How to open a company in Seychelles as a foreigner

The Republic of Seychelles is an archipelago of islands located in the Indian Ocean northeast of Madagascar. This independent republic is one of the most progressive offshore centers in the world with competitive legislation, which makes it relatively easy to establish a Seychelles company, and also guarantees the confidentiality and privacy of the investor.

Referred to as a “tax haven”, Seychelles is the most preferred business location for investors who want to expand their business by making tax planning more efficient and protecting their assets by setting up an offshore company. The country is a popular offshore financial centre and a growing market for setting up international companies.

Advantages of setting up or buying a company in Seychelles

• Stable political environment.
• High environmental standards.
• Ideal location in the Indian Ocean, halfway between the major trading and manufacturing blocs of Asia and Europe, and a business step into Africa.
• Favourable time zone (GMT+4).
• Well-established infrastructure and legal system.
• Privacy, as no sensitive personal information is recorded in a public file.
• Protection due to secrecy provisions enshrined in law and the absence of information sharing agreements.
• Fast process registration.
• Minimum reporting — no audit, no tax reporting, no publicly available financial information.
• No corporate tax liability.
• No minimum share capital required.
• No residency restrictions for directors and shareholders.
• 100% foreign ownership permitted.
• Only one director and one shareholder required, and they can be the same person.
• Cost-effective ongoing maintenance.
• No requirement to hold an annual meeting in Seychelles, it can be held anywhere in the world.
• No exchange controls, funds can be freely held in or outside the country.

Seychelles Companies Act

There are two main laws in Seychelles corporate law: the Seychelles Companies Act Companies Act 1972 and the International Business Companies Act 2016. The latter is especially important if you are setting up an International Business Company (IBC).

The Articles of Association are the key document required during the company formation process, setting out the objectives of the company and the duties of its directors.

The Seychelles legal system is based on English common law and civil law principles, which underpin local corporate governance rules and practices.

Complying with the specific provisions of these laws will ensure that your company formation process complies with the local legal framework.

Types of Companies

International Business Company

Seychelles IBC - International Business Company - is the most popular and versatile type of offshore corporation available in Seychelles. Like other classic offshore companies, the Seychelles IBC is designed to conduct international business. As an IBC, it is subject to minimal bureaucratic red tape. Although it is required to maintain good internal records and registers, a Seychelles IBC is not required to file any financial statements with the public (provided that it conducts its business and earns its income outside of Seychelles). There is also no mandatory audit requirement. The formation, tax benefits and general structure of a Seychelles IBC are regulated by the International Business Companies Act 2016.

Special License Company

A Seychelles Special License Company (SLC) is classified as a hybrid entity that combines the features of an offshore and onshore company. It is subject to stricter regulations than a typical International Business Company (IBC), but can benefit from double tax treaties. Your SLC must have at least two directors, undergo annual audits, and comply with regulatory requirements.

Limited Liability Companies

Limited Liability Companies (LLCs) in Seychelles are popular for maintaining financial privacy while providing the flexibility of a partnership with the benefits of corporate status. An LLC protects its members with limited liability, meaning your personal assets are generally separate from the debts and liabilities of the entity.

Partnerships and Trusts

Partnerships in Seychelles are for entities involving two or more parties who agree to carry on a business together. The partners are jointly liable for the management and debts of the partnership. Trusts, on the other hand, are used for estate planning, where a trustee holds property on behalf of a beneficiary. Benefits include asset protection and tax considerations.

Both partnerships and trusts in Seychelles are governed by a specific legal framework. Trusts are governed by the Seychelles Trust Act, which provides a high degree of confidentiality.

Protected Cell Company

A Protected Cell Company (PCC) is a special type of company in Seychelles that allows for structuring international business, asset planning and mutual funds. In this type of company, assets can be divided into cells that are independent of each other.

Main Advantages and Features of Setting Up an IBC in Seychelles

• Zero Tax

The Business Tax (Amendment) Act, 2018 introduces a territorial tax system in Seychelles with effect from 1 January 2019. A Seychelles IBC that does not derive taxable income in Seychelles is not subject to any tax or duty on its income or profits.

Similarly, a Seychelles IBC is also exempt from any stamp duty on all transactions relating to its business, in particular on any transfer of property by or to the company, and on any transaction in respect of shares, debentures or other securities of the IBC.

In essence, a Seychelles IBC is a completely tax-free offshore corporation, as long as it complies with a few simple rules on how to operate.

To maintain its zero-tax status, a Seychelles company must satisfy the following criteria:

• The company may not carry on business in Seychelles (except to the extent that it may enter into business with any other Seychelles IBC).
• The company does not may own real estate in Seychelles.
• The company may not carry on banking, insurance or agency activities without a special license.
• The company may not carry on securities business in Seychelles (outside Seychelles it is permitted to do so if it holds a license to do so in the country in which it carries on such business).
• It is prohibited to carry on gaming business (including interactive gaming) in Seychelles (outside Seychelles it is permitted to do so if it holds a license to do so in the country in which it carries on such business).
• The company may not carry on business as a mutual fund unless it has obtained a license to do so under the Seychelles Mutual Funds and Hedge Funds Act or under the laws of any recognized jurisdiction.

Seychelles IBCs receiving “taxable tax income" in the country, will be required to file annual returns and audited accounts (in accordance with the Companies Ordinance 1972) with the Seychelles Financial Services Authority and will be liable to pay local taxes.

However, a Seychelles IBC may still engage in any of the following activities:

• The company may maintain accounts and deposits with banks in Seychelles.
• The company may keep its books and records in Seychelles.
• A Seychelles IBC may maintain professional relationships in Seychelles with lawyers, accountants, trust and management companies, investment advisers or other similar persons.
• Meetings of directors may be held in Seychelles.
• It may hold shares, debentures or other securities in another Seychelles IBC or Seychelles National Company.
• A Seychelles IBC may also own a ship or aircraft registered in Seychelles.
• Shares in a Seychelles IBC may also be owned by a person who is a resident of Seychelles.

These provisions are set out in Part XXI of the Seychelles International Business Companies Act (sections 361 and 362).

• Disclosure of Information

The identity and personal details of the beneficial owners, directors and shareholders of a Seychelles IBC are not part of the public register. When registering a new IBC, the Registrar of Companies does not require any details of who the actual beneficial owner of the new company is. This information is known only to the licensed registered agent of the company, is kept on an internal file and remains strictly confidential. The internal corporate files of an IBC (register of members, register of directors, all minutes and resolutions) are kept by the registered agent. The only documents of the company that are kept in the public registry are the Memorandum and Articles of Association. These documents do not contain any indication of the actual directors, shareholders and beneficial owners of the company.

IBCs are required to file their registers of directors with the authorities. However, this information is not publicly visible and is not subject to unauthorized access.

There are strictly limited legal circumstances where a domestic government authority in Seychelles (namely the Financial Investigation Unit or the Seychelles Revenue Commission) may require a registered agent to disclose information that is on file with a particular IBC.

The Republic of Seychelles is an independent state. As such, it does not share or report information to any overseas principal or entity. Seychelles is not subject to the EU Savings Tax Directive, unlike some other offshore financial centers that are linked to EU member states (most notably the UK and its overseas territories).

The offshore financial services sector is a significant contributor to the country's GDP. There is an inherent interest on the part of the government and the general public in maintaining and developing the country's status as a competitive offshore financial centre.

• Anti-Confiscation Provisions

If any foreign government authority by nationalisation, expropriation, confiscation, force or coercion or by imposition of any confiscatory tax, assessment or other governmental charge seizes or attaches any shares or other interests in a Seychelles IBC, an order may be obtained from a Seychelles court ordering the company to ignore the attempted seizure and to continue to honour the rights of the shareholder of the Seychelles IBC.

• Fast Incorporation

Seychelles has one of the fastest IBC registries in the world. New IBCs are usually registered within 24 hours.

• Competitive government licensing fees

A Seychelles IBC pays a government fee of US$150 upon incorporation and annually thereafter. This government fee applies to all International Business Companies regardless of the size of their authorized capital, paid-up capital, number of shares or other corporate variables.

• No paid-up capital required

A Seychelles IBC is not required to have any minimum paid-up capital to commence operations. Any amount of authorized capital may be stated in the IBC's incorporation documents as required by the owners (authorized capital is the notional amount of capital that a company is entitled to receive from its shareholders as compensation for the company's shares). The amount of the share capital may be freely determined by the owners of the IBC upon incorporation and there is no mandatory time frame by which such capital must be paid up by the shareholders. Overall, the capital structure of a Seychelles IBC can be extremely flexible and can accommodate a wide variety of business circumstances and needs.

• Flexible Corporate Structure

A Seychelles International Business Company is an independent legal entity and has the same powers as an individual.

A Seychelles IBC requires a minimum of one shareholder and one director, both of whom may be the same person. There is no requirement to have local directors or shareholders and foreign individuals or corporations may be shareholders or directors of a Seychelles IBC. Apart from the director, the company must not appoint any other officers.

The shareholders, directors and officers of a Seychelles business company may be individuals or corporations of any nationality. Shareholders’ or directors’ meetings need not be held in Seychelles, and there is no requirement for a regular annual general meeting.

Meetings may be held by telephone or other electronic means; alternatively, directors and shareholders may vote by proxy.

The corporate structure of a Seychelles International Business Company can be designed to suit a wide range of requirements.

• A wide variety of share types and forms

A Seychelles IBC may only issue registered shares and any of these may be designated as voting shares, non-voting shares, shares carrying more or less than one vote per share, shares which may be voted only on certain matters or on the occurrence of certain events, shares which may be voted only if held by persons who meet certain requirements, shares of no par value, unnumbered shares, ordinary shares, preference shares, redeemable shares and shares entitling to participate only in certain assets. A Seychelles IBC may not issue bearer shares.

• Name Requirements for Seychelles IBCs

A Seychelles IBC may not be registered under a name identical to the name of an existing Seychelles company. Registration of a new IBC may also be refused if its name is so similar to the name of another company as to be likely to deceive, unless the (other) company consents.

Restricted names for Seychelles IBCs are those containing the words “Assurance”, “Bank”, “Building Society”, “Chamber of Commerce”, “Chartered, “Cooperative”, “Imperial”, Insurance”, “Municipal”, “Trust”, “Foundation” or a word conveying a similar meaning, or any other word which in the opinion of the Registrar suggests or is calculated to suggest patronage or any connection with Seychelles or the Government of Seychelles or with any other country or the Government of that country. The Registrar may permit the registration of a company under a name which includes the word "Seychelles" if the Registrar is satisfied that there is good reason for doing so.

The Registrar may also refuse to register any particular name if in the opinion of the authorities such name is obscene, offensive, otherwise objectionable or misleading.

• Name endings indicating type of company

The name of a limited liability company must end with a word or abbreviation indicating body corporate or limited liability. Company names must end with “Limited”, “Corporation”, or “Incorporated” or the abbreviation “Ltd”, “Corp”, “Inc”. A protected cell company name must end with “Protected Cell Company” or the abbreviation “PCC”.

Company Formation and Registration Process

Beginning the incorporation and registration process in Seychelles involves a number of clearly defined steps. This process is managed by the Financial Services Authority of Seychelles (FSA), providing an efficient and simple route to setting up your business.

1. Select a company name.

2. Appoint directors and shareholders.

3. Select a registered agent.

In Seychelles, appointing a local registered agent is mandatory to simplify the company registration process. The registered agent is responsible for ensuring compliance with local laws and will handle official communications with the Seychelles authorities on your behalf.

4. Submit the necessary documents.

To register your company in Seychelles, you will need to complete an application form and provide the necessary documentation, including the identification of directors and shareholders. Basic documents required:

• A completed form with details of directors and shareholders
• A copy of your passport or other government issued identification
• Proof of address (recent utility bill or bank statement)

All documents must be in English or have a certified English translation if they were originally in another language.

5. Obtain a Certificate of Incorporation

Once all required documents have been successfully submitted and processed, the Seychelles authorities will issue a Certificate of Incorporation. This serves as legal proof that your company is registered and eligible to commence business operations. You will receive this document together with the company registration number and entry in the register of directors and shareholders.

Processes after registration

• Obtaining a license

Once you have registered your Seychelles company, it is important to obtain the necessary business license and ensure that you comply with tax registration requirements to operate legally and take advantage of potential tax benefits.

The type of license you need will depend on the nature of your business. You can usually apply for this license through the customer portal provided by the Seychelles government or by submitting an application form directly to the relevant authority.

• Registering for VAT and other taxes

Value Added Tax (VAT) is a consumption tax applied to goods and services in Seychelles. Your company must register for VAT if your taxable turnover exceeds the threshold set by the Seychelles government. In addition, you should register for other relevant taxes to ensure compliance with local tax laws.

Learn about tax benefits you may be eligible for, including reduced rates or tax exemptions.

Key Benefits and Features of Setting Up a Seychelles PCC

The key feature of a PCC is the ability to separate assets into individual cells, which are isolated from each other.

Key Benefits of a PCC

• Asset Isolation: Losses in one cell do not affect other cells of the company
• Protection from Creditors: The assets of each cell can only be used to cover the liabilities of that cell
• Cost Efficiency: Setting up individual cells is less expensive than forming multiple subsidiaries
• Ideal for Umbrella Funds and Captive Insurance Structures

Key PCC requirements

• Minimum two directors
• Mandatory presence of a local secretary
• Authorized capital — US$100,000 divided into 100,000 shares
• Registration in the register of directors and shareholders (non-public) is required
• A local registered office is required

Permitted activities

• Offshore insurance
• Mutual funds
• Collective investments
• Other permitted activities upon approval by the FSA (Financial Services Authority)

Taxation considerations

• The company is a tax resident
• Subject to taxation at the applicable rate in the jurisdiction of business

Exempt from stamp duty for:

• Transfer of assets
• Transactions in shares
• Transactions in debt obligations
• Business transactions of the company

The registration process takes 2-3 weeks. The company is required to file annual reports and make disclosures of beneficial ownership to both the registrar and the registered agent.

PCC is especially popular with fund operators, international entrepreneurs and wealth and tax advisers, as it provides flexible options for structuring various business transactions with a high degree of asset protection.