Investment opportunities in Seychelles (Part 1)

Seychelles has completely overhauled its legal framework. The country offers generous tax incentives to foreign investors. In an ever-increasing quest to improve competitiveness, Seychelles has signed double taxation agreements with a number of jurisdictions, which further encourage and facilitate company registration.

Why Seychelles

There are several positive reasons that make Seychelles an attractive destination for foreign investors, including:

• location in the heart of the Indian Ocean with excellent air links to major hubs in the Middle East, Europe, Africa and Asia;
• literacy rate of the population is 96%, with an increasingly educated and skilled workforce;
• politically and economically stable environment;
• low levels of corruption; 
• favorable tax system with low corporate and personal tax rates, no income tax and no capital gains tax; 
• the country is investing in expanding its infrastructure, including a new international airport, expanding its seaport and developing renewable energy projects;
• growing tourism industry.

In July 2023, the Government of Seychelles, in partnership with the United Nations Development Programme (UNDP), launched the Seychelles SDG Investor Map. It is a market intelligence tool aimed at attracting private capital to investment opportunities that are aligned with the Sustainable Development Goals (SDGs) and the government’s development agenda. The tool identifies nine areas of investment opportunities in five priority sectors, namely renewable resources, alternative energy, services, food and beverage, infrastructure, and technology and communications.

Investment Restrictions

Seychelles welcomes most foreign direct investment, although the government reserves certain activities for domestic investors only.

Some restrictions apply to both domestic and foreign investors, such as a policy prohibiting vertical integration in the tourism industry to protect local operators, and a moratorium on the construction of large hotels on La Digue, Mahe and Praslin since 2015 to limit mass tourism. In January 2024, the government announced that it was considering lifting the La Digue moratorium entirely, as it was restricting economic growth on the island.

The Seychelles Investment (Economic Activities) Regulations 2022 were adopted in July 2022 to provide greater transparency on the restrictions and prohibitions applicable to foreign investors. It contains a list of economic activities that may be carried out by a foreign national, as well as a list of activities in which a foreign national may invest jointly with a Seychellois national. It also provides that any activity not specified in the regulations, the Reserved Economic Activities Policy or any other investment regulation shall be subject to a review of economic necessity by the Seychelles Board of Investment, taking into account the interests of the domestic economy and consumers, as well as the development of economic activities in Seychelles. The regulations also impose financial restrictions on foreign capital in certain types of resident companies.

Investment Legislation

The Government of Seychelles has established SIB (Seychelles Investment Bureau) as a one-stop shop for all matters related to business and investment in the country. The main functions of SIB are to promote investment and facilitate investment processes within the country's administrative and legal system.

SIB, in cooperation with other government agencies, also assists in the screening of potential investment projects. It has also implemented a digital customer relationship management system to track applications submitted by investors.

Licensing

In order to carry on any business activity in Seychelles, you must register your business with the Registrar as specified in the Companies Act 1972 and hold the relevant licence issued by the Seychelles Licensing Authority (SLA) as specified in the Licensing Act 1986.

Exceptions to registration with the Registrar:

• Agricultural business projects must be registered with the Ministry of Environment, Natural Resources and Transport.
• Foreign vessels must be registered with the Maritime Safety Authority.
• Small businesses must register with both the Small Enterprise Promotion Agency (SEnPA) and Registrar.

Exceptions to obtaining a license with SLA:

• The Small Enterprise Promotion Agency (SEnPA) issues licenses for handicrafts and cottage industries.
• The agricultural sector, with the exception of livestock projects, does not require a license to operate.

Expropriation and Compensation

The Seychelles Investment Act 2010 states that any investment in Seychelles shall not be nationalized, expropriated or subjected to any indirect measure having equivalent effect, except as provided by law, in the public interest, for a public purpose, on a non-discriminatory basis and shall be accompanied by prompt and full compensation.

The Land Acquisition Act 1978, last amended in 1990, states that when the government takes possession of property, it must pay prompt and full compensation for property. The government may expropriate property in cases of public interest or public safety.

Dispute Resolution

In 1978, Seychelles acceded to the Convention on the Settlement of Investment Disputes between States and Nationals of Other States (ICSID Convention).

The legal basis for international arbitration exists in the Seychelles Commercial Code, the Seychelles Civil Procedure Code and the Seychelles Investment Act.

The country acceded to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards, which entered into force in May 2020.

Since April 1978, Seychelles has been a party to the Convention on the Settlement of Investment Disputes between States and Nationals of Other States. The country has signed five bilateral investment treaties (BITs), two of which are currently in force: the France-Seychelles BIT of 2007 and the Cyprus-Seychelles BIT of 1998.

Parties involved in investment disputes are encouraged to resolve them through arbitration and negotiation. The Seychelles Investment Act has established an Investment Appeals Panel to which dissatisfied investors may appeal a decision made by a government agency regarding their investment or proposed investment in Seychelles. In the event that investors are not satisfied with the decision of the Investment Appeals Panel, they may appeal to the Court of Appeal.

Investment Incentives

The Seychelles government has enacted legislation that provides investment incentives in several sectors. Examples include the Agriculture and Fisheries (Incentives) Act 2005, the Tourism Incentives Act, the Seychelles International Trade Zone Act and fiscal incentives under the Investment Code. Incentives under these laws most often take the form of tax breaks, tax holidays, duty-free access for imports of materials required for initial investment and fast-track work permits for expatriate employees who relocate to Seychelles.

SIB has a mandate to promote investment in Seychelles and assist in the screening of potential investments. According to SIB, the government does not provide investment guarantees, but Seychelles' public-private partnership structure allows public and private sector entities to jointly finance foreign direct investment projects.

• The government offers tax incentives in the form of value-added tax exemptions on imported goods that:
• conserve, generate or produce renewable or clean energy;
• conserve fresh or potable water resources, or reuse or recycle wastewater;
• recycle, reduce or reuse solid waste.

The government also provides rebates to businesses that use rooftop photovoltaic equipment to generate electricity.

Seychelles International Trade Zone

The International Trade Zone (ITZ) — is a zone created by an Act of Parliament for international trade in and through the Seychelles. The Seychelles International Trade Zone (ITZ) Act 1995 provides for the establishment of free trade zones which aim to combine the advantages of a free port and an export processing zone.

The ITZ is administered by the Seychelles International Business Authority (SIBA). The Authority is mandated by law to regulate and supervise activities that take place within any declared International Trade Zone in Seychelles, facilitating trade by providing the infrastructure necessary to meet the needs of redistributors, exporters and re-exporters of goods and services.

An application for an ITZ licence must be submitted to the Authority. The Authority must review each application and assess projects taking into account the integrity and reputation of the jurisdiction, the value of the project and the creation of jobs. All applications are treated with strict confidentiality.

The list of concessions available to ITZ license holders includes the following:

• Exemption from customs duties on certain capital equipment to be used in the ITZ.
• Exemption from certain taxes.
• Exemption from work permit fees.
• Right to full foreign ownership.
• Right to employ 100% foreign labor.
• Exemption from national labor laws.

Foreign companies enjoy the same benefits as local companies operating in the ITZ.

To comply with the Base Erosion and Profit Shifting (BEPS) standard of the Organization for Economic Cooperation and Development (OECD), the licensed export services under the International Trade Zone Act. Under the revised regime, an export services licensee will not be allowed to provide services other than repair and refurbishment of goods, warehousing and rental of warehouse space, or offer logistics services, provided that these activities involve goods physically handled in the ITZ.

In November 2023, the government approved the phased implementation of new laws on trade remedies. These laws protect the country from illegal dumping and allow it to take remedial action against harmful imports to its domestic industry through trade policy instruments.

Performance and Data Localization Requirements

Investors operating in Seychelles are expected to comply with the following obligations:

• Comply with the provisions of the applicable laws on investment procedures and carry out investment activities in accordance with the permits received. This includes responsibility for the accuracy and truthfulness of the materials presented in investment proposals and registrations.
• Fully comply with their financial obligations, including tax obligations, in accordance with the law.
• Comply with the provisions of the accounting and auditing laws.
• Comply with the provisions of the laws on the registration of businesses and other legal entities.
• Comply with the provisions of the labor laws and regulations.

The Seychelles Information Commission is the competent authority for the enforcement and implementation of the Data Protection Act (DPA) and has the power to conduct audits, investigations and impose fines.

The DPA 2023 imposes an obligation on data controllers/processors to make publicly available information in their possession and to adopt a privacy policy that provides a detailed and accurate presentation of the subject’s data processing and transfer activities.

Entities engaged in data processing activities Processing high-risk data are required to carry out Data Protection Impact Assessments. The DPA also includes measures to regulate the transfer of personal data outside of Seychelles. Entities engaged in cross-border data transfers must adhere to certain safeguards and mechanisms to ensure that personal information is protected at all times in accordance with international data protection standards.

There is currently no legal requirement for overseas IT service providers to hand over their source code or provide access to the encryption they use.

Property Rights (Real Estate)

Courts in Seychelles enforce property rights. Mortgages and liens are enforceable, and the Land Registrar resolves land disputes.

All land in Seychelles is either publicly or privately owned. In 2014, the government stopped selling state land to foreign nationals. However, that same year it also announced a more flexible land ownership policy, under which foreign nationals would only be able to buy private land if they met a set of criteria and received permission from the Seychelles government.

The new policy also stated that foreign nationals buying land rights will not be able to buy government land in Seychelles and are also prohibited from buying land under the government's Land Bank scheme, which is designed to allow citizens to obtain land at a reduced price.

The policy also provides for the possibility for foreign nationals to obtain long-term leases for specific developments on government land, which applies to all the outlying islands of the Indian Ocean archipelago.