In December 1994 Seychelles enacted legislation enabling the registration of International Business Companies (IBC’s), International Trusts and the licensing of International (free) Trade Zone Companies. IBC’s in Seychelles are formed under the International Business Companies Act 1994 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.
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.
Seychelles companies are based on English Common Law and French Civil Law. 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’s cannot trade within 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.
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 and/or restricted: Bank, Insurance, Assurance, Re-Insurance, Trusts, Trustee, Savings, Royal, Asset Management, Funds, Foundation, Building Society, Municipal, Chartered, Finance, Healthcare, Pharmaceutical, Leasing, Lease, Forex, Broker, Brokerage, Gaming. 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.
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 along with relevant fees. Memorandum specifies the activities in which the company may engage and Articles of Association specify the rules governing the internal management of the company.
A minimum of one shareholder is required which may be a physical person or a body corporate. Details of company shareholders are not part of the public record.
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, shares of no par value, preference shares, redeemable shares and shares with or without voting rights are permitted. As from 1st of January 2014, IBCs are no longer permitted to issue bearer shares.
The minimum number of directors is one, who may be a physical person or a body corporate. A director 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.
REGISTERED OFFICE AND LOCAL AGENT OR 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 Seychelles.
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.
It normally takes 1 business day to have an IBC incorporated and registered.
RECURRING AND MAINTENANCE FEE AS FROM 2ND YEAR
- Provision of registered office/registered address
- Provision of registered agent/company secretary
- Payment of annual government fee