Incorporating IBCs in Seychelles

With legislation that makes incorporation quite easy, while retaining investor confidence and privacy, the islands of Seychelles are easily one of the most progressive offshore locations in the world.

The international Business Companies Act of 1994 is the governing legislation for the formation of the versatile and most widely sought type of company in the Seychelles, through which legitimate international business, including trade, commerce and investment activities are conducted.

The legal system of the Seychelles is based on English Common Law and French Civil Law.

Incorporation

In the Seychelles, an International Business Company IBC can be incorporated within 24 hours for USD890, although the delivery of documentation make take 3 to 5 days. The investor has access to a wide range of company names are available. The name of the company could be in any language. However, if it is not in English or French, an official translation in either of the two languages is mandatory. The Memorandum of association will be filed at the Registry. This document may be either in English or French. The Articles of Association will be filed at the time of incorporation.

The applicant has to have a registered office in the Seychelles. The address of the registered office and the name of the subscriber for incorporation must be submitted to the Registry.

Company structure

With regard to capitalization, shares and the shareholders and director, a Seychellois company is flexible. There is no minimum or maximum capital requirement for a Seychellois company.

• Shares can be issued with or without Par Value
• Shares are issued in Registered form only, Bearer shares are no longer permitted
• IBCs do not require more than one director
• For the registration of Seychelles IBCs shareholders and directors may be of any nationality and residents of any country.
• One shareholder and one director are allowed. The same person can be the shareholder and director.
• The directors do not have to be shareholders
• Directors and shareholders may be natural persons or corporate entities
• Privacy

Only one shareholder and one director are required for incorporation of a Seychelles International Business Company (IBC) and their names can appear on the Public record.

There is also an annual fee which is the same at incorporation. The fees are fixed for the life of the company in spite of any changes which may occur in future regulations for new companies.

Shares

Shares of the Seychellois corporation may be issued in a variety of forms and classifications and may include:

• Par or No Par Value, voting or non-voting, Preferential or Common and Nominal
• Shares may be issued for money or for other valuable consideration.
• Shares may be issued before any payment is made. Shares can be issued in any currency.
• Shareholders, Directors and Officers

The minimum requirement of Seychellois corporations is one shareholder and one director who may be the same person. Shareholders and Directors may be of any nationality and reside in any country. Directors and shareholders may be either a natural person or a corporate entity.

By incorporating business offshore in the Seychelles, a foreign investor enjoys the following benefits:

• 100% foreign ownership
• 100% reparation of capital and profits
• No withholding tax on dividends
• No personal income tax and no other taxes connected with offshore IBC in Seychelles ownership, transfer etc
• Special incentives for investments in Export Oriented Unit (EOU) and Special Growth Area (SGA).

Taxation & fees

Seychelles International Business companies are exempt from all taxes on income derived outside of the Seychelles. Annual renewal fees (Government Fees, Registered Office fees, and if required Nominee Service fees) are paid every year on the anniversary of the Seychelles corporation formation and every anniversary thereafter. There is no requirement to prepare or file any accounts or financial statements. Nor is there any need for an auditor.

An International Business Company incorporated in the Republic of Seychelles should abstain from the following:

• Do business with residents of the Seychelles
• Own interest in real property in the Seychelles
• Carry on business in banking or trust and insurance or re-insurance business except if the appropriate license is granted.
• Provide company management or registered offices for other IBCs within the Seychelles.

Seychelles IBCs may:

• Have professional contract with local lawyers, accountants, investment advisors, etc,
• Hold meetings of shareholders, directors in the Seychelles
• Own shares in other Seychelles Companies under the IBC Act or the 1942 Companies Act
• Own government or central bank securities
• Own vessels which are registered in Seychelles
• Have its shares held by a resident of the Seychelles

The name of an IBC must end with a word or phrase or the abbreviation thereof which indicates limited liability. Examples are: "Ltd", "Limited", "Corp", "Corporation", S.A.", "Societe Anonyme".

International Business Companies within the Seychelles enjoy the following benefits:  

• Absolute confidentiality
• Rapid service  
• Total exoneration of tax (except the annual tax)
• Annual tax fixed for the life of the Company  
• No taxation of inheritance and no taxation of capital gains
• No enforced accountancy, no annual audit
• No obligatory meeting
• The Company become dissolute only if it stops payment of annual tax
• Banking details completely secret  
• No exchange control
• No publication of the names of the director or shareholders
• Bearer shares or Registered shares
• No local director
• The world's less expensive annual tax
• Easily accessible by air or by sea
• Permanent communication possible between the client and his agent with the new means of communication and with the different correspondents
• Possibility to communicate by coded mails
• Possibility to open a Bank account for your Company anywhere in the world  
• Possibility to propose a system of payment on line  

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