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SEYCHELLES

One of the more recent jurisdictions to enact offshore legislation.

ADVANTAGES

Modern & flexible legislation. Government annual fees are fixed for the life of the company. Any increases will only apply to new incorporations after the duty change date. Convenient time zone GMT+ 4 hours. An independent territory not under the influence of the UK US or EU.

DISADVANTAGES

The lack of public registers makes proof of ownership difficult.  Not recommended for high profile trading operations

CORPORATE LEGISLATION SOURCE

International Business Companies Act 1994 as amended by the International Business Companies (Amendment) Act  1995 and subsequently in 2000.

Low tax companies (Companies (Special) Licences Act 2003) with Double Taxation Treaty access, based on the Companies Act 1972 are taxed at 1.5% in respect of taxable income.

COMPANY STATUS

IBC’s are the principal vehicle for the international transactions and are similar to IBC’s found in the Caribbean, such as BVI.

Protected cell companies and limited partnerships are also available under their respective legislation.

USUAL MINIMUM CAPITAL

No minimum and capital may be denominated into any currency, consideration for shares may be any valuable consideration.

COMPANY NAME

Prior approval required.  Some words sensitive eg Royal, Imperial. Must end 'Limited', 'Corporation', 'Incorporated', 'Societe Anonymne' or any other recognised alternative.

TIME TAKEN TO INCORPORATE

IBC 1 - 2 days
CSL 14 days

ARE SHELF COMPANIES AVAILABLE

IBC - Yes
CSL - No

CAPITAL DUTY

The standard authorised share capital is US$5,000 divided into 5,000 shares of US$1 each and the capital duty is included in our incorporation fee. If the share capital exceeds US$5,000 but is less than US$50,000 and additional duty of US$300 is payable.For an authorised share capital in excess of US$50,000 the additional charge is US$1,000.

MINIMUM NUMBER OF SHAREHOLDERS

An IBC need only have one member.
A CSL needs a minimum of two sharehoders.

ARE BEARER SHARES / SHARES OF NO PAR VALUE POSSIBLE?

Yes, provided they are held by a custodian such as Fiduciary Trust Limited / Yes

DIRECTORS: MINIMUM NUMBER / CORPORATE DIRECTORS ALLOWED / LOCATION

IBC - One / Yes / Anywhere
CSL - Two / Yes / Seychelles

SECRETARY: MANDATORY / CORPORATE SECRETARY ALLOWED / LOCATION

IBC - Yes / Yes / Anywhere
CSL - Yes / Yes / Seychelles

IS THERE A REQUIREMENT FOR A REGISTERED OFFICE / REGISTERED AGENT

Yes / Yes must be resident

IS THERE A REQUIREMENT BY THE AUTHORITIES PRIOR TO INCORPORATION OR PRIOR TO TAX STATUS BEING GRANTED

IBC - None
CSL - Seychelles Business Authority

INFORMATION AVAILABLE ON PUBLIC FILE

Memorandum & Articles / Registered Office and Registered Agent

DOCUMENTS TO BE KEPT AT REGISTERED OFFICE

Register of Directors & Members

CORPORATE BOOKS AND SEAL

Books required and may be kept anywhere. No corporate seal requirement.

ACCOUNTS REQUIRED / FILED

IBC - No / No
CSL - Yes and audited / Not on Public File

ANNUAL RETURN REQUIRED

IBC - No
CSL - Yes. Filed confidentially with The Seychelles Business Authority. Not available to the Public.

WHERE ARE MEETINGS TO BE HELD

No restrictions

ANNUAL FEES PAYABLE TO THE GOVERNMENT: TAX / ANNUAL RETURN FILING FEE

IBC - US$100 no annual return
CSL - taxed at 1.5% of taxable income

ARE THERE ANY EXCHANGE CONTROLS

No

DOUBLE TAX TREATIES

In force with S.Africa, Indonesia, Zimbabwe, Mauritius, Oman, China., Botswana, Thailand, Malaysia, Vietnam.

INTRODUCING THE SEYCHELLES

The Seychelles are a group of one hundred islands situated in the Indian Ocean the largest island being Mahe.  The population is approximately 72,000 of a multi-ethnic background primarily from French settlers, African slaves, British sailors and traders from India, China and the Middle East.

The islands were primarily discovered by a Portuguese explorer in 1502 and were first inhabited by the French in 1770.  During the Napoleonic wars the islands were invaded by the British and were ceded to them in 1814.  The Seychelles are currently an independent republic within the British Commonwealth.

The official language is English.  However, Creole is spoken widely and many also speak French.

Legal System

The main courts are the Magistrate Court, The Supreme Court and the highest court in the land, The Court of Appeal.  The Attorney General is the Principal Legal Advisor being head of the Department of Legal Affairs.

Civil law is based on the French Napoleonic Code and is known as the Civil Code of Seychelles.  Criminal Law is based on English law.