SEYCHELLES

The Seychelles group of islands in the Indian Ocean comprises over one hundred named islands, most being situated between four and five degrees South of the equator. The largest island is Mahé.

TYPE OF TRADING COMPANY

Seychelles International Business Company's ('IBC's') are incorporated in the Seychelles under the International Business Companies Act, 1994.

Seychelles IBC's are now amongst the most popular offshore vehicles in the world due to the low annual Government licence fee, same day incorporations, privacy and asset protection, ease of administration and acceptability to international banks.   They are not on any OECD or FATF blacklists.

Seychelles IBC's may not own real estate in the Seychelles, carry on business there, and may not carry on banking or trust business or insurance or re-insurance business. Otherwise, they may engage in any activity that is not illegal under the laws of the Seychelles subject to any restrictions in their Memorandum of Association.

PROCEDURE TO INCORPORATE

The registered agent delivers the Memorandum of Association to the Registry. The Articles of Association can be filed either at the same time or within 30 days of incorporation.

RESTRICTIONS ON TRADING

IBC's cannot carry on business within the Seychelles (though statutory exceptions include maintaining records and a bank account in Seychelles, holding company meetings, and engaging local advisors etc.) They cannot undertake the business of banking, insurance, assurance, reinsurance, fund management, asset management (other than the company's own assets) or any other activity that would suggest an association with the banking and insurance industries. A Seychelles IBC cannot sell its shares to the public or own real estate.

POWERS OF COMPANY

A Company incorporated in the Seychelles has the same powers as a natural person.

LANGUAGE OF CORPORATE DOCUMENTATION

A Seychelles Company is typically incorporated using the English language and with an English name. However, an IBC name can also be registered in any language but will require a translators certificate (English or French translation). It is also possible to have bilingual Memorandum and Articles in English or French and any other language

NAME RESTRICTIONS

An IBC cannot register with any name that has already been incorporated in the Seychelles, or is so similar to an existing name it may cause confusion. Any name which in the opinion of the Registrar is considered undesirable, obscene or offensive will also be rejected.

COMPANY NAMES

The different types of companies permitted under the Act have different name endings. Companies limited by shares or guarantee will use the endings Limited , Corporation, Incorporated,  Société Anonyme or their abbreviations. A wide variety of other suffixes such as BV, GmbH, and SARL may also be used.

LANGUAGE

French and English are widely spoken.

REGISTERED OFFICE REQUIRED

An IBC must be maintained in the Seychelles and requires a registered office at the office of a licensed Registered Agent.

AUTHORISED and ISSUED SHARE CAPITAL

Most companies are normally incorporated with an authorised share capital of US$ 100,000 at par value. This being the maximum for the minimum licence fees. The authorised share capital may be expressed in any currency. The minimum issued capital is either one share of no par value or one share of par value

CLASSES OF SHARES

The Company can have registered shares, bearer shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights. Nominee shareholders are permitted.

DISCLOSURE OF BENEFICIAL OWNERSHIP TO AUTHORITIES

There is no disclosure of the beneficial owner(s).

TAXATION

There is no taxation of corporate income in the Seychelles.

DOUBLE TAXATION AGREEMENTS

There are no double taxation treaties in the Seychelles.

GOVERNMENT LICENCE FEES

For an IBC with an Authorised Share Capital of up to US$ 100,000 the annual licence fee is US$100.
For and IBC with an Authorised Share Capital over US$100,000 the annual licence fee is US$1,000.

FINANCIAL STATEMENT REQUIREMENTS

The company is required to keep financial records that are sufficient to show and explain the company's transactions and will at any time enable the financial position of the company to be determined with reasonable accuracy. No filing of annual returns is required.

MEETINGS

No annual general meetings are required.

DIRECTORS

The minimum number of directors is one. Directors may be natural persons or bodies corporate. They can be of any nationality and need not be Seychelles resident.

COMPANY SECRETARY

A company secretary is not a requirement under the law and is not typically appointed. However a secretary can be appointed to assist with the administration and signing obligations if desired.

SHAREHOLDERS

The minimum number of shareholders is one. Shareholders may be natural persons or bodies corporate and of any nationality.

CAPITAL

No minimum capital is required. Shares may be issued with or without par value and in any currency as permitted by the Memorandum of Association and Articles of Association. A minimum of one share should be issued to maintain limited liability of the Directors.