Seychelles: Types of Company
International Business Company
The International Business Company is the most widely used vehicle for offshore operations in the Seychelles; it normally takes the form of a private company limited by shares, but can also be a Limited Life Company. The governing legislation is the International Business Companies Act 1994 (as amended). Statutory requirements are minimal, and flexible:
- Only one director and one shareholder are required;
- Shareholders, directors and officers need not be resident in the Seychelles and there is no stipulation as to their nationality;
- There is no minimum capital requirement; shares may be either registered or bearer and may be issued in any currency;
- Prior to 2012, accounts need not be kept; however, if they are kept there is no requirement for an audit.
- No returns are needed of shareholders, directors or officers;
- Shareholders and directors meetings need not be held in the Seychelles and can be held by telephone;
- A copy of the share register must be kept in the Seychelles (this rule is effective from 27 December, 2011 and all IBCs must comply by 1 January 2013. This rule also applies to a register of directors and officers.
- The Memorandum and Articles of Association are the only documents to be held on the public record.
IBC status is granted subject to certain conditions:
- No business may be transacted with residents of the Seychelles;
- No ownership interest in real property in the Seychelles is permitted; property may be leased for office use only;
- Banking or trust business may be carried on only if an appropriate license is issued;
- Likewise, a licence is required to carry on insurance or re-insurance business;
- Engaging in the business of company management or providing registered facilities for Seychelles-incorporated companies is not permitted.
IBCs are permitted various activities within the Seychelles without compromising their offshore status under the Act; these include:
- professional contacts with lawyers, accountants etc;
- preparation and maintenance of books and records;
- the holding of directors' or shareholders' meetings;
- ownership of shares in other Seychelles companies, whether under the Act or the Companies Act 1972;
- ownership of Government or Central Bank securities;
- ownership of a vessel registered in Seychelles.
It is usual to use a registered agent in the Seychelles to incorporate an IBC (eventually it is obligatory to appoint one anyway). Fees for incorporation of an IBC are based on the company's authorised share capital. Normally, the incorporation process takes no more than one day; however, for banks, trust companies and insurers the process is lengthier (see Offshore Business Sectors).
Statutory incorporation fees used to be USD100 for capital up to USD100,000, and USD1,000 for capital over USD100,000. However, there is no longer any increase in licensing fees for share capital above USD100,000. Share capital is unlimited.
The annual renewal fees are also set at USD100, but are subject to a 7.5% tax. These fee levels are fixed for the life of the company, whatever changes may be made for new companies.