Seychelles is located in the Indian Ocean, off E Africa, NE of Madagascar and has a total area of 455 square kilometers.
TYPE OF COMPANY FOR INTERNATIONAL TRADE AND INVESTMENT
International Business Company (IBC).
PROCEDURE TO INCORPORATE
Registered Agent files Memorandum of Association and Articles of Association to the Companies Registry together with the appropriate fee. The incorporation will usually take three to four working days.
RESTRICTIONS ON TRADING
Cannot trade within Seychelles or own real estate there. 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. A Seychelles IBC cannot provide registered office facilities in the Seychelles, or sell its shares to the public. However, the legislation does allow an IBC to carry on the following activities within Seychelles:
- make or maintain deposits with persons carrying on business within Seychelles;
- make or maintain professional contact with its professional advisors in Seychelles;
- prepare or maintain books and records within Seychelles;
- hold meetings of its directors or members within Seychelles;
- hold lease of property for use as an office in Seychelles;
- hold shares, debt obligations or other securities in a Seychelles company incorporated under the IBC Act or the Companies Act;
- have its shares, debt obligations or other securities owned by a person resident in Seychelles or by any company incorporated in Seychelles under the IBC Act or the Companies Act;
- hold bonds, treasury bills or other securities issued by the Government of Seychelles or the Central Bank of Seychelles;
- own or manage a vessel registered in Seychelles under the Merchant Shipping Act or an aircraft registered under the Civil Aviation Act.
POWERS OF COMPANY
A Company incorporated in Seychelles has the same powers as a natural person. A Seychelles IBC may be a Limited Life Company (LLC).
LANGUAGE OF LEGISLATION AND CORPORATE DOCUMENTS
English or French.
Any name identical or similar to a company already incorporated. Any name that implies patronage of the Seychelles, or any other government, insurance, royal, imperial or any other name that may imply that a company intends to undertake a licensable or undesirable activity.
LANGUAGE OF NAME
English or French. Any name in a language other than English or French must be accompanied by a translation to ensure that the name is not restricted. Chinese company name is allowed and will show on the Certificate of Incorporation and Memorandum & Articles of Association.
REGISTERED OFFICE REQUIRED
Yes, must be maintained in Seychelles at the office of a licensed management company.
NAMES REQUIRING CONSENT OR LICENCE
No names identical or very similar to existing company names are permitted without the consent of the company currently in existence.
SUFFIXES TO DENOTE LIMITED LIABILITY
The Seychelles IBC Act permits 41 different suffixes, or their abbreviations, to indicate limited liability, consequently most endings that might be desired are available.
AUTHORISED SHARE CAPITAL
Seychelles IBCs are normally incorporated with an authorised share capital of US$100,000 with par value. The authorised share capital may be expressed in any currency. The minimum issued capital is either one share of no par value or one share of par value.
CLASSES OF SHARES PERMITTED
Registered shares, bearer shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights are permitted. Allow Nominee shareholder(s).
BEARER SHARES PERMITTED
Yes. (However, Bearer Shares are immobilized.)
DISCLOSURE OF BENEFICIAL OWNERSHIP TO AUTHORITIES
No. Disclosure of the beneficial owner(s) is not required; share register may be inspected only by a shareholder.
Only the Memorandum of Incorporation and Articles of Association are to be filed, but even these are not in the public records. The registration and deregistration of Registers of Directors, Members, and Mortgages and Charges are optional.
A Seychelles IBC is exempt from the payment of all forms of local taxation or stamp duty.
DOUBLE TAXATION AGREEMENTS
Seychelles has recently negotiated a number of double taxation agreements. DTAs have been ratified with China, Indonesia and South Africa. Others are in various stages of the negotiation process, including agreements with Botswana and Egypt. However, International Business Companies (IBCs) are unaffected by the operation of such tax treaties. Both the non-taxability and the confidentiality of company information are unaffected by any such DTAs.
LEGAL PROTECTION OF ASSETS
Assets are protected from confiscation or expropriation orders or similar actions by foreign governments.
FINANCIAL STATEMENT REQUIREMENTS
Whilst there is no requirement to file audited accounts with the authorities, a company is required to keep financial records that reflect the financial position of a company. No filing of annual returns is required.
No annual meeting is required. Any and all meetings may be held outside of Seychelles and may be by telephone or other electronic means.
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.
A company secretary is not a requirement under the Act, but a secretary can be appointed if desired.
The minimum number of shareholders is one. Shareholders may be natural persons or bodies corporate and of any nationality.
No minimum capital is required, although at least one share must be issued. Shares may be issued with or without par value and in any currency as permitted by the Memorandum and Articles of Association.
We have some stock of “Ready-made” companies that are immediately available for purchase and are pleased also to incorporate a company with client’s proposed name. All companies are provided with our comprehensive company kit, include the following:
* Certificate of Incorporation
* Subscriber Appointment of First Director(s)
* 1 Statutory Book
* Original & copies of Memorandum & Articles of Association
* A Corporate Seal
* A Pre-ink Stamp
* Share Certificates
Panocean Secretarial Group will be happy to provide you with a schedule of our current fees for the company set up and provision of company secretary/correspondence address/nominee services upon request.
These are only the general guidelines and they do not constitute any legal liability for inaccurate information mentioned above.
Panocean Secretarial Services Limited ©2004 Copyright. All rights reserved. It is not allowed to reproduce, transmit or re-keying the above information.