Seychelles IBC (International Business Company)

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Seychelles IBC (International Business Company)

The Seychelles IBC (Seychelles International Business Company) is the most popular type of Seychelles offshore company due to its flexibility, fast incorporation (24 hours or less), low Government fees (US$150 per year) and excellent legal framework. The Seychelles IBC is a popular vehicle for use as a special purpose vehicle, holding company, trading company or investment company (including for use in regulated collective investment schemes).

Seychelles IBC Summary
General
Political Stability	Very Good
Legal System	Common Law/Civil Law Hybrid
Migration of Domicile Permitted	Yes (Incoming and Outgoing)
Non-English Language Names Allowed	Yes
Operational Objects	Any lawful activity except those restricted by the Act
Seychelles Capital Gains Tax	N/A
Seychelles Business Tax	0% on non-assessable or non-Seychelles source income (e.g dividends, income/interest/royalties/income from non-Seychelles sources); 30% on Seychelles source, assessable income
Other Seychelles Taxes?	None
Access to Double Taxation Avoidance Treaties	Yes, subject to minimum substance conditions
Corporate Requirements
Minimum Shareholders	One (may be corporate)
Bearer Shares Allowed	No
Minimum Directors	One
Corporate Directors Allowed	Yes
Company Secretary Required	No
Standard Authorized Share Capital	1,000,000 no par value shares
Minimum Paid Up Capital	Value of 1 Share
Corporate Seal Required	No
Local Requirements
Registered Office/Agent	Yes
Local Secretary	No
Local Directors	No
Local Meetings	No
Government Registry of Directors	Yes, limited access
Government Registry of Shareholders	No
Annual Requirements
Audited Accounts	No
Annual Return Filed	Yes
Annual Meeting	No
Meeting Locations	Anywhere, proxy also allowed
Incorporation Time	1 day

Seychelles IBC Company Information

Company Legislation

Seychelles International Business Companies Act, 2016.

Type of Company

International Business Company (IBC)

Names

The name of a Seychelles IBC may be in any language, however if other than English or French it must be accompanies by a translation to one of these two languages.
No Seychelles IBC shall be incorporated under the International Business Companies Act under a name that -(a) is identical with that of a statutory corporation or that under which a company in existence is already incorporated under this Act or registered under the Companies Act or so nearly resembles the name of another company as to be calculated to deceive, except where the company in existence gives its consent;(b) contains 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 the Government of any other country or the Government of that country;(c) is indecent, offensive or, in the opinion of the Registrar is otherwise objectionable or misleading or being confused with another company wherever registered, or is a registered trademark in Seychelles or elsewhere, or a product.
The name must end in any of the many approved suffixes found in Part 3 of the Schedule to the Seychelles International Business Companies Act, 1994, as amended.

Share Capital

The International Business Companies Act provides for a wide range of options in terms of structuring
the share capital of a Seychelles IBC which is summarized below:

There is no minimum or maximum authorised capital requirement for a Seychelles IBC .
Shares of a Seychelles IBC may be issued in a variety of forms and classifications and may include: Par or No Par Value, Voting or Non-voting, Preferential or Common, Redeemable (requires a fund license) and Non-Redeemable.

Shares may be issued for money or for other valuable consideration.
Shares may be issued before any payment is made.
Shares can be issued in any currency.

Members

A minimum of one member (shareholder or guarantee member) is required for every Seychelles IBC.
Each member may be either natural person (individuals) or legal person (other offshore companies, offshore foundations, offshore trusts and similar).
Nominees are permitted.
Members may be resident or non-residents of Seychelles.
Guarantee members are permitted where the Seychelles IBC is established as a not for profit or hybrid company (having both members and guarantee members).
Bearer shares are NOT allowed.

Directors and Officers

A minimum of one Director is required (sole shareholder permitted to also be the sole director) and a maximum of twenty Directors are allowed for every Seychelles IBC.
A Director may be a natural or legal person (corporate director).
Directors may be resident or non-residents of Seychelles (careful consideration must be given to this as directors resident in a high tax jurisdiction will bring tax risk to the Seychelles IBC).
While there is no requirement to appoint officers, the board may choose to do so.

Meetings of Shareholders and Directors

Seychelles IBC’s are not required to hold annual shareholder meetings .
While there is no statutory requirement for board meetings, it is often recommended for governance purposes and establishing the location of management and control (e.g. residency) for a Seychelles IBC to hold board meetings commensurate with the level of business each year.
When a meeting of shareholders or directors is held, a proxy may represent a shareholder or director and speak or vote on his behalf.
Meetings may be held anywhere in the world, including Seychelles, and may be conducted by telephone or electronic means.
If meetings of a Seychelles IBC are held, then it shall keep:
Minutes of the meeting of its shareholders and directors; and
Copies of all resolutions by shareholders and directors.

Company Secretary

The appointment of a Company Secretary is not mandatory for a Seychelles IBC.
Adopting a Corporate Seal is optional.

If appointed, a Company Secretary may be a natural or legal person (company).
If appointed, a Company Secretary may be of any nationality.

Taxation and Fees

Seychelles International Business Companies are taxed on a territorial basis.
Business tax is levied only on Seychelles source assessible income only at a rate of 30%. Most forms of foreign income are not taxable in Seychelles with a few exceptions whereby the company may need to demonstrate a minimum level of substance in Seychelles for particular activities (e.g. generating income relating to intellectual property).
Withholding taxes payable to non-residents are only assessible where the underlying income was deemed to be from a Seychelles source.
Annual government fees relating to establishing a Seychelles IBC and then ongoing maintenance are US$150.
Annual Government fees are due on the anniversary date of incorporation.

Compliance Requirements

Statutory Books and Records

A Seychelles IBC must maintain a Register of Directors, Share Register, Register of Beneficial Owners, Minute Book, copies of Resolutions and Accounting Records.
An up to date copy of the Register of Directors, Share Register and Register of Beneficial Owners must at a minimum be maintained at the Registered Office.
Where any of the other required documents are maintained at a place other than the Registered Office, the directors of a Seychelles IBC must resolve via board resolution the location where these are to be maintained and provide a signed copy of the Board Resolution to the Registered Agent.

Accounting and Audit Requirements

A Seychelles IBC is required to keep or cause to be kept Accounting Records.
“Accounting Records” means documents relating to assets and liabilities of the company including receipts and expenditure, sales and purchases and other transactions suitable to allow the company to produce financial statements.
There is no requirement for a Seychelles IBC to file annual accounts with the Registrar or any other Government entity or regulatory body in Seychelles.
There is no requirement to have an auditor.

Incorporation

The process of incorporating a Seychelles IBC takes 1 day from receipt of payment and all supporting due diligence documents for standard requirements.
“Shelf Companies” are allowed and available for immediate purchase.

Business Objects or Purpose

A Seychelles IBC may be incorporated under the International Business Companies Act for any object or purpose not
prohibited by the Act or by any other law for the time being in force in Seychelles.

Uses and Restrictions

Restricted Activities

A company shall not –

subject to subsection (3), carry on business in Seychelles;
own an interest in immovable property situated in Seychelles, or a lease of immovable property situated in Seychelles otherwise than as referred to in subsection (3)(f);
carry on banking business (as defined in the Financial Institutions Act) in or outside Seychelles;
carry on insurance business (as defined in the Insurance Act)“
- in Seychelles; or
- outside Seychelles unless it is licensed or otherwise legally able to do so under the laws of each country outside Seychelles in which it carries on such business;
carry on business providing international corporate services, international trustee services or foundation services (as defined in the International Corporate, Trustee and Foundation Service Providers Act) except“
- to the extent permitted under the International Corporate, Trustee and Foundation Service Providers Act; and
- in the case of carrying on such business outside Seychelles, if the company is licensed or otherwise legally able to do so under the laws of each country outside Seychelles in which it carries on such business;
carry on securities business (as defined in the Securities Act)“
- in Seychelles; or
- outside Seychelles unless it is licensed or otherwise legally able to do so under the laws of each country outside Seychelles in which it carries on such business;
carry on business as a mutual fund (as defined in the Mutual Fund and Hedge Fund Act) unless it is licensed or otherwise legally able to do so under the Mutual Fund and Hedge Fund Act or under the laws of a recognized jurisdiction (as defined in the Mutual Fund and Hedge Fund Act); or
carry on gambling business (as defined in the Seychelles Gambling Act), including interactive gambling business, –
- in Seychelles; or
- outside Seychelles unless it is licensed or otherwise legally able to do so under the laws of each country outside Seychelles in which it carries on such business.

For the purposes of subsection (2)(a), a company shall not be treated as carrying on business in
Seychelles by reason only that“

it opens and maintains an account with a bank licensed under the Financial Institutions Act;
it engages the services of or otherwise deals with counsel, attorneys-at-law, accountants, book-keepers, international corporate service providers, international trustee service providers, foundation service providers, mutual fund administrators or managers, securities dealers, investment advisers or other similar persons carrying on business in Seychelles;
it prepares or maintains its books and records within Seychelles;
it holds meetings of its directors or members, or passes written consent resolutions of its directors or members, in Seychelles;
it concludes or signs contracts in Seychelles, and exercises in Seychelles all other powers, so far as may be necessary for the carrying on of its business outside Seychelles;
it holds shares, debt obligations or other securities in a company incorporated under this Act or in a body corporate registered under the Companies Act;
it has any interest or entitlement as a beneficiary of a foundation registered under the Foundations Act;
it has any interest or entitlement as a beneficiary of a trust registered under the International Trusts Act;
it has any interest in a partnership registered under the Limited Partnerships Act;
it operates as a licensed mutual fund under the Mutual Fund and Hedge Fund Act;
shares, debt obligations or other securities in the company are owned by a resident person;
it is listed on a licensed securities exchange under the Securities Act;
it holds a licence under the International Trade Zone Act; or
subject to the provisions of the International Corporate, Trustee and Foundation Service Providers Act, any of its directors are resident persons.

A company may own or manage a vessel registered in Seychelles under the Merchant Shipping Act and the vessel may visit or be situated in Seychelles waters, provided that the company shall not carry on any business in Seychelles in contravention of section 5(2)(a), including, without limitation, fishing, charter or tourism business involving the vessel.

Typical Uses

The Seychelles IBC (International Business Company) is a flexible, tax exempt Seychelles offshore company ideal for a wide variety of uses such as a professional services company (PSC), property holding company, international trading company, royalty copyright and patent holding company or investment company or shipping company.