Seychelles Company Registration Guide

Basic Information

Located in Indian Ocean, Seychelles has become an emerging place for offshore company registration. The vast majority of companies formed in the Seychelles for offshore purposes are incorporated under the International Business Companies Act 1994 (see below). However this law did not supersede the existing Companies Law 1972, which is based on English law and is used to form various types of company used by businesses trading in the Seychelles, and also for offshore businesses which are not permitted to use the IBC form, such as banks, insurance companies and mutual funds.

Companies formed under the Companies Act 1972 can be private companies limited by shares, by guarantee, or hybrid; or they can be unlimited, but that is rare. Public companies can also be formed under the Act. For all these types of company, Memorandum and Articles of Association must be filed at the Companies Registry, along with the registration fee.

Foreign companies can re-establish themselves in the Seychelles by way of continuation without the necessity for reciprocal arrangements in the original country of incorporation. An IBC wishing to leave the Seychelles may do so.

In 2003, the government legislated for additional types of company: Special License Companies, Protected Cell Companies and Limited Partnerships. In 2009, Foundations Lemon Accountancyre added to the Seychelles financial services offering.

In 2011, the government passed Internations Business Companies (Amendment) Act 2011 which requires all Seychelles companies to keep proper accounting records. The records are required to show the IBC's transactions and must enable an IBC's accounts to be prepared accurately. All records must be kept at the registered address of the IBC. If records are to be kept at a different location, the IBC is required to inform the registered agent of the location of the documentation.

Basic Requirements

(1) Only one director and one shareholder are required;

(2) Shareholders, directors and officers need not be resident in the Seychelles and there is no stipulation as to their nationality;

(3) There is no minimum capital requirement; shares may be either registered or bearer and may be issued in any currency;

(4) Prior to 2012, accounts need not be kept; hoLemon Accountancyver, if they are kept there is no requirement for an audit.

(5) No returns are needed of shareholders, directors or officers;

(6) Shareholders and directors meetings need not be held in the Seychelles and can be held by telephone;

(7) 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.

(8) The Memorandum and Articles of Association are the only documents to be held on the public record.

Advantages of Seychelles Companies

(1) Competitive License fees fixed for life

(2) No requirement to disclose the identity of the shareholders of an IBC without a court order

(3) Directors may be elected at the first company board meeting

(4) No minimum capital stipulation

(5) Only one director and one shareholder is required

(6) All civil proceedings in respect of IBCs may be heard by a judge in Chambers

(7) An IBC may own or manage a vessel or aircraft registered in Seychelles

(8) No need to file accounts with the Registrar, although the company must keep accounting records for 7 years, from the date of completion of the transactions to which they relate

(9) Confidentiality is guaranteed by law

(10) Seychelles incorporation is fast and straightforward

Documents Required for Registration

(1) At least one shareholder and director are required for IBC (International business company)

(2) At least two shareholders and directors are required for SLC(Special licensed company)

(3) Local registered address

(4) Standard authorized capital (USD 1 million for IBC)

(5) English Name or Chinese Name

(6) Photocopy of ID or passport of shareholders and directors

(7) It takes about 10 working days for the entire registration process, and about 3 working days for ready-made companies

Company Package

(1) Company Kit

(2) Chop and Seal

(3) Certificate of Incumbency

(4) Appointment of First Director(s)

(5) Practice Notes

(6) Consent to Act as Director(s)

(7) Application for share(s)

(8) Register of Directors

(9) Register of Members

(10) Register of Secretaries

(11) Register of Transfers

(12) Register of Charges

(13) Share Certificate

(14) Certificate of Guarantee of Quality

(15) Certificate of Incorporation

(16) Memorandum & Articles (M&A)