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General Guide to Company Incorporation in Seychelles

Updated on Monday 14th January 2019

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General-guide-to-company-incorporation-in-Seychelles.jpgSeychelles is mostly known as a tax haven, however, the offshore or the international business company (IBC) is not the only business form available here. Foreign investors can also set up limited liability companies or special license companies in Seychelles.

Those interested in setting up a company in Seychelles must comply with the regulations imposed by the International Business Companies Law of 1994 and the Companies Special License Law of 2003. Our company formation consultants in Seychelles can offer information on the legislation related to registering a company here. We can help foreign investors interested in setting up both offshore and onshore companies in Seychelles.

Types of companies in Seychelles

Foreign enterprisers interested in company incorporation in Seychelles can choose between the following business forms:

  1.     the sole proprietorship which enables single entrepreneurs to complete commercial activities in their own name;
  2.     the partnership is another business form which can be set up by a minimum of 2 and a maximum of 10 members;
  3.     the proprietary company (Pty. Ltd.) which is the equivalent of the private limited liability company in other countries and must have at least 2 and a maximum of 50 shareholders;
  4.     the limited company which resembles the public company in other countries and has no restrictions on the number of shareholders.

You can count on us if you want to open one of the types of companies mentioned above.

Features of anonymous and special licensed companies in Seychelles

One of the most employed types of companies in Seychelles is the anonymous company. This business form can be employed by all types of investors and its name is given by the fact that it guarantees complete privacy to its founders.

The anonymous company is the most suitable business entity for those interested in establishing offshore companies in Seychelles. It can also be used for trading purposes.

Opposed to the anonymous company is the special licensed company, shortly known as the CSL. This business form can only complete onshore activities and is also suitable for investment purposes. The incorporation requirements for a Seychelles CSL company are more extensive at it required a minimum number of 2 shareholders, 2 directors, and a secretary.

Options for foreign companies operating in Seychelles

Foreign companies can also operate in Seychelles through branch offices and subsidiaries. The most important difference between these two types of structures resides in the liability of the parent company on the satellite business in Seychelles. If in the case of the branch office, the foreign company will assume total responsibility for the branch office’s debts and obligations, in the case of the subsidiary, the Seychelles company will be an independent business entity.

Our company formation experts in Seychelles can help those interested in setting up branches or subsidiaries here.

We have also prepared a video on the main steps for company incorporation in Seychelles:

Company incorporation requirements for companies in Seychelles

Before choosing the type of company, it should be noted that the company formation requirements in Seychelles are the same in terms of share capital. However, the minimum number of shareholders are two in the case of the limited liability company and one when it comes to the IBC. The company must also have a secretary and at least two directors who must be natural persons, no matter the type of company.

With respect to the registration of the Seychelles business, the company must file the incorporation documents with one of the following authorities:

  •          -          with the Seychelles International Business Authority, in the case of IBCs;
  •          -          with the Financial Services Authority, in the case of special license companies;
  •          -          Companies Register, in the case of limited liability companies.

Another important requirement, no matter the chosen entity, is for the company to have a registered address in Seychelles. Also, it is mandatory for foreigners to appoint a local registered agent in order to complete the incorporation procedure with the local authorities. We act as registered agents in Seychelles and can also provide you with virtual office services for your future company.

Our company registration consultants can assist with the incorporation process of a Seychelles company.

The share capital of a company in Seychelles

One of the greatest advantages of opening a company in Seychelles, no matter if we are talking about an onshore or offshore company, is related to the share capital requirements. The local legislation does not impose any paid-up or subscribed share capital for registering a business, however, the business owner is required to determine the amount of money he or she will need to start doing business here.

An important aspect which needs to be considered is that an offshore company cannot issue bearer shares. The only shares which can be issued are registered shares which can have voting rights attached to them. Non-voting shares can also be issued. 

Company registration documents in Seychelles

The following documents must be drafted and filed with the authorities upon the incorporation of a company in Seychelles:

  • -       the business name reservation form;
  • -       the form indicating the registered address of the company;
  • -       the company’s articles of association;
  • -       the declaration of compliance of the shareholders;
  • -       the personal information of the directors and shareholders.

We can assist with the preparation of the incorporation documents of the Seychelles company.

Steps related to creating a company in Seychelles

The following steps must be completed when setting up a company in Seychelles:

  •          -          choosing and reserving a trade name, the reservation is available for 30 days;
  •          -          notarizing the incorporation documents of the company (this step is not compulsory; however, it is advisable);
  •          -          filing the statutory documents with the right authority, depending on the type of company;
  •          -          paying the registration fee and the stamp duty and filing the receipts with the authorities;
  •          -          registering for taxation purposes and obtaining the tax identification number;
  •          -          registering for employment and social contribution purposes as an employer.

 

Taxation of companies in Seychelles

Regarded as a tax haven, Seychelles represents a great company incorporation destination from a taxation point of view. Even if most business people are inclined to think Seychelles is a zero-tax destination, in fact, the authorities here have a clear business taxation system set in place.

If offshore companies are imposed with a 0% rate on corporate income, onshore companies will be subject to a 33% corporate tax. However, special license companies benefit from a lower tax rate which is set at 1.5%. Seychelles companies are not imposed with capital gains taxes or stamp duties.

Another particularity of Seychelles is that it has concluded several double tax agreements which favor foreign investors opening onshore companies in the insular states.

FAQ on company registration in Seychelles

Given the different requirements based on the chosen type of company, foreign entrepreneurs often have questions related to the incorporation of business in Seychelles. Here are some of the most frequently asked questions on company registration and their answers:

1. How long does it take to register a company in Seychelles?

The registration procedure of business in Seychelles depends on the type of company chosen and can take up a few weeks.

2. Can foreign companies be shareholders in offshore companies registered in Seychelles?

Yes, foreign companies can act as corporate shareholders in Seychelles IBC companies.

3. Can a company have corporate directors?

Yes, corporate directors are also allowed. Moreover, nominee director services are also available in cases where a local director is required.

4. Does an offshore company need a local address considering it will trade outside Seychelles?

Even if its activities are completed outside the country, a Seychelles offshore company needs to have a local address.

Special licenses could be required in certain cases. For assistance in starting a business in Seychelles, please contact our local company formation advisors. If you have any other questions or simply need specialized company formation services in Seychelles, we are at your disposal.

 

 

Meet us in Victoria

Call us now at (+44)203-287 0408 to set up an appointment with our lawyers in Victoria, Seychelles. Alternatively you can incorporate your company without traveling to Seychelles.

As a BridgeWest client, you will benefit from the joint expertize of local lawyers and international consultants. Together we will be able to offer you the specialized help you require for your business start-up in Seychelles.

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