re-insurance business. Engaging in the business of company management or providing registered facilities for Seychelles-incorporated companies is not permitted. IBCs are permitted various activities within the Seychelles without compromising their offshore status under the Act; these include: professional contacts with lawyers, accountants etc., preparation and maintenance of books and records. The holding of directors' or shareholders' meetings, ownership of shares in other Seychelles companies, whether under the Act or the 1942 Companies Law. Ownership of Government or Central Bank securities, ownership of a vessel registered in Seychelles.
It is usual to use a registered agent in the Seychelles to incorporate an IBC (eventually it is obligatory to appoint one anyway). Fees for incorporation of an IBC are based on the company's authorised share capital. Normally, the incorporation process takes no more than one day; however, for banks, trust companies and insurers the process is lengthier.
Seychelles Special Licence Company Formation Package - £950.00. Special Licence Company. Special Licence Companies (CSL) are formed under the Companies (Special Licence) Act, 2003 (the Act). Unlike the IBC, a CSL may carry on permitted business inside as well as outside of Seychelles. The CSL entity is a Seychelles domestic company (under the Companies Act 1972), which is granted a special licence under the Act. A Special LicenceCompany has substantial statutory tax advantages including access to the Seychelles Double Tax Agreements, of which that with China is of particular current interest.
Key features of the CSL are as follows: a Special Licence Company may carry on any business as permitted under the Schedule to the Act - including as an international holding company, a headquarters company, a franchise company, a marketing company, a company holding intellectual property, an investment company, etc. Bearer shares are not permitted. Nominee shares are permitted, but the name and address of beneficial owner is required to be disclosed to the Registrar of Companies. This information is not made publicly available by the Registrar. Foreign shareholders are permitted. There is a minimum of 2 Directors, who may be located outside of the Seychelles. A Seychelles-resident Company Secretary is required. Directors' or shareholders' meetings can beheld anywhere, including by telephone or video-link. An annual company return and audited accounts must be filed. There is provision for "redomiciliation" - a foreign or Seychelles IBC may be continued as a CSL - and an Special LicenceCompany may redomicile to another jurisdiction.
Seychelles Limited Partnership Formation Package - £700.00. Limited Partnership. Limited Partnerships (LP) are formed under the Limited Partnership Act, 2003 (the Act). An LP has substantial statutory tax advantages including the ability to receive income from sources outside of the Seychelles and distribute such income to foreign partners without incurring a Seychelles tax liability. A Seychelles LimitedPartnership is highly-suitable for international joint venture activities.
Key features of the LP are as follows: the LP is required to have one or more general partners who are liable for the debts of the LP, and one or more limited partners who are not so liable in most circumstances. At least one general partner must be a Seychelles person (either a resident individual or an IBC or domestic company or CSL or an LimitedPartnership). A Seychelles registered office is required. An LP shall not carry on business in Seychelles, except to the extent necessary for the carrying on of the LP's business outside of Seychelles. An annual certificate must be filed verifying compliance by the LimitedPartnership with the provisions of the Act.
Seychelles Protected Cell Company Formation Package - £950.00. Protected Cell Company. Protected Cell Companies (PCC) are formed under the Protected Cell Companies Act, 2003 (the Act). A PCC is a Seychelles domestic company that has the right to create one or more identifiable cells so as to segregate and protect cellular assets as permitted under the Act. While each cell created by a PCC is separately identifiable and may have its own cellular assets, no cell will constitute a legal entity separate from the company(i.e.. only the Protected Cell Company is a separate legal entity).
The directors of a PCC have a duty to keep cellular assets separate from non-cellular assets, and to keep the assets attributable to each cell separate from the assets attributable to other cells. Liabilities attributable to a particular cell of a Protected CellCompany cannot attach the assets of other cells. As in other jurisdictions, the Protected CellCompany has particular use and appeal for captive insurance and collective investment scheme applications. It is likely that approval will be limited to these areas and for non-domestic business only.
Trusts. The International Trusts Act 1994 established, for the first time, a regime for international trusts in the Seychelles; it does not provide for domestic trusts. The Act was drafted after a thorough study of current practice in a number of leading offshore jurisdictions. Under the Act, the Seychelles International Business Authority (SIBA) is appointed as the regulatory body for trusts, alongside the Court.
The following are some of the key features of the Seychelles Trust regime: an international trust may be created in writing, by will or by oral declaration; deemed trusts are admitted, as are those resulting from a decision of the Court. Purpose trusts are permitted. The settlor must reside outside the Seychelles for the duration of the trust; at least one trustee must reside in the jurisdiction, but this trustee may be an IBC, which shall not thus be deemed as resident; an IBC may therefore be a settler. The trust property may not include any Seychelles movable or immovable property. The names of settlors and beneficiaries are confidential under the Act, unless a Court orders disclosure under the Anti-money Laundering Act. The standard perpetuity period is 100 years; but it does not apply to purpose trusts. The accumulation of income is permitted. Forced heirshipjudgments are specifically excluded. An international trust is exempt from tax in the Seychelles. Registration of trusts must be carried out by one of the two licensed trustees currently operating in the Seychelles.
Seychelles Offshore Legal And Tax Regime
The main forms useful for offshore operations in the Seychelles are the International Business Company, the various types of Companies Act company, the Trust, and two new forms introduced in 2003: Special Licence Companies and Limited Partnerships.
The International Corporate Service Providers Act, 2003, provides for the licensing of trust management and company formation agents.
Forms of Offshore Operation. Offshore operations may take place within the following forms: Limited or Unlimited Companies Act Company; International Business Company; Limited Life Company; Trust; Special Licence Company (formed under the Companies Act); Limited Partnership.
Tax Treatment of Offshore Operations. Offshore Seychelles entities are subject to the following fee and tax structures:
International Business Companies pay registration fees as follows: US$100 for a company with authorised capital up to US$5,000; US$300 for a company with authorised capital over US$5,000 and up to US$50,000; US$1,000 for a company whose authorised capital is over US$50,000.
The continuing annual renewal fee for IBC status is the same amount. There is a scale of fees in the International Business Companies Act covering inspection of documents in the Registry, copies of entries, increase of capital etc. etc. The fee levels are fixed for the life of an IBC, whatever subsequent changes may take place to fee levels.
IBCs are exempt from the Business Tax, from withholding taxes and from Stamp Duty; however they pay social security contributions on the salaries of employees unless the IBC is in the International Trade Zone or the employees are crew members of a ship in international waters.
Offshore (Non-Domestic) Banks pay a license application processing fee of US$2,000 and an annual license fee of US$15,000. Banks are exempt from the Business Tax and withholding taxes, from customs duties and from Stamp Duty. They can if they wish elect to pay Business Tax at a rate which is agreed with the Commissioner of Taxes. Banks pay social security contributions in respect of their employees.
Offshore (Non-Domestic) Insurance Companies pay license application processing fees and annual license fees as follows: license application processing fee US$500 for an offshore license; annual license fee US$1,500 for either offshore general insurance or offshore life insurance; annual license fee US$3,000 for both offshore life and general business; annual license fee US$1,000 for a single-parent captive insurer.
Offshore insurance companies are exempt from the Business Tax, from withholding taxes, from customs duties and from Stamp Duty. They can if they wish elect to pay Business Tax at a rate which is agreed with the Commissioner of Taxes. There is a guarantee of exemption from future taxes for 20 years from the time of registration. Insurance companies pay social security contributions in respect of their employees.
International Free Zone (SITZ) Companies pay annual license fees and application processing fees as follows: redistribution license: US$550; light assembly license: US$550; manufacturing license: US$2,700 plus US$1,300 initial processing fee; processing license: US$2,700 plus US$1,300 initial processing fee; export services license: US$1,500 plus US$500 initial processing fee. these license fees are fixed for the life of a licensed company.
SITZ companies are exempt from the Business Tax, from withholding taxes, from customs duties and from Stamp Duty. SITZ employers are also exempt from the need to pay social security contributions in respect of directors or employees.
International (Offshore) Trusts pay an initial registration fee of US$100. Offshore Trusts are exempt from the Business Tax, from withholding taxes and from Stamp Duty.
Limited Partnerships pay a registration fee of US$200. They may receive income from sources outside of Seychelles and distribute such income to foreign partners without incurring a Seychelles tax liability. In addition: an LP is exempt from all Seychelles tax or duty on income or profits of the LP; an LP is exempt from stamp duty on property transfers, share transfers and other business transactions. An LP is exempt from trades tax on all furniture and equipment imported into Seychelles for office use. An LP has exemptions under the Social Security Act. These exemptions granted under the LP Act are guaranteed for twenty years and continue in force thereafter unless otherwise provided for by written law.
Special Licence Companies (CSL) pay a US$200 application fee, an annual licence fee of US$1,000, and a US$200 annual filing fee. They may carry on permitted business inside as well as outside of Seychelles. The CSL entity is a Seychelles domestic company (under the Companies Act 1972), which is granted a special licence under the Companies (Special Licence) Act and has access to Seychelles' steadily expanding network of double taxation avoidance treaties - of particular interest is its DTA with China. In addition: a CSL is liable to Seychelles business tax at the rate of 1.5% on its world-wide income (as an exception to the Seychelles territorial tax system, any foreign income derived by a CSL will be deemed to be Seychelles-sourced income). A CSL is exempt from from withholding taxes on dividends, interest and royalties. A CSL is exempt from stamp duty on property transfers, share transfers and other business transactions. A CSL is exempt from trades tax on all furniture and equipment imported into Seychelles for office use. A CSL has exemptions under the Social Security Ac and from work permit fees for expatriate workers. These exemptions granted under the CSL Act are guaranteed for ten years and continue in force thereafter unless otherwise provided for by written law.
Seychelles Double Tax Agreements
The Seychelles has Double Tax Agreements in force with China, South Africa, Indonesia, Thailand, Oman, Malaysia and Zimbabwe. Negotiations are said to have been concluded with Russia, Botswana, Vietnam, Malaysia, and Egypt. Discussions are underway with Tunisia, Cyprus, Mauritius and the Czech Republic. The Government sees such treaties as being an important part of its scheme to develop as a key financial hub in the Indian Ocean, and is actively negotiating more treaties with a number of its trading partners.
Seychelles International Business Company (IBC)
INTERNATIONAL ADVANCED MARKETING LTD. Registration Date: 8 October, 2004. Service included: Seychelles Registered Office and Registered Agent, Nominee Director, Nominee Secretary, Apostilled Certificate of Incorporation. Fee: £875.00
BUSINESS ADVENTURES & FINANCE LTD. Registration Date: 7 October, 2004. Service included: Seychelles Registered Office and Registered Agent, Nominee Director, Nominee Secretary, Apostilled Certificate of Incorporation. Fee: £875.00
PLATZ HOLDINGS LTD. Registration Date: 3 November, 2003. Service included: Service included: Seychelles Registered Office and Registered Agent, Nominee Director, Nominee Secretary and Shareholder, Apostilled Certificate of Incorporation. Fee: £1,230
The most versatile type of all offshore corporate entities available in Seychelles is the International Business Company, known as the IBC. It is very similar to the other widely known offshore corporate vehicles, notably the British Virgin Islands IBC. There are currently over 12,000 IBC registered in Seychelles. 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. The governing legislation is the International Business Companies Act 1994.
Seychelles Incorporation Benefits:
Incorporation fees are fixed for life. Even if the annual renewal fees are increased in the future, a company incorporated before such an increase came into effect will not be 18affected adversely. IBC pays no taxes in Seychelles other than the Government License fee. Annual reporting (accounting, auditing) not required for IBC's. Accounts need not be kept; however, if they are kept there is no requirement for an audit. There is no minimum capital requirement; shares may be either registered or bearer and may be issued in any currency. Shares can be issued with or without par value. Only one shareholder and one director is required. Their particulars do not appear on public record. Moreover, we could provide nominees to maintain owner's confidentiality. Shareholders, directors and officers need not be resident in the Seychelles and there is no stipulation as to their nationality. Directors and/or officers can be either corporate entities or natural persons. There is no foreign exchange control. It takes only 24 hours to incorporate an offshore company in Seychelles and the fees are the lowest on the Internet. Speedy incorporation procedures and simple ongoing administration. Shareholders and directors meetings need not be held in the Seychelles, can be held by telephone, may attended by proxy. The Memorandum and Articles of Association are the only documents to be held on the public record. There is no requirement to register initial or ongoing changes in directors and/or officers. IBC's may engage in any lawful business in any country and may carry on transactions in whatever currencies they choose. Not highlighted by OECD. Not yet widely perceived as a tax haven. Fee anniversary is 12 months from incorporation, not December 31st.
A Seychelles IBC is, by definition of the law, 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. Essentially, a Seychelles IBC is a completely tax-free corporation, insofar as it complies with a few simple rules of operation. The law provides that all exemptions for a Seychelles IBC shall remain in force for a period of twenty years from the date of incorporation of an IBC.
IBC status is granted subject to certain conditions:
No business may be transacted with residents of the Seychelles. No ownership interest in real property in the Seychelles is permitted; property may be leased for office use only. Banking or trust business may be carried on only if an appropriate license is issued. Likewise, a licence is required to carry on insurance or re-insurance business. Engaging in the business of company management or providing registered facilities for Seychelles-incorporated companies is not permitted.
IBCs are permitted various activities within the Seychelles without compromising their offshore status under the Act; these include: professional contacts with lawyers, accountants etc. Preparation and maintenance of books and records. The holding of directors' or shareholders' meetings. Ownership of shares in other Seychelles companies, whether under the Act or the 1942 Companies Law. Ownership of Government or Central Bank securities. Ownership of a vessel registered in Seychelles. Maintain a Seychelles-based bank accounts and deposits. Own a vessel or and aircraft registered in Seychelles. Shares in a Seychelles IBC may also be held by a person resident in Seychelles.
Secrecy. Confidentiality is one of the key features as details of the company beneficial owners, directors and shareholders are NOT part of public record. This information is kept only at the offices of the Registered Agent in complete confidentiality. Flexible structure. A Seychelles IBC needs only have one Director, who may be either a physical person or a corporate body. The management (directorship) your Seychelles IBC can be carried out in a combination of ways, but primarily there are two options:
Option 1: Company directed by the owner. You, as the beneficial owner of the company, can be appointed as the Company Director. Although this appointment is not directly registered on the public file in the Registrar of Companies, this information and the relevant Resolutions must be held by the Registered Agent (us) in the registered office of the company. Obviously, the particulars of the Company Director will also show up in some of the main documents of the Company.
Option 2: Company directed by an appointed director (nominee). In this case the directorship of the company is taken by a professional third-party director. This position is also commonly known as "Nominee Director" although the term itself is a bit old-fashioned. The Nominee service can usually be provided by the Agent (us), or it can be outsourced to other reputable company management service provider. To that matter, the owner of the company can ask anybody to be appointed as the company director.
A company director is charged with making all material decisions about the company and its business. Directors are initially appointed by the first Subscriber, and then elected by shareholders. Many offshore jurisdictions, including Seychelles, permit the director to be a corporation. This may sound weird, but just imagine a management firm comprising of a team of highly competent management specialists who would take the duty of managing the company's regular business. Nevertheless, utilizing a corporate director may blur the clear structure of a company and make it difficult to comprehend, especially for people who live in countries where corporate directors are not a common practice. More often than not the existence of a corporate director will also indicate that the company is most probably an offshore entity.
There are not many drawbacks for an offshore company to have an individual director, apart from the fact that the services of individual directors would usually be more expensive than corporate. Another aspect, distant as it may sound, is the possible complication when such individual director falls ill, goes away for vacation or, as it may happen, dies. In case of a corporate director there will always be some person who will be empowered to sign or act on behalf of the company. In case of an individual director, there might not be. In such case the company would have to go through a lengthy process of registering a change of director in its file before the new director can act. Electing an alternate in the first place would therefore not be a bad idea. Just as well, a company may have one or several addition officers to fill various managerial and administrative roles within the company. The most common officer categories include President, Vice-President, Treasurer and Secretary. Some jurisdictions require that some or all of these roles be filled at incorporation.
The company directors may sometimes appoint managers or attorneys of the company, granting them certain powers to manage the affairs of the company. The manager may, for example, have a signing authority on a bank or securities account, or the powers to negotiate certain types of contracts for the company or do anything else that may be written in his power of attorney. Company shareholders or beneficial owners are quite often appointed as managers of the company for such purely practical reasons. It also needs only one shareholder.
Similarly as in case with the company director, being a direct shareholder of the company may adversely affect the desired level of confidentiality. In order to shield his direct link to the company, a company owner may involve services of a nominee shareholder. As it is a rather passive position (unlike the Directorship discussed above), the nominee shareholder service may be provided in a fairly straightforward manner. At registration the company will always have at least one corporate nominee Subscriber (initial shareholder for a minimum amount of shares). This is provided by us at incorporation. Thereafter, the shares may be issued and transferred to any individuals according to the order configuration. Alternatively, the shares may remain registered onto the initial Subscriber, who would in this way act as nominee shareholder. A nominee shareholder may act for several actual owners at once. The nominee shareholding relationship would usually be confirmed by appropriate declarations or pre-configured share transfer documents from the nominee towards the actual clients.
Shareholding Structure
Bearer shares. A Seychelles IBC can be configured with bearer shares, although certain procedural restrictions towards use of bearer shares are expected to be introduced soon. Offshore corporations, like onshore corporations, use shares to reflect their ownership. Shares are units representing a participation of a person in the company. Taking (or buying) a share in a company means simply that a person has agreed to invest some of his personal money or assets into the company. When he has done so, he acquires the right to participate in the profits and the decision-making process of that company in proportion to his share as in the total amount of the capital of the company.
There Are A Few Different Types Of Capital
At first, there is the authorized share capital. This is the total amount of money that the company has been allowed (by its Memorandum) to take in from the prospective shareholders in return for giving out its shares. In theory the authorized capital is supposed to be the total amount of money that the principals of the company have decided to be enough to get the company's business going until the company makes its own revenue. Most jurisdictions have a minimum required authorized share capital, and the share capital selected usually affects the government fees payable. Then there is the subscribed capital. This is the amount of money that the prospective shareholders actually agree to invest in return for their shares. The subscribed capital can quite often be less than the authorised capital. This would simply mean that the company has actually issued (or sold) only a part of its shares to the shareholders, whereby the other part remains unissued. Thus, if company XYZ has an authorized share capital of 50,000 shares and Joe agrees to take 1000 shares, then the company's subscribed share capital is 1000 shares. Joe would own 100 percent of the company. If the company also issues 1000 shares to Mary, the company's subscribed share capital is 2000, and each of Joe and Mary would own 50 percent of the company (1000 shares each of the total issued 2000).
There is also the matter of the paid-up capital. The subscribed capital becomes paid-up capital when the subscriber (the prospective shareholder) actually honors his part of the deal and pays for his shares to the company. In the most trivial case it would simply mean that the shareholder has made a payment into the company. Usually, only from this moment the shareholder acquires the right to take part in the decision-making process of the company, that is, to vote in the shareholders meeting. The dependence of the voting powers on the fact of paying-up for the shares would usually be set forth in the Articles of Association of a company.
There is a substantial difference in how the various aspects of share capital are treated in most high-tax countries and in the offshore financial centres. In the "first world" countries, especially in Europe, the legal requirements for minimum authorised, subscribed and paid-up capitals for a domestic company are quite high, often in tens of thousands of euros. There are also strict rules that these capitals should all be paid-up at or shortly after the registration of the company. The logic behind those rules is apparently that a company in, say, France, can not realistically commence any business without a substantial money available for this purpose.
In most offshore havens it's radically different. Mostly, the size of the authorised capital of an offshore company does not have a legally prescribed minimum. If it does, the minimum is really small - think 2 US dollars or equivalent. Consequently, there are no requirements to have a substantial amount of paid-up capital. Thereafter, the law does not require that the subscribed capital be paid-up in a certain timeframe. Therefore an offshore company can have an authorised capital of 10 US dollars, of which the amount of 2 US dollars is subscribed for (by a nominee company), but remains unpaid. At the same time, this flexibility allows the owners of the company to choose any amount of capital they wish, and to be very flexible with the rules of how and when the capital has to be subscribed for and paid up. Flexibility is the keyword here.
In most offshore jurisdictions there is a government duty or capital tax payable at incorporation (and often annually thereafter) of the offshore company. The amount of this duty depends on the size of the authorised capital of the company. However, usually there is a pre-set minimum of the government duty. As in Seychelles, the registration duty for an IBC (International Business Company) is US$100 for any company with an authorised capital of US$5000 or less. The US$5000 is therefore the maximum possible authorised capital that you can get registered by still paying the minimum duty. Therefore this amount will usually be registered as "standard" by the offshore service provider. Going to higher capital is possible, but will involve higher duty. Going lower is also possible, but needless, as the duty will remain the same anyway. This concept of "maximum authorised capital to which minimum duty applies" is repeating itself virtually through all offshore jurisdictions.
Another distinct feature of offshore companies is registration of shareholders on the public file, in the Registrar of Companies. Many offshore territories do not register the shareholders of offshore companies in the Registrar. Thus the ownership structure or a company is in a way left to remain the internal matter of the company. In such case the shareholder information (Registrar of Shareholders) will usually be kept on file with the company secretary or the registered agent, or by the director. Obviously, in such event each individual shareholder should take care to receive appropriate proof from the company confirming his shareholding interest in the company. Such proof can be a share certificate.
Some offshore territories do keep shareholder information on the Registrar's file. It does not influence shareholder confidentiality very much, because the shares can be registered in the names of nominees, or left registered in the name of the initial Subscriber. In this case, again, it is up to the shareholder to keep the appropriate proof that he is the actual owner of the company. Such proof can be an appropriately drafted declaration or an agreement between the nominee and the actual owner.
Direct registration of the shares on public file can, however, be attractive to those company owners who wish to be completely assured that their private holdings remain protected by being properly registered. This becomes especially important when the company is owned by several owners. All in all, the corporate characteristics and structural elements of an offshore corporation are just the same as they would be for a typical business company in any country. The difference is in the fact that with offshore companies, all these elements are made extremely simple and flexible, with minimum government regulation and red tape involved. This in turn makes an average offshore company just a more practical vehicle through which to transact business. And that's before any tax benefits come into consideration.
£ 300.00
Company registration in the Seychelles takes approximately 2 to 5 working days. The Seychelles IBC incorporation fee includes:
Company name availability confirmation and reservation
The following documents will be posted to you (Note: these documents are sent to you through FedEx Express Mail Service):
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