Company Formation in Seychelles - Offshore Starting & Set Up

Legal system of Seychelles is based on English common law and French civil law (civil code of Seychelles is based on Napoleon code, and criminal code is based on English law). Among the main corporate laws are Companies Ordinance, International business companies act, International trusts act, etc. Seychelles legislation, IBC Act in particular, allows incorporation of offshore companies.

Under the legislation of Seychelles, the following types of commercial entities may be established in Seychelles to carry on business:

• Company limited by shares;
• Company limited by guarantee;
• Company limited by shares and guarantee;
• Limited Partnership;
• Special License Company;
• Protected Cell Company;
• International Business Company.

The most common structure is the International Business Company (IBC). IBC is usually registered as a company limited by shares. It is possible to buy a shelf company of this type or to incorporate a new one. The Registry timescale to incorporate a new company is 2 daysrs. The timescale for a new turnkey entity is two weeks.

The requirements to the company names in Seychelles are the following:

• the name of a company should include a suffix to denote the type of entity: “Limited”, “Corporation”, “Incorporated”, or the related abbreviation: “Ltd.”, “Corp.”, “Inc.”;
• it may be registered in any language, but if the name is not in a state language, it is required to provide a translation of transliteration into English or French;
• it should not be identical or similar with an existing company name;
• it should not contain the words “Bank“, “Building Society“, “Chamber of Commerce“, “Chartered“, “Cooperative“, “Credit Union“, “Government”, “Licensing”, “Municipal”, “Parliament”, “Police”, “Royal”, “Tribunal”, “Stock Exchange” or a word or abbreviation conveying a similar meaning. “Airline”, “Assurance”, “Bitcoin”, “Bureau de Change”, “Casino”, “Charity”, “College”, “Council”, “Foundation”, “Fund”, “Gambling”, “Gaming”, “Hospital”, “Insurance”, “Insurer”, “Lottery”, “Military”.

To register an IBC company in Seychelles, you need to go through the following procedure:

1. Obtain an approval of a company name from the Registrar

A company has a right to reserve a name for 30 days for future adoption.

Should an ICSP request to extend the reservation period of a proposed name prior to the relevant expiry date of the reservation period, the request must be submitted together with the prescribed fee of US$25 per name.

2. File Articles and Memorandum of Association to the Registrar

The Memorandum must include:

• the name of the company;
• the full address within Seychelles of the registered office of the company;
• the name and full address within Seychelles of the registered agent of the company;
• the objects or purposes for which the company is to be incorporated;
• the currency in which shares in the company shall be issued;
• a statement of the authorized capital of the company;
• information on shares.

The Articles and Memorandum must be written in English and French or accompanied by a translation into these languages certified by the registered agent. Both documents should also be signed by a person in the presence of another person who must sign his name as a witness.

The Articles, if not submitted for registration with the Memorandum shall be submitted within 30 days following the date of incorporation.

Upon registration of the Memorandum a Certificate of Incorporation signed by Registrar is issued.

There are a number of restrictions on the activities of business companies in Seychelles. The IBC act prohibits an IBC from:

• carrying on business with persons resident of the Seychelles;
• owning an interest in real property situated in the Seychelles, except lease property for office purposes;
• carrying on banking business, insurance or reinsurance business;
• carrying on the business of providing offices for companies;
• trust business;
• engaging in international corporate, trust or company incorporation services.

A company that willfully contravenes the above requirements, or a director who knowingly permits the contravention, are liable to a penalty of 100 SCR for each day or part of it during which the contravention continues.

Every IBC must maintain a registered office address in Seychelles which shall be the same address as that of its registered agent. The Registrar shall receive notice of any change of the registered office. Failure to comply with this requirement will subject the company to a penalty of 100 SCR and an additional penalty of 25 SCR per day for each day of non-compliant business.

The following information and documents shall be kept at the registered address: a register of all shareholders, directors and officers; minutes of all meetings; copies of all resolutions consented to. According to the latest changes in law, it is also required to keep accounting records at the registered office or a resolution on the other address. A copy of the Share register is now required to be kept at the registered office.

A Seychelles IBC is not required to have a common seal.

The redomiciliation of companies either to or from Seychelles is permitted.

A foreign jurisdiction company may continue its existence as a Seychelles IBC or CSL requires the following:

• approval of the necessary resolution by the corresponding body (directors or shareholders);
• availability of the foreign company’s name for registration in Seychelles. If such name is already taken or unavailable for a different reason, the name of the continued company would have to be amended or changed;
• submission of a number of documents to the Registrar to confirm the legal existence, good standing and proper resolution of the foreign company to be continued in the Seychelles:
• copies of the Certificate of Incorporation, Memorandum and Articles;
• Notice of Continuation;
• apostilled copy or original Good Standing Certificate;
• a written authorization designating persons who may give such notice to the Registrar, and Articles of Continuation.

Upon the registration of the articles of continuation, the Registrar shall issue a certificate of continuation. Redomiciled company is registered with the Seychelles Register within 1 day.

To transfer its domicile to a foreign jurisdiction permitting such a transfer a Seychelles should have:

• Resolution of directors/ shareholders;
• Payment of all fees and any pending penalty;
• Compliance with the laws of the relevant jurisdiction.

As a result, the Registrar shall strike off the name of the company from the Register and publish a notice of the striking off in the Gazette; the company continues to be liable for all of its debts, liabilities and obligations that existed prior to its continuation outside Seychelles; any claims, convictions, orders, proceedings, etc., pending by or against the company, or against any member, director, officer or agent thereof, remain in force.

A sole director, a natural person or a body corporate, can register an IBC in the Seychelles. The sole director can also act as the sole shareholder. Director’s details are disclosed to the local agent, but do not appear on the public file. There is no legal requirement that the directors be residents of the Seychelles. Apart from the director, the company does not have to appoint any other officers.

A Seychelles IBC need not appoint a company secretary, although it is customary to do so. The secretary may be a natural person or body corporate of any nationality and need not be resident in the Seychelles.

A Seychelles IBC may have one or more shareholders, individuals or corporations of any nationality or residence. Shareholders’ details are disclosed to the local agent, but do not appear on the public file. The board meetings or the meetings of the shareholders of a company may take place anywhere in the world. Annual meetings are not required.

Since December 1, 2016 any Seychelles company must have its own internal register of beneficiaries. The data must be located at the registered office of the company in the Seychelles.

Exceptions to the requirement to keep a beneficial owner register are companies whose shares are listed on a recognized stock exchange or their subsidiaries.

The register must contain the following information about the beneficiaries:

• each beneficiary's name, address, residence, date of birth, and citizenship;
• information about each beneficiary's interest and its use;
• the date the beneficiary owned the firm;
• the date the beneficiary ceased to own the firm.

In the spring of 2020 the Beneficial Ownership Act 2020 was enacted, making it compulsory to keep a register of beneficiaries of companies.

The Act applies to all offshore companies registered in Seychelles (both local and IBC), as well as unincorporated structures (partnerships and trusts).

Access to the register of beneficiaries of the company is NOT open. Only the registration agent has access to this information.

The share capital of an IBC can be denominated in any currency. There is no minimum or maximum authorized share capital. No payments deadlines are set for the authorized capital. Usually the share capital is 5,000 SCR which is divided into 5,000 shares of 1 SCR each. The minimum issued capital is either one share of no par value or one share of par value.

According to the IBC (Amendment) Act, 2013, bearer shares are no longer permitted. Every company which has issued bearer shares shall recall and cancel such shares within 6 months from the commencement of the Act (November 26, 2013), and the company shall issue registered shares in substitution of the cancelled bearer shares. Any bearer shares which have not been cancelled shall thereafter be null and void.

Seychelles companies are renewed annually and the renewal normally includes payment of fees for nominee directors and shareholders (if any), registered office and license fee for filing with the Registrar, which is set up once for the entire company’s life, regardless of any future changes in the Company’s capital.