The Republic of Seychelles is an island spanning an island group of 115 islands in the Indian Ocean, some 1,500 km east of mainland Africa and northeast of the island of Madagascar. In 1971, with the opening of Seychelles International Airport, tourism became a serious industry, basically dividing the economy into plantations and tourism. In recent years the government has encouraged foreign investment in order to upgrade hotels and other services. These incentives have given rise to an enormous amount of investment in real estate projects and new resort properties.
The government has moved to reduce the dependence on tourism by promoting the development of farming, fishing, small-scale manufacturing and most recently the offshore financial sector, through the establishment of the Seychelles International Business Authority (SIBA) and the enactment of several pieces of legislation (such as the International Corporate Service Providers Act, the International Business Companies Act, the Securities Act, the Mutual Funds and Hedge Fund Act, amongst others).
The capital city is Victoria (located on the island Mahe) and the official languages in the country are English, French and Creole.
Its legal system is based on English Common Law, the Napoleonic Code and the amended 1993 Constitution. Civil Law is based on the French Napoleonic Code adapted to Seychelles. Company Law is based on English Common Law.
The national currency of the Seychelles is the Seychellois rupee. Initially tied to a basket of international currencies it was depegged and allowed to be devalued and float freely in 2008 on the presumed hopes of attracting further foreign investment in the Seychelles Economy.
A Seychelles IBC is among the most competitive International Business Companies available today on the world offshore financial services marketplace. Apart from being completely tax-free, the Seychelles IBC boasts low maintenance costs, no reporting, no requirement to file accounts or annual returns, no records of directors and shareholders on public file, the availability of bearer shares, no information-sharing agreements and stringent confidentiality provisions protected by law and courts.
The legislation to incorporate a company is the International Business Companies Act 1994. The type of company used for international trade and investment is the International Business Company (IBC). IBCs set up in the Seychelles receive a favorable treatment, being exempt on tax profits. Exchange controls do not apply. The license fee is fixed for life and IBCs can be incorporated in any language (accompanied by an English or French Translation). Incorporation is normally carried out on the same day. IBCs operating in the Free Trade Zone are allowed to own an interest in the property within the Zone and are subject to zero tax. The Anti-Money Laundering Act 2006 enables inward and outward investment through the Seychelles to adhere to the highest international standards. Shelf companies are available.
An IBC cannot trade within the Seychelles or own real estate there. They cannot undertake the business of banking, insurance, assurance, re-insurance, 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 provide Registered Office Facilities in the Seychelles or offer its shares to the general public.
There is no disclosure of beneficial ownership of a company registered in the Seychelles. Total anonymity of beneficial ownership is therefore guaranteed.
Movement of Funds
Exchange control is in operation in the Seychelles but does not apply to IBCs.
A name which is identical or similar to a company already incorporated or anything that implies patronage to the Seychelles, or any other government, insurance, royal, imperial or any other name that may imply that a company intends to undertake a licensable or undesirable activity, is not allowed. The name can be in any language but must be accompanied by a translation. The document must either be in English or French. If any other language is used it must be accompanied by a translation in either English or French. Incorporation of the company should be completed within a day but five working days should be allowed for delivery of documentation.
Shareholders of the Company
The minimum number of shareholder is one who can be of any nationality. Shareholders may be either a natural person or a corporate entity. Details of the shareholders and directors are not a matter of public record but the registered must keep the information regarding the holders and location of the bearer shares.
Share Capital of the Company
Seychelles IBCs are normally incorporated with an authorised share capital of USD 100,000 with par value. The authorised share capital may be expressed in any currency. The minimum share capital is either one share of no par value or one share of par value. Shares are issued in bearer and registered form. Registered agents are required to maintain a register of holders of bearer shares.
Registered Office / Agent
The registered office must be maintained in the Seychelles at the office of a licensed management company.
Directors of the Company
The minimum number of directors is one who may be natural persons or corporate. They may be of any nationality and need not be resident in the Seychelles. A Seychelles IBC need not appoint a company secretary although in practice it is customary to do so. The secretary may be a natural person or corporate, of any nationality and not necessarily resident in the Seychelles. It is not a legal requirement to appoint a company secretary.
Meetings of Shareholders and Directors
Seychelles IBC's do not need to hold Annual General Meetings of its shareholders, if such a meeting is decided on, it may be held anywhere in the world and by any means including by telephone or other electronic forms.When a meeting of the shareholders and directors is held, a proxy may represent a shareholder or director and speak or vote on his behalf.
Books, Records and Seal
There is no requirement to file financial statements although the company must keep financial records. There is no requirement to have an auditor.
An IBC is exempt from local taxation.