Professional offshore incorporations
and offshore banking services
The vast majority of companies formed in
the Seychelles for offshore purposes are incorporated under the
International Business Companies Act 1994 (see below). However this law
did not supersede the existing Companies Law 1972, which is based on
English law and is used to form various types of company used by
businesses trading in the Seychelles, and also for offshore businesses
which are not permitted to use the IBC form, such as banks, insurance
companies and mutual funds.
Companies formed under the Companies Act
1972 can be private companies limited by shares, by guarantee, or
hybrid; or they can be unlimited, but that is rare. Public companies can
also be formed under the Act. For all these types of company, Memorandum
and Articles of Association must be filed at the Companies Registry,
along with the registration fee.
Foreign companies can re-establish
themselves in the Seychelles by way of continuation without the
necessity for reciprocal arrangements in the original country of
incorporation. An IBC wishing to leave the Seychelles may do so.
In 2003, the government legislated for additional
types of company: Special Licence Companies, Protected Cell Companies
and Limited Partnerships.
In 2009, Foundations were added to the
Seychelles financial services offering.
International Business Company
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, but
can also be a Limited Life Company. The governing legislation is the
International Business Companies Act 1994. Statutory requirements are
minimal, and flexible:
- Only one director and one shareholder are
- Shareholders, directors and officers need not be
resident in the Seychelles and there is no stipulation as to their
- There is no minimum capital requirement; shares
may be either registered or bearer and may be issued in any currency;
- Accounts need not be kept; however, if they are
kept there is no requirement for an audit.
- No returns are needed of shareholders, directors
- 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:
- No business may be transacted with residents of
- No ownership interest in real property in the
Seychelles is permitted; property may be leased for office use only;
- Banking or trust business may be carried on only
if an appropriate license is issued;
- Likewise, a licence is required to carry on
insurance or re-insurance business;
- 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;
- professional contacts with lawyers, accountants
- preparation and maintenance of books and records;
- the holding of directors' or shareholders'
- ownership of shares in other Seychelles
companies, whether under the Act or the Companies Act 1972;
- ownership of Government or Central Bank
- 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 authorised share
capital. Normally, the incorporation process takes no more than one day;
however, for banks, trust companies and insurers the process is
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.
The annual renewal fees are also set at $100, but
are subject to a 7.5% tax. These fee levels are fixed for the life of
the company, whatever changes may be made for new companies.
Seychelles Special Licence Company
Special Licence Companies (CSL)
are formed under the
Companies (Special Licence) Act, 2003 (the Act). Unlike the IBC, a CSL
may carry on permitted business inside as well as outside of Seychelles.
The CSL entity is a Seychelles domestic company (under the Companies Act
1972), which is granted a special licence under the Act. A CSL has
substantial statutory tax advantages including access to the
Seychelles Double Tax Agreements, of which that with China is of
particular current interest.
Key features of the CSL are as follows:
- A CSL may carry on any business as permitted
under the Schedule to the Act - including as an international
holding company, a headquarters company, a franchise company, a
marketing company, a company holding intellectual property, an
investment company, etc.
- Bearer shares are not permitted;
- Nominee shares are permitted, but the name and
address of beneficial owner is required to be disclosed to the
Registrar of Companies. This information is not made publicly
available by the Registrar.
- Foreign shareholders are permitted;
- There is a minimum of 2 Directors, who may be
located outside of the Seychelles;
- A Seychelles-resident Company Secretary is
- Directors' or shareholders' meetings can be hekd
anywhere, including by telephone or video-link;
- An annual company return and audited accounts
must be filed;
- There is provision for "redomiciliation" - a
foreign or Seychelles IBC may be continued as a CSL - and an CSL may
redomicile to another jurisdiction.
Seychelles Limited Partnership
Limited Partnerships (LP) are
formed under the
Limited Partnership Act, 2003 (the Act). An LP has
substantial statutory tax advantages including the ability to receive
income from sources outside of the Seychelles and distribute such income
to foreign partners without incurring a Seychelles tax liability. A
Seychelles LP is highly-suitable for international joint venture
Key features of the LP are as follows:
- The LP is required to have one or more general
partners who are liable for the debts of the LP, and one or more
limited partners who are not so liable in most circumstances.
- At least one general partner must be a
Seychelles person (either a resident individual or an IBC or
domestic company or CSL or an LP);
- A Seychelles registered office is required;
- An LP shall not carry on business in Seychelles,
except to the extent necessary for the carrying on of the LP's
business outside of Seychelles;
- An annual certificate must be filed verifying
compliance by the LP with the provisions of the Act.
Seychelles Protected Cell Company
Protected Cell Companies (PCC) are
formed under the Protected Cell Companies Act, 2003 (the Act). A PCC is
a Seychelles domestic company that has the right to create one or more
identifiable cells so as to segregate and protect cellular assets as
permitted under the Act. While each cell created by a PCC is separately
identifiable and may have its own cellular assets, no cell will
constitute a legal entity separate from the company (ie. only the PCC is
a separate legal entity).
The Directors of a PCC have a duty to
keep cellular assets separate from non-cellular assets, and to keep the
assets attributable to each cell separate from the assets attributable
to other cells. Liabilities attributable to a particular cell of a PCC
cannot attach the assets of other cells.
As in other jurisdictions, the PCC has
particular use and appeal for captive insurance and collective
investment scheme applications. It is likely that approval will be
limited to these areas and for non-domestic business only.
The International Trusts Act 1994 established, for
the first time, a regime for international trusts in the Seychelles; it
does not provide for domestic trusts. The Act was drafted after a
thorough study of current practice in a number of leading offshore
jurisdictions. Under the Act, the Seychelles International Business
Authority (SIBA) is appointed as the regulatory body for trusts,
alongside the Court.
The following are some of the key features of the Seychelles Trust
- An international trust may be created in writing,
by will or by oral declaration; deemed trusts are admitted, as are
those resulting from a decision of the Court;
- Purpose trusts are permitted;
- The settlor must reside outside the Seychelles
for the duration of the trust; at least one trustee must reside in
the jurisdiction, but this trustee may be an IBC, which shall not
thus be deemed as resident; an IBC may therefore be a settlor;
- The trust property may not include any
Seychelles movable or immovable property.
- The names of settlors and beneficiaries are
confidential under the Act, unless a Court orders disclosure under
the Anti-money Laundering Act;
- The standard perpetuity period is 100 years; but
it does not apply to purpose trusts;
- The accumulation of income is permitted;
- Forced heirship judgements are specifically
An international trust is exempt from tax in the
Seychelles; a registration fee of $100 is payable to SIBA. Registration
of trusts must be carried out by one of the two licensed trustees
currently operating in the Seychelles.
The Seychelles’ Foundations Act 2009 was enacted in
late December 2009 and provides for a new addition to Seychelles’
financial services product portfolio – Seychelles foundations. Key
features and benefits under the Act are as follows:
- A Seychelles foundation is established by a
charter made in writing and signed by one or more founders and on
the issuance of a certificate of registration by the Registrar (the
Seychelles International Business Authority) upon registration of
the foundation under the Act. On registration, a foundation is a
separate legal entity.
- A fee of US$200 is payable to the Registry (Seychelles
International Business Authority) on establishment of a Seychelles
foundation. An annual renewal fee of US$200 is payable annually
thereafter to the Registry (due on the day before the foundation’s
initial registration anniversary date).
- The assets of a foundation shall be of a value
of not less than US$1 or the equivalent in any other currency. The
initial assets may be endowed after registration of a foundation.
- Unlike in other foundation jurisdictions, it is
not mandatory to state in the charter, or to otherwise file at the
Registry, the names of the councillors of a Seychelles foundation.
- While the charter of a foundation is required to
be filed at the Registry, there is no requirement to file a
foundation’s regulations. While a foundation must have a charter, it
may adopt regulations. A foundation will commonly adopt regulations,
to ensure that matters pertaining to foundation beneficiaries and
distribution entitlements remain non-public.
- The objects of a Seychelles foundation may be
charitable, non-charitable or both, and may be to benefit a
beneficiary or beneficiaries, or to carry out a specified purpose,
or to do both.
- A foundation’s Council manages the foundation
and is responsible for the administration and distribution of the
foundation’s assets and the carrying out the foundation’s objects. A
Seychelles foundation must have a minimum of 1 councillor, who may
be a natural person or corporate entity.
- A foundation is exempt from Seychelles Business
Tax on its income and is exempt from Seychelles withholding tax,
social security contributions and stamp duty (except in relation to
any permitted lease of Seychelles real estate for own office use).
- A foundation may own assets worldwide. However,
the assets of a foundation may not include any Seychelles real
estate or other Seychelles property (subject to various exceptions
under the Act, including shares in Seychelles IBCs or CSLs,
interests under a Seychelles trust, Seychelles limited partnership
or another Seychelles foundation, or a Seychelles bank account, etc).
- A foundation’s founder may be a
natural person or a corporate entity, and a founder may be a
foundation beneficiary but not the sole beneficiary. Nominee
founders are permissible A founder may reserve, in the foundation
charter or regulations, to the founder or for other persons, various
rights – such as the right to approve investment activities of the
foundation, the right to appoint or remove councillors, protectors
- The appointment of a protector (otherwise
known as a guardian) is optional. A protector may be a natural or
- Seychelles foundation assets are
the property of the foundation only, that is, neither the founder
nor the beneficiaries have any ownership interest in foundation
- While a Seychelles foundation is
required to keep proper books of account and records as its council
considers necessary in order to reflect the financial position of
the foundation, it is not subject to a mandatory annual audit
requirement or to any requirement to file financial accounts or
annual return in Seychelles.
- The Act provides for continuation
of foreign foundations in Seychelles and for continuation of
Seychelles foundations overseas. The Act also provides for two or
more existing foundations to consolidate into a new foundation and
for an existing foundation to merge into another existing foundation.
The Act provides for strong foundation
asset protection, including as follows:
- Provisions protecting
dispositions to a Seychelles foundation from challenge from
creditors of the founder; and a 2 year statute of limitations for
creditors’ claims coupled with a high onus of proof (beyond
reasonable doubt, rather than on the balance of probabilities);
- Specific exclusion of foreign
- Provision may be made for the
foundation to retain title to assets conditionally distributed to
- Beneficiaries’ rights to
information may be restricted;
- Provision may be made to
disentitle a beneficiary who challenges asset transfers to or
distributions by a foundation.