Seychelles Offshore Company - Seychelles IBC
Seychelles has been a popular offshore financial centre since the late 1990s, and there has been a substantial rise in the use of Seychelles companies by global investors over the last five years.
Seychelles International Business Company (IBC - a company being incorporated under the International Business Companies Act 1994) is the most popular and flexible type of offshore incorporation in Seychelles. IBC in Seychelles is a tax-free business planned for engagement into all forms of international business, with no reporting and low record keeping requirements and full confidentiality characteristics.
Based on the 2010 registration numbers, Seychelles IBC is ranked third in the global offshore (tax-exempt) market, after BVI and Panama.
The main reasons for setting up a Seychelles IBC are the following:
- Speed of incorporation and delivery;
- No Seychelles tax other than the annual government fee;
- No public filling of details of directors, shareholders or beneficial owners;
- No obligation to prepare annual accounts, audit or filing requirement;
By the law’s definition, a Seychelles IBC is not liable to any tax or duty on profits and income. Additionally, a Seychelles IBC shareholder is not liable to any tax on income derived from his or her IBC. Article 109 (1) of the Seychelle IBC Act details these provisions as follows:
109.(1) A company incorporated under this Act or a shareholder thereof shall not be subject to any tax or duty on income or profits accruing to or deriving from such company or in connection with any transaction to which that company or shareholder, as the case may be, is a party.
Similarly, a Seychelles IBC is not subject to stamp duties on any transactions that relate to its business, specifically on property transfers dealing in any way with the company, or any transactions regarding debt obligations, shared or any other security of the IBC.
As long as it complies with some basic rules of operation, a Seychelles IBS is an offshore corporation that is completely tax-free. A Seychelles IBC must not pursue business within Seychelles, with the exception that it may do business with other Seychelles IBC’s. All exemptions for a Seychelles IBC will, according to the law, remain intact for 20 years, starting on the day that the IBC becomes incorporated.
A Seychelles company, in order to reach the IBC status, must follow these criteria:
- It may not operate in Seychelles;
- It may not own real estate in Seychelles;
- It may not participate in insurance, banking or registered agent business without a special license.
It may, however, enter into the following:
- It may keep books and records within Seychelles;
- It may maintain Seychelles-based bank accounts and deposits;
- A Seychelles IBC may maintain a professional relationship in Seychelles with attorneys, trust and management companies, accountants, investment advisers and other similar persons;
- It may hold meetings of its directors in Seychelles;
- It may lease a property in Seychelles to use as an office where books and records can be kept and meetings held;
- 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 and/or aircraft registered in Seychelles;
- Shares in a Seychelles IBC may also be held by a resident in Seychelles.
International Business Companies pay $100 in government fees at registration, and per annum after. The annual renewal fee for retaining the IBC status is the same. The fees will remain the same throughout the life of the IBC regardless of price fluxuations after the registration takes place.
The government fee is the same for every company regardless of their capital, share numbers or other variables.
One of the key features of the Sechelles International Business Company is confidentiality, due to the fact that the information pertaining to directors, beneficial owners and shareholders are not a part of the public records. The Registrar of Companies at IBC registration will not require any information as to who is the actual beneficial owner of the company. Only the licensed Registered Agent of the company is privy to that information. Internal corporate files of the IBC including the Registers of Directors and Members as well as all Minutes and Resolutions are stored at the Registered Agent’s office and kept completely confidential.
The Memorandum of Association and the Articles of Association are the only documents of a Seychelles Company IBC that are found in public records. These documents contain no reference to the shareholders or beneficial owners of the company.
Because the Republic of Seychelles is an independent country, it does not share any information to overseas organizations or “principals.” Unlike other offshore financial centres that are related to the UK and its overseas territories (EU member states), Seychelles must not comply with the Savings Tax Directive.
Seychelles has not entered into information-sharing pacts with foreign countries in exchange for financial aid. In this way, confidentiality is very well respected and followed in the Seychelles business and corporate legislation. The country’s GDP is helped along by its offshore financial services sector. The government and the public alike are very interested in maintaining and development of the country’s offshore financial centre status.
- Zero Taxes: There are no taxes paid beyond the annual registration fee for a Seychelles IBC. Additionally, when shares are sold or traded, there are no taxes levied against them. This is guaranteed by law for 20 years after the incorporation of the IBC;
- It’s not Expensive: Only $100, an annual operating fee, payable to the government (no matter the amount of the IBC’s authorized share capital);
- Speedy Incorporation: Your Seychelles IBC can be incorporated within 24 hours of registration, and name checks can be turned around in as little as four hours;
- Nominee Shareholders and Directors are Permitted: A Nominee may act as the director and shareholder of a Seychelles IBC;
- Unparalleled Privacy: Ownership privacy is guaranteed by law, and public records contain nother pertaining to the registers of shareholders, beneficial owners or directors in Seychelles;
- Another IBC May Act As Nominee: Another IBC may engage as a nominee shareholder or director of the original IBC and double the privacy protection;
- Bearer Shares are Permitted: Shares may go to either a named or anonymous shareholder.
The “bearer” share is an additional privacy measure because the owner of the share certificates owns the company, and no restrictions exist on the movement of bearer shares. The bearer share does not have to be held by an approved custodian.
- No Reporting Requirements: Seychelles IBCs are not required to accounts or annual company returns. This means less cost per year and added privacy for the company’s records;
- Secure Offshore Banking: Seychelles IBCs have so much privacy that they are a viable option for holding offshore funds. Seychelles also holds a White list status with OECD, which gives it an edge with international banks;
- Convenient Time Zone: Seychelles sits at +4 hours GMT, and so is very convenient to clients in the UK, Europe and major parts of Asia;
- Flexible Business Vehicle: No specialy business licenses are needed to open up a Seychelles IBC, and so one can be opened quickly and easily;
- Political Stability: Seychelles is an established democratic country and has had a relatively unchanged political climate over the past 30 years, and so is a very stable place to open an IBC;
- No nationality requirements or restriction of shareholders, directors or officers.
- No foreign exchange control;
- Confidentiality: All details pertaining to directors, shareholders and officers remains out of the public’s sight and completely confidential;
- No minimum share capital requirements.
SEYCHELLES CORPORATE AND LEGAL FEATURES
(1) No more than one director is required;
(2) The company may have corporate directors;
(3) A local director is not required;
(4) Records of directors is not publicly available;
(5) There are no restrictions on the meeting places of directors;
(6) Voting by proxy is permissible for directors;
(7) Directors do not have to be present at meetings; they may use electronic means to “attend”.
(1) A minimum of just one shareholder is required
(2) That shareholder does not have to be a Seychelles resident;
(3) Meetings held for shareholders can take place anywhere;
(4) Shareholders may attend meetings by telephone or other electronic means;
5) Votes by proxy are permissible for shareholders;
(6) Records on shareholders are not publicly accessible;
(7) An AGM is not a requirement for shareholders in a Seychelles IBC.
Underlying (Beneficial) Company Owners
(1) Records on beneficial company owners are not publicly accessible;
(2) A beneficial company owner may give shares to be held by a nominee or Trustee.
(1) A Company Secretary is not compulsory;
(2) A Company Secretary does not need to co-sign Seychelles IBC documents.
(1) An IBC has no limit on its authorized share capital;
(2) No minimum paid up share capital is necessary, although it is common for $1 to be entered;
(3) Authorized share capital can be authorized in any currency, although US dollars is common;
(4) Registered shares or Bearer shares are permissible;
A Seychelles IBC may issue bearer shares, but there are legal restrictions to their transfer and issue. Under the Seychelles IBC Act, in the case of shares being issued to a bearer, the Registered Agent of the company (us), is required to keep a record (a Register of Bearer Shares) where the names and addresses of all individuals to whom the bearer shares have been issued are recorded. A subsequent transfer of a bearer share will not be effective until the name of the new holder of a bearer share is recorded in that Register. Thus the issue or transfer of bearer shares in a Seychelles IBC cannot be carried out anonymously, which largely negates the necessity to have bearer shares in the first place. A further argument against using bearer shares is the fact that most banks are extremely reluctant to open bank accounts for bearer-share companies.
(5) IBCs may be limited by shares or guarantee or both (hybrid companies).
Authorized Share Capital
A Seychelles IBC has no limit on its authorized share capital for a constant price of $100 annually and no additional filing fees. The government fee applies to all Seychelles IBC regardless of the authorized capital or value of shares. Compared to other IBC jurisdictions, where an IBC is only authorized to have $50,000 in capital until the registration fee is raised, a Seychelles IBC is a great deal.
Shares can be divided how the directors want by class and series, including:
(1) No par value shares;
(2) Unnumbered Shares;
(3) Voting shares or non-voting shares or both;
(4) Shares that carry voting rights only when held by persons who meet specified requirements;
(5) Shares that may have more or less than one vote per share;
(6) Shares that carry voting rights only in relation to certain matters or only upon the occurrence of certain events;
(7) Assets Common shares, preference shares and redeemable shares;
(8) Shares that entitle participation only in certain.
Accounts and Returns
(1) An IBC is only required to keep such accounts and records as the Directors consider necessary;
(2) or desirable in order to reflect the financial position of the company;
(3) Annual accounts are not required to be filed;
(4) Kept accounts are not required to be audited;
(5) Accounts are not publicly accessible;
(6) An Annual Company Return is not required.
There are many name endings that can be used to show an incorporated company with limited liability, including international standards like Limited (LTD.), Corporation (Corp.), Sociéte Anonyme (S.A.), Incorporated, (Inc.), etc. ( refer to Section 11 (1) of the International Business Companies Act for the complete list of useable name endings).
These words are not able to be used in an IBC name: Bank, Assurance, Trust Cooperative, Chartered, Building Society, Insurance, Chamber of Commerce, Municipal, Imperial or Foundation. Additionally, no word with the name of a Seychelles island or that which portrays any government patronage.
A name that is already used or one that too closely resembles another company’s name will not be recognized by the registry, unless the other company gives consent to the use of the name.
The registrar may deem a name to be indecent, misleading or offensive and not allow its use.
Casino, Fund, Securities, University, Educational, Health, Empire, Estate, Games, Treasury etc. are other names that the registry will not allow.
A Seychelles IBC can be registered in any language and with any alphabet, provided that it is also translated into French and English.