Formation of an International Business Company (IBC) in Seychelles
An International Business Company in Seychelles is an ideal solution for a confidential and fully tax-exempted international business. There are no requirements to file annual returns, no taxes or stamp duties, no US or IRS interference, and no public records.
A Seychelles IBC is commonly used for international trading operations, investment and holding purposes, the leasing of vehicles or aircraft, and marketing and financial activities.
FACTS & INFO
In December 1994, Seychelles enacted legislation enabling the registration of International Business Companies (IBCs), International Trusts and the licensing of International (free) Trade Zone Companies. IBCs 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 (they can also be unlimited, but this type is rarely used). Public companies can also be formed under the act.
Foreign companies can reestablish themselves in Seychelles by way of continuation without the necessity for reciprocal arrangements in their original country of incorporation. An IBC wishing to leave 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 IBC is the most widely-used vehicle for offshore operations in Seychelles; it normally takes the form of a private company limited by shares, but can also be a limited life company.
An IBC 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, either, or sell its shares to the public.
Company 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 require licensing to be used and/or are 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 Seychelles International Business Authority (SIBA). The memorandum and articles of association must be logged with the SIBA along with relevant fees. A memorandum specifies the activities in which the company may engage, and the 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 corporate body. Details of company shareholders are not part of the public record.
There is no specific minimum capital requirement. The standard authorised 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.
DIRECTORS AND COMPANY SECRETARY
The minimum number of directors is one, who may be a physical person or a corporate body. A director may be of any nationality and need not be resident in Seychelles. Details of the company directors are not part of the public record.
A Seychelles IBC need not appoint a company secretary, although it is customary to do so. The secretary may be a natural person or corporate body, of any nationality and need not be resident in Seychelles.
A registered office must be maintained in Seychelles at the office of a licensed registered agent.
The directors and the shareholders' meetings need not be held in Seychelles and there is also no requirement for an AGM. All meetings may be held outside of Seychelles, by telephone or other electronic means. Alternatively, directors and shareholders may vote by proxy.
It normally takes 1 business day to incorporate and register an IBC in the Seychelles.
RECURRING MAINTENANCE FEES
As from the second year, there are recurring maintenance fees of $750. These include:
- Provision of registered address
- Provision of registered agent
- Payment of annual government fee
A Seychelles IBC, by definition of the law, is not subject to any tax or duty on income or profits. It is also exempt from stamp duties on transfer of property and any exchange controls.
AUDIT AND ACCOUNTING
Whilst there is no requirement to file audited financial statements or annual returns with local authorities, a Seychelles IBC is required to keep financial records that reflect the financial position of the company.
As per the International Business Companies Act, amended in 2012, all IBCs are required to maintain their accounting records. Unless such records are kept at the registered office of the company, the director must notify the registered agent in writing of the place in which account records shall be kept (it may be in or outside Seychelles). Accounting records shall be maintained for a period of 7 years (from the completion of the transactions).
“Accounting records” is defined as “documents relating to assets and liabilities of the company including receipts and expenditure, sales and purchases, bank statements and other documents relating to transactions”.
Our Services and Requirements
OUR SERVICES INCLUDE:
- Name check and approval
- Filling of the incorporation documents with the SIBA
- A standard set of original corporate documents
- Payment of the government fee
- Provision of registered agent and registered address for one year
- Rubber stamp
Please note: If applying for a corporate bank account you will need to order a full set of apostilled company documents when the account is opened outside of Seychelles.
Please provide the following documents for all directors, shareholders, beneficial owners, and authorised signatories:
- Apostilled copy of valid passport.
- Original or Certified copy of utility bill / bank statement (as verification of residential address, dated within three months).
- Original or certified copy of Banker’s reference letter (dated within three months).
- In cases where shareholders and/or directors are corporate bodies, full apostilled set of corporate documents and certificate of good standing (for companies registered more than one year).
IMPORTANT NOTE: LICENSABLE BUSINESS ACTIVITIES
If you conduct any activity without the required license or authorisation granted by a relevant authority in any jurisdiction, Starting Business will not be able to assist you with the company formation or bank account opening related to such unlicensed activity.
Licensable activities include, but are not limited to: provision of financial services involving trading/brokerage in foreign exchange, financial and commodity-based derivative instruments and other securities; offering investment advice to public; insurance and banking; operation and administration of collective investment schemes and mutual funds; payment processing services; money exchange, money transmission or money brokering; asset management; safe custody services; gaming, gambling and lotteries.
Please contact us if you need assistance in the licensing of your financial, Forex brokerage or gambling company.
Shipping of corporate documents or banking kits to your destination requires an extra charge and will be automatically added to your order during checkout. Shipping costs for international courier services are set automatically depending on geographic zones.