Seychelles IBCs (International Business Companies) have increased dramatically in profile and popularity over the last 3 years, with substantially increased company registrations. Attractive Seychelles IBC benefits:

• Excellent Value for money: low annual Government license fee of US$ 100 if authorised capital is US$ 100,000 or less (compare $350 in BVI and Bahamas)
• Classic IBC features: Seychelles IBCs are heavily modelled on BVI laws
• Fast and efficient processing & turnaround - same day incorporations
• Subject to nil taxation in Seychelles on foreign income
• Privacy & asset protection: including no requirement for disclosure of beneficial owner's details to the Seychelles Government; and no public register of shareholders or directors
• Ease of administration: no requirement to file financial accounts or annual return in Seychelles
• Registered or Bearer shares permitted
• Less "red-tape" than with many other offshore company jurisdictions
• Name availability & prompt name approvals
• Acceptability to international bank - Seychelles is not on any OECD or FATF blacklists
• Seychelles is a stable and independent Country, not a Territory of a European state. This, for example, has led to increased interest by EU residents because of the effect of the EU Savings Tax Directive on British overseas territories, such as Caymans, Channel Islands and BVI

SEYCHELLES IBC

Seychelles IBCs are companies incorporated under the International Business Companies Act, 1994. Seychelles IBCs are for use outside of Seychelles and may not carry on business in Seychelles (subject to a number of statutory exceptions, such as opening a bank account and keeping records). Seychelles IBCs are commonly used for:

• the holding / ownership of investments and assets, such as real estate or shares or other property
• commercial transactions and international trading operations
• asset protection vehicles
• consultancy and personal service companies

FEATURES OF SEYCHELLES IBCs

Fiscal advantages

• Seychelles taxation on foreign income: No
• Seychelles stamp duty on transfer of IBC shares: No
• Minimum annual Seychelles Government License fee: US$ 100
• Note: The annual Government license fee of US$ 100 applies if authorised capital is US$ 100,000 or less. Therefore as "standard" IBCs are formed with an authorised share capital of $ 100,000 (the license fee is $1000 if authorised capital exceeds $100,000)

• Minimum number of directors: 1
• Corporate directors permissible: Yes
• Local director requirement: No The shareholders, directors, officers may be of any nationality and may be residents of any country
• Publicly accessible records of directors: No (ie. Directors details are not required to be filed at any Government office in Seychelles)
• Location of directors and shareholders meetings: Anywhere
• Directors may attend meetings via telephonic or other electronic means
• We are frequently requested to provide nominee directors. For such purpose, we have companies available to serve as directors provided we have acceptable references from the relevant parties. The nominee directors fees are quoted in our fee schedule.
• The directors may grant a special or general power of attorney to any person (“the Agent”), whether connected or not with the company. Our standard form of general power of attorney allows the Agent to carry out all management activities, including opening bank accounts and entering into any type of contract (see Power of Attorney sample). The cost if issuing a general power of attorney is in our fee schedule.

• Minimum number of shareholders: 1
• Corporate shareholders permissible: Yes
• Local shareholder requirement: No
• Location of shareholders meetings: Anywhere
• Shareholders may attend meetings via telephonic or other electronic means
• Publicly accessible records of shareholders: No (ie. Shareholders details are not required to be filed at any Government office in Seychelles)

• Publicly accessible records of beneficial owners: No (ie. beneficial owners details are not required to be filed at any Government office in Seychelles)
• Shares may be held by a nominee on behalf of beneficial owner client

• Appointment of Company Secretary requirement: optional

• Standard Authorised Share Capital: Normally US$5,000, this being the maximum for the minimum annual Government license fee (US$100)
• Standard Minimum Paid up Capital: US$1
• Standard currency: USD
• Permitted currencies: Any
• Registered shares or Bearer shares permitted
• Bearer shares do not need to be paid up for issuance thereof

• Requirement to file annual Accounts: No
• Audit requirement: No
• Publicly accessible Accounts: No
• Requirement to file annual company return: No

• It frequently happens that a client requires, for reasons of expediency or otherwise, an already existing company. In order to be able to respond to such needs, we always have a number of already existing companies for sale. The companies have never trade or engaged in any transaction whatsoever. Their prices vary depending on whether legalisation required, the age of the company, etc.

• A Seychelles IBC must have a registered office and licensed Registered Agent in Seychelles; all documents relating to an IBC must be filed by the Registered Agent.
• Companies may own vessels under the Merchant Shipping Act,1992
• Apostille available under Hague Convention, should documentation need to be legalised
• A Seychelles IBC has the same powers as a natural person, including the right to sue and be sued. It is a separate legal entity with limited liability and has perpetual existence.
• Continuation / migration of IBCs to or from Seychelles: Yes
• The subscriber to the Memo & Arts is NOT required to be a shareholder or director. The sole power of a subscriber is merely to appoint the first Director/s.
• Full exemption from taxation on any business activity or transaction carried on outside the Republic of Seychelles
• Seychelles double taxation treaty access: No
• Confidentiality: High, no public register of directors or shareholders or beneficial owners / clients; and use of nominees permitted
• IBC Name - Mandatory suffix to denote limited liability: including "Limited", "LTD.", "Corporation", "Corp.", "Incorporated", "Inc.", "Société Anonyme", "S.A.", "Namloze Vennootschap", "Berhad" or their abbreviations. The full list of approved suffixes is available (part 3 Schedule to the IBC Act 1994).
• IBC Name restrictions: it is prohibited for an IBC name to contain words such as "Assurance", "Bank", "Trust", "Building Society", "Cooperative", "Chamber of Commerce", "Chartered", "Insurance", "Imperial", "Municipal" or "Foundation" or which suggests the patronage of any Government. It is prohibited to use a name already in use or any names deemed by the Registrar to be indecent, offensive or misleading. The following words are prohibited as IBC names unless evidence of the appropriate license or permission is provided: "Casino", "Fund", "Securities" and "University".
• Trading restrictions: cannot carry on business in Seychelles (though statutory exceptions include maintaining records and a bank account in Seychelles, holding company meetings, and engaging local advisors, etc). An IBC is prohibited from carrying on the business of banking, insurance or reinsurance, and cannot provide registered office facilities in Seychelles for other companies. A Seychelles IBC cannot own Seychelles real estate.
• Language of IBC name: while normally in English, an IBC name can also be registered in any language; this requires a translator's certificate (English or French translation and transliteration). It is also possible to have bilingual Memo & Arts documentation in English or French and any other language.
• Memorandum and Articles of Association Unless there is a particular reason for requesting that an additional or special clause be interested or a particular clause deleted, or that any other amendment be made, it is suggested that our existing standard Memorandum of Association and Articles of Association be used.
• Memo & Arts Amendments - when an IBC amends either its Memorandum or Articles of Association, it is required to file a certified copy extract of the amendment resolution within 30 days of passing the resolution. Such an amendment takes effect as from the date of filing the extract of the resolution with the Registry.
• An exception to this 30 day time-frame is an extract of a resolution changing the registered agent and registered office must be filed within 7 days of the passing of the resolution.
• An IBC that increases or decreases its authorized share capital shall inform the Registry in writing within 30 days of the applicable resolution (and, to the extent that an amendment of either its Memorandum or Articles of Association occurs, the company is required to file a certified copy extract of the amendment resolution within 30 days of passing the resolution).
• An IBC shall keep a Register of Shares and Members. A copy of the Register shall be kept at the Registered Office of the company, or such other place as the Directors may determine.
• An IBC shall keep such accounts and records as the Directors consider necessary or desirable in order to reflect the financial position of the company
• An IBC shall also keep: (i) minutes of all meetings of the Directors, Shareholders and any Committees; (ii) copies of all resolutions consented to by the Directors, Shareholders and any Committees; and (iii) a Register of the Directors and Officers. Such documents and records shall be kept at the Registered Office of the company, or such other place as the Directors may determine.

The annual license renewal fee for Seychelles IBCs is

• US$100.00 if its authorized capital does not exceed US$ 100,000.00
• US$1000.00 if authorized capital does not exceed US$100,000.00 and its shares have a par value

• If the company does not renew its license on the due date (e.g. by the day before the anniversary date), on the anniversary date the license fee increases by 10%. Therefore a company with a standard US$100,000 share capital will pay US$110 license fee instead of US$100. The company then has a period of 90 days to pay the increased amount of US$110.
• However, if the fee is not paid within 90 days of the due date, the license fee increases by 50%, making a company license fee US$150.