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Seychelles Companies

SYNOPSIS: Since independence in 1976, per capita output in this Indian Ocean archipelago has expanded to roughly seven times the old near-subsistence level. Growth has been led by the tourist sector, which employs about 30% of the labor force and provides more than 70% of hard currency earnings, and by tuna fishing and financial services such as company formations. In recent years the government has encouraged foreign investment in order to upgrade hotels and other services. At the same time, the government has moved to reduce the dependence on tourism by promoting the development of farming, fishing, and small-scale manufacturing. Sharp drops illustrated the vulnerability of the tourist sector in 1991-92 due largely to the Gulf War, and once again following the 11 September 2001 terrorist attacks on the US. Growth slowed in 1998-2002, and fell in 2003, due to sluggish tourist and tuna sectors, but resumed in 2004. Growth turned negative again in 2005-06. Tight controls on exchange rates and the scarcity of foreign exchange have impaired short-term economic prospects. The black-market value of the Seychelles rupee is half the official exchange rate* Population: 81,541 Area: 455 sq km.

 
 
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LOCATION

Archipelago in the Indian Ocean, northeast of Madagascar and South Africa

 

RELATIONSHIP WITH THE UK

Until 1976 the Seychelles was a British Colony with Britain remaining the most significant investor in developing tourism and also in banking including Barclays Bank in Victoria
 

ADVANTAGES OF AN INTERNATIONAL BUSINESS COMPANY ("IBC")

Incorporation provides the following benefits and features:

  • Companies are exempt from all Seychelles taxes and stamp duty (save for registration and annual license/franchise fees) even though the administration of an IBC may be from within the Seychelles.
  • There are no minimum issued share capital requirements.
  • A Company is required to have a registered agent and office in the Seychelles. In most cases, nominee directors will also be employed to allow anonymity to be maintained when dealing with third parties. Otherwise, it may be necessary for an ultimate beneficial owner to reveal his or her identity.
  • Both registered and bearer shares can be issued (and converted from one to another) and the company may acquire and hold its own shares.
  • Only one shareholder is required.
  • Only one Director is required. A company may serve as director.
  • There are no nationality requirements for either directors or shareholders.
  • Directors have power to protect the assets of the company by transferring them to trustees, another company or other legal entities for the benefit of the IBC, its beneficial owner(s) and/or creditor(s).
  • Registered agents are authorised to verify and authenticate the signatures of all company directors and officers including those of the agents concerned. To maintain total anonymity and promote efficiency, the authenticated signature of a director(s) normally belong to, ‘nominees’.
  • The IBC Ordinance allows that a company incorporated outside the Seychelles may be redomiciled in the Seychelles under the "continuation" features of this Ordinance.
  • The books and records of the company may be maintained anywhere.
  • No accounts or annual summaries have to be filed with the Government, with the exception of the annual fee form to be completed and filed by the registered agent in the Seychelles

 

TAXATION

Employment income earned by individuals in the Seychelles is not subject to income tax whilst there are also no individual or corporate capital gains, net worth or inheritance taxes. Business activities however are taxed at up to 40% and are required to pay national insurance contributions.

 

HOW TO INCORPORATE AN IBC

Any person, natural or judicial, may singly or jointly with others, in the Seychelles or elsewhere, incorporate an IBC by subscribing to a memorandum and articles of association. The usual procedure is for a nominee to act as incorporator. The directors arrange for the issuance of shares and take all other normal board decisions.

 

CORPORATE REQUIREMENTS

Name: The name of the corporation may be in any language. It must contain the word: Limited.

Capital: No authorised capital, but US$50,000 usually used. The authorised share capital may be expressed in any currency, and the IBC legislation also allows for a company to have its capital expressed in more than one currency.

Registered Office Agent: All companies incorporated in the Seychelles must maintain both a registered office and agent in the jurisdiction.

Amendments: The memorandum and articles of association may be amended by either a resolution of the directors or of the shareholders. The amendment must be filed with the Registrar of Companies.

Books, records and common seal: An IBC company is required to have a common seal (which may be kept in or outside of the Seychelles). An imprint of the seal must be kept at the IBC's registered office. The seal must be used if a company enters into a contract, which, if entered between individuals, would be required by law to be in writing and under seal. An IBC shall keep such accounts and records, as the board considers necessary to reflect the financial position of the undertaking, at the registered office of the company in the Seychelles or at such other place outside the Seychelles as it determines.


Powers of attorney: An IBC may grant general or special powers of attorney to any person, to act on its behalf to execute contracts, agreements, deeds and other instruments. These powers are not a matter of public record.

Certificates of good standing: Certificates of good standing for a company can be obtained upon proper application to the Registrar of Companies.

Register of shares: Shareholder details are not kept on public record. Every IBC is required to keep one or more registers of shares and shareholders, and at least one copy thereof must be kept at the registered office of the company in the BVL To comply with the law, it is advisable that the registered agent be informed of any changes in the register of shares.

Shares: Both registered and bearer shares may be issued (and converted from one to another) and the company may acquire and hold it's own shares.

Directors/Officers/Shareholders: Only one shareholder is required. Only one director is required. A company may serve as a director. Details in respect of the aforementioned are not kept on public record.

Re-domiciliation: A Seychelles company may transfer it's domicile to a foreign jurisdiction permitting such a transfer. A company organised under any foreign jurisdiction may continue its existence as a Seychelles company upon the approval of the necessary resolution by it's proper corporate body.


Amendments: Amendments are made in accordance with the terms and conditions outlined in the memorandum and articles of association. In most cases, either the board of directors or shareholders must take important decisions.

 

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