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How to Register Company in Seychelles

The Republic of Seychelles gained independence from Great Britain in 1976. This small island country is located in the Indian Ocean off the east coast of Africa. In total, it consists of 115 islands of which only 33 are inhabited.

A while back, Seychelles were heading towards socialism, but over time they managed to make its economy and then the political system more liberal. As a result, it is a modern flourishing country where market mechanisms have been developed and the government cares for its citizens. The Republic is successfully building international relations and is a member of the British Commonwealth of Nations.

Seychelles is also known all over the world as a beach resort and a traditional offshore zone. Since 1994, the number of registered international companies in the country has been growing, and now, according to some reports, they make up 70,000 to 100,000 or more. Such incredible popularity of the jurisdiction among foreign entrepreneurs could not have appeared out of the blue.

Advantages of opening an offshore company in Seychelles

Why do entrepreneurs register their business in offshore zones? It is like killing four birds with one stone.

  1. Reducing tax expenses. In this country, the foreign revenue of offshore companies is not subject to corporation tax;
  2. Concealing the ultimate beneficial owners and directors of the company;
  3. Significantly simplifying the company’s financial and tax reporting;
  4. Benefiting from a simple company registration procedure.

All these goals are relatively easy to achieve if you open an international company in Seychelles.

  1. An offshore company is fully exempt from paying corporation tax, stamp duty and other local taxes if the company is trading outside the islands. Such companies only pay an annual fixed fee to the state treasury and incur minor expenses.
  1. Information about the founders and management of offshore companies registered in Seychelles is confidential and can be disclosed to third parties only by a court decision. For those who want to conceal the actual shareholders and directors even more securely, a special nominee service is available in Seychelles.
  1. The island authorities do not require offshore companies to submit financial accounts, tax reports and audits every year. The International Business Companies Act states that such a company should be ready for inspection, i.e. at least financial accounting should be kept to a minimum extent, as well as bookkeeping records and corporate bank account statements be kept in order.
  1. Registration of an offshore company in Seychelles is done through a local incorporation agent and does not take much time and money from a foreign businessperson. Moreover, in Seychelles, it may be possible to set up a company remotely without leaving your home. The applicant’s credibility is verified in a formal and limited way.

Besides the main advantages of a traditional offshore, the requirements for the structure of international business and its share capital are also minimised in this country.

  • To set up a Seychelles international company, only one shareholder and one director (an individual or a legal entity) are required. It may indeed be the case when the founder and the director of the company are the same person.
  • There are no requirements regarding the tax residency and nationality of the management and shareholders of offshore companies.
  • There is no minimum or maximum authorised capital requirement for a Seychelles company. Usually, foreign businesspeople are only advised to be incorporated with a share capital of $5,000 with par value.

In Seychelles, offshore companies are allowed to issue bearer shares. The bearer share certificate can be held by the actual owner. A transfer of ownership of the shares must be recorded in the company’s internal register of shareholders.

Particular attention should be given to the flexible legislation of Seychelles, which combines British law and French civil law. In real terms, the applicable laws and governmental non-interference in business activities turn out to be of maximum convenience. In disputes, you can always count on an unbiased decision of an independent court.

There is no currency control, so you can use not only Seychelles rupees but also any other freely convertible currency.

In recent years, Seychelles, like many other tax havens, has been collaborating with international organisations fighting money laundering. Among other things, this jurisdiction has joined the OECD (Organisation for Economic Cooperation and Development) program for the automatic exchange of tax information.

Types of business a Seychelles company can be registered for

Registering an offshore company in Seychelles will be a good solution for the following activities:

  • Holding entity
  • Investment fund
  • International trade
  • Online trading
  • Licensing (Intellectual Property and Trademark services).

Seychelles is also known as an extremely convenient jurisdiction for registering ownership of aircraft and ships. Therefore, many air carriers and shipping and leasing companies have settled here.

What form of incorporation to choose in Seychelles?

Since in Seychelles business is clearly distinguished between offshore and non-offshore, foreign businesspeople are offered a special form of incorporation, popular in other tax havens, an IBC (International Business Company).

As it has been emphasised repeatedly, IBCs are exempt from corporation tax and almost free from financial accounting.

This form of incorporation is characterised by significant limitations. An IBC cannot:

  1. Run business within Seychelles.
  2. Partially or fully own or lease properties in Seychelles. The only exception is the lease of office premises.
  3. Operate as a bank, trust or insurance company.
  4. Provide a registered office to other companies.

If you plan to run a business at the place of registration, you will need another form of incorporation (sole proprietor, limited liability company, partnership, etc.), permission from the regulatory authorities and an official licence. It must be said that the authorities are very sensitive to entrepreneurial activity inside the country, so almost any kind of business is subject to licensing, except for farming, handicrafts and small-scale fisheries.

Corporate taxation in Seychelles

Companies operating in the islands pay corporation tax from 1.5% (for some licensed activities) to 25-33% (depending on the annual turnover of the company).

The Seychelles VAT rate is 15%. Medications and some food (e.g. vegetables and fish) are exempt from VAT. Local entrepreneurs whose business generates less than 100,000 Seychelles rupees (just under $7,500) are also exempt from paying VAT.

Interest on deposits or bank accounts (5%), dividends and royalties (15%), and income from bonds (33%) are also taxed.

Our advisers can give you more details on taxes and tax optimisation for companies operating in Seychelles.

Procedure for opening an offshore company in Seychelles

The first rule of business registration in Seychelles states that a foreign entrepreneur will not be able to open a company without the assistance of a licensed incorporation agent who is a resident.

The agent will not only help you become the owner of an offshore business in Seychelles within 5-7 working days but they will also keep full information about the beneficiaries and management of the company to be registered. As a rule, in Seychelles, in agreement with the agent, the address of their office is specified as the registered address of the newly formed company. The registered address is needed not only to interact with government departments; it is also a location of bookkeeping and accounting records of the company.

The standard registration procedure includes:

  1. Finding an incorporation agent in Seychelles;
  2. Verification and approval of the name of the company by the Registrar;
  3. Preparation of incorporation documents (Memorandum of Association, Articles of Association, Registers of Shareholders and Directors, etc.).

Approval of the incorporation documents, payment of the registration fee and the incorporation itself. The exact amount of the registration fee depends on the amount of the share capital of the company.

The offshore company keeps collaborating with its incorporation agent, e.g. hands over six-monthly bookkeeping records, regularly requests incoming official correspondence, etc.

It is advised not to wait until a year has elapsed since the company’s incorporation to renew it. Some entrepreneurs mistakenly believe that the renewal of an offshore company registration requires only the payment of an annual fee. You can add the rent of a registered address to the already listed expenses, as well as payment for the services of the incorporation agent during the year.

Obtaining a permit and licence to operate for a local company in Seychelles

It should be borne in mind that the Seychelles authorities are very cautious about any business initiatives of foreign entrepreneurs. Therefore, it is not enough for a person to just register a company to start working directly in Seychelles.

The first step is to provide a brief memorandum outlining the idea for your business. An electronic or printed memorandum must be submitted to a special investment department — Seychelles Investment Board.

If you take your memorandum in person to the office in Victoria, you will receive a response the same day. If you apply online, you will receive a response within 7 days of your application.

To get a permit, you need to describe in as much detail as possible what you plan to do, how the future business will operate and how much you invest in the project at the initial stage.

By experience, the green light is more willingly given to those businesspeople who fully disclosed their idea and are ready to invest a relatively big sum in the business (we are talking about investments above $100,000).

You should also draw up a competent business plan. When it is approved, you will obtain a licence for your business activity. As a rule, the business plan is under review for at least 30 days. During this period, it will be reviewed in detail, and several experts will deliver their opinions.

The steps described above, including obtaining an official licence, will take several weeks. In some cases, it takes 6 to 12 months from the moment of receiving the certificate of registration to the project launch.

Decision-makers are never in a hurry and carefully consider each business in terms of innovativeness and social benefit and how it complies with the general vector of the country’s economic development.

You will significantly simplify the process of offshore business registration in Seychelles if you get legal advice from Imperial & Legal right from the beginning. Our specialists will successfully support you in preparing incorporation documents and opening and renewing an offshore company in Seychelles.

We will provide support if you need to open a current account in one of the Seychelles financial institutions and/or obtain a work permit and licence. To find out more about all the services Imperial & Legal provides for businesses, book an online consultation with our adviser.

FAQs about company registration in Seychelles

What paperwork does an offshore Seychelles company get upon registration?

The exact set of documents depends on the type of company and other factors, so we will list the documents for an IBC only without nominee shareholders and directors involved.

  1. Certificate of Incorporation;
  2. Memorandum of Association;
  3. Articles of Association;
  4. Register of Directors;
  5. Register of Shareholders;
  6. Shareholders’ Resolution for Director Appointment;
  7. Minutes of the first shareholders’ meeting;
  8. Share Certificate;
  9. Apostiled bound copy of the company’s key incorporation documents;
  10. Seal.

This package of documents is usually kept by the business founder or by the incorporation agent.

How much tax does a business operating in Seychelles pay for its employees?

Standard business expenses usually include 15% of the salary as income tax and a 2% contribution to the pension fund.

If the founder of the company is both a director and sole employee, they can inform the tax authorities that they do not wish to receive a salary and will use the proceeds to develop their business. In this case, the foreign director not only does not pay 2% social contributions but is also exempt from personal income tax.

How much money does a foreign investor need to launch a successful company in Seychelles?

First, your business idea must be approved by the SIB; then you will have to go through a long process of approving a business plan and obtaining a licence.

If your project is considered promising, you will need at least $100,000 in investment to develop it successfully. This amount is indicative and non-committing either for the SIB or the Seychelles Licensing Board.

Do I have to pay up the share capital of the company to be registered in Seychelles?

The share capital of international companies is usually also called stated, or declared, so the founders don’t have to open a special bank account in one of the country’s banks and pay up part or all of the authorised capital.

The Seychelles government sets the standard authorised capital at $100,000. However, this does not necessarily apply to every company and other amounts may be provided depending on the business and the client’s requirements. The standard minimum capital can be just as small as $1.

How is corporation tax levied on companies incorporated in Seychelles if they earn their income at the place of incorporation?

Tax calculation is based on the following rates:

  • 25% corporation tax is charged on that part of the revenue generated by the company which does not exceed 1,000,000 Seychelles rupees.
  • 33% corporation tax is levied on the portion of revenue exceeding 1,000,000 Seychelles rupees.

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