Company management

The management (directorship and daily operations) of your Seychelles IBC can be carried out in a combination of ways, but primarily there are two options:

Option 1: Company directed by the owner. You, as the beneficial owner of the company, can be appointed as the Company Director for Your IBC. Although this appointment is not directly registered on the public file in the Registrar of Companies, this information and the relevant Resolutions must be held by the Registered Agent (us) in the registered office of the company. Obviously, the particulars of the Company Director will also show up in some of the main documents of the Company.

Option 2: Company directed by an appointed professional director. In this case the directorship of the company is taken by a professional third-party director. The directorship service can usually be provided by the Registered Agent (us), as we are appropriately licensed, approved and supervised by our offshore financial services Regulator (the Seychelles Financial Services Authority) to carry out such service.

The owner of the company may also nominate anyone else to be appointed as the Company Director. This can be any person whom the owner trusts.

Points to Consider

If the Company owner also acts as a Director, there are two clear advantages: [1] the company maintenance costs are kept to the minimum; and [2] the company structure remains simple and straightforward.

However, there are also several disadvantages.

[1] The owner, who acts as the Director of his own offshore company, may encounter local tax consequences in the country where he actually resides. This is because in many high-tax countries a foreign (offshore) company may become liable to register for local taxation if it is "managed and controlled" within that country, regardless of the fact that the company itself is foreign-registered. The place of management and control for tax purposes is usually determined as the place where the Directors reside.

[2] The owner of an offshore company may often be reluctant to show the world his real position vis-á-vis his company. There may be a number of reasons for this, involving matters of personal taxation, protection of assets against litigation, deals between the offshore company and the owners` domestic business or government or, all-in-all, a simple wish to remain confidential.

If these considerations are important, Company Management (Nominee) services should be considered. Quite often, an offshore company can only remain legally tax-free if it is properly managed by an outside Company Manager. A third-party Company Manager (Nominee) would effectively shield the company owner from any publicly obvious relation to the offshore company.

Directorship

The primary and the most obvious function of a third-party Company Manager is to shield the actual owner of the offshore company from any publicly obvious relation to the company. This may be achieved to several varying levels, according to the wishes and circumstances of the client.

On the most basic level, the appointed third-party Director does not get actively involved into the regular affairs of the IBC - he merely fills the position. This is most accurately described by the term "nominee" director. In this case, the client (the owner of the company) actively and personally transacts the daily business of the company. To do so, he may be appointed as "representative" or "agent" of his own company, by means of a special Resolution or a Power of Attorney. By this layout, the client himself would sign all business correspondence, contractual documents, raise invoices and would operate company bank accounts by his own signature, as if he were a director. The involvement of the Nominee Director in such case would remain merely formal, for which a relatively small and fixed "responsibility fee" would be charged.

In certain business situations such layout may be acceptable, regardless of the fact that the active management by the client greatly reduces his degree of confidentiality. However, this may also lead to questions about the management and control of the company being vested not in the Director, but rather in the representative (i.e. the owner), with the following adverse personal tax implications for the latter.

Therefore, a more substantial involvement of the Nominee would be required.

On this level, the Company Manager would become part of the company day-to-day business. In particular, the Manager would raise invoices, sign contracts and other business documentation, as and when required by the beneficial owner. At this stage, the Company Manager would also execute control over the bank account of the company. Obviously, the Company Manager would remain fully responsible to act only in accordance with the wishes of the owners of the IBC, insofar as they are legitimate and clearly understandable. This relationship would be confirmed by a company management agreement and a strictly predetermined system of reporting and communication.

The full Company Management option positively resolves the dispute on the location of the management and control of the company. It is the only truly effective solution to shield the beneficial owner of the company from any undesired link to the company. Obviously, it is also the most costly one, because it would involve management fees based on time spent.

Fidelity Corporate Services (Seychelles) Ltd is licensed to provide company management services and we would be glad to discuss your particular requirements.

Shareholder

Similarly as in case with the company director, being a direct shareholder of the company may adversely affect the desired level of confidentiality. In order to shield his direct link to the company, a company owner may involve services of a nominee shareholder. As it is a rather passive position (unlike the Directorship discussed above), the nominee shareholder service may be provided in a fairly straightforward manner.

At registration the company will always have at least one corporate nominee Subscriber (initial shareholder for a minimum amount of shares). This is provided by the Registered Agent (us) at incorporation. Thereafter, the shares may be issued and transferred to any individuals according to the order configuration. Alternatively, the shares may remain registered onto the initial Subscriber, who would in this way act as nominee shareholder. A nominee shareholder may act for several actual owners at once.

The nominee shareholding relationship would usually be confirmed by appropriate declarations or pre-configured share transfer documents from the nominee towards the actual clients. By such documentation, the beneficial owner would at any particular time be able to confirm his ownership of the IBC.

The Seychelles IBC Act also provides for a possibility to configure an International Business Company with shares issued to a bearer. While, in itself, bearer shares have usually represented the ultimate way of ensuring the anonymity of the owners of an offshore company, this method also has its drawbacks. For instance, bearer-share companies are very often not accepted by banks for new account openings.

Fidelity Corporate Services (Seychelles) Ltd is licensed to provide nominee shareholding services. These services can be ordered in a straightforward way when ordering Your Seychelles International Business Company.