Seychelles

The legal forms and types of business available to foreign entrepreneurs in the Seychelles are: international corporation (BC), insurance and investment fund, banking institution, as well as yacht and ship registration.

The country has a register of companies and shareholders, which is currently closed.

Important information

Reporting
    • Reporting requirementNo
    • Open access to reportingNo
    • Mandatory auditNo
    • Annual Return Submission RequirementNo
    • Open access to Annual ReturnNo
    • Reporting requirementYes
    • How many countries have signed an Agreement on the avoidance of double Taxation15
    • OECD MembershipNo
    • Is it considered offshore under Russian lawNo

6 simple steps to purchase a company

  1. choosing a country

  2. choosing a bank

  3. payment (by any method)

  4. sending documents

  5. company registration

  6. bank account opening

Jurisdiction advantages

  1. An offshore company in the Seychelles is a legal entity operating and earning a profit outside the country of incorporation. Taxes on international income are payable at source and/or at the founder's place of tax residence.
  2. The main advantages of Seychelles corporations include:
  3. Confidentiality and a closed register, where information is not shared with third parties and can only be disclosed to individual state bodies.
  4. The jurisdiction's economic and political stability.
  5. Lack of currency controls, which allows the use of any banknotes.
  6. Exemption from international income tax if the international company has not taken up resident status at the place of registration. In the second case, the rate is 1.5%, but only on net income.
  7. Simple conditions for registering financial institutions, banks, insurance and investment funds.
  8. There are no requirements for audits, tax audits and financial reporting.

Company registration in the Seychelles – general information

Important information for the founder of a company in the Seychelles in 2021

  1. The legal forms and types of business available to foreign entrepreneurs in the Seychelles are: international corporation (BC), insurance and investment fund, banking institution, as well as yacht and ship registration.
  2. The country has a register of companies and shareholders, which is currently closed.
  3. There are no restrictions on the nominal service, which has recently lost its relevance due to the automatic exchange of tax information between countries and the mandatory identification of the owner/beneficiary when opening a bank account and setting up a business.
  4. It is best to open a corporate account for a Seychelles company before it is formed having received detailed advice on this issue from the experts of our portal.
  5. Licensed activities can only be carried out if the requirements for economic presence in the jurisdiction (substance) are met, which applies to trusts, insurance and banking corporations as well as investment funds.
  6. On 31 January 2021, a new corporate law (BOA) came into force in the Seychelles regulating the transparency of beneficiaries. In short, almost all companies are required to provide information about the final beneficiary to the registration agent within 14 days from the date of opening.
  7. Information is entered into the register and transmitted upon request to international and local agencies, including banking institutions, law enforcement agencies, pension offices and tax authorities. The penalty for non-compliance is up to 50,000 yuan or up to two years' imprisonment.

Taxation

International corporations are exempt from:

  1. value-added tax;
  2. income tax;
  3. capital gains tax;
  4. withholding tax;
  5. stamp duty.

Personal Income Tax - Income & Non-Monetary Benefit Income Tax is paid by employees and employers on income from employment. Employees who are residents of the Seychelles pay tax at the rate of 18.75%, non-residents - 10%

Corporate income tax - The corporate income tax exemption is abolished, however, companies operating under special licences (CSLs) registered up to and including 16 October 2017 can still enjoy these tax exemptions and are exempt from paying tax until 30 June 2021

The government of the jurisdiction seeks to comply with the requirements of the EU and the FATF, which provides for limited reporting in the offshore, but does not impose an obligation on the business founder to declare profits earned in another country.

Registration

  1. To open a company, you will need to submit an application for consideration of a unique name, which must not have any prohibited word combinations or references to the government. The ending may include the abbreviations LTD, INC, Corp etc.
  2. Management requirements: a minimum of 1 shareholder and director, including one legal entity/individual of any residency. The secretary and accountant are appointed at the discretion of the founder, but are not compulsory staff positions.
  3. Apply to register a legal entity on behalf of a foreign founder by submitting documents (upon request).
  4. Pay the amount of share capital, which is not fixed for Seychelles international companies and can be declared in the amount of USD 1.
  5. Open a corporate account with any bank, non-bank and payment system.
  6. Prepare incorporation documents and obtain permission to operate internationally.

If the company registration is aimed at one of the licensed niches, it will be necessary to obtain the relevant licence and accept the tax residency of the country of incorporation.

Required documents

  1. Certificate of incorporation
  2. Memorandum and Charter
  3. Apostille of the bound set of copies of Constitutive documents
  4. Share Certificates
  5. Apostilled Subscriber’s Resolution
  6. Resolution of first shares allotment

When opening a bank account that is available for a Seychelles offshore in the banks of Belize, Mauritius, Dominica and other jurisdictions, additional details may be requested.

Nominee director and shareholder

  1. Resolution effecting the issuing the Power of Attorney
  2. Apostilled Power of Attorney
  3. Consent Letter (Letter of consent from the Nominee Director on the assumption of office)
  4. Nominee Director’s Declaration
  5. Deed of Trust

Registration period

The total period of incorporation of a business in the Seychelles offshore takes from 1 day to 2 weeks, excluding a bank account, which will take up to 3 months to open.

General characteristics of the Foundation

  1. The Foundation is a legal entity and is subject to state registration. The Articles of Association (Charter) are submitted to the Registry of Companies and a certificate of incorporation is then issued.
  2. The foundation is set up to manage the assets of the foundation and to distribute the profits generated among the beneficiaries.
  3. The foundation does not provide for equity participation and has no shareholders (participants).
  4. The foundation must have a registered office and a registration agent in the Seychelles with a local licence to provide foundation administration services. The Foundation is not allowed to operate in the Seychelles.
  5. The founders of the foundation may be legal entities and individuals, irrespective of residency.
  6. The Charter of the Foundation is a public document. The Regulations of the Foundation are an internal document of the Foundation. Both the Charter and regulations of the foundation must comply with the Law.
  7. The beneficiaries of the foundation can be identified by name, or they can be identified by class of persons or by their relationship to a person. The founder of the foundation may be among its beneficiaries (however, the founder cannot be the sole beneficiary of the foundation).
  8. The minimum initial asset value of the foundation shall not be less than USD 1 or the equivalent in another currency. The assets of a foundation can be any property or right that has a property value, including shares, real estate (except real estate in the Seychelles), trademarks, etc.
  9. The governing body of the fund is the Council, consisting of one or more persons. Although the foundation's assets are managed by the foundation council, the founder of the foundation may "reserve" a number of supervisory powers over the foundation's affairs.
  10. It is possible to appoint a protector who would oversee the actions of the Foundation's Board in the interests of the founder and beneficiaries.
  11. The foundation may exist for a limited or unlimited period of time.

Objectives of the foundation

  1. Corporate and tax planning (the foundation as part of an international corporate structure);
  2. Asset protection and management;
  3. Ensuring the desired order of succession;
  4. Charity.

Advantages of the foundation

  1. Status as a legal entity. The Foundation shall act in civil turnover in its own name and shall be independently responsible for its obligations.
  2. Tax exemption. Foundation income as well as distributions to foreign beneficiaries are not taxed in the Seychelles.
  3. Confidentiality. Members of the Foundation's Board have a duty to maintain the confidentiality of information about the exercise of their powers.
  4. The beneficiaries of the foundation can be defined either in the Charter or in the foundation's regulations. The general procedure for designating beneficiaries may be set out in the fund's Charter (public document), while the names of beneficiaries, rules for adding and removing them, the amount and procedure of payments to beneficiaries may be set out in the regulations (an internal document of the foundation).
  5. Flexibility. The law allows for broad discretion in the formulation of the foundation's documents. In a number of cases, the Charter and/or regulations of the foundation may contain rules that differ from the dispositive norms of the Law.
  6. Protection of the interests of the founders and beneficiaries. The property transferred by the founder to the foundation becomes the property of the foundation. The assets of the foundation may not be used to satisfy the obligations of the founders or the beneficiaries of the foundation (provided that the foundation is legally and correctly organised).
  7. The foundation (as well as the transfer of assets to the foundation) cannot be declared invalid or legally defective on the basis of foreign rules on compulsory inheritance or other provisions of foreign law. The relevant decisions of foreign courts are not recognised and are not enforceable in the Seychelles.

Disadvantages of the foundation

In countries where there is legislation on controlled foreign companies (CFC), the income of the fund may be taxed at the level of the founder or beneficiaries who are residents of such countries.

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