The Seychelles – International Business Company

Seychelles Key Points

• Time – 2 days to incorporate your company
• Directors – only one director of any nationality, is necessary
• Shareholders – only one shareholder of any nationality, is required
• Share Capital – there are no minimum share capital requirements
• Accounts – no requirement to file accounts or financial statements with the Seychelles Registrar
• Tax – a Seychelles offshore company is exempt from all taxes
• Confidential – the names of directors and shareholders are not held on any public record in the Seychelles or disclosed to the Seychelles government
• Support – using our 20 years experience we guide you throughout every step of the company formation process

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, and is regulated by the International Business Companies Act. Statutory requirements are minimal, and flexible:

• Only one director and one shareholder required.
• Shareholders, directors need not be resident in the Seychelles.
• Directors and shareholders meetings need not be held in the Seychelles.
• No annual public disclosure of directors or shareholders is required.
• Shares may be registered and issued in any currency.
• No minimum capital requirement.
• The Memorandum and Articles of Association are the only documents to be held on the public record.
• No requirement for an audit.
• An IBC that conducts their businesses outside the Seychelles is allowed, provided their business is not banking, insurance, re-insurance or trust.

Law and Taxation

The principal corporate legislation governing IBCs is the International Business Companies Act (IBC Act) 1994.

IBCs are exempt from taxation on business activities or transactions carried on outside the Republic of Seychelles, the English common law imposes the duty for professionals to keep the affairs of their clients confidential.

Seychelles Investments

An IBC may hold shares and other securities in a domestic company in the Seychelles. It may also buy bonds or other securities issued by the Government of the Seychelles. An IBC may also own or manage a vessel or aircraft registered in the Seychelles under the Merchant Shipping Act, 1992.

Share Capital

There is no minimum share capital required and the share capital can be denominated in any currency. Shares may be issued with nominal or no par value. An IBC may amend its Memorandum & Articles of Association to increase or decrease its authorised capital. The Registrar must be informed of any increase or decrease in authorised capital within thirty days.

Public Records

The Registrar only maintains copies of the Memorandum and Articles of Association as well as copies of the certificate of incorporation and of good standing, changes of name, details of Registered Office and the Registered Agent.

The Registers of Directors and Copies of Registers of Shareholders must be kept at Registered Address of the company or at any other address in Seychelles. The Registrar only needs to know the address where such records are kept.

Accounting Records

The company shall keep accounting records:

• That are sufficient to show and correctly explain the IBC transactions
• Enable the financial position of the company to be determined with reasonable accuracy at any time
• To enable for accounts of the company to be prepared

Copies of the accounts are filed with the Registered Agent on record.

IBC Conditions

IBC status is granted subject to certain conditions:

• No business may be transacted with residents of the Seychelles.
• Ownership interest in real property in the Seychelles is not permitted, however a property may be leased for office use only.
• Banking or trust business may be carried on only if an appropriate license is issued.
• A licence is required to carry out insurance or re-insurance business.

Offshore status

IBCs are permitted to carry out various activities within the Seychelles without compromising their offshore status under the Act. These include:

• Professional contacts with lawyers and accountants.
• Preparation and maintenance of books and records.
• The holding of directors’ or shareholders’ meetings.
• Ownership of shares in other Seychelles companies.
• Ownership of Government or Central Bank securities.
• Ownership of a vessel registered in Seychelles.