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Offshore Company Formation Formalities
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The International Business Company
usually takes the form of a private company limited by shares and as
with most jurisdictions the Seychelles IBC is granted subject to
certain stipulations:
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- The IBC must refrain from business
activities with residents of the Seychelles;
- The IBC must not hold any interest
in Seychelles real property but property may be leased for office
use only;
- Insurance, re-insurance, Banking
or Trust business is permitted only if an appropriate licence is
issued;
- An IBC is strictly prohibited from
undertaking the business of company management or providing
registered facilities for Seychelles-incorporated companies.
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There are minimal IBC company formation requirements:
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- The minimum number of directors
and one shareholders required are one; a director may be a natural
person or a body corporate;
- There is no requirement to appoint
a Company Secretary but it is the practice to do so, Shareholders,
directors and officers need not be resident in the Seychelles and
there is no stipulation as to their nationality;
- There is no minimum capital
requirement but IBC’s are normally incorporated with an authorized
share capital of US$ 5,000 of no par value which is the maximum
for the minimum licence fee;
- The permitted classes of shares
may be either registered or bearer, shares of no par value,
redeemable shares and shares with or without voting rights and may
be issued in any currency;
- A registered office address must
be maintained within the Seychelles and a local resident appointed
as a registered agent;
- There is no requirement to file
accounts but records must be kept to reflect the financial
position;
- Shareholders and directors
meetings need not be held in the Seychelles and can be held by
telephone;
- There is no requirement for the
disclosure of beneficial ownership. The Memorandum and Articles of
Association are the only documents to be held on the public record.
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There are no domestic Trusts in the
Seychelles; the International Trusts Act 1994 allows for the
creation of International Trusts only. Such Trusts can be created in
writing, by will or by oral declaration; deemed trusts are admitted,
as are those resulting from a decision of the Court. The settlor
must reside outside the Seychelles for the duration of the trust; at
least one trustee must reside in the jurisdiction, an IBC may be a
settler. 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.
An International Trust is exempt from tax in the Seychelles and a
registration fee is payable.
Taxation
In the Seychelles there is no taxation of an individual’s income,
but social security contributions are payable by the employer and
employee at a rate of up to 40% on income which in effect is an
income tax. There are no capital gains taxes, gift, property or
estate taxes. VAT was introduced in 2003.
Business tax is levied on all income received by a sole trader,
partnership, Trust estate or company on profits derived or deemed to
be derived from a source in the Seychelles. IBC’s are exempted from
business tax, stamp duty and withholding tax but are liable for
Social Security contributions of their employees salaries unless
established in the International Trade Zone then the IBC receives an
exemption from this tax. All IBC’s must pay an annual renewal
licence fee to guarantee IBC status.
Dividends, interest and royalties, which mostly bear withholding tax
if paid to non-residents.
Banking
All offshore Banks must be licenced. There are currently five
licensed foreign banks in the Seychelles, and two domestic banks.
All licensed offshore (non-domestic) banks are exempted from
Seychelles taxes and duties for a 20 year period from the date the
licence was granted, although a non-domestic bank may elect to pay
business tax in the Seychelles on its taxable income as agreed with
the Commissioner of Taxes.
Employment Law
The employment market is quite closely regulated, about 88% of the
adult population in the Seychelles is literate and with the
increasingly sophisticated requirements of the international
businesses much employment legislation is to improve the skill
levels and protect the local work-force by restricting the influx of
foreign workers.
Geography, People Language and
Culture
The Seychelles are approximately 445 sq km (177 sq mi) the three
central islands Mahe Praslin and La Digue are granite, while the
outlying islands are coral atolls. The climate is tropical and
subject to marine influences; there is a cooler season from late May
to September and warmer from March to May.
The population is approximately 80,832 (est. July 2004). 90% of the
population inhabit the principal Island of Mahe. The capital city is
Victoria on the island of Mahe and is one of the smallest capital
cities in the world and the only major port in the Seychelles. There
is no indigenous culture in the Seychelles as such the ethnic groups
are mixed; French, African, Indian, Chinese, and Arab. Seselwa-
French/African Creole is the language of 94% of the people, English
and French are commonly used and English is the language of
government and commerce.
The predominant religion is Roman Catholicism which is practiced by
86% of the population.
The Seychelles has four marine national parks, and more than 150
species of tropical reef fish have been identified. Dolphin and
porpoise are common between the islands, shark and barracuda and the
Seychelles is renowned for game fishing.
Immigration and Residency
Visas are not required for visitors to Seychelles;on production of
as onward ticket, booked accommodation and sufficient funds for your
stay, a one month Visitor's Permit (extendable on application) will
be issued. Short-stay visas are issued freely on arrival, although
evidence of financial support may be required. For longer stays, it
will be necessary to demonstrate adequate financial resources, or to
acquire a Gainful Occupation Permit.
Legal and Political System
In the 1960’s political parties developed in the Seychelles and
Socialist rule was brought to a close with a new constitution and
free elections in 1993. There are three branches of state: the
Executive, headed by a President who is the chief of state and head
of government and is elected by popular vote for a 5-year term; the
Legislative--unicameral National Assembly with 34 seats, 25 directly
elected and 9 allocated on a proportional basis. The Judicial branch
includes a Court of Appeal and Supreme Court; judges for both courts
are appointed by the president. The political parties in the
Seychelles are the Democratic Party (DP), Seychelles National Party
(SNP), and Seychelles People's Progressive Front (SPPF).
The most recent presidential elections were held 31 August-2
September 2001. President Rene, who has served since 1977, was
re-elected. Seychelles citizens can vote at the age of 17 years.
Economy
The official unit of currency is the Seychelles Rupee (SCR). The
black market value of the Seychelles rupee is half the official
exchange rate.
Tourism is one of the most important sectors of the economy and
accounts for 73% of the GNP. Employment, foreign earnings,
construction, banking, and commerce are all dominated by
tourism-related industries. Industry accounts for 24% which covers
fishing; processing of coconuts and vanilla, coir (coconut fiber)
rope, boat building, printing, furniture; beverages and agriculture
accounts for 2.4% of GNP.
Legislation relating to
offshore and non-resident business
If you require more information on any particular statute please
contact us.
Civil Aviation Act 1996
Companies Law 1972
Companies (Special Licence) Act, 2003
Financial Institutions Act 1984
Insurance Act 1994
Insurance (Non-Domestic Insurance Business) Regulations 1996
International Business Companies Act 1994
Interactive Gambling Act 2003
International Corporate Service Providers Act 2003
International Trade Zone Act 1995
International Trade Zone Regulations 1995
International Trusts Act 1994
Investment Promotion Act 1994
Limited Partnership Act, 2003
Merchant Shipping Act 1992
Mutual Assistance in Criminal Matters Act 1995
Mutual Funds Act 1997
Protected Cell Companies Act, 2003
Seychelles International Business Authority Act 1994
Companies (Special Licence) Act, 2003
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