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Offshore company formation - Seychelles
The Seychelles group of islands in the Indian Ocean comprises over one hundred named islands, most being situated between four and five degrees South of the equator. The largest island is Mahé.
TYPE OF TRADING COMPANY
Seychelles International Business Company's ('IBC's') are incorporated in the Seychelles under the International Business Companies Act, 1994.
Seychelles IBC's are now amongst the most popular offshore vehicles in the world due to the low annual Government licence fee, same day incorporations, privacy and asset protection, ease of administration and acceptability to international banks. They are not on any OECD or FATF blacklists.
Seychelles IBC's may not own real estate in the Seychelles, carry on business there, and may not carry on banking or trust business or insurance or re-insurance business. Otherwise, they may engage in any activity that is not illegal under the laws of the Seychelles subject to any restrictions in their Memorandum of Association.
| Statutory description of private limited company | International Business Company (IBC) |
| Governing corporate legislation | International Business Companies Act 1994 |
| Time-scale for incorporation | Companies are incorporated on a same-day basis, on receipt of instructions in Seychelles. There is a time difference of +4 hours to GMT |
| Availability of ready-made companies | Available |
| The regulations governing availability of names | It is mandatory to have a suffix which denotes limited liability e.g. “Limited”, “Corporation”, “Incorporated”, “Société Anonyme”, “Berhad”, “Namloze Vennootschap” and their abbreviations. A full list permitted suffixes is available on request. If the name is not in English or French the application must be accompanied by an approved translation and transliteration in English or French. It is prohibited to use a name already in use or any names deemed by the Registrar to be indecent, offensive or misleading. Words such as “Bank”, “Building Society”, “Trust”, “Cooperative”, “Insurance” or “Foundation”, or which suggests the patronage of any government are also prohibited etc. |
| Minimum and maximum number of shareholders | Sole shareholders are permitted. There is no maximum number of shareholders provided by the Act. |
| Standard authorised capital | Companies are normally incorporated with US$100,000. |
| Statutory minimum paid-up capital requirements | None |
| Classes of share available | Registered or Bearer shares are permitted |
| Denomination of share capital | Share capital may be denominated in any recognised hard currency. |
| Residency requirement on shareholders or shareholders’ meetings | None. |
| Minimum and maximum number of directors | Sole directors are permissible. |
| Are corporate directors permitted? | Yes. |
| Nationality and residency requirements of directors | None. |
| Nature of the powers of the directors | The directors have all the powers of the company that are not reserved to the members under the Act or in the memorandum and articles. |
| Directors’ meetings | Directors’ meetings can take place in any location. |
| Information published relating to directors | There is no public register of directors. |
| Must accounts be prepared by the directors? | A company incorporated under the Act shall keep such accounts and records as the directors consider necessary or desirable in order to reflect the financial position of the company. |
| Must such accounts be filed with the financial authorities? | No. |
| Must such accounts be audited, and if so by whom? | There is no compulsory audit requirement |
| Must the company have a registered presence in the territory of incorporation? | Yes. An IBC must at all times have a registered office and registered agent within Seychelles. |
| What records must be maintained in the territory and are they available for public inspection? | We recommend that an imprint of the common seal be kept at the registered office. For tax reasons it is generally advisable to maintain the share register at the registered office. Other records such as minutes of meetings of directors, members and copies of all resolutions may be kept at such places as the directors determine. These are not available for public inspection. |
| Can the company make secured loans? | Yes. |
| Can the company make unsecured loans? | Yes. |
| What are the limits placed on the company’s borrowing powers? | None imposed by the Act. |
| Is there a register of company charges? | A company may maintain at its registered office a register of mortgages, charges and other encumbrances. This is not mandatory. Similarly, a public register may be maintained at the option of the company. |
| Company seal | A company may have a common seal. |
| Re-domiciliation provisions | A company incorporated under the laws of a foreign jurisdiction may continue its existence in Seychelles. Similarly, IBCs may transfer their domicile to foreign territories that permit such procedures. |
| Annual licence fee | For all companies irrespective of the share capital US$100 Annual Licence fee is payable. Payable on anniversary of the company’s registration |
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