Republic of Seychelles


General Introduction

Seychelles is an independent country and a member of the Commonwealth.

Seychelles gained its independence in 1976, having been a British colony since 1812 and has a population of 83,000 and comprises a group of some 115 islands in the Indian Ocean, most of which are situated between 4 and 5 degrees south of the equator.

The country has good political stability with a democratically elected Government.

Seychelles has comprehensive and modern international financial services laws. The Seychelles legal system is based on English Common Law and French Civil Law. The company, banking, trust and other financial services legislation is heavily based on English common law and on laws in the successful Caribbean offshore jurisdictions.

The Seychelles economy is primarily based on tourism, commercial fishing and a thriving offshore financial services industry. Encouraged by favorable tax policies, inward investment has increased significantly over recent years, especially in the financial services sector and the hotel and resort industry.

We are able to offer to our exclusive clientele corporations incorporated in this jurisdiction.

SEYCHELLES CORPORATIONS

Seychelles, which is a country wholly independent since 1976, enjoys of a good political stability, a democratically elected government, a modern financial system and a legal system based in the English Common Law and the French Civil Law.

This jurisdiction offers corporations, foundations, banking services, trusts and other financial services; and it is not included on any OECD´s blacklists or gray lists or those of any other country or international organization.

Its tax system is territorial, that is to say, that the incomes for operation outside Seychelles are not subject to taxes payment in this country.

The incorporation of corporations in Seychelles(International Business Companies or IBC´s) is quick and efficient and it is not required to file the shareholders, beneficial owners and directors’ names at the country Government Registry. Neither financial statements nor income tax returns have to be filed before the Seychelles authorities.

The change of jurisdiction or continuation of a corporation to or from Seychelles is permitted.

Shares:

Bearer and registered shares are allowed. However, it is required that the names and addresses of the shares holders, whether the shares are issued as registered or bearer, to be recorded at the Shares Register of the Corporation. At the client request, the power to issue bearer shares can be eliminated from the Memorandum and Articles of Association (Charter of Incorporation).

Directors and Shareholders:

 Each corporation shall have one or more directors and shareholders, of any nationality, and the same may be juridical persons.

The shareholders and directors meetings may be held anywhere in the world and can be held by telephone or any other electronic means.

Capital :

  • The usual or standard authorized capital is one million dollars (US$ 1,000,000.00), although any amount, lower or higher, is acceptable.
  • Usually the minimum capital issued is of one dollar
  • All the shares issued shall be fully paid, whether in money or by means of any other valuable consideration received by the corporation.
  • Registered shares shall be transferred by means of an instrument of transfer (“share transfer form”) , signed by its owner, on which shall be included the name and the addresses of the acquirer. This transfer shall not be valid to the effects of the company, until it has been registered in the Company´s Share Register.
  • Bearer shares are transferable by delivery to the acquirer of the share certificate that represents them and it is executed by delivery of a notification of transfer. This notification is made to the Registered Agent by means of a note signed by the owner, which shall include the name and address of the acquirer.

Registration of liens:

Seychelles legislation contemplates the option of registering on its Registry the liens constituted by a corporation of that jurisdiction on any of its assets. The lack of this registration does not entail legal consequences in the preference of the credits of creditors.

Our attorneys, specialized on corporate matters, are entirely at the ser vice of our clients and to provide them further information about the Seychelles Corporations.

For incorporation queries in this jurisdiction, please complete and return to us our Company Formation Questionnaire.

For further information on our services provided in this jurisdiction and for the list of our currently available self-companies in this jurisdiction, please Contact Us.

JURISDICTION INFORMATION CHART

GENERAL INFORMATION SEYCHELLES
Company Law International Business Companies Act,1994
Type of Company International Business Company(IBC)
Language of Legislation and Corporate Documents English
Taxation of Foreign Profits None
Exchange Controls None
Length of Time to incorporate 3 to 5 working days
Shelf Companies available Yes
CORPORATE NAMES
Name Restrictions Names identical or similar,offensive words
Endings and Abbreviations Required Limited/LTD./Corporation/Corp./Incorporated/Inc./Société Anonyme/S.A./ Namloze Vennootscha/Berhadà” or their abbreviations
Length of Time to Verify Name Availability 1 day
Reservation of Names Permitted Yes
Language of Name Any language; this requires atranslator’s certificate (English or French translation and transliteration)
Name of Banks, Insurance, Investment Fund, Trust Company or their equivalent require consent and/or licence Yes
CAPITAL AND SHAREHOLDERS
Minimum Number of Shareholders One
Local Shareholders Required No
Corporate Shareholders Permitted Yes
Disclosure of Shareholders No
Minimum Authorized Capital Required No minimum
Authorized Capital/Number of shares that the company is allowed to issue US$1,000,000
Bearer Shares Permitted Yes
Registered Shares Permitted Yes
No Par Value Shares Permitted Yes
DIRECTORS AND OFFICERS
Minimum Number of Directors One
Qualifications of Directors No
Officers Required No
Corporate Directors/Officers Permitted Yes
Nominee Directors/Officers/Shareholders Permitted Yes
Appointment of Subsequent Directors/Officers Memorandum and Articlesof Association
MEETINGS
Annual General Meeting of Shareholders Required No
Annual General Meeting of Directors Required No
Location of Directors and Shareholders Meetings Anywhere
Adoption by Consent Permitted Yes
Quorum required for purposes of meetings Memorandum and Articlesof Association
LOCAL REQUIREMENTS  
Local Qualified Registered Agent/Office Yes/Yes
Filing of Register of Shareholders No
Filing of Register of Directors/Officers No
Filing of Register of Charges Optional
Register of Directors/Officers to be kept at Registered Office Yes
Company Seal Required Optional
Copy of Minutes to be kept at Registered Office Yes
Copy of Share Register to be kept at Registered Office Yes
ANNUAL REQUIREMENTS
Minimum Annual License Fee or Franchise Tax US$100
Annual License Fee or Franchise Tax Due Date On the day before theCompany’s Anniversary
Applicable Surcharges for late payment and Restoration fees 10% (i.e. to $110).If the fee is not paid within 90 days of the due date, the license fee increases by 50% (i.e. to $150) There is no other penalty payable, unless the company is struck off the Register.Restoration fee:1strestoration fee US$300- Jan 12ndrestoration fee US$300-Jul.In addition to the restoration fee, the company will need to pay all outstanding license fees and penalties for each year that it was not renewed.
Requirement to File Annual Returns No
Requirement to Submit Annual Audited Accounts No
OTHER RELEVANT INFORMATION
Member of Apostille of the Hague Convention Yes
Increase or Reduction of Capital Directors’ resolution
Re-domiciliation/Continuation Allowed Yes
Reinstatement at Registry Yes
Dissolution/Striking-off for not payment of annual license fees When company’s licence fee duedate occurs between July to December and has not paid due license fees, i.e., for 2009, striking off will only occur on 1 January, 2011.
   

 

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