Offshore company registration in Seychelles
Seychelles IBC’(International Business Company) are companies incorporated under the International Business Companies Act 1994 licensed to do business worldwide except Seychelles.
|Type of company||IBC Detail|
|Time frame for the registration||15 days (+ delivery)|
|Name of the company||Detail|
|Double taxation treaty access||Yes Detail|
|Company seal||Not required|
|Shareholders and Directors|
|Nominee service (Nominee Director and Nominee Shareholder)||Detail|
|Disclosure of the shareholders and directors to the Registrar||Not required|
|Disclosure of the shareholders and directors to the Registered Agent||Yes|
|Secretary of the company|
|Filing of the annual report||No|
Statutory requirements are minimal, and flexible:
1.) Only one director and one shareholder are required;
2.) Shareholders, directors and officers need not be resident in the Seychelles and there is no stipulation as to their nationality;
3.) There is no minimum capital requirement; shares may be either registered or bearer and may be issued in any currency;
4.) All IBC’s are required to maintain the accounting records and such accounting records shall be maintained at the registered office unless the director files with the registered agent in writing of the physical of another place he deems fit for maintaining the account which may be in Seychelles or outside Seychelles. Such accounting records shall be maintained for a period of 7 years (from the completion of the transactions)
5.) No returns are needed of shareholders, directors or officers;
6.) Shareholders and directors meetings need not be held in the Seychelles and can be held by telephone; The Memorandum and Articles of Association are the only documents to be held on the public record.
IBC status is granted subject to certain conditions:
1.) No business may be transacted with residents of the Seychelles.
2.) No ownership interest in real property in the Seychelles is permitted; property may be leased for office use only.
3.) Banking or trust business may be carried on only if an appropriate license is issued.
4.) Likewise, a licence is required to carry on insurance or re-insurance business.
5.) Engaging in the business of company management or providing registered facilities for Seychelles- incorporated companies is not permitted.
IBCs are permitted various activities within the Seychelles without compromising their offshore status under the Act. These include:
1.) Professional contacts with lawyers, accountants etc.
2.)All IBC’s are required to maintain the accounting records and such accounting records shall be maintained at the registered office unless the director files with the registered agent in writing of the physical of another place he deems fit for maintaining the account which may be in Seychelles or outside Seychelles. Such accounting records shall be maintained for a period of 7 years (from the completion of the transactions).
3.) The holding of directors’ or shareholders’ meetings.
4.) Ownership of shares in other Seychelles companies, whether under the Act or the Companies Act 1972.
5.) Ownership of Government or Central Bank securities.
6.) Ownership of a vessel registered in Seychelles.
It is usual to use a registered agent in the Seychelles to incorporate an IBC (eventually it is obligatory to appoint one anyway). Fees for incorporation of an IBC are based on the company’s authorized share capital. Normally, the incorporation process takes no more than one day; however, for banks, trust companies and insurers the process is lengthier (see Offshore Business Sectors).
Statutory incorporation fees used to be $100 for capital up to $100,000, and $1,000 for capital over $100,000. However, there is no longer any increase in licensing fees for share capital above $100,000. Share capital is unlimited.
In order to start an IBC opening procedure in Seychelles the following documents are required:
1.) Passport scan
2.) Utillity bill (not older than 3 months)
3.) The Company name (2-3 names of your choice)
4.) Your payment to the company account of Euro Commerce LLC
In order to open a bank account in Seychelles listed documents are required:
1.) Passport scan
2.) Utility bill
3.) Bank statements (Reference letter)
PROFESSIONAL FEES FOR SEYCHELLES IBCs
These are the professional fees applicable to all Seychelles IBC formation orders.
– Preparation and filing of all necessary paperwork to = EUR 720
– Register the company – Provision of initial subscriber obtaining of the original Certificate of Incorporation.
– The documents will include Certificate of Incorporation,
– Memorandum of Association, Articles of Association, resolution for appointment of Director and allocation of shares, Share Certificate(s), Transfer Forms.
– Official fees – Registration fee payable to the Seychelles Government =
– Provision of the Registered Address and Agent in Seychelles = FREE
– To comply with the minimum local presence rules = FREE
– During the first year only.
– Preparation of First Resolution (Complimentary) = FREE
– Issuance of Share Certificates – First Five (Complimentary) = FREE
– Courier fees = EUR 100
– Set of Primary documents – Notarial certification & Apostille legalization =EUR 150
TOTAL EUR 1050
– Provision of the Registered Address and Agent in Seychelles to comply with
the minimum local presence rules: 2nd and consecutive years = EUR 300
– Official fees – Registration fee payable to the Seychelles Government =
TOTAL EUR 380
|Type of service||Fees (EUR)|
|Provision of a Nominee Shareholder (corporate)||120|
|Provision of a Nominee Shareholder (private person)||300|
|Provision of a Nominee Director (corporate)||175|
|Provision of a Nominee Director (private person)||300|
|Provision of an account signatory service by Nominee||350|
|Provision of a Nominee Service for non-Seychelles company (corporate)||525|
|Provision of a Nominee Service for non-Seychelles company (private)||600|
|Obtaining one Notarial certification on a document or a set of certified copies||75|
|Obtaining Apostille legalization on a Notarized document or on a public document||75|
|Obtaining extract of document from Registrar of Companies||75|
|Bearer Shares (complimentary)||FREE|
|Power of Attorney (complimentary)||FREE|
|Obtaining Certificate of Good Standing from Registrar of Companies||120|
|Issue of a Certificate of Good Standing by the Registered Agent||80|
|Re-domiciliation of a foreign company in Seychelles. Includes preparation of similar basic documents as described under “Company registration”.||400|
|Amendment of Memorandum and Articles of Association||150|
|Signature by Nominee of a specific additional documentation outside the scope of the regular incorporation work||20|
|Change of Agent (issue of the new Memorandum and Articles of Association; change of registered address; licence fee to the authority for the year||350|
|Change of name (including Certificate of change of name)||250|
|Issuance of Memorandum and Articles (to reflect change of name OR increase in share capital)||120|
|Stamping of documents by the Authority||30|
|Miscellaneous non-standard work in relation to company management to be carried out by a qualified member of staff as and when specifically requested by client (perusal,preparation, modification and issue of legal and commercial documents…)||90/h|
|Dissolution of company||1200|
|Restoration – restoring an IBC which is not in Good Standing
1.) Restoring an IBC which has failed to pay it’s licence fee under three (3) months
2.) Restoring an IBC which has failed to pay it’s licence fee more than three (3) months
|Telephone service (include: pre-payment fee 300EUR for calls forwarding+75 EUR set-up fee+360EUR renting per year)||735|
International Business Corporation (IBC):
An international business company or international business corporation (IBC) is an offshore company formed under the laws of some jurisdictions as a tax-free company which is not permitted to engage in business within the jurisdiction it is incorporated in. IBCs are offshore companies that are most commonly used for offshore banking, to conduct international trade, investment activities, to offer professional services and for asset protection. IBCs are commonly used for the ownership of real property and land; for ownership of intellectual property, licensing and franchising; personal service by individuals working overseas and offshore e-business. An IBC’s assets are extremely private. IBC ownership records are not available in any public record. There are countries with IBC laws that take privacy very seriously.
The name of the company – may be in any language; however an official translation into English or French is required if in anything but those two.
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.
Shareholder and Director – could be both private persone or legal entity. Shareholders, directors and officers need not be resident in the Seychelles and there is no stipulation as to their nationality; Nominee service is allowed. Only one director and one shareholder are required;
Seychelles Double Taxation Treaty Access
According to the Seychelles Investment Bureau, the Seychelles has Double Tax Agreements in force with the following countries: Barbados, Botswana, China, Cyprus, Indonesia, Malaysia, Mauritius, Oman, South Africa, Thailand, the United Arab Emirates, and Vietnam.
Double Tax Agreements with the following countries have been signed but are not in force: Belgium, Qatar and Zimbabwe.
|No||Country||Tax Sparing Clause||Dividends (Max. Rate)||Interests (Max. Rate)||Royalties (Max. Rate)||Permanent Establishment Min Duration Activity (months)||Capital Gains|