Registration of a Seychelles Company – Company Setup in the Seychelles

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Alina Marinich

Senior Business Consultant

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GENERAL INFO

The Republic of Seychelles is an amazing country, comprising of 115 islands in the Indian Ocean northeast of Madagascar.

With its comfortable tax environment and friendly offshore jurisdiction, the Indian Ocean archipelago enjoys a high per capita income and offers significant advantages for setting up a new company.

An International Business Company (IBC) is a type of an offshore company formation available in Seychelles, going under the Territorial Tax regime and giving entrepreneurs free-of-taxes opportunities for doing business.

So, if you are looking for a reputable tax-free jurisdiction with a Register of Beneficial Owners being kept confidentially and not publicly accessible, Seychelles may be the perfect choice for your next offshore company formation.

Key specifics

Taxation is based on territorial principal
Offshore company is completely tax exempt
A minimum of one Director is required – individual or corporate
A minimum of one Shareholder is required – individual or corporate
No requirements as to the minimum amount of share capital
Shares with no par value permitted

INCORPORATION PERIOD

On average, it takes 7 working days to incorporate an IBC in Seychelles after all necessary documents are provided and the proposed names are checked with the Registrar.

REGISTRATION PROCESS

A step-by-step guidance will follow here:

STEP 1

Name check

We request several names to be checked for their availability and legal compliance with the Registrar. It usually takes up to 24 hours. Names shall contain the word “Limited”, “Corporation”, “Incorporated” or an abbreviation of one of such words – “Ltd.”, “Corp.”, “Inc.”.

Corporate structure

There must be minimum one Director & Shareholder in a company who can be the same person, individual or corporate. There is no restriction on Director’s/Shareholder’s residence either.

Compliance procedure

To establish proof of identity we require one of the following documents:

Scanned copy of valid passport
Scanned copy of ID card
Scanned copy of driving license

To establish proof of residence we ask to send us one of the following documents:

Scanned copy of any ID document (passport / ID card / driving license) confirming the current residential address (if this document is not used as proof of identity)
Recent utility bill not older than 3 months
Recent bank statement not older than 3 months

Share capital

For a Seychelles company formation, share capital requirements are minimal. A Seychelles IBC must issue at least 1 share with or without par value in any fiat currency. The standard authorized share capital is 5 000 divided into shares of 1 USD each. No extra government fees are therefore levied upon incorporation or annual renewal of a Company for an increased authorized share capital as compared to BVI jurisdiction for instance.

Invoice payment

Once receiving confirmation of your payment, we start the incorporation procedure.

STEP 2

Applying for the registration

Following a request for incorporation and having submitted the payment of a relevant registration fee along with the documents required to be filed with for company formation, the Registrar will issue a unique Company number to the proposed IBC together with the Company’s Certificate of Incorporation. By that time the Company is considered to have been officially formed.

When the Company has been set up, you will receive the final set of these basic corporate documents:

Certificate of Incorporation

Memorandum and Articles of Association

Subscriber’s Resolution to appoint First Director(s)

Resolution on First Shares Allotment

Share certificate

In case the Company uses nominee director’s services, additional documents are applicable:

Agreement for provision of Director nominee service
Apostilled Power of Attorney
Consent Letter

In case the Company uses nominee shareholder’s services, these documents are applicable:

Agreement for provision of Shareholder nominee service
Declaration of Trust

Signing of the above-mentioned documents

STEP 3

We collect the KYC documents from the client: the certified copies of the documents listed in Step 1 point “Compliance Procedure”. We dispatch a package of corporate documents to the client’s location.

ANNUAL RENEWAL

On a yearly basis, every offshore company must be renewed on or before the date of each anniversary of its incorporation. To maintain a Seychelles IBC in good standing, one should pay annual government fees, professional fees for Registered Agent and Registered Office address (as a legal address of an IBC), which remain the lowest in contrast to other offshore jurisdictions.

TAXATION

Seychelles use a territorial tax system. IBCs are therefore not subject to taxation in Seychelles, if they generate income outside the territory of Seychelles.

Companies, both resident and non-resident, are liable to pay business taxes on domestic source income.

*Business tax rates for companies and trusts*
Income	Rate
The first SCR 1.000.000	25%
Above SCR 1.000.000	33%

PUBLICITY OF REGISTERS

In August 2020 the Beneficial Ownership Act came into force, introducing new requirements for Seychelles IBCs. The Register of Beneficial Owners shall be submitted to the Financial Intelligence Unit in such form and manner as may be specified by the FIU. The information is kept in confidentiality and not publicly accessible. The Register of Beneficial Owners shall be maintained at the registered address in Seychelles.

A company shall also file for registration by the Registrar a copy of its Register of Directors and ensure that the information presented is accurate.

Besides, every company shall keep at its Registered Office in Seychelles a Register to be known as a Register of Members, and must be able to produce legible evidence of its contents.

The records listed above shall be preserved under Registered Agent maintenance for at least 7 years and be kept at company’s Registered Office in Seychelles.

ACCOUNTING RECORDS KEEPING

A company shall keep reliable accounting records that are sufficient to show and explain the company‘s transactions, enable the financial position of the company to be determined with reasonable accuracy at any time, and allow for accounts of the company to be prepared.

In relation to an IBC, “accounting records” means the following documents:

Bank statements
Receipts
Invoices
Vouchers
Title documents
Contracts and agreements
Ledgers
Any other documentation underpinning a transaction

Company‘s accounting records shall be kept at its registered office or such other place as the directors consider appropriate for this purpose. Where the accounting records are kept outside Seychelles, the company shall lodge, not less than on a biannual basis, the accounting records at the company’s registered office in Seychelles.

An IBC may keep the accounting records in digital form, provided that it informs its Registered Agent of the physical address where original accounting records are kept.

A company that fails to comply with the requirements commits an offence and is liable on conviction to a fine not exceeding USD 10.000.

A director who contravenes the requirements commits an offence and is liable on conviction to a fine not exceeding USD 10.000.

Moreover, a Registered Agent shall preserve the company’s accounting records for at least 7 years from the date of completion of the transactions or operations to which they each relate.

Specific companies are required to annually prepare a Financial Summary to be kept in Seychelles (together with other accounting records and documents) within 6 months from the company’s financial year end. For more details, please contact the ITA Business consultant.

FEES

Services	Fees (USD)
Total cost of incorporation, including a basic compliance fee, professional fees for RARO* services for the first year, preparation and provision of original constitutive documents of the company and their apostilled copies, share issue documents, and a common seal	1.250
Annual renewal (starting from the second year), including professional fees for RARO* services, but not including compliance fee	990
Professional (nominee) Director services per annum (including issue of the apostilled Power of Attorney)	580
Professional (nominee) Shareholder services per annum (the same person as the Director)	430
Courier delivery	250
Compliance fee Payable in the cases of: incorporation of a company, renewal of a company, liquidation of a company, transfer out of a company, issue of a power of attorney to a new attorney, change of director / shareholder / beneficial owner, except the change to a nominee director / shareholder), signing of documents.	250 (standard rate, includes the check of 1 individual) + 150 for each additional individual (director / shareholder / beneficial owner) or legal entity (director / shareholder) if such legal entity is administered by ITA + 200 for each additional legal entity (director / shareholder) if such legal entity is not administered by ITA 350 (rate for a High-Risk company, includes the check of 1 individual) 100 (signing of documents)

*RARO – Registered Agent and Registered Office