At the same time, one of the most popular resorts and one of the most famous offshores, the Seychelles, despite its small area and small population, plays a significant role in the global economy and international business. Seychelles company registration is now still an acceptable way in many cases to optimize the tax burden and diversify assets.

 

Among the main advantages of this jurisdiction is the opportunity to maintain confidentiality for business owners, gain operational flexibility, and take advantage of tax benefits. Seychelles continues to operate according to the territorial principle of taxation*. All this within a stable legal and political-economic system that supports international companies.

 

*Note: The territorial principle of taxation is a system of tax collection under which both residents and non-residents pay tax only on income earned in or from sources within the jurisdiction. Income earned outside the jurisdiction is not taxed.

 

Lawrange has been recommending this offshore company to its clients for many years as a proven option. Specializing in international business support and asset protection, our team is ready to develop individual schemes for the creating of multi-level (holding) structures, funds and so on with the registration of the company in Seychelles. At the clients’ request, we provide a number of additional services from opening a corporate bank account to organizing accounting services taking into account the requirements of the jurisdiction.

 

General characteristics of the jurisdiction

A group of 115 islands and small islets in the Indian Ocean has an official name Republic of Seychelles and part of the British Commonwealth. The legal system is based on English common law and French civil law. Favorable corporate legislation attracts many foreign entrepreneurs. The local population of the islands (120 thousand people) is of mixed French, African, Indian, Chinese and Arab origin.

 

There are three official languages ​​in the country: English, French, and Creole. Although the currency is the Seychelles rupee, the euro and US dollar are also widely used. Registration of foreign firms – the most important item of state budget income. The country profits from related fees paid by non-residents.

 

Please note! As of 2024, the Seychelles is an offshore: it is included in the EU gray list and the black list of the Cabinet of Ministers of Ukraine. However, in some cases, registering a business here remains a profitable solution. For example, Seychelles can be seen as an ideal access point to markets in Africa, Asia, and the Middle East. Establishing a company on the islands is suitable for activities such as e-commerce, intellectual property management, cryptocurrency projects, consulting, Forex, and so on.

Advantages of opening a company in Seychelles

Numerous entrepreneurs and investors from all over the world are considering this side as a strategic outpost for the implementation of its projects. The jurisdiction’s economic policies and legal framework are designed to attract and facilitate foreign investment, and therefore company registration in Seychelles – a very attractive option for transnational businesses.

 

Please note! It is not for nothing that experts consider the Seychelles to be the simplest, most effective and affordable option for a classic offshore. Foreign entrepreneurs are provided with a number of advantages, including offshore taxation – a complete tax-free environment for income received outside the country, as well as no minimum capital requirements, confidentiality for shareholders and directors. The registration process is simple and quick and can often be completed within a few days.

 

Confidentiality

Island governments do not pressure corporations and businesses to disclose their organizational details. Data of shareholders and directors are not published anywhere and are in the holdings of the registered agent, who is required by law not to disclose them. Moreover, the law allows the use of the services of nominee directors and shareholders, which is an additional guarantee that information about the beneficiaries will not be made public.

 

Simplified company registration procedure

The entire procedure for establishing a company can be completed in a few days. Moreover, this can be done remotely through a registered agent. No travel is required. All documents (including Memorandum and Articles of Association, identification documents of directors and shareholders) can be submitted online.

 

Political and economic stability of the jurisdiction

In recent decades on the islands there were no economic or political upheavals, coups d’état. The jurisdiction is distinguished by balanced legislation, in particular in the corporate sphere; business is invariably provided with support from the state.

 

Opportunity to buy a ready-made offshore company

If, for some reason, setting up a company in Seychelles from scratch is not suitable, the option of purchasing ready-made companies of various organizational and legal forms from our list is available. Wherein you can buy a company with or without a history of activity. If the list does not include the OLF that interests you, you can order the selection of the required option, which will take a little more time.

 

The developed banking sector

So far, banking in the jurisdiction is on the way to meeting international standards. OECD notes marked improvement in operating activities in recent years. However, if necessary, AA Lawrange specialists will help you choose a solution for opening a bank account for a company in another jurisdiction.

 

Possibility of redomiciliation

The jurisdiction allows for the procedure of “relocating” a business. Companies from some other jurisdictions can be “relocated” to the Seychelles. And vice versa, for an IBC (International Business Company) from the Seychelles, redomiciliation to some other jurisdictions is possible.

 

Forms of doing business in Seychelles

If company registration in Seychelles is carried out by a non-resident, and the enterprise will not conduct activities on the islands, then it will be an International Business Company (IBC), regardless of its legal form. Activity in such companies are regulated by the International Business Companies Act 2016.

 

A Seychelles IBC is a legal entity designed for international business activities. The law provides for tax exemption, economic efficiency, confidentiality, and ease of administration for such companies. The law also provides a strong foundation for using Seychelles enterprises as a platform for conducting cross-border business or for building a holding and investment worldwide.

 

Enterprises with issue of shares

Joint Stock Company (Company Limited by Shares) the memorandum limits the liability of participants to the value of the shares owned by these participants. Such a company is registered with a share capital consisting of shares with or without par value.

 

Limited Liability Organizations

A Company Limited by Guarantee limits the liability of members to a fixed amount, which each member undertakes, in the event of liquidation, to contribute to the assets of the company by way of guarantee rather than on the basis of holding any shares.

 

Please note! In both of the above-mentioned OLFs, personal assets are separated from the debts and obligations of a legal entity, and therefore protected.

 

Hybrid companies

A Company Limited by Shares and Guarantee is a legal entity in which the liability of the participants is limited to the value of the shares that belong to these participants and the guarantee.

 

Other legal forms

Protected Cell Company – an enterprise whose assets and liabilities are divided into several portfolios (cells). This isolates the assets and risks associated with a business within one or more of the company’s portfolios. The rights of creditors are limited to the property of the portfolio with which they are associated.

 

A Limited Life Company is created for a specified period of time or until a certain event, which is fixed in the constituent agreement. Such an event, for example, could be the death or retirement of one of the participants.

 

Special License Company combines the characteristics of an offshore and onshore enterprise. If register a company in Seychelles in this organizational and legal form, then it is necessary to take into account: for it, the legislation establishes more stringent requirements in comparison with other OLF. For example, at least two directors are needed, as well as an annual audit. But such a company can take advantage of double taxation agreements.

 

Partnerships and trusts are quite common in the Seychelles and are regulated by separate laws. The feasibility of their creation must be weighed against specific business goals. In particular, limited partnerships that provide pass-through taxation are well suited for joint ventures.

 

Please note! Offshore banks, insurance companies, and investment or hedge funds are often established on the islands.

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Features of creating a business in the Seychelles

Let’s look at what the process of incorporation of a legal entity by a non-resident looks like step by step:

 

Stage 1. Consultations and preparation. 

At this stage, it is important for us that you decide on the key points: which OLF is best suited for achieving your business goals. We will ask you to prepare three names for the company, and will also provide you with a list of documents that need to be collected.

 

Stage 2. Establishment of a company.

Within approximately one week after you submit the package of documents, the work on registering a legal entity will be completed. We will send you documents related to the newly registered company.

 

Stage 3. Opening a bank account.

It may take about four weeks or even longer to resolve the issue with a corporate account. Due to the offshore reputation of Seychelles, banks are reluctant to take on client companies that are incorporated there. Therefore, you need to prepare to submit an application to several banks and lengthy negotiations. However, with the support of AA Lawrange, the issue with the bank account can be completely resolved.

 

Requirements for registering a company in Seychelles

Even after changes have been made to the country’s legislation designed to reduce the risks of money laundering and terrorist financing, setting up a company on the islands remains a simple and democratic process with a minimum of requirements. Let’s look at the key points.

 

Authorized capital

In legislation, there are no requirements for minimum and maximum authorized capital. Statutory capital can be expressed in any currency. Shares can be issued with or without par value. Already in the course of its activities, the company can amend its Memorandum and Articles of Association to increase or decrease its authorized capital. The registrar must be informed of this within 30 days.

 

The structure of the company

  • Director: at least one, may be a natural or legal person of any nationality/from any jurisdiction. Information about the company’s directors is not publicly available.
  • Secretary: not required.
  • Shareholders/founders: at least one. Information about shareholders is not publicly available.

 

Please note! Shareholder and Director may be the same person. In addition, the use of a nominee service (nominee director/shareholder) is allowed.

 

Company name

To those who want to create a company in Seychelles, you need to take care of its correct name. Can not use:

 

  • names that are identical or very similar to the names of existing companies;
  • words that suggest a connection with the government;
  • any names that may indicate prohibited or licensed activity (e.g., Assurance, Bank, Building Society).

 

At the end of the name, you must use the words or abbreviations Limited, Corporation, Incorporation, Ltd, Corp, Inc. You can name the company in any language, but the name must be translated into English or French (such a translation must be added to all official documents).

 

Registration address

Each foreign company in the islands must have a registered agent, in whose office information and documents of this legal entity will be stored (constituent and accounting documentation, registers, minutes of shareholder meetings, decisions, and so on).

 

The process of registering an offshore company in Seychelles

You don’t have to perform any complicated steps. The process involves filling out standard forms and submitting pre-prepared documents. The state fees are paid, the registration procedure is carried out, and the applicant receives the appropriate certificate.

 

Filling out the registration application

An application for business registration, along with additional documents, is submitted to the Seychelles International Business Authority (SIBA). It is the universal regulator of offshore business activities and the registrar of international business companies.

 

Preparation of necessary documents

All documentation necessary is provided in English or with a certified translation into English. The package of documents must include:

 

  • a completed application form with information about directors and shareholders;
  • copies of passports or other identification documents;
  • proof of residential addresses (recent utility bills or bank statements).

 

Please note! If a legal entity acts as a shareholder, its constituent documents will be required. If you need nominee service, you will need a power of attorney, consent, and a statement from the nominee director.

 

Formation of authorized capital

In Seychelles, the share capital of international business companies (IBC) can be even 100 US dollars. A company may issue just one share, with or without par value. In addition, IBCs can issue registered, preferred and other types of shares.

 

Payment of duties

The state fee for registering an IBC company, regardless of the declared authorized capital, is 130 USD + tax on ICSP (Integrated Community Sustainable Development Planning) 20 USD 20 = 150 USD.

 

A certificate of registration of a company in Seychelles

After successful processing of documents, the Seychelles authorities will issue a Certificate of Incorporation. This is legal proof of the existence of the enterprise, and you can start commercial activities. The certificate contains the company registration number.

 

When the company registration in Seychelles will be completed, AA Lawrange specialists can send paper documents to the client using DHL or another courier service. Delivery time will be about 5 days after registration, depending on your place of residence.

 

Opening a bank account

Seychelles banks are not the best option for opening a corporate account. The country has acquired an offshore image. And once financial institutions see transactions to or from that jurisdiction, they are often blocked. That’s why a bank account in the Seychelles can tarnish the company’s reputation, scare off investors and lead to delays in payments, international transactions and even freezing of accounts.

 

In such a situation, it is better to open an account for a company registered in Seychelles elsewhere. This is not an easy task, but it can be solved. You should prepare for lengthy negotiations with representatives of banking institutions. It is also likely that you will have to pay higher fees compared to what companies from other jurisdictions pay.

 

Please note! The AA Lawrange team is familiar with the problem of opening a bank account for a company registered on the islands. And we know how to contact bank representatives to open an account for a Seychelles company, so as not to be refused.

 

Good news! On February 20, 2024, the Council of the EU removed the Seychelles from the blacklist of jurisdictions that do not cooperate in the field of taxation. The country has been placed on the gray list, which includes jurisdictions that have committed to correcting shortcomings identified by the OECD.

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Taxation in Seychelles

Foreign IBC enterprises are completely exempt from taxes, provided that they do not operate in the jurisdiction. The exemption applies to corporate tax, VDT and dividends. The only thing required is annually pay a fixed fee to the budget: 150 USD. This fee must be paid every year before the date of registration of the legal entity. In case of late payment, a penalty of 10% to 50% will be charged.

 

Special License companies are required to pay income tax – 1.5%. Standard corporate tax is levied on companies at the following progressive rates: up to 1 million Seychelles rupees (up to approximately 73,000 USD) – 15%, over 1 million Seychelles rupees – 25%. Other taxes include: VDT – 15%, stamp duty – up to 12.5%, real estate tax – 0.25%.

 

Reporting and audit

Although registration of an offshore company in Seychelles (IBC) provides the opportunity not to submit annual reports and audit reports, The International Business Companies Act 2016 requires accounting records and store documents such as receipts, invoices, which allow the preparation of reports. The storage period for primary accounting documents is 7 years for all companies, without exception.

 

Accounting records should be kept with the company’s registered agent or in another location known to the registered agent. Large enterprises with a turnover of over 3,500,00 USD must also annually prepare and keep a financial balance sheet (Financial Summary) with the agent.

 

Treaties for the avoidance of double taxation

Although the Seychelles has concluded agreements to avoid double taxation with a number of countries (for example, China, Thailand, South Africa, Malaysia, Cyprus), an IBC offshore company cannot take advantage of this. This feature is only available to Special License Company.

 

The time frame for registering a company in the Seychelles

With a lucky coincidence of circumstances, open a company in Seychelles possible in just 1 – 2 days. However, it takes several days collection and preparation of documents, and then for notarization and apostille, delivery of a package of ready-made documents for the company to the client. Therefore, the total registration period approximately up to two weeks.

 

Why you should contact Lawrange

Legislative regulation of international and, in particular, offshore business is undergoing significant changes today. In response to demands from the world community, offshore jurisdictions are tightening conditions for foreign investors and entrepreneurs. However, the benefits of creating companies offshore have not disappeared.

 

Company formation in Seychelles, with the support of AA Lawrange specialists, will provide access to these benefits. Our team will help you choose the right organizational and legal form of business and prepare the necessary documents without flaws. We are also ready to accompany businesses in the future, responding to regulatory innovations in a timely manner. Many years of experience and an active position allow us to be one step ahead of many.

 

Conclusions

Nowadays, for the successful creation and operation of an offshore business, it is extremely important to understand the local laws in the jurisdiction where the company is created, as well as international rules. Seychelles still has a favorable climate for non-resident company formation under the provisions of the International Business Companies Act.

 

When forming a legal entity, it is imperative to use a registered agent and provide a local registered address. It may be difficult to open a corporate bank account. However, with experience and the right approach, this issue can be resolved. As a result, as of mid-2024, we recommend considering the Seychelles among the jurisdictions for business incorporation.

 

FAQ

What are the legal risks associated with registering a company in Seychelles?

The main risks are associated with the offshore image of Seychelles. And this entails a certain mistrust of banks and potential counterparties. In particular, the Seychelles are included in the black list, approved by order of the Cabinet of Ministers of Ukraine dated February 23, 2011, No. 143 (as amended). However, the EU has already transferred the Seychelles to the gray list.

 

How much does it cost to register a company in Seychelles?

The cost is determined individually, since setting up a business in Seychelles may pursue different goals and involve different scales. After preliminary clarification questions, we will prepare a commercial proposal for you indicating the cost of services.

 

Are there restrictions on the activities of a company in Seychelles in certain industries?

Certain types of activities require a mandatory license. These are banking, insurance, and investment activities.

 

 

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