How to open an offshore company in the Seychelles?

Organizational and legal forms

You can buy a company in the Seychelles or carry out a registration procedure for a new one. International Business Company (IBC) is that organizational and legal form that has gained popularity as an offshore company of the international level. It is a great way for the owners and directors to get anonymous status, avoid the need to file annual reports and get rid of burdensome taxation. The Companies Act 1972 provides for the creation of such types of companies: companies which participants are limited by shares, companies which members are limited in liability, companies with limited liability for shares and amounts, companies with unlimited liability of participants, as well as public companies. Regardless of the type of company, the Articles of Incorporation and Articles of Association are submitted to the Companies Register for registration of the company and an appropriate registration fee is paid.

International Business Company

IBC is the most common type of company for offshore operations in the Seychelles. In most cases, IBCs are formed in the form of private companies, the participants’ liability in which is limited by shares, and the activity is regulated by the International Business Companies Act of 1994. The main features of IBC in the Seychelles are as follows:

• A company can be created with one director and one shareholder;
• Shareholders, directors and employees of the company are not required to be residents of the Seychelles, nor is there any restriction on their nationality;
• There is no minimum requirement for the size of the authorized capital; shares may be registered or bearer, and may be issued in any currency;
• There is no mandatory requirement to hold meetings of shareholders in the Seychelles, they can be conducted over the telephone;
• The only documents that will be available in the public register are the Articles of Incorporation and the Articles of Association of the company.

Some mandatory rules are applied to the International business companies in the Seychelles, in particular they:

• do not have the right to conduct business or conduct transactions of any type with residents of the Seychelles;
• do not have the right to have a stake in or own immovable property, the exception is the right to lease premises for the purpose of locating the office;
• are required to obtain an appropriate license for the purpose of banking, insurance activity, insurance and reinsurance services.

International business companies can conduct activities within the country, without the threat of offshore status, namely they:

• Receive the services of professional lawyers and accountants;
• Prepare and publish books and records;
• Own shares of other resident companies of the Seychelles, if it is not prohibited by the Laws of 1972 and 1994;
• Can own vessels that are registered in the Seychelles.

Registration of an international business company is possible only with the participation of an agent registered in the Seychelles Islands. The cost of registration depends on the amount of authorized capital. According to the general rule, the company registration takes no more than one day, at the same time, registration of banks, trust funds and insurance companies takes a longer period. The state fee for registration of the International Business Company in the Seychelles is $100 if the amount of an authorized capital is less than $100,000, and $1,000 if the authorized capital is more than $100,000. The annual fee for renewing registration is $100. The established annual fee is not changed during the lifetime of the company, even if it is established for new IBC in a different size.

Trusts (trust funds)

The International Trusts Act 1994 introduced the concept of international trusts in the Seychelles for the first time. In accordance with the International Trusts Act, the International Business Authority of Seychelles, in parallel with the courts, was appointed by the body regulating the activities of trusts.

Features of international trusts:

• An international trust can be created by written agreement, by will or by oral application; creation of conditional trusts is allowed subject to the availability of a relevant court decision;
• Creation of target trusts is allowed;
• Permanent location of the founder of the trust must be outside the Seychelles; permanent location of at least one founder must be within the jurisdiction, but an international business company may be such an founder that can not be considered as a resident; proceeding from the above, an international business company may be the founder of a trust;
• Trust cannot own movable or immovable property in the Seychelles;
• The names/titles of the founders of the trust and its beneficial owners are confidential in accordance with the provisions of the International Trusts Act 1994, however, information may be disclosed by court order or in accordance with the Anti-Money Laundering Prevention Act;
• Standard period of perpetual possession of a trust is 100 years, but this period is not applied to the target trusts;
• Accumulation of profit is allowed;

Trusts are not taxed in the Seychelles; a registration fee of $100 is collected by the Seychelles International Business Administration.

Limited Liability Partnership

Limited partnerships are established and operate in accordance with the Law on Limited Liability Companies of 2003. A feature of limited partnerships is that they enjoy substantial tax benefits, including the ability to make profit from foreign sources and transfer non-taxable profits in the Seychelles to foreign partners. Limited partnerships are widely used to establish joint international enterprises and conduct related activities.

Main features of limited liability partnerships:

• At least one full partner who will be responsible for all obligations of the partnership must be a member of a limited liability partnership, as well as at least one partner with limited liability who is not liable in most cases;
• At least one full partner of the partnership must be a resident of the Seychelles (natural or legal person);
• Registered office of the company must be located in the Seychelles;
• Limited partnerships cannot operate in the Seychelles, with the exception of activities which is necessary for doing business outside the country;
• Limited partnerships are required to file an annual certificate of compliance with the requirements of the 2003 Law.

Company with shared portfolios

Companies with shared portfolios (hereinafter abbreviated as “CSP”) are established and their activities are regulated in accordance with the identically named law of 2003. CSPs are internal companies that have the right to create one or more identifiable groups, in order to separate and protect group assets, in accordance with the provisions of the Law. Each group is separately identified and has its own funds, however, no group can be considered as a separate legal entity from the company. Directors of a company with shared portfolios are required to keep the group funds separately from non-group, as well as keep separately the funds of individual groups within the company. The obligations of a certain group can not affect the funds of another group.

What is included in the price?

• registration of originals of statutory documents and making copies with an apostille certification;
• production of a registration certificate and a certificate that confirms the ownership of shares;
• issue of a general power of attorney for further disposal by an offshore company;
• appointment of the chief executive (director);
• preparation of registers of directors and all shareholders, as well as the minutes of the first meeting of shareholders;
• introduction of state duty for the whole year;
• payment for the services of the registration agent and office for the period of the first year;
• preparation of a letter on the resignation of the nominal director (there will be space for the date);
• production of a corporate seal;
• delivery by courier service is paid.

In addition, a number of other documents and certificates may be provided, for example, directors’ decisions, extracts from the register, special powers of attorney, additional seals, etc. Long-term experience of successful work in this field allows us to guarantee our customers professional consultations and quality services at all stages of offshore company registration.