Seychelles International Business Company (IBC)
Seychelles IBC - an International Business Company - is the most popular and versatile type of offshore corporation available in Seychelles. Similar to other classic offshore companies, Seychelles IBC is designed to engage in international business. Being an IBC, it is subject to minimum red-tape. While being obliged to keep internal records and registries in good order, a Seychelles IBC does not nave to submit any financial reports to public file (as long as it conducts its business activities and generates its income abroad of Seychelles). There is also no mandatory audit requirement.
Seychelles IBC is similar to the most popular international business company, the BVI BC, and in some respects even exceeds that benchmark model of offshore corporation. Since the introduction of the Seychelles International Business Companies Act in 1994, over 200`000 Seychelles IBC`s have been registered, with a few hundred new offshore companies being registered every month.
The formation, tax benefits and general structure of a Seychelles IBC is regulated by the International Business Companies Act, 2016 which replaces the Seychelles International Business Companies Act, 1994. A full text of the International Business Companies Act, 2016 is available from our Downloads section.
Following is a synopsis of the most important advantages and features of the Seychelles International Business Company.
The Business Tax (Amendment) Act, 2018 introduces Territorial Tax System in Seychelles as of 1st January 2019. A Seychelles IBC which does not derive assessable income in Seychelles is not subject to any tax or duty on income or profits. Article 5.(1) of the Seychelles Business Tax (Amendment) Act, 2018, states as follows:
5.(1) An amount derived by a resident person in carrying on business is derived from sources in Seychelles if derived from activities conducted, goods situated or rights used in Seychelles <…>.
In a similar fashion, a Seychelles IBC is also also exempt from any stamp duties on all transactions relating to its business, in particular on any transfers of property to or by the company, and on any transactions in respect of the shares, debt obligations or other securities of the IBC.
Essentially, a Seychelles IBC is a completely tax-free offshore corporation, insofar as it complies with a few simple rules of operation. The main requirement is that a Seychelles IBC should not pursue business within the territory of the Seychelles (except, of course, it may enter into business with any other Seychelles IBC`s).
In order to maintain its zero-tax status, a Seychelles company must satisfy the following criteria:
- It may not carry on business in Seychelles.
- It may not own real estate in Seychelles.
- It may not do banking, insurance and registered agent business without special license.
- It may not carry on securities business in Seychelles (allowed outsides Seychelles, if it is licensed to do so in the country in which it carries on such business).
- It may not carry on gambling (including interactive gambling) business in Seychelles (allowed outside Seychelles, if it is licensed to do so in the country in which it carries on such business.)
- It may not carry on business as a mutual fund, unless licensed under the Mutual Fund and Hedge Fund Act of Seychelles, or under laws of any of recognized jurisdictions.
A Seychelles IBCs deriving "assessable income" in Seychelles will be required to submit Annual Returns and Audited Accounts (in line with the Companies Ordinance, 1972) to the Financial Services Authority of Seychelles and will be obliged to pay local taxes. However, a Seychelles IBC may still engage into any of the following:
- It may maintain Seychelles-based bank accounts and deposits.
- It may maintain books and records within Seychelles.
- A Seychelles IBC may maintain professional relationship in Seychelles with attorneys, accountants, trust and management companies, investment advisers or other similar persons.
- It may hold meetings of its directors in Seychelles.
- It may hold shares, debt obligations or other securities in another Seychelles IBC or in a Seychelles domestic company.
- A Seychelles IBC may also own a vessel or and aircraft registered in Seychelles.
- Shares in a Seychelles IBC may also be held by a person resident in Seychelles.
These provisions are enshrined into PART XXI of the Seychelles IBC Act (Articles 361 and 362).
Disclosure of information
The identities and personal details of the beneficial owners, directors and shareholders of a Seychelles IBC are NOT part of public record. At registration of a new IBC, the Registrar of Companies does not require any data whatsoever on who the actual beneficial owner of the new company is. This information is only known to the licensed Registered Agent of the company, is kept on internal file and remains strictly confidential. The internal corporate files of the IBC (Register of Members, Register of Directors, all Minutes and Resolutions) are stored in the Registered Agent's custody. The only documents of the company that are held on public record are the Memorandum & Articles of Association. This paperwork does not contain any indication as to the actual directors, shareholders and beneficial owners of the company.
According to the Article 152.(1) of the IBC Act, 2016 Seychelles IBCs are required to file their Registers of Directors with the authorities. However, this information is not visible to general public and not subject to unauthorized access. It is worth noting that nominee services are permitted and widely used in Seychelles; through them an additional level of confidentiality could be achieved.
There are strictly limited legal circumstances when a domestic government authority in Seychelles (namely, the Financial Investigation Unit or the Seychelles Revenue Commission) may request a Registered Agent to disclose the information that is on file of a particular IBC. Such disclosure may only happen as part of an ongoing investigation; no blanket "fishing operations" are allowed.
The Republic of Seychelles is an independent country. As such, it is not sharing or reporting information to any overseas "principal", or organization. Seychelles is not subject to the EU Savings Tax Directive, unlike some other offshore financial centres, which are related to the EU member states (primarily, to the UK and its overseas territories). The offshore financial services sector contributes significantly to the country`s GDP. There is an inherent interest with the government and with the general public to maintain and develop the country`s status as a competitive offshore financial centre.
Provisions against confiscation
Where any foreign governmental authority, by way of nationalisation, expropriation, confiscation, force or duress, or by imposition of any confiscatory tax, assessment or other governmental charge, takes or seizes any shares or other interest in a Seychelles IBC, a Seychelles court decision may be obtained ordering the company to disregard the attempted seizure and continue to respect the rights of the shareholder of the Seychelles IBC.
Seychelles has one of the fastest Registries of International Business Companies in the world. New IBC`s are usually incorporated within 24 hours.
Competitive Government license fees
A Seychelles IBC pays a government fee of $100 at registration, and per annum thereafter. Quite uniquely, however, this government fee applies to all International Business Companies regardless of the amount of their authorized capital, paid up capital, number of shares or other corporate variables.
This effectively outcompetes most other offshore jurisdictions!
Because most other offshore jurisdictions require substantially higher Government registration fees if the authorized capital of the IBC exceeds a certain amount - usually the capital threshold is $50´000 or $100´000. There is no such restriction in Seychelles! This means that you can have your IBC registered in Seychelles with an authorized capital of a hundred million dollars and still pay the same government fee of $100.
Here is a quick comparison of this feature with some other offshore jurisdictions:
|COUNTRY||APPLICABLE LICENCE FEE||AT MAXIMUM AUTHORIZED CAPITAL|
|Seychelles||$ 100||No limitation|
|Samoa||$ 300||$ 1´000´000|
|St.Vincent||$ 100||$ 100´000|
|Dominica||$ 150||$ 100´000|
|Nevis||$ 220||$ 100´000|
|Belize||$ 100||$ 50´000|
|Anguilla||$ 230||$ 50´000|
|Bahamas||$ 350||$ 50´000|
|Cayman Islands||$ 600||$ 50´000|
|Panama||$ 300||$ 10´000|
|Cook Islands||$ 300||$ 5´000|
Apart from Seychelles, there is just one major offshore business jurisdiction where the minimum applicable licence fee is not pegged to a limitation on authorized capital - it´s the British Virgin Islands. However, even in the BVI the capitalization is restricted differently - to a minimum number of shares (50´000), regardless of the face value of share. The BVI Government license fee is higher, too, at $450.
No paid-up capital required
A Seychelles IBC is not required to have any minimum paid-up capital in order to start its business operations. Any amount of authorized capital can be stated in the IBC formation documents, as required by the owners (authorized capital is a notional amount of capital that the company is allowed to draw from its shareholders in consideration for the company shares). The amount of the authorized capital can be freely determined at incorporation by the owners of the IBC and there are no mandatory timeframes as to when such capital must be paid up by the shareholders. All in all, the capital structure of a Seychelles IBC can be extremely flexible and can accommodate all variety of business circumstances and needs.
Flexible corporate structure
A Seychelles International Business Company has an independent legal personality and possesses the same powers as a natural person.
A Seychelles IBC requires a minimum of only one shareholder, and one director, both of whom may be the same person. There is no requirement to have any local directors or shareholders and foreign individuals or corporate bodies can be shareholders or directors of a Seychelles IBC. Apart from the director, the company does not have to appoint any other officers.
The shareholders, directors and officers of a Seychelles Business Company may be individuals or corporations and of any nationality. The shareholder´s or director´s meetings need not be held in the Seychelles and there is no requirement for a regular Annual General Meeting.
Meetings can be held by telephone or other electronic means; alternatively, directors as well as shareholders may vote by proxy.
The corporate structure of the Seychelles International Business Company can be designed in accordance with the widest variety of requirements.
A large variety of the type and form of shares
A Seychelles IBC may issue registered shares only, and any of these may be designated as voting shares, non-voting shares, shares having more or less than one vote per share, shares that may be voted only on certain matters or upon the occurrence of certain events, shares that may be voted only when held by persons who meet specified requirements, no par value shares, unnumbered shares, common shares, preferred shares, redeemable shares and shares that entitle participation only in certain assets. A Seychelles IBC may not issue bearer shares.
Name requirements for Seychelles IBC`s
A Seychelles IBC may not be registered under a name that is identical to the name of an existing Seychelles company. The registration of a new IBC may also be refused if its name so nearly resembles the name of another company as to be calculated to deceive, except where the (other) company gives its consent.
The "restricted names" for a Seychelles IBC are those that contain the words "Assurance", "Bank", "Building Society", "Chamber of Commerce", "Chartered, "Cooperative", "Imperial", Insurance", "Municipal", "Trust", "Foundation", or a word conveying a similar meaning, or any other word that, in the opinion of the Registrar, suggests or is calculated to suggest the patronage of or any connection with Seychelles or the Government of Seychelles or with any other country or the Government of that country. The Registrar may permit the incorporation of a company under a name that includes the word "Seychelles" if the Registrar thinks there is a good reason for doing so.
The Registrar may also refuse the registration of any particular name if, in the opinion of the authorities, such name is indecent, offensive, otherwise objectionable or misleading.
The name-endings denoting the type of company
The name of a limited company shall end with a word or abbreviation denoting a corporate body or limited liability. Company names must include one of the flowing name-endings - "Limited", "Corporation” or “Incorporated”, or the abbreviation "Ltd", "Corp", "Inc". The name of a protected cell company shall end with words "Protected Cell Company" or with the abbreviation "PCC".
Main characteristics of the Seychelles International Business Company
|Income tax and business tax in Seychelles||None (if no business is conducted in Seychelles)|
|Conduct business internationally||Yes|
|Conduct business within Seychelles||Yes (local taxes will apply)|
|Formally considered as resident in Seychelles||Yes|
|Official language / language of documents||English|
|Operational objects||General clause, may be specified as required|
|Minimum paid-up capital||No minimum requirements|
|Optimum amount of authorized capital (maximum amount at minimum Government fee)||No limitation|
|Government license fee||USD 100|
|Considerations to the capital||In any currency or in kind|
|Bearer shares||Not allowed|
|Minimum number of directors||One|
|Minimum number of shareholders||One|
|Registered Agent and Address in Seychelles||Required|
|Register of Directors||To be kept by the Registered Agent and filed with the Registry|
|Register of Members||To be kept by the Registered Agent|
|Registers of Beneficial Owners||To be kept by the Registered Agent|
|Register of Members filed for public record||No|
|Register of Directors filed for public record||No|
|Disclosure of beneficial owners to Registrar||No|
|Disclosure of beneficial owners to Registered Agent||Yes (confidential due diligence)|
|Holding of Annual General Meeting||Not required|
|Convention of Meetings of Directors / Members||Anywhere in the world, also by proxy|
|Corporate Minutes and Resolutions||To be kept by the Registered Agent|
|Corporate Seal||Not required|
|Keeping of accounting records||Required|
|Auditing of financial accounts||Not required (if no business is conducted in Seychelles)|
|Filing of financial accounts||Not required (if no business is conducted in Seychelles)|
|Access to double-tax avoidance treaties||Not available to IBC´s|
|Subject to currency controls / restrictions||No|
|Redomicile a foreign company into Seychelles||Yes|
|Redomicile a Seychelles company abroad||Yes|
|Net time to incorporate||1-2 business days|
|Ready-made (shelf) companies||Available|