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Seychelles: Types of Company

Special Licence Company

Special Licence Companies (CSL) are formed under the Companies (Special Licence) Act, 2003 (the Act). Unlike the IBC, a CSL may carry on permitted business inside as well as outside of Seychelles. The CSL entity is a Seychelles domestic company (under the Companies Act 1972), which is granted a special licence under the Act. A CSL has substantial statutory tax advantages (see Offshore Legal and Tax Regime) including access to the Seychelles Double Tax Agreements, of which that with China is of particular current interest.

Key features of the CSL are as follows:

  • A CSL may carry on any business as permitted under the Schedule to the Act - including as an international holding company, a headquarters company, a franchise company, a marketing company, a company holding intellectual property, an investment company, etc.
  • Bearer shares are not permitted;
  • Nominee shares are permitted, but the name and address of beneficial owner is required to be disclosed to the Registrar of Companies. This information is not made publicly available by the Registrar.
  • Foreign shareholders are permitted;
  • There is a minimum of 2 Directors, who may be located outside of the Seychelles;
  • A Seychelles-resident Company Secretary is required;
  • Directors' or shareholders' meetings can be hekd anywhere, including by telephone or video-link;
  • An annual company return and audited accounts must be filed;
  • There is provision for "redomiciliation" - a foreign or Seychelles IBC may be continued as a CSL - and an CSL may redomicile to another jurisdiction.

 

 

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