Company formation in Seychelles

The “All included” package for offshore company formation in Seychelles includes:

• All local registration fees and commissions.
• Formation of initial documents such as Memorandum of Association and Articles of Association.
• Formation of the appointment of the managing director (minutes, letters, orders, resolutions), filing of the Register of Directors with the Registrar.
• Compilation of Shareholders’ Registers and UBO.
• Registration of share certificate.
• Notarization of documents and apostille (for account opening and the registration agent).
• Retention of the set of documents at the local office.
• Providing registered office/legal address and registration agent services.
• Courier services.

The Seychelles company register was created to regulate the offshore industry by the FSA. The hybrid legal system of Seychelles combines the principles of English and French law. The control and establishment of offshore activities began with the adoption of the International Business Companies Act in 1994, but then this area began to develop, and several other regulations were established:

• International Business Companies Act 2016.
• Beneficial Ownership Act 2020.
• Mutual Funds and Hedge Funds Act 2008.
• Limited Partnership Act 2003;
• Companies (Special Licenses) Act 2003.

Seychelles is among the top 3 most popular offshore zones. It is chosen because of the minimum requirements of the organizational structure – one director and manager, and it can be either an individual or a corporation. In addition, there are no requirements for the place of residence residency of the owners and the general manager. Nominee service is available. Also, insignificant state duties, a fast registration process of 24-48 hours, and no requirements for filing financial statements influenced more than 133,000 companies to choose this jurisdiction.

General Information

The jurisdiction offers many significant advantages both for the registration of an international business and its further existence. Companies can start a business in Seychelles as a foreigner, there are no restrictions, which greatly simplifies the process of preparing documents and passing state registration. In addition, this place is attractive:

Taxes Benefits

The favorable tax system with zero corporate, VAT, and capital gains taxes makes many companies think about how to open a business in Seychelles. The jurisdiction has a territorial tax system that allows companies operating offshore to enjoy tax-free status and not to file tax reports. There is no tax on interest, dividends, royalties, and stamp duty for offshore companies. There are no currency controls; the official currency is the Seychelles rupee (SCR), but the US dollar and euro are widely used in the financial industry.

Fast Set-Up of a Company

Seychelles company incorporation is one of the most optimal in terms of time – 24-48 hours. Minimal requirements to the director and owners without mandatory criteria to their place of residence allow them to quickly form and obtain a certificate of incorporation from the local authorities.

Seychelles as a Financial Services Center

The advantageous location of the 115 Seychelles Islands in the Indian Ocean has made it one of the largest trading centers where African, Asian, and Arab entrepreneurs cross paths.

To maintain its strong reputation in the international market, the Seychelles authorities actively cooperate and comply with all requirements of FATF, OECD, International Organization for Securities (IOSCO), International Association of Insurance Supervisors (IAIS), European legislation, and World Bank guidelines.

When setting up an offshore company in Seychelles, all global anti-money laundering and tax evasion standards must be met.

Privacy and Confidentiality

The authorities of the islands adhere to the provisions of the International Corporate Service Providers Act of 2003. It states that when registering a company in Seychelles and conducting business activities, information about all shareholders, beneficiaries, and general managers shall not be publicly disclosed. Confidentiality is one of the key features of the jurisdiction. The register of all shareholders, managers, minutes of meetings, and resolutions are retained by the local agent. Public registers provide information from memorandums and articles of association without identifying the participants. To maintain complete anonymity, nominee services are available.

Financial Reporting for Seychelles Companies

Seychelles business registration IBC assumes the implementation of corporate activities and profits outside the island, in this case, financial statements and tax returns are not submitted for inspection to the state authorities. In addition, there are no annual audit requirements for this type of company.

Apostille/ Notarization/ Legalization

The process of incorporation of foreign companies in Seychelles requires the submission to the registration agent of notarized copies of documents with an apostille affixed (incorporation documents, owners’ resolutions), as well as apostilled powers of attorney in case of appointment of nominee directors or shareholders. This ensures the avoidance of errors and inaccuracies in the documents, which speeds up the legal registration.

Seychelles has become one of the leaders in the offshore industry. The authorities have adopted several norms and standards in order to have a good international reputation in the field of finance, created a tax-free system, accelerated the registration process, and ensured non-publicity of the participants’ data. Investors have become more likely to explore incorporation in this zone to protect assets and intellectual property rights, improve tax policy, transfer management of significant capital, ensure anonymity of owners, conduct international trade, and ship shipping.

Local legislation allows the formation of the following types of business structures:

• International Business Company (IBC).
• Limited Partnership (LP).
• Limited Liability Company (LLC).
• Company with a special license (CSL).

IBC

An International Business Company (IBC) is needed to realize business activities of the island. The IBC type of company is beneficial for companies operating online like IT, for international trade as Seychelles is at the crossroads of the sea routes of Africa and Asia, and for businesses with plans to invest and manage capital without disclosing owners.

The features and details of carrying out this type of business practice are described in the International Business Companies Act 2016.

Benefits of establishing an IBC:

• Anonymity and protection of owners’ data.
• Zero taxes.
• No paid-up minimum capital requirements (the amount is determined by the owners of the company).
• Management requires one manager and owner (one person can fulfill both of these functions) while being either an individual or a corporation. There is no need to find a local general manager; management functions can be performed by either a resident or non-resident.
• Meetings of directors and shareholders are held anywhere the company decides.
• Only registered shares may be issued.
• Hiring a secretary is not mandatory.

The following restrictions must be met when choosing the name of the IBC:

• Only the Registrar may authorize the use of the word “Seychelles” in the name.
• The words “Assurance,” “Bank,” “Trust”, etc. shall be mentioned if licensed for a particular type of business.
• The name can be in any language, most often, they prefer to register in English.
• Uniqueness must be preserved.
• The name is mentioned in the Memorandum and Articles of Association.

Only the Articles of Association and the Memorandum of Association are publicly available, all other documents remain with the registration agent, with all information kept confidential.

LP

A limited partnership is formed under the rules of the Limited Partnership Act 2003 (amended 2011), allowing two or more persons to conduct business.

The features of an LP include:

• Partners can be resident or non-resident.
• Business activities take place outside the islands
• Local registered office.

LLC

A Limited Liability Company (LLC) in Seychelles has several advantages such as:

• No tax on profits earned outside the islands, no tax on real estate transactions, or income from exports or imports.
• Owners are liable in proportion to the funds contributed, the obligations of the corporation do not apply to them.
• There is no minimum capital amount (at the discretion of the company).
• Owners’ directors can be both local residents and foreigners.

However, when conducting LLC activities on the islands, companies are taxed.

CSL

An international company with a special license (CSL) is registered under the Companies (Special Licenses) Act 2003. This business structure is similar to IBC; the difference is that it is necessary to obtain a license from the International Business Administration (SIBA).

Criteria for establishing a CSL:

• Permitted to conduct business activities within and outside the country.
• There must be two shareholders and two principals of the company.
• The initial capital is $1.

The advantages of a CSL (when operating in Seychelles) include – exemption from certain taxes such as stamp duty, export/import, and 1.5% corporate tax. If the business is connected with China, Belgium, or Thailand, the norms of double taxation treaties signed with Seychelles come into effect.

Trusts

FSA controls the business functioning of trusts, applying to them the Trusts Act 2021, which has been amended since 1994 to incorporate the rules of advanced jurisdictions. This has helped shape some of the best laws in the world, providing robust asset protection and wealth management for 340 established and active local trusts. Another advantage of this zone, among other competing offshore jurisdictions, is the negligible company setup costs.

Options for trusts in Seychelles:

• international;
• charitable;
• earmarked;
• others – trading, life insurance, deposit trusts, etc.

Investors most prefer to register discretionary trusts.

Standards in forming a trust:

• The settlor is a non-resident.
• The management company must have a specific license to provide trust management services.
• No property in the territory of the islands.
• The term of the trust registration is 100 years from the date of creation.

 Financial Services

FSA controls the financial market, under its regulation are eight commercial banks (2 local and six international), one credit union, 41,436 IBCs, 340 trust funds, 263 service providers, five insurance companies, and the activities of 1 stock exchange with a portfolio of $856 million. Depending on the type, each company receives the benefits of registering in Seychelles.

E-Commerce

Seychelles is convenient for business registration and online business e-commerce. It allows us to expand to other regions of Africa and Asia to open new promising markets. According to statistics, the revenue in the Seychelles E-Commerce market in 2024 is expected to reach $96.14 million with a total market size of $1,469.00 billion. According to forecasts, the number of users in this area will grow to 33.8 thousand in 2029.

Any business in Seychelles, to take advantage of business opportunities such as flexibility in organizational structures, fast registration mechanism, low annual fees, and zero taxes, must submit a package of documents and obtain approval from the authorities by the International Business Companies Act of 2016.

Necessary Documents

Business entities choosing to incorporate in this jurisdiction undergo a registration process starting with the collection and submission of the necessary company data, such as:

• Basic Documents: Memorandum of Association and Articles of Association, which spell out the purpose of the company.
• Information about the manager and shareholders is presented only to the registration agent.
• Register of shareholders managing agents.
• Certificate of incorporation bank statement to confirm reputation.
• Proof of registered office.
• Resolution on issue of shares, Share Certificate.
• Application for registration.
• Payment of state fees.

KYC Documents Checklist

The process of business verification when setting up a company as a non-resident must be carried out by following the rules laid down in the AML/CTF Act of 2020, and for this purpose you need:

• Certificate of Incorporation.
• Memorandum of Association and Articles of Association.
• Register of Directors.
• Register of Shareholders / UBO.
• Proof of registered office.
• Managers and shareholders are subject to KYC procedures by submitting identification information and proof of domicile (payment receipt, bank statement, etc.).

Documents must be submitted in English or with a translation into English.

Applicable Legal Frameworks and Regulations

The main legislation that started the rapid development of offshore business was the International Business Companies Act of 1994. During the following years, the authorities studied the best practices of company documents, regulation of commercial activities, and creation of a favorable environment for attracting new investors. In the course of this evolution, the following legal provisions were introduced:

• International Business Companies Act 2016.
• Law on beneficial ownership 2020.
• Mutual Funds and Hedge Funds Act 2008.
• Limited Partnership Act 2003.
• Companies (Special Licenses) Act 2003.
• Trusts Act 2021.
• International Corporate Service Providers Act 2003.
• AML/CTF Act 2020

Seychelles’ status as an offshore financial center is due to its territorial tax system. This means that companies have to pay tax only if they receive income on the territory of the islands.

Tax incentives for international companies:

• 0% corporate tax;
• 0% income tax;
• 0% VAT;
• 0% on capital gains;
• 0% on import/export;
• 0% stamp duty on sale of shares;
• 0% for the shareholder on income received from the IBC.

IBCs must pay an annual renewal fee of approximately $150.

Corporate Tax

Corporations do not pay taxes when making profits outside of offshore jurisdiction.

Tax-exempt status for an organization is maintained if:

• Does not carry out business activities with residents on the territory of the islands.
• Does not have immovable property.
• Does not conduct banking, insurance, or investment activities without a license.

International Tax Treaties

The authorities are actively developing their international economic practices and, to improve the process of determining the subject to tax, have signed 28 Double Taxation Avoidance Agreements (DTAA) and 11 Tax Information Exchange Agreements (TIEA). Bilateral investment treaties (BITs) have been concluded with Cyprus and France. Seychelles joined the WTO in 2015, and an Economic Partnership Agreement was formalized with the UK in 2019.

Taxation

Accounting and Auditing

To avoid penalties like fines, license revocation, and termination of registration, bookkeeping helps to control all business operations, file reports on time, and account for necessary fees like capital gains tax, VAT, etc.

Accounting and Bookkeeping

For any international company, there is no requirement to file a mandatory financial report in the public registry. However, professional company management still requires keeping records of financial transactions and incomes/expenses, which should be shown in the reports’ balance sheets. The retention period of documents is seven years, according to the Law on International Business Companies.

Since 2020, new rules have been introduced that oblige a tax return for companies that received profits on the territory of the islands.

Auditing requirements

Registration of any type of business entity allows to take advantage of another advantage of the jurisdiction, as no annual audit is required.

Crypto and Bitcoin in Seychelles

Virtual assets have become impossible to ignore, and many jurisdictions have begun to introduce legislation to secure the market from unscrupulous service providers, cybercriminal attacks, and potential threats to the financial market. The government of Seychelles does not recognize cryptocurrencies as a means of payment but regulates the provision of crypto services.

Many companies, both shelf companies and newly established ones, can submit several documents to the FSA based on the Virtual Asset Service Providers (VASP) Act 2024 to obtain a license and officially offer crypto services in the region. The license (there are four types) gives the right to offer storage, exchange, token issuance, and operate cryptocurrency exchanges. Strict requirements are applied to crypto companies: fulfillment of AML/KYC procedures, the contribution of equity capital, and the creation of technical conditions for this type of business. Verification of fulfillment of all criteria and data by the FSA regulator can take up to 3 months or more.

More information can be found on the Fast Offshore Licenses website.

For any legal entity, the formation of registers of managers and founders is a mandatory practice, which ensures clarity and transparency of the ownership structure. It is important to note that the legislation of the jurisdiction ensures complete confidentiality of these registers and prohibits public access to them.

Registry of Directors

Any business entity is required to maintain registers of directors and file them with the registration agent.

Registry of Shareholders

Registers of Shareholders and UBOs contain non-public information that is only available to the local agent and the FSA in the event of litigation.

Nominee Services

Nominee services are available throughout the islands. It is used to ensure complete privacy of information about managers and owners. Additional documents (apostilled powers of attorney, declarations, resolutions, etc.) are submitted at the time of registration.

Company Types

Substance and Residency

International companies are subject to certain local office and registration agent requirements.

Economic Substance

Investors wishing to open an IBC must fulfill certain criteria, such as having a local registered agent who will keep the registers of directors/shareholders, minutes, and registered office in the islands. No tax returns will be filed if income is earned outside the zone.

Residency Requirements of Shareholders and Directors

The residency requirements for the general managers and founders of a company are minimal – they can be domiciled in any country.

Director and Shareholder Information

The FSA officially regulates eight commercial banks that can offer multi-currency accounts, online banking, and cross-border payments for any company (if all the documents have been submitted and verified).