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Seychelles International
Business Company
The
International Business Company is the most widely
used vehicle for offshore operations in the
Seychelles; it normally takes the form of a private
company limited by shares, but can also be a Limited
Life Company. The governing legislation is the
International Business Companies Act 1994. Statutory
requirements are minimal, and flexible:
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Only one director and one shareholder are required;
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Shareholders, directors and officers need not be
resident in the Seychelles and there is no
stipulation as to their nationality;
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There is no minimum capital requirement; shares
may be either registered or bearer and may be
issued in any currency;
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Accounts need not be kept; however, if they are
kept there is no requirement for an audit.
- No
returns are needed of shareholders, directors or
officers;
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Shareholders and directors meetings need not be
held in the Seychelles and can be held by
telephone;
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The Memorandum and Articles of Association are the
only documents to be held on the public record.
IBC
status is granted subject to certain conditions:
- No
business may be transacted with residents of the
Seychelles;
- No
ownership interest in real property in the
Seychelles is permitted; property may be leased
for office use only;
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Banking or trust business may be carried on only
if an appropriate license is issued;
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Likewise, a licence is required to carry on
insurance or re-insurance business;
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Engaging in the business of company management or
providing registered facilities for
Seychelles-incorporated companies is not permitted.
IBCs
are permitted various activities within the
Seychelles without compromising their offshore
status under the Act; these include:
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professional contacts with lawyers, accountants
etc;
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preparation and maintenance of books and records;
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the holding of directors' or shareholders'
meetings;
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ownership of shares in other Seychelles companies,
whether under the Act or the Companies Act 1972;
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ownership of Government or Central Bank securities;
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ownership of a vessel registered in Seychelles.
It is
usual to use a registered agent in the Seychelles to
incorporate an IBC (eventually it is obligatory to
appoint one anyway). Fees for incorporation of an
IBC are based on the company's authorised share
capital. Normally, the incorporation process takes
no more than one day; however, for banks, trust
companies and insurers the process is lengthier (see
Offshore Business Sectors).
Statutory incorporation fees used to be $100 for
capital up to $100,000, and $1,000 for capital over
$100,000. However, there is no longer any increase
in licensing fees for share capital above $100,000.
Share capital is unlimited.
The annual renewal fees are
also set at $100, but are subject to a 7.5% tax.
These fee levels are fixed for the life of the
company, whatever changes may be made for new
companies.
Seychelles Special
Licence Company
Special
Licence Companies (CSL) are formed under the
Companies (Special Licence) Act, 2003 (the Act).
Unlike the IBC, a CSL may carry on permitted
business inside as well as outside of Seychelles.
The CSL entity is a Seychelles domestic company (under
the Companies Act 1972), which is granted a special
licence under the Act. A CSL has substantial
statutory tax advantages (see
Offshore Legal and Tax Regime) including access
to the Seychelles Double Tax Agreements, of which
that with China is of particular current interest.
Key features of the CSL are as follows:
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A CSL may carry on any business as permitted under
the Schedule to the Act - including as an
international holding company, a headquarters
company, a franchise company, a marketing company,
a company holding intellectual property, an
investment company, etc.
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Bearer shares are not permitted;
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Nominee shares are permitted, but the name and
address of beneficial owner is required to be
disclosed to the Registrar of Companies. This
information is not made publicly available by the
Registrar.
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Foreign shareholders are permitted;
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There is a minimum of 2 Directors, who may be
located outside of the Seychelles;
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A Seychelles-resident Company Secretary is
required;
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Directors' or shareholders' meetings can be hekd
anywhere, including by telephone or video-link;
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An annual company return and audited accounts must
be filed;
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There is provision for "redomiciliation" - a
foreign or Seychelles IBC may be continued as a
CSL - and an CSL may redomicile to another
jurisdiction.
Seychelles Limited
Partnership
Limited
Partnerships (LP) are formed under the
Limited Partnership Act, 2003 (the Act). An LP has
substantial statutory tax advantages including
the ability to receive income from sources outside
of the Seychelles and distribute such income to
foreign partners without incurring a Seychelles tax
liability. A Seychelles LP is highly-suitable for
international joint venture activities.
Key features of the LP are as follows:
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The LP is required to have one or more general
partners who are liable for the debts of the LP,
and one or more limited partners who are not so
liable in most circumstances.
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At least one general partner must be a Seychelles
person (either a resident individual or an IBC or
domestic company or CSL or an LP);
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A Seychelles registered office is required;
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An LP shall not carry on business in Seychelles,
except to the extent necessary for the carrying on
of the LP's business outside of Seychelles;
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An annual certificate must be filed verifying
compliance by the LP with the provisions of the
Act.
Seychelles Protected
Cell Company
Protected Cell Companies (PCC) are formed under the
Protected Cell Companies Act, 2003 (the Act). A PCC
is a Seychelles domestic company that has the right
to create one or more identifiable cells so as to
segregate and protect cellular assets as permitted
under the Act. While each cell created by a PCC is
separately identifiable and may have its own
cellular assets, no cell will constitute a legal
entity separate from the company (ie. only the PCC
is a separate legal entity).
The Directors of a PCC have a duty to keep cellular
assets separate from non-cellular assets, and to
keep the assets attributable to each cell separate
from the assets attributable to other cells.
Liabilities attributable to a particular cell of a
PCC cannot attach the assets of other cells.
As in other jurisdictions, the PCC has particular
use and appeal for captive insurance and collective
investment scheme applications. It is likely that
approval will be limited to these areas and for
non-domestic business only.
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Seychelles Trusts
The
International Trusts Act 1994 established, for the
first time, a regime for international trusts in the
Seychelles; it does not provide for domestic trusts.
The Act was drafted after a thorough study of
current practice in a number of leading offshore
jurisdictions. Under the Act, the Seychelles
International Business Authority (SIBA) is appointed
as the regulatory body for trusts, alongside the
Court.
The
following are some of the key features of the
Seychelles Trust regime (see
Law of Offshore for further details):
- An
international trust may be created in writing, by
will or by oral declaration; deemed trusts are
admitted, as are those resulting from a decision
of the Court;
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Purpose trusts are permitted;
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The settlor must reside outside the Seychelles for
the duration of the trust; at least one trustee
must reside in the jurisdiction, but this trustee
may be an IBC, which shall not thus be deemed as
resident; an IBC may therefore be a settlor;
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The trust property may not include any Seychelles
movable or immovable property.
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The names of settlors and beneficiaries are
confidential under the Act, unless a Court orders
disclosure under the Anti-money Laundering Act;
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The standard perpetuity period is 100 years; but
it does not apply to purpose trusts;
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The accumulation of income is permitted;
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Forced heirship judgements are specifically
excluded.
An
international trust is exempt from tax in the
Seychelles; a registration fee of $100 is payable to
SIBA. Registration of trusts must be carried out by
one of the two licensed trustees currently operating
in the Seychelles. |