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Seychelles Fact Sheet
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Statutory description of private limited company
International Business Company (IBC).
Governing corporate legislation
International Business Companies Act 1994, as amended.
Timescale for incorporation
Companies are incorporated on a same day basis, subject to receipt of instructions in the Seychelles before 2pm local time (there is a time difference of +4 hours to GMT) and completion of all due diligence enquiries.
Availability of ready-made companies
Available. Please provide us with your email address if you would like us to email you weekly lists of ready-made companies.
The regulations governing availability of names
It is mandatory to have a suffix which denotes limited liability e.g. "Limited", "Corporation", "Incorporated", "Société Anonyme", "Berhad", "Namloze Vennootschap" and their abbreviations. A full list of permitted suffixes is available on request. If the name is not in English or French the application must be accompanied by an approved translation and transliteration in English or French. It is prohibited to use a name already in use or any names deemed by the Registrar to be indecent, offensive or misleading. Words such as "Bank", "Building Society", "Trust", "Cooperative", "Insurance", "Foundation", or any name which suggests the patronage of government is also prohibited.
Minimum and maximum number of shareholders
Sole shareholders are permitted. There is no maximum number of shareholders provided by the Act.
Standard authorised capital
Companies are normally incorporated with US$100,000.
Statutory minimum paid-up capital requirements
None, however all issued shares shall be paid for in money or other valuable consideration.
Denomination of share capital
Share capital may be denominated in any recognised currency.
Residency requirement on shareholders or shareholders meetings
Minimum and maximum number of directors
Sole directors are permissible. There is no statutory maximum, although the articles may impose a limit.
Are corporate directors permitted?
Nationality and residency requirements of directors
Nature of the powers of directors
The directors have all the powers of the company that are not reserved to the members under the Act or in the memorandum and articles.
Directors' meetings can take place in any location and may be held electronically.
Information published relating to directors
There is no public register of directors.
All IBCs are required to prepare and submit to their Registered Agent an Annual
Declaration stating that the company is keeping accounting records in accordance with the Act and that such records can be made available through its registered agent, and that the share register located at the registered office is complete and updated.
The deadline for the IBC to submit this declaration to the Registered Agent is 31 December (of each year).
Must accounts be prepared by the directors?
In order to comply with section 65(1) of the International Business Companies Act, 1994 (as amended), the company must keep or cause to be kept proper accounting records;
(i) that are sufficient to show and correctly explain the company's transactions;
(ii) to enable the financial position of the company to be determined with reasonable accuracy at any time; and
(iii) to enable for accounts of the company to be prepared.
In addition, the directors are required to advise the Registered Agent of the location of the company accounting records
Must such accounts be filed with the financial authorities?
Must such accounts be audited, and if so by whom?
There is no compulsory audit requirement.
Must the company have a registered presence in the territory of incorporation?
Yes. An IBC must at all times have a registered office and registered agent within the Seychelles.
What records must be maintained in the territory and are they available for public inspection?
Although not mandatory, we recommend that an imprint of the common seal be kept at the registered office. A copy of the share register and the register of directors and officers must be in Seychelles, and are usually kept at the registered office. Other records such as minutes of meetings of directors, members and copies of all resolutions may be kept at such places as the directors determine. These are not available for public inspection.
Can the company make secured loans?
Yes, subject to compliance with the law concerning banking, consumer credit and investment intermediaries.
Can the company make unsecured loans?
What are the limits placed on the company's borrowing powers?
None imposed by the Act.
Is there a register of company charges?
A company may maintain at its registered office or such other place as the directors may determine a register of mortgages, charges and other encumbrances. This is not mandatory. An application to register a mortgage or charge with the Registrar may be made.
The company may have a common seal.
A company incorporated under the laws of a foreign jurisdiction may continue its existence in Seychelles. Similarly, IBCs may transfer their domicile to foreign territories that permit such procedures.
Annual licence fee
For all companies irrespective of the share capital US$100 Annual Licence fee is payable, plus Government tax of 7.5%.
Payable by the anniversary of the company's registration.
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