Seychelles IBC – an International Business Company – is the most popular and versatile type of offshore corporation available in the Seychelles. As most other classic offshore companies, Seychelles IBC is a tax-free corporation designed to engage into all types of international business. Being an IBC, it is subject to minimum red-tape. While being obliged to keep internal records and registries in good order, a Seychelles IBC does not nave to submit any financial reports to public file. There is also no mandatory audit requirement.
The formation, tax benefits and general structure of a Seychelles IBC is regulated by the Seychelles International Business Companies Act 1994.
The most important advantages and features of the Seychelles International Business Company:
A Seychelles IBC, by the definition of the law, is not subject to any tax or duty on income or profits. A shareholder of a Seychelles IBC is also not subject to any tax on his income derived from the IBC. These provisions are enshrined into Article 109.(1) of the Seychelles IBC Act, stated as follows:
109.(1) A company incorporated under this Act or a shareholder thereof shall not be subject to any tax or duty on income or profits accruing to or deriving from such company or in connection with any transaction to which that company or shareholder, as the case may be, is a party.
In order to qualify as an IBC, a Seychelles company must satisfy the following criteria:
- It may not carry on business in Seychelles.
- It may not own real estate in Seychelles.
- It may not do banking, insurance and registered agent business without special license.
However, a Seychelles IBC may still engage into any of the following:
- It may maintain Seychelles-based bank accounts and deposits.
- It may maintain books and records within Seychelles.
- A Seychelles IBC may maintain professional relationship in Seychelles with attorneys, accountants, trust and management companies, investment advisers or other similar persons.
- It may hold meetings of its directors in Seychelles.
- It may lease a property in Seychelles to use as office from which to communicate with members and where books and records can be kept.
- It may hold shares, debt obligations or other securities in another Seychelles IBC or in a Seychelles domestic company.
- A Seychelles IBC may also own a vessel or aircraft registered in Seychelles.
- Shares in a Seychelles IBC may also be held by a person resident in Seychelles.
Disclosure of personal data
The identities and personal details of the beneficial owners, directors and shareholders are NOT part of public record for a Seychelles IBC. At registration of a new IBC, the Registrar of Companies does not require any data whatsoever on who is the actual beneficial owner of the new company. This information is only known to the licensed Registered Agent of the company and is kept on internal file by the company. The internal corporate files of the IBC, like the Register of Members, Register of Directors and all Minutes and Resolutions, are kept at the offices of the Registered Agent.The only documents of a Seychelles IBC that are held on public record are the Memorandum of Association and the Articles of Association. These documents do not contain any indication as to the actual shareholders or the beneficial owners of the company.
There are strictly limited legal circumstances when a domestic government authority in Seychelles (namely, the Seychelles Financial Investigation Authority or the Seychelles Revenue Commission) may request a registered agent to disclose information that is on file of a particular IBC. Such disclosure may only happen as part of an ongoing investigation, and no blanket “fishing operation” disclosures are allowed.
The Republic of Seychelles is an independent country. As such, it is not sharing or reporting information to any overseas “principal”, or organization. Seychelles is not subject to the EU Savings Tax Directive, unlike some other offshore financial centres, which are related to the EU member states (primarily, to the UK and its overseas territories). The offshore financial services sector contributes significantly to the country`s GDP. There is an inherent interest with the government and with the general public to maintain and develop the country`s status as a competitive offshore financial centre.
Seychelles has one of the fastest Registries of International Business Companies in the world. New IBC`s are usually incorporated within 24 hours.
No paid-up capital required
A Seychelles IBC is not required to have any minimum paid-up capital in order to start its business operations. Any amount of authorized capital can be stated in the IBC formation documents, as required by the owners. (Authorized capital is a notional amount of capital that the company is allowed to draw from its shareholders in consideration for the company shares.) The amount of the authorized capital can be freely determined at incorporation by the owners of the IBC and there are no mandatory timeframes as to when such capital must be paid up by the shareholders. All in all, the capital structure of a Seychelles IBC can be extremely flexible and can accommodate all variety of business circumstances and needs.
Flexible corporate structure
A Seychelles IBC requires a minimum of only one shareholder, and one director, both of whom may be the same person. There is no requirement to have any local directors or shareholders and foreign individuals or corporate bodies can be shareholders or directors of a Seychelles IBC. Apart from the director, the company does not have to appoint any other officers.
The shareholders, directors and officers of a Seychelles Business Company may be individuals or corporations and of any nationality. Shareholder or Director meetings need not be held in the Seychelles and there is no requirement for a regular Annual General Meeting.
Meetings can be held by telephone or other electronic means; alternatively, directors as well as shareholders may vote by proxy.
A large variety of the type and form of shares
A Seychelles IBC may issue registered shares only, and any of these may be designated as voting shares, non-voting shares, shares having more or less than one vote per share, shares that may be voted only on certain matters or upon the occurrence of certain events, shares that may be voted only when held by persons who meet specified requirements, no par value shares, unnumbered shares, common shares, preferred shares, redeemable shares and shares that entitle participation only in certain assets. A Seychelles IBC may not issue bearer shares.
Name requirements for Seychelles IBC`s
A Seychelles IBC may not be registered under a name that is identical to the name of an existing Seychelles company. The registration of a new IBC may also be refused if its name so nearly resembles the name of another company as to be calculated to deceive, except where the (other) company gives its consent.
The “restricted names” for a Seychelles IBC are those that contain 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 that, in the opinion of the Registrar, suggests or is calculated to suggest the patronage of 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 incorporation of a company under a name that includes the word “Seychelles” if the Registrar thinks there is a good reason for doing so.
The Registrar may also refuse the registration of any particular name if, in the opinion of the Registrar, such name is indecent, offensive or, in the opinion of the Registrar is otherwise objectionable or misleading.
The name-ending denoting the type of company
The name of a limited company, shall end with a word or abbreviation denoting a corporate body or limited liability. The most popular name-endings include any of words like “Limited”, “Corporation” or “Incorporated”; the words “Societe Anonyme” or “Sociedad Anonima”; the abbreviation “Ltd”, “Corp”, “Inc”, “GmbH”, “AG”, “OY” or “S.A.”; or several other word or words, or abbreviations thereof. The actual choice of available corporate endings of the name of a Seychelles IBC is very wide, including abbreviations in many European languages. The full list of those endings and abbreviations can be found in Part III, Section 11(1) of the Seychelles International Business Companies Act.
|Registration Services||Cost, US Dollars, Incorporation||Cost, US Dollars, Prolongation|
|Registration of an IBC (no Apostille and courier delivery)||680|
|Registration of an IBC (including services of Nominal Director)||900|
|Registration of an IBC (including services of Nominal Shareholder)||900|
|Registration of an IBC including services of Nominal Director and Shareholder||1300|
|Annual Secretary Service (including government fee, services of registered agent and legal address)||650|
|Providing the Certificate of Good Standing||100 (no apostille)|
|Providing the Certificate of Incumbency||100 (no apostille)|
|Other Legal services||on demand|