Available Jurisdictions


Seychelles

Company Registration: The Seychelles Offshore Company

The Seychelles legislation is based on Civil Law with features of Common Law and relevant governing law for Seychelles entities is the 1994 International Business Companies Act, with the most commonly used form of business entity being theSeychelles Offshore Company (SOC) of limited liability whereby the liability of the beneficiaries of the company is limited to the amount, if any, unpaid on their respective shares, in other words the liability of the members is limited up to the amount contributed to the capital of the company.

 

The information below relates to Seychelles Offshore Company registration procedure and the information & documentation that must be provided to our Law Firm by the client in order to register a SOC:

 

Company name

A company name that can be a non-English name and should have one of the following endings: Ltd, Limited, Corporation, Inc, SARL, Plc, etc.

 

Directors, Shareholders, Secretary & Registered Office

Details of beneficial directors and shareholders (nationality, country of residence, address, profession etc) are provided by the client.

 

Scanned and notarized copy of the passport of the directors and beneficiary shareholders.

 

Scanned copy of a recent (not older than 3 months) utility bill, i.e. electricity bill, being proof of residence of the beneficiary shareholders and the directors. In the event the shareholder is a company the same should be provided for its ultimate beneficiaries together with copies of all the corporate documents of the beneficiary company.

 

The SOC can be registered with one director that can be an individual or corporate entity and does not need to be a local resident.

 

The SOC can be registered with one shareholder that can be an individual or corporate entity.

 

The sole director can act as a sole shareholder.

 

The SOC can be registered with 100% foreign ownership.

 

‘Nominee’ shareholders & directors are permitted to secure confidentiality.

 

The SOC can be registered without a secretary.

 

The SOC is registered with a registered office in the Seychelles and registered agents must be used to incorporate the company.

 

The SOC can hold the annual meetings anywhere.

 

The SOC can be subject to re-domiciliation.

 

A Certificate of Good Standing is required.

 

Required personal documents and preferred company name is submitted to the Registrar. The Registrar will reserve and issue a unique company number of the proposed company upon which time the company’s Memorandum of Association is prepared and submitted.

 

Upon acceptance of the Memorandum the Registrar will incorporate and issue the Company’s Certificate of Incorporation. The Articles of Association must be submitted within 30 days of the date of incorporation.

 

 

Activity

All SOCs that conduct their business outside Seychelles are permitted providing that their business is not banking, insurance, trust services, providing management services to local companies or register offices in the Seychelles and that they do not engage in business with residents or own property in the Seychelles. Seychelles Offshore Companies must be registered through a locally registered agent.

 

 

Share Capital
The standard authorized share capital is US$ 5, 000.

The minimum paid-up share capital is US$ 1.

 

The following shares are permitted:

Bearer shares

Registered shares

Redeemable shares

Shares of no par value

Preference shares

Shares with or without voting rights

Shares can be denominated in any currency and can be held by residents of the Seychelles.

 

 

Confidentiality

‘Nominee’ directors and shareholders are permitted to secure confidentiality.

 

The names of the directors and the shareholders are not publicly accessible.

 

There is a high level of confidentiality with nominees permitted. The Registrar retains copies of the Memorandum and Articles of Association in addition to the Certificate of Good Standing and other certificates. These documents however are not placed on public record.

 

 

Time schedule & delivery

The SOC will be registered after 4 to 5 working days, the legalization of the documents will also be completed after a few working days.

 

The corporate documents of the SOC will be sent via express courier (DHL) to the client together with the relevant invoice. Banking documents and Nominee Agreements & Deed of Indemnity to be signed and returned to our Law Firm will be added to the courier in the event the client has requested the opening of a bank account and nominee directors and/or shareholders for confidentiality.

Taxation, No Reports, Double Tax Treaties

All Seychelles Offshore Companies are not subject to taxation.

Seychelles Offshore Companies have no tax liabilities and the following are tax free:

Capital Gains

Inheritance

Dividends

Interests

Royalties

Rents

 

A government fee is payable upon registration of companies in Seychelles, the amount depends on the size of the share capital and amounts and it is included in the registration fees of our Law Firm.:

  1. US$ 100 when registering the company with an authorized capital up to US$ 5,000
  2. US$300 when registering the company with an authorized capital up to US$ 50,000, and all shares have a par value.
  3. US$ 1,000 when registering the company with an authorized capital exceeding US$ 50,000
  4. US$ 350, if the share capital does not exceed the US $ 50,000 and all or some shares have no par value.

 

There is an annual government fee of US$100 which must be paid in order to operate and that is included in the annual fees of our Law Firm.

 

 

No Annual Reporting Requirements

There no obligation to prepare accounts & no obligation to file accounts to the authorities.

There is no obligation to submit audited accounts to the authorities.

There are no publicly accessible accounts.

There is no obligation to submit annual returns.

Records of offshore companies can be kept anywhere in the world, there is no requirement that they be kept in the Seychelles.

 

 

Double Taxation Treaties

The Seychelles has double taxation treaties with the following countries:

Barbados, Botswana, China, Cyprus, Indonesia, Malaysia, Mauritius, Oman, Qatar, South Africa, Thailand, UAE and Vietnam.DTA Agreements have been signed but not ratified with Belgium, Monaco and Zimbabwe.

Tax-Planning

The ultimate choice of jurisdiction for a company will be dependent on the following factors:

 

The economical & political stability (confiscation, expropriation and nationalization risks).

The level of taxation and the availability of tax exemptions.

The suitability of the Double Tax Treaties to reduce & optimize its tax burden.

The perception of the company depending on whether it is an offshore or EU jurisdiction.

The confidentiality provided by the jurisdiction in relation to disclosure of information.

The regulatory matters in relation to filing annual returns, accounts and have them audited.

The quality of legal and accounting firms.

The quality of local banking services.

The quality of infrastructure of communications and workforce.

The convenience of the time zone of the jurisdiction.

The Seychelles Offshore Company is a flexible tax-free vehicle which favors asset protection and high confidentiality. Some tax-planning benefits are listed below:

 

Seychelles Offshore Companies have no tax liabilities.

 

Seychelles Offshore Companies do not require minimum share capital.

 

Seychelles Offshore Companies can be registered with only one director and one shareholder and these can be the same individual or corporate entity.

 

Seychelles Offshore Companies can be registered with nominee directors and shareholders for confidentiality.

 

There are no nationality restrictions on directors or shareholders.

 

Seychelles Offshore Companies do not require a resident director.

 

Seychelles Offshore Companies do not require a resident secretary.

 

Seychelles Offshore Companies require a Registered Address and a registered agent in the Seychelles.

 

Seychelles Offshore Companies allow 100% foreign ownership.

 

Seychelles Offshore Companies have no audit or tax returns requirements.

 

Seychelles provide for a high degree of confidentiality with no public register of shareholders or directors.

No requirement for annual meeting to be held in the Seychelles, can be held anywhere in the world.

 

There are no foreign exchange controls and funds can be freely in an out of the country