Info Guide – Seychelles IBC

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General

The Seychelles International Business Companies (“IBCs”) are governed by the International Business Act 1994 (“IBC Act”).

The Seychelles IBC is a tax exempt corporate vehicle which provides for greater flexibility in terms of the activities that may be carried out and the manner in which the company can be run. It is ideally suited for private wealth structuring, i.e. for holding private assets and segregating risks. It is also a useful vehicle for trading activities and the provision of consultancy services.

Seychelles has strict Money Laundering legislation and is properly regulated by the Seychelles Financial Services Authority (FSA) whilst adequate confidentiality legislation protects users of IBC’s.

 

Legal personality

A Seychelles IBC 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

The internal corporate structure of Seychelles IBC can be designed in accordance with the widest variety of requirements. It may be well designed to suit a one-man business operation, or to accommodate a complex, multiple-shareholder structure with an elaborate system of internal controls and management systems.

  

No reporting

Annual filing of accounts are not required although an IBC shall keep proper accounting records that are sufficient to show and explain the Company’s transactions, enable the financial position of the Company to be determined with reasonable accuracy at any time and enable for accounts to be prepared. The accounting records shall be kept at the registered office or such other place as the directors think fit and the Company shall inform the registered agent of the address of the other place. The accounting records shall be kept for seven years from the date of completion of transaction to which they relate. IBCs are exempted from taxation on business activities or transactions carried outside of the Seychelles.

 

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 the words: “Limited”, “Corporation”, “Incorporated”, “Société Anonyme” or their abbreviations. A wide variety of other suffixes such as “BV”, “GmbH” and “SARL”

The name of a limited IBC 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.

Capital

There is no minimum share capital required and the share capital can be denominated in any currency. Shares may be issued with nominal or no par value and bearer shares are also allowed. Authorised capital of US$100,000 divided into 100,000 registered shares of US$1.00 each is considered as the standard authorized capital.

Authorised capital of Seychelles IBC is the amount, which the company may receive from its shareholders in consideration for the issued shares. For example, if a company has an authorised capital of US$100,000 divided into 100,000 registered shares of US$1.00 each, the company is allowed to issue up to 100,000 registered shares and receive from its shareholders not less than US$1 for each issued share.

Seychelles IBC is not obliged to issue all its shares for the total amount of authorized capital in any mandatory time frames. The company could issue just one share for US$1.00 to a single shareholder and remaining shares or any part of them could be issued any time in the future. All issued shares must be paid up by shareholders.

An IBC may amend its Memorandum & Articles of Association to increase or decrease its authorised capital. The Registrar must be informed of any increase or decrease in authorised capital within 30 days.

 

Registered Office and Agent

Registered office address must the same as that of the registered agent in Seychelles. Principal office address (business address) may be in any country. Each company has to have a local registered agent authorized by the Seychelles government.

 

Corporate Books and Records

Minutes of meetings and resolutions shall be kept at the registered office of the Company or such other place as the directors determine and the Company shall inform the registered agent of the address of the other place.

Every Seychelles IBC must maintain a register of all its directors and officers and a Share register at the registered office of the Company.

 

Directors

Any individual or legal entity (corporation or LLC), who is a resident of any country may be appointed as a director and officer of Seychelles IBC.

One person could hold all positions, such as directors, president, secretary and treasurer. However, if you would like to have several directors in your Seychelles IBC, there is no problem. We could appoint any number of directors from a minimum of one to a maximum of ten.

If you need professional  director and officers, our company is able to provide these services. However, in most cases it’s preferable to be appointed as a director of your own Seychelles IBC. It simplifies dealing with banks, suppliers and customers and makes the annual renewal fee cheaper.

 

Shareholders

There is no Seychelles residency requirement. Shares could be issued to any individual or company.

A minimum of one shareholder is required. Just one share for US$1.00 could be issued to that shareholder.

If you need a nominee shareholder, VALON can provide this service.

Bearer shares are not allowed.

 

Resident Company Secretary

Not Required.

 

Holding of Annual General Meeting (AGM) and Filing of Annual Return (AR)

The shareholder’s or director’s meetings need not be held in Seychelles and there is no requirement for a regular Annual General Meeting. If necessary, meetings of the board of directors, or shareholders, of a Seychelles IBC may be held by telephone or other electronic means. Directors, as well as shareholders, may vote by proxy.

An IBC shall by the 31st day of December of each year furnish to the registered agent a return in the form of a declaration to confirm that (i) the company is keeping proper accounting records and that such records can be made available through its registered agent; (ii) the Share Register located at the registered office is complete and updated; and (iii) the Register of Directors and Officers located at the registered office is complete and updated.

 

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.

 

Trading Restrictions

A Seychelles IBC cannot carry on business in the Seychelles. Having a bank account or maintaining professional contact with lawyers, accountants, trust companies or holding meetings of directors and shareholders in the Seychelles are not considered as carrying on business in Seychelles.

A Seychelles IBC shall not carry any banking, insurance, reinsurance or trust business or a business of providing registered office for companies.

 

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 enquiry@valoncorp.com.

 

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.