The Seychelles International Business Company (IBC) is a simple but very flexible mechanism, which is ideal for a wide number of uses, including investment holding, assets protection, licensing of rights, and personal services company. The IBC also may be converted into a tax-resident Company (with Special License) through a simple application process.
SEYCHELLES IBC ADVANTAGES
» Exemption from all local taxes and stamp duty
» High level of confidentiality and anonymity
» Easy operation, maintenance and control
» No minimum capital requirements
» Bearer shares are permitted
» Minimum one member (the same as shareholder) is required
» Minimum one director is required
» Corporate directors and members are allowed
» Fast incorporation
» No requirement to hold annual meetings
» Competitive fees
Due to the past when the Seychelles first was a French colony and then acceded to the English it has a mixed jurisdiction legal system: English Common Law & French Civil Law.
Company Law: International Business Companies Act 1994.
» The name must end with the following words or abbreviations: Limited, Ltd, Corporation, Corp., Incorporated, Inc., Societe Anonyme, Sociedad Anomina, Public Limited Company, Societe, a Responsabilite Limitee, Berhad, Proprietary, Namloze Venootschap, Besloten Venootschap, Aktiengesellschaft or Limited Life Company , S.A., PLC, S.A.R.L, Bhd, Pty, NV, BV, A.G., LLC.
» Words such as “Assurance”, “Bank”, “Building Society”, “Royal”, “Trust Company”, “Trustee Company” etc. will require justification.
» A Seychelles IBC may not be registered under a name that is identical to the name of an existing Seychelles company.
» IBC name may be registered in any language, but has to be written in Latin characters.
REGISTERED OFFICE & REGISTERED AGENT
Seychelles IBC must have a local registered agent. Registered office address is also necessary.
SEYCHELLES IBC CORPORATE STRUCTURE
» A Seychelles International Business Company has an independent legal personality and has the same powers as an individual.
» A Seychelles IBC requires a minimum of only one member, and one director » Both the director and member may be the same person.
» There is no requirement to have local directors or members.
» Company officers are not required.
» The members, directors and officers of a Seychelles Business Company may be individuals or legal entities of any nationality and residency.
» Nominees are allowed. NTL can provide nominee service upon request.
PRIVACY & DATA PROTECTION
The names of directors and members of a Seychelles IBC do not appear on the public documents.
It is restricted by the law for a registered agent or anyone else to disclose the information regarding the names of directors and members of a Seychelles company to any third party except by the request of the Seychelles Supreme Court or the Seychelles Financial Intelligence Unit.
The only records filed to the Registrar are the Memorandum and Articles of Association which have no information about the beneficial owner, directors, officers or members.
» Reports on the international business of the company and its head office may be located anywhere;
» Meetings of Directors may be held anywhere in the world; minute books can be kept anywhere.
» No need to be in the Seychelles to manage the company. All operations can be done remotely.
» No need to file annual returns or reports from the shareholders or directors of the Seychelles IBC. No need to notify the Registry about Shareholders, Directors or Officers change.
» IBC shares may belong to a resident of the Seychelles.
PURPOSES & RESTRICTIONS
An IBC can be incorporated for any object or purpose not prohibited under the IBC Act or under any other law for the time being in force in Seychelles. This means that an IBC can have one very simple objects clause and does not need to set out pages of objects in its Memorandum.
Seychelles IBC may NOT engage into the following activities:
» Conduct business in the Seychelles;
» Own real estate in the Seychelles;
» Conduct banking or trust activities (as defined in these activities given in the Financial Institutions Act 1984);
» Do insurance or reinsurance business;
» Conduct the business of providing the companies registration office.
Seychelles IBC can:
» have accounts and deposits in banks of Seychelles;
» maintain professional relationships with lawyers, accountants, trust and management companies, investment advisors and other similar companies – residents of the Seychelles;
» rent a property in the Seychelles;
» hold shares, debt obligations or other securities of the Seychelles IBC or other local companies; » own a vessel or an aircraft registered in the Seychelles.
SEYCHELLES IBC SHARE CAPITAL
Standard authorized share capital is US$50,000. Minimum paid up share capital is US$1. There is no maximum limit.
The following share types are allowed: Registered shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights.
» A Seychelles IBC is not subject to any tax or duty on income or profits. A member of a Seychelles IBC is also not subject to any tax on his income earned from the IBC.
» A Seychelles IBC is also exempt from any stamp duties on all transactions relating to its business, in particular on any transfers of property to or by the company, and on any transactions in respect of the shares, debt obligations or other securities of the IBC.
» All exemptions for a Seychelles IBC remain in force for a period of twenty years from the date of incorporation of the IBC.
ACCOUNTING & AUDIT REQUIREMENTS
IBC must keep financial statements, which management considers being necessary to reflect the company’s financial condition. It must:
» Correctly explain all the transactions;
» Allow determining the company’s financial condition at any time and with sufficient accuracy;
» Allow preparing complete reports.
The company must keep:
» All minutes of meetings of directors, members, committees of directors, committees of officers, committees of members;
» Copies of all resolutions of the directors, members, committees of directors, committees of officers, committees of members;
» Register of directors and officers.
» Accounting documents must be kept at the registered office of the company or any other place (anywhere in the world). Registered agent must be notified about the change of place within 14 days.
» Accounting documents are defined as “documents relating to the assets and liabilities of the company, including revenues and expenses, sales, purchases and other transactions.”
» Accounting documents must be kept for 7 years from the date of its preparation.
» The penalty levied on the company for violation of these requirements is $ 25 per day. If director deliberately violates these rules – he is also levied $ 25 per day.
Audit is not required.
» Completed Order Form and KYC form;
Each Beneficial Owner, Shareholder and Director must provide the following documents to complete IBC incorporation:
» A certified copy of passport or another acceptable ID document;
» A copy or original of a document proving address, such as a utility bill or bank statement;
» A copy or original of a reference letter or bank statement.
There is no requirement to have a corporate seal for Seychelles IBC.
TERMS OF INCORPORATION
Seychelles IBCs take 2 business days to form. Apostilles take additional one business day.
Our office always maintains a convenient supply of shelf companies ready for immediate transfer.
DOCUMENTS PROVIDED UPON COMPANY FORMATION
» Certificate of Incorporation
» Memorandum and Articles of Association
» Terms and Conditions of Appointment of Registered Agent
» Resolution of Director in Writing
» Resolution of Subscriber in Writing
» Registers of Directors, Members
» Share Certificate
Seychelles IBC has to be renewed every year on the anniversary of the incorporation. Annual Fees include government fees, registered agent fee and registered office fee, and are to be paid every twelve months thereafter.