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Articles
Nominee Shareholders in Seychelles
Updated on Tuesday 10th March 2020
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According to the International Business Companies Act 1994, a company in Seychelles can be registered with at least one shareholder which can be the same person as the director. The nominee shareholder is the official registered holder of the shares in an IBC (International Business Company) offshore in Seychelles. There are strong reasons why a nominee shareholder is necessary for your company in Seychelles, a matter where our specialist in company incorporation in Seychelles can offer support and information.What are the responsibilities of a nominee shareholder in Seychelles?
A nominee shareholder in Seychelles is also known as an unrelated third party who has the main scope to register the shares of the company in a formally way. In Seychelles, the nominee shareholder can be another business entity which can act only for this purpose. When establishing the nominee shareholder, one must consider several documents which will mention the rights of the real ownership, in order to protect the proprietor’s assets. Here are the main documents necessary for registering the nominee shareholder in Seychelles:
• a trust declaration;
• the nominee services contract;
• a set of share certificates;
• a set of share transfer forms.
We remind that the nominee shareholders in Seychelles can be natural persons or other registered bodies. As for the company incorporation process in Seychelles, investors who want to set up an offshore are recommended to solicit assistance and guidance from our company formation representatives in Seychelles.
How important is the declaration of trust in the case of nominee shareholders in Seychelles?
The relationship between the beneficial owner (shareholder) and the nominee shareholder is outlined in the Declaration of Trust. The nominee has a fiduciary duty towards the owner, meaning that he will act in the best interest of the owner. In this case, the nominee shareholder is the fiduciary, the party entrusted with holding the role of the shareholder for the purposes of the company, for its entire duration or as agreed. This declaration can be certified by a notary public.
The declaration of trust contains the key elements of the relationship between the two parties, the duties of the nominee as well as his liberties during the period of the agreement. It is not uncommon to change the shareholding structure of a company. Should a shareholder decide to withdraw from the company, then the fiduciary duty between the beneficial owner and the nominee shareholder would terminate (as per the conditions for termination mentioned in the agreement or as otherwise agreed upon by the two parties).
When choosing to open a company in Seychelles by using nominee shareholders (and directors, if applicable), the beneficial owners should thoroughly review the nominee shareholder agreement. If needed, a lawyer can review the terms in order to ensure that the relationship is and will be beneficial for the real owner of the shares.
When drawing up this particular document, the identification details of both parties will be required. Passport copies, residential address information as well as documents for the company are to be provided. Moreover, the shareholding structure will be determined during this initial step. The company’s Articles of Association contain information about the types of shares and the shareholder rights that are gained upon purchase. This is important as not all categories of shares can offer the same rights. In the declaration of trust, the nominee shareholder will be informed of the types of shares he acquires in the name of the beneficial owner and his rights deriving from these shares.
What is the link between the beneficial owner and the nominee shareholder in Seychelles?
The legislation in Seychelles regarding the business environment is favorable. It allows foreign companies to have beneficial owners without having to reveal any information about the identity. Furthermore, there is no need for a financial record displayed publicly for an offshore in Seychelles. Even though the beneficial owner and the nominee shareholder have different rights, we mention that the nominee shareholder may present himself/herself as the owner of the enterprise who must protect the real proprietor in cases of investigations or other issues in Seychelles. In this situation, the beneficial owner is not involved, and he/she is formally distanced from the nominee shareholder, but in certain circumstances may address to the authorities as the owner of the company with the help of private documents.
Nominee shareholder services in Seychelles
When choosing to work with a nominee shareholder provider, investors should be clear on the terms of the services and the restrictions, if applicable. For example, some companies may choose to refrain from providing nominee services to companies in Seychelles that offer certain types of services (examples can include commodity trading and futures trading companies, gambling or online casinos, charities, companies in the arms dealing sector and others).
Nominee shareholder and nominee director services are subject to different fees, that can vary according to the chosen company as well as the length of the service (and if any additional steps or actions take place, for example for preparing and notarizing the power of attorney to transfer the rights from the beneficial owner to the nominee).
Our team of agents who specialize in company formation in Seychelles can provide investors with more details about nominee shareholder packages as well as the services offered by our team. Please feel free to reach out to us if you have any questions about the process as well as the types of services we provide for foreign investors who wish to remain anonymous when investing in Seychelles.
Investing in Seychelles
Seychelles is one of the top locations for offshore company formation. What are the key traits that make company formation in Seychelles so attractive? We list them below:
- - tax neutrality: the International Business Company is no subject to corporate income tax as well as several other types of taxes.
- - low incorporation costs: opening a company in Seychelles is not only a simple process, it is also one that does not involve the submission of initial share capital.
- - easy management: there is no mandatory condition to appoint a company secretary and there is no requirement to hold the annual meetings in Seychelles.
- - minimum reporting: the absence of tax liabilities also means that company owners are unburdened by audit requirements or having to submit special tax returns.
According to the Seychelles Licensing Authority, the trade sector is the one that receives the most applications. Our company formation agents present the following situation, recorded for 2018:
- 49.8% of the applications filed with the Authority were for trade businesses.
- 588 applications were filed in total; out of these, most of the applications were submitted in March 2018 (78), followed by July with 58 total applications.
According to the same 2018 report from the Authority, the following two sectors that are most in demand are the following:
- the construction sector, with 143 total license applications in 2018.
- the broadcasting and telecommunications sector that had 100 applications.
If you are interested in nominee shareholder services in Seychelles and the responsibilities involved, please feel free to get in touch with our team of experts in company formation in Seychelles.
Meet us in Victoria
Call us now at +248 4321018 to set up an appointment with our business consultants in Victoria, Seychelles. Alternatively you can incorporate your company without traveling to Seychelles.
As a Valsen Fiduciaries 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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