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Seychelles IBC

Seychelles

Seychelles IBC

Seychelles is an independent republic within the British Commonwealth, consisting of an archipelago of some 115 islands, scattered across the western Indian Ocean northeast of the island of Madagascar.

The official languages are English, French, and Creole (a patois based on French).

There is an estimated population of around 97,000.

Tourism, agriculture, and fishing are the principal sectors of the economy.

The rapidly expanding financial sector, linked to the establishment of the Seychelles International Business Authority and a suite of progressive laws facilitating the establishment of offshore structures and encouraging inward investment, is now a significant element of the economy. 

International Business Companies (IBCs) are the most prevalent and versatile type of offshore entities available in Seychelles and are widely used in international business.

Highlights of Seychelles IBC ´s

Status, creation, and business of Seychelles IBCs are governed by the current version of the International Business Companies Act, 2016 (as amended).

IBCs are often used for international trade and investments.

IBCs that set up in Seychelles receive favorable treatment, being exempt on tax profits. 

The license fee is fixed for life and IBCs can be incorporated in any language (accompanied by an English or French Translation). 

Incorporation is normally carried out on the same day.

IBCs operating in the Free Trade Zone are allowed to own an interest in the property within the Zone and are subject to zero tax. 

Shelf companies are available.

An IBC cannot trade within the Seychelles or own real estate there.

They 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 Seychelles or offer its shares to the general public.

Confidentiality

Details of the beneficial owners, directors and shareholders are not part of public record. Said information is not visible to general public and is not available to unauthorized access.

Corporate Requirements – Seychelles IBC

Name: A name which is identical or similar to a company already incorporated or anything that implies patronage to 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 is disallowed. 

The name can be in any language but must be accompanied by a translation.

The document must either be in English or French.  If any other language is used it must be accompanied by a translation in either English or French.

Companies can be incorporated as fast as 24 hours, once the documents have been submitted at the Registry.

Corporate documents can be received within 3 to 7 days from the date of incorporation, depending on the client´s location.

However, for OMC we forward the documents to the respective sales office and some sales office has weekly courier.

Thus, this part is more appropriate to the sales offices side.   

Subscribers: A sole subscriber may be the proposed registered agent, who shall not be required to become a member; if other persons subscribe the memorandum and articles of association, they shall become members of the IBC.

Capital / Shares: A Seychelles IBC may be incorporated with any amount of share capital.

The minimum share capital is one.

However, if you inform us to incorporate an IBC with the standard authorized share capital, we will use 100,000 of USD 1 each= US$100,000.

The authorized share capital may be expressed in any currency.

The minimum share capital is either one share of no-par value or one share of par value.

Bearer shares are not permitted; only shares in registered form.

Registered Office / Agent: The registered office must be maintained in the Seychelles at the office of a licensed management company.

Directors / Officers: The minimum number of directors is one who may be natural persons or corporate.

They may be of any nationality and need not be resident in the Seychelles. 

A Seychelles IBC need not appoint a company secretary.

The secretary may be a natural person or corporate, of any nationality and not necessarily resident in Seychelles.

It is not a legal requirement to appoint a company secretary.

An accurate and up-to-date register of directors must be filed with the Registrar; the information of the register of directors is not public.

IBCs must file the register of directors before the Registrar, 30 days from the date of appointment of its first directors, 30 days from the date of its continuation to Seychelles legislation or conversion into an IBC, or from the date the register of the director is amended at the registered office.

It is important that supporting documents be sent to the registered office promptly.

Shareholders: The minimum number of shareholders is one who can be of any nationality. 

Shareholders may be either a natural person or a corporate entity. 

The registered agent must maintain an updated register of shareholders in Seychelles.

Register of Beneficial Owners: The register of beneficial owners must be kept at the principal place of business of the registered agent.

With the introduction of the Beneficial Ownership Act, 2020, the information recorded in the register of beneficial owners must be uploaded to the Beneficial Owner Database maintained by Seychelles Financial Intelligence Unit (FIU).

Every beneficial owner must submit a declaration of beneficial ownership to the entity, within 14 days from the date of becoming beneficial owner.

The entity shall furnish the registered agent with a copy and cause the register of beneficial owners to be updated on the basis of the declaration.

The minimum threshold for identification of beneficial owner is 10% or more of beneficial interest or controlling ownership interest.

The information to be input in the FIU Database is that declared by the beneficial owner through the Declaration of Beneficial Ownership.

Although the information recorded in the register of beneficial owners is retained by the FIU, it remains private through a secure centralized, not public database, accessible only by authorized Governmental bodies in Seychelles.

Meetings of Shareholders and Directors: Seychelles IBCs do not need to hold Annual General Meetings of its shareholders, if such a meeting is decided on, it may be held anywhere in the world and by any means including by telephone or other electronic forms.

When a meeting of the shareholders and directors is held, a proxy may represent a shareholder or director and speak or vote on his behalf.

Address for Location of Minutes and Resolution: Note that this is similar requirement to the address for location of accounting records.

A company shall keep its minutes and resolutions at such place inside or outside of Seychelles as the directors shall determine.

Where a company does not keep its minutes and resolutions at its registered office, it shall notify in writing its registered agent, the location where its minutes and resolutions are being kept and, if the address changes, the company must inform the registered agent in writing 14 days of the change.

Books, Records and Seal: There is no requirement to file financial statements although the company must keep financial records.

There is no requirement to have an auditor.

IBCs shall keep reliable accounting records that show and explain IBCs’ transactions, enable their financial position, and allow for accounts to be prepared. 

In case of contravention, IBCs are liable to penalty fees of US$100 and additional penalty fees of US$25 for each day said contravention continues, as well as directors who knowingly permit said contravention.

The accounting records shall be kept at their registered office or at the place the directors deem fit.

If the accounting records are not kept in the registered office, the IBC shall inform the registered agent in writing, the physical address where the accounting records are being kept, as well as the name of the person who keeps those records in custody.

If the physical address changes, IBCs shall inform their registered agent of the new location within 14 days of the change.

IBCs that fail to comply with this requirement are liable to a fine not exceeding US$2,500.

Company records must be kept for at least 7 years from the date of completion of the transaction or document.

Annual Return Declaration Deadline: Note that the deadline for filing the annual return declaration is the 31st of December of each year.

It is not required for an IBC to provide an annual return declaration in the year of incorporation.

The annual return declaration must be provided annually to the registered agent, from the year after the IBC was incorporated.

Taxation & Fees – Seychelles IBC

Seychelles has a territorial tax system.

We do not exempt foreign-sourced income from tax but simply do not subject what is earned outside of Seychelles to tax.

License fees are payable on the anniversary of incorporation as follows:

The Government Renewal Fee is of USD150.50 irrespective of the share capital. Penalties on default are the following:

10% of USD 100, if the annual license fee is paid from 1 to 90 days after the company’s anniversary date.

50% of USD 100, if annual license fee is paid 91 or more days after company’s anniversary date.

Country-by-Country Reporting: Multinationals with consolidated group revenue of EUR 750 million or more that have an ultimate parent entity resident in Seychelles were required to file with the Seychelles revenue authorities a report within 12 months after its tax year ending December 2019 and every 12 months after that.

*Disclaimer
Information contained in this publication does not constitute any kind of advice on any particular matters and should not be considered as such. 
OMC Group accepts no responsibility for clients’ decisions.

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