Seychelles Special License Companies (CSL)
Seychelles Special License Companies (abbreviated CSL) are formed under the Companies (Special License) Act, 2003. CSL may carry on permitted business inside as well as outside of Seychelles.
The CSL entity is a Seychelles domestic company formed under the Companies Act 1972, which is granted a special licence under the Act. A CSL has substantial statutory tax advantages, including access to the Seychelles Double Taxation Avoidance Agreements.
A Seychelles CSL can be used for all legal purposes, it is a separate legal person, and possesses the same commercial rights and powers as a natural person.
Flexible corporate structure
Unlike the Seychelles IBC (which is a tax exempt entity and a non-resident for Seychelles tax purposes), a Seychelles CSL is a tax resident of the Seychelles and may carry on permitted business inside as well as outside of Seychelles. The CSL has substantial appeal (particularly to international groups), as a tax-efficient vehicle for permitted uses under the CSL Act including, use as an intermediary holding company, to hold and license out intellectual property or as a consultancy services company.
Accounts, returns and beneficial ownership information of a Seychelles CSL must be filed at the Registrar’s office, but these are not made public.
Name check & Reservation of Name
A proposed name (and 2 alternatives) should be provided to conduct a check for the availability of a company name with the Registry.
Company names usually end with “Proprietary Limited” in the case of a private company or “Limited” in the case of a public company.
The name of a Seychelles CSL may be in any language, but must be accompanied by a translation in English or French. A company name must not be identical or similar to a company already incorporated. The name should also not suggest the patronage of or suggest any connection with Seychelles or the Government of Seychelles or or any other name that may imply that a company intends to undertake an undesirable activity.
There is no minimum capital requirement for a Seychelles CSL, but at least 10% of the capital should be paid-up. The share capital can be denominated in any currency except for Seychelles Rupees. Shares can be issued at a par or a non-par value, and bearer shares are not allowed. There is no capital duty on the issuance of shares of a CSL. Classes of Shares Permitted are registered shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights.
Every Seychelles CSL is required to have a registered office in Seychelles. Principal office address (business address) may be in any country.
Corporate Books and Records
Minutes of meetings and resolutions shall be kept at the registered office of the Company.
Every CSL must maintain a register of all its directors and officers and a Share register at the registered office of the Company. For tax residency purposes, CSLs are encouraged to maintain corporate books and records at the registered office.
A minimum of two directors is required. Any individual, who is a resident of any country may be appointed as a director and officer of Seychelles CSL. Corporate directors are not allowed.
There is no requirement for the directors to be shareholders.
If you need professional directors and officers, VALON is able to provide these services .
There is no Seychelles residency requirement. Shares could be issued to any individual or company. A minimum of two shareholders are required. A minimum of 10% of the authorised capital should be issued and paid up.
Nominee shareholders are permitted, and while the name and address of each shareholder and beneficial owner are required to be disclosed to the Seychelles Government Registry, such information is subject to strict confidentiality obligations on the Registrar and is not accessible by public search of the Registry.
If you need a nominee shareholder, VALON can provide this service.
Resident Company Secretary
A Seychelles CSL required to have a local secretary. The company secretary should be a licensed International Corporate Services Provide (ICSP) in Seychelles.
Holding of Annual General Meeting (AGM) and Filing of Annual Return (AR)
A Seychelles CSL is required to hold an Annual General Meeting within 18 months of incorporation and subsequently no more than 15 months between AGMs. If necessary, meetings of the board of directors, or shareholders, of a CSL may be held by telephone or other electronic means. Directors, as well as shareholders, may vote by proxy.
A Seychelles CSL is required to file an annual return within 90 days from its financial year-end. The annual return includes the annual accounts of the company.
Filing of Tax Return
A Seychelles CSL needs to file an annual tax return within 90 days from its financial year-end .
A Seychelles CSL needs to maintain accounting records. These can be maintained in any country and in any currency.
A Seychelles CSL is required to prepare annual financial statements. In accordance with IFRS, holding companies are required to prepare consolidated audited financial statements on an annual basis. However, consolidation is not required if the company is an intermediary holding company and a holding company further up the structure prepares consolidated financial statements under approved accounting standards.
A Seychelles CSL is required to have its annual accounts audited.
Procedures for opening of a bank account
In general, the following are the standard due diligence documents for new account opening in Seychelles, Singapore or other jurisdictions:
- Notarised copy of the corporate documents of the company
- Notarised due diligence documents of Directors, shareholders, ultimate beneficial owner and cheque signatories – all to be certified by Notary Public or International Bank
- Notarised Passport copies (with signature page)
- Notarised Residency/Address proof (not more than 3 months old)
- Source of funds & estimated turnover
- Board Resolution for account opening
- Specimen signature for all authorized signatories – to be signed before the bank officer [Not required to sign before bank officer for Bank Account Opening in Seychelles.]
- Bank reference letter and / or professional reference letter for the ultimate beneficial owners/ directors/ shareholders/ authorized signatories.
Some banks will require face to face interview with the authorized signatories & ultimate beneficial owner.
As listed in Schedule One of the Companies (Special Licences) Act, 2003:
– Investment management and advice
– Offshore banking
– Offshore insurance
– Business of:
(a) investment company
(b) holding company
(c) marketing company
(d) company holding intellectual property
(e) headquarters company
(f) human resources company
(g) franchise company
– Business under an ITZ licence
– Any other business approved by the Authority
A Seychelles CSL is liable for Seychelles business tax at the rate of 1.5% on its world-wide taxable income (which, when a CSL is accessing a Seychelles Double Taxation Avoidance Agreement, may be fully avoided when tax credits apply – for example, if not less than 1.5% foreign withholding tax has been paid in respect of income received by a Seychelles CSL). “Taxable income” means assessable (gross) income less allowable deductions.
A Seychelles CSL is exempt from Seychelles withholding taxes on dividends, interest and royalties.
A Seychelles CSL is exempt from Seychelles stamp duty on property transfers, share transfers and other business transactions.
The CSL (unlike the IBC) has access to Seychelles’ steadily expanding network of double taxation avoidance agreements (“DTAs”) – including China, Thailand, Indonesia, Malaysia, Cyprus, South Africa, Botswana, Mauritius, Oman, etc. Details of any specific Seychelles DTA are available upon request. Seychelles DTAs with China and Indonesia are particularly attractive in terms of available tax relief.
VALON can be your resource and business partner in Asia. Should you wish to receive more detailed information on VALON, please do not hesitate to contact us at firstname.lastname@example.org.
Disclaimer: This publication does not provide financial, legal or tax or advice of any kind, and VALON cannot guarantee that the information is accurate, complete or up-to-date. While we intend to make every attempt to keep the information in this publication current, VALON make no claims, promises or guarantees about the accuracy, completeness or adequacy of the information contained herein. Nothing on this publication should be used as a substitute for the advice of a third party. VALON assumes no responsibility to any person who relies on information contained herein and disclaim all liability in respect to such information. You should not act upon information in this publication without seeking professional advice.