GENERAL INFORMATION

The Republic of Seychelles is an island nation located in the Indian Ocean and comprises over one hundred named islands. The largest island is Mahe.

The Republic of Seychelles is a well-established, trusted and transparent international financial centre. It enjoys political stability, sound economic policy and good governance with a robust, diversified and innovation-driven economy. It is regulated by the Seychelles Financial Services Authority (“FSA”).

Other basic facts:

Time zone

Greenwich Mean Time +4

 

Language

English, French and Creole

 

National currency

Seychellois Rupee (SCR)

 

KEY CORPORATE FEATURES OF SEYCHELLES INTERNATIONAL BUSINESS COMPANIES (IBC)

INCORPORATION
Shelf companiesYes, upon request
Incorporation timeframe2 to 3 business days
Company nameThe words “Limited”, “Corporation”, “Incorporated” and “Protected Cell Company” or their abbreviations
BUSINESS ACTIVITIES
Trading restrictionsAn IBC cannot carry on business in the Seychelles. Having a bank account or maintaining professional contact with lawyers, accountants, trust companies or holding meetings of directors and shareholders in the Seychelles are not considered as carrying on business in Seychelles.  An IBC shall not carry any banking, insurance, re-insurance or trust business or a business of providing registered office for companies
SHARE CAPITAL
Permitted currenciesAny foreign currency
Minimum issued capitalOne (1) in any denomination in foreign currency
Par / nominal valueOptional
DIRECTORS
MinimumOne (1)
Corporate directorAllowed
Local director requirementsOptional
Location of meetingAnywhere
Minimum number of meetingsPer Articles of Association
Publicly accessible recordsNo
SHAREHOLDERS
MinimumOne (1)
Bearer sharesNot allowed
Corporate shareholdersAllowed
Local shareholder requirementsNo
Location of meetingAnywhere
Minimum number of meetingsNone

Register of shareholders & Register of beneficial owners

At the registered office in the Seychelles
Publicly accessible recordsNo
COMPANY SECRETARY
RequirementsNot mandatory
REGISTERED OFFICE & REGISTERED AGENT
RequirementsMandatory to be in the Seychelles
ACCOUNTS
RecordsAt the registered office or such other place as the directors think fit and the company shall inform the registered agent of the address of the other place where the accounting records are being kept. The accounting records shall be kept for seven (7) years from the date of completion of transaction to which they relate
Preparation of accountsYes. an IBC should keep proper accounting records that are sufficient to show and explain the company’s transactions, enable the financial position of the company to be determined with reasonable accuracy at any time and enable for accounts to be prepared
Audit requirements and filingNone
Publicly accessible recordsNo
CORPORATE BOOKS & RECORDS
LocationMust be kept at the registered office of the Company or such other place as the directors determine and the company shall inform the Registered Agent of the address of the other place
ANNUAL REQUIREMENTS
Annual returnEvery IBC must by 31 December in every year provide an annual return to its Seychelles Registered Agent
Annual license fee

Annual licence fee is payable every subsequent year to the Seychelles Registrar before the anniversary date of incorporation of the IBC. Late payment will result in penalty fees as follows:

  • 10% penalty fee if payment is made after the due date
  • 50% penalty fee if payment is made 90 days of the due date

If at 31st December, the licence fee is due for more than 180 days, the company will be struck off the register. It is possible to restore a company after it has been struck off the Registrar upon payment of the applicable reinstatement fees

GENERAL
Corporate re-domiciliationYes
Double taxation treaty accessNone
Exchange controlNo
TaxationExempt from taxation on business activities or transactions carried out outside of the Seychelles

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KEY CORPORATE FEATURES OF SEYCHELLES COMPANIES SPECIAL LICENCES (CSL)

INCORPORATION
Shelf companiesNo
Incorporation timeframeApproximately three weeks
Type of companyA CSL is a domestic company incorporated under the Companies Ordinance 1972 and subsequently issued with a special licence under the Companies (Special Licence) Act 2003
BUSINESS ACTIVITIES
Common usage

Holding company, investment company, marketing company, holding intellectual property, headquarters company, franchise company

Should a CSL wish to carry on banking or insurance business, additional licensing by the Central Bank of Seychelles or by other appropriate government authority is required

SHARE CAPITAL
Permitted currenciesAny foreign currency, standard is US$
Minimum issued capitalMinimum US$1 (At least 10% of authorized share capital must be issued and paid up)
Usual authorized capitalSeychelles Rupees 25,000 (approx. US$ 5,000)
DIRECTORS
MinimumTwo (2)
Corporate directorNot allowed
Local director requirementsOptional but necessary for DTA reliance cases
Location of meetingAnywhere
Minimum number of meetingsPer Articles of Association
Register of Directors & OfficersAt the registered office in the Seychelles
Publicly accessible recordsYes
SHAREHOLDERS
MinimumTwo (2)
Bearer sharesNot allowed
Corporate shareholdersAllowed
Local shareholder requirementsNo
Location of meetingAnywhere
Minimum number of meetingsYes, at least Annual General Meeting
Register of shareholdersAt the registered office in the Seychelles
Publicly accessible recordsNo
COMPANY SECRETARY
RequirementsMust have a secretary who is a licensed Corporate Service Provider in the Seychelles
REGISTERED OFFICE & REGISTERED AGENT
RequirementsMandatory to be in the Seychelles
ACCOUNTS
RecordsAt the registered office or such other place as the directors think fit. The accounting records shall be kept for at least seven (7) years from the date of completion of transactions or operations to which they each relate
Preparation of accountsYes
Audit requirements and filingYes
Publicly accessible recordsNo
CORPORATE BOOKS & RECORDS
LocationMust be kept at the registered office of the Company
ANNUAL REQUIREMENTS
Annual returnYes, but not public
Annual feesAnnual license fee of US$1,000 and annual return filing fee of US$200
GENERAL
Corporate re-domiciliationYes
Double taxation treaty accessYes
Exchange controlNo
Corporate taxation1.5% on worldwide income
Others
  • Exempt from Seychelles withholding tax on dividends, interests and royalties
  • Exempt from Seychelles stamp duty on shares and properties

The information in this document is not advice of any kind but general information only and should not be relied on as legal advice. Kensington Trust Group recommends seeking professional advice on legal or tax issues affecting you before relying on it. While Kensington Trust Group tries to ensure that the content of this document is accurate, adequate or complete, it does not represent or warrant, express or implied, its accuracy, correctness, completeness or use of any of the information. Kensington Trust Group does not assume legal liability for any loss suffered as a result of or in relation to the use of this document. To the extent permitted by law, Kensington Trust Group excludes any liability for negligence, for any loss, including indirect or consequential damages arising from or in relation to the use of this document.