Seychelles Types of Company
Most of the companies incorporated in the Seychelles for offshore purposes are formed under the International Business Companies Act 1994. However this law did not replace the existing Companies Law 1972, which is based on English law. The Companies Law 1972 is used by other types of company, and also for offshore businesses which cannot use the Seychelles IBC form, such as insurance companies, banks, and mutual funds.
The Companies Act 1972 allows the companies to be incorporated as private companies limited by shares, by guarantee, or hybrid; or they can be unlimited, which is less frequent. There can also be Public companies formed under the Act. No matter what type of company it is, Memorandum and Articles of Association must be filed at the Companies Registry and the registration fees must be paid.
It is also possible for foreign companies to re-establish themselves in the Seychelles. This process is called a continuation.
Seychelles International Business Company
The most common vehicle for offshore operations in the Seychelles is the International Business Company also called the Seychelles offshore company. Most of the time, it will take the form of a private company limited by shares and will be legislated by the International Business Companies Act 1994. The main characteristics of the Seychelles offshore company are the followings:
• The company can be formed with only one director and one shareholder.
• It is not mandatory for the shareholders, directors and officers to be resident in the Seychelles and there is no restriction with regards to their nationality;
• There is no minimum capital requirement; shares may be either registered or bearer and may be issued in any currency;
• There is no accounting requirements;
• Shareholders and directors meetings need not be held in the Seychelles and can be held by telephone;
• The only documents to be held on the public record are the Memorandum and Articles of Association.
Seychelles IBC status is subject to certain conditions:
• It is not possible to have any business activity or to transact any kind of business with residents of the Seychelles;
• A Seychelles IBC cannot have ownership interest in real property in the Seychelles; the only way that a property may be leased is for office use;
• An appropriate license is required in order to be carry on Banking or trust business, insurance or re-insurance business;
Seychelles IBC’s are allowed to have activities within the Seychelles without compromising the offshore status under the Act;
• A Seychelles offshore company can have professional contacts with lawyers and accountants;
• A Seychelles offshore company can prepare and maintain books and records;
• A Seychelles offshore company has the right to own shares in other Seychelles companies, whether under the Act or the Companies Act 1972;
• A Seychelles offshore company has the right to own a vessel registered in Seychelles.
In order to be able to incorporate a Seychelles offshore company, it is mandatory to use a registered agent in the Seychelles. The incorporation fees of an IBC will depend on the company's authorized share capital. Normally, the incorporation of a Seychelles IBC takes no more than one day; however, for banks, trust companies and insurers the process takes longer than that.
The governmental fees for the incorporation of a Seychelles offshore company are $100 as long as the capital would not exceed $100,000 and $1,000 for capital over $100,000. However, since October 2007 the law changed and the Seychelles government chose not to increase any longer the licensing fees for share capital above $100,000. The Seychelles company annual renewal fees are also set at $100. These fee levels are guaranteed for the life of the company even if the fees were to change for new Seychelles IBC’s.
Seychelles Special License Company
Special License Companies (CSL) are legislated by the Companies (Special License) Act, 2003 (the Act). Unlike the IBC, a CSL is free to carry on a business activity inside and outside of Seychelles. The CSL entity is a Seychelles domestic company, which is has a special license under the Act. A CSL has significant legal tax advantages including access to the Seychelles Double Tax Agreements.
Seychelles Limited Partnership
Limited Partnerships (LP) are legislated bye the Limited Partnership Act, 2003 (the Act). An LP has significant legal tax advantages including the facility of receiving incomes from outside of the Seychelles and distributes such income to foreign partners without being liable of any tax in Seychelles. A Seychelles LP is especially useful for international joint venture actions.
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