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The
Seychelles is an offshore group on islands, used for incorporating
International Business Companies, IBC.
Following
is some useful information on company formation in the Seychelles:
MOST
COMMON REASONS FOR SELECTING SEYCHELLES:
-
Tax exempt status i.e. zero taxation rate
-
Minimal ongoing compliance requirements
-
Administrative and maintenance ease
-
Confidentiality and Secrecy of company details
-
Asset protection
-
Flexible company law
-
Ease of conducting international business activities
-
Diverse investment opportunities
-
Political & economical stability
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SEYCHELLES
IBCs:
IBCs
are international business companies incorporated under the
International Business Corporation Act, 1994.
This
act enables for the establishment of tax exempted offshore companies
having minimal compliance requirements and completes confidentiality
of details.
According
to this incorporation act, the following restrictions are applicable
to IBCs:
-
An IBC is not allowed to carry on any business activities
with the residents of Seychelles.
- IBC
can not own real estate in Seychelles.
- Can
not provide Registered Address or Registered Agent services
to other companies incorporated in Seychelles
-
IBC is not allowed to conduct a Banking, Trust, Insurance,
Reinsurance and company management business, unless it is
licensed to do so under the relevant laws.
An
IBC is allowed to conduct the following activities:
- Open
and maintain Seychelles based bank accounts
-
Maintain company registers, books and records within Seychelles
-
Establish professional contacts with attorneys, accountants,
consultants, advisors and other similar individuals or companies
-
Hold directors' or shareholders' meetings in Seychelles
-
Lease real estate
-
Take property on rent to use as an office
-
Hold shares of another Seychelles Company
-
It can hold bonds, treasury bills and other securities issued
by the Seychelles government
-
Own a Seychelles registered Vessel or air craft
-
Shares of Seychelles IBC can be held by a Seychelles resident
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REQUIREMENTS
FOR INCORPORATION:
In
order to incorporate an IBC in Seychelles, you need to fulfill
the following three requirements:
- You
need to have at least one person who can act as company
director and shareholder at the same time.
-
You need to have a registered agent / local agent in Seychelles
to represent your business.
-
You need to have a registered address in Seychelles which
is also used as the address for the registered agent
-
A Seychelles IBC must have a common company seal and its
imprint has to be kept at the registered office of the IBC
Our
offshore package fulfills the last three requirements, i.e.
we provide you with registered address, local agent and company
seal. There is no extra cost for these services. These are included
in the package fee of £750.00
Company's
Certificate of Incorporation, Articles and Memorandum of association
are the only documents which are to be submitted to the Companies
Registry.
A
copy of company's share register is to be kept at company's
registered office.
There
is no need to mention directors' or shareholders' identity in
these documents. No other personal information is required by
incorporation authorities for incorporation.
You
do not need to report any changes in your company details to
Companies Registry once your company is incorporated, i.e. no
ongoing compliance requirements.
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LEGISLATIVE
LANGUAGE:
Incorporation
documents must be in English or French. These documents can
also be prepared in any other language but an English or French
translation must be attached to these documents.
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NAMING
THE IBC:
Following
is an overview of different considerations for naming a Seychelles
IBC:
Language
of Name:
As
mentioned above the official languages are English and French.
Company name can be in any language but an English or French
translation must be attached with the company name to make sure
that it does not contain any sensitive, offensive or restricted
word in it.
Name
Restrictions:
Any
name that is identical or very similar to an existing company
name can not be used for incorporation.
Similarly
any name that requires approval of the Royal Family or Seychelles
government or any other government is also restricted. You need
to attach a letter of approval with your incorporation documents
to get this company name incorporated.
Suffixes
that can be added to the company name to show limited liability:
One
of the following suffixes must be added to the company name
to show that this is a limited liability company.
- Limited
or Ltd)
- Corporation
or Corp.
-
Incorporated or Inc.
- Société
Anonyme or Sociedad Anonima or S.A.
- Public
Limited Company or PLC
- Société
à Responsabilité Limitée or S.àr.l
- Berhad
or Bhd
- Proprietary
or Pty
- Namloze
Vennootschap or N.V
- Besloten
Vennootschap or B.V
- Aktiengesellschaft
or A.G.
- Limited
Life Company or LLC
- Spolecnost
s. rvcenin omezenym or S.R.O.
- Limita
or LTDA.
- Compagnie
or CIE
- Company
or CO.
- Società
per Azioni or S.P.A. Societè par action or S.a.r.l.
- Részvény
Társaság or (R.T.)
- Osakkeyhtiä
or Oy
- Részvénytársaság
or Rt
- Akciová
spole nost or Akciová spolo nos or a.s.
- Dioni
ko društvo or d.d.
- Delniska
druzba or D.D.
- Aktsionernoye
Obschestvo or A.O.
- Osakeyhtiö
or OY
- Anstalt
or Est
- Gesellschaft
mit beschränkter Haftung or GmbH
- Anpartsselskab
or ApS
- Aktieselskab
or A/S
- Società
a responsabilità Limitada or S.r.l.
- Sociedad
Limitada or S.L.
- Spóka
Akcyjna or S.A
- Spólka
z organiczon odpowiezialno co or Sp.z
- Private
limited company or o.o.
- Close
Corporation or CC
- (Proprietary)
Limited or ((Pty)Ltd
-
Eteria periorismenis efthynis or E.P.E.
-
Societe, a Responosabilité Limitée or S.A.R.L.
Names in Chinese characters can also be incorporated.
Names
requiring License or Approval:
Following
is a list of those names for which either a license or a written
permission is required:
-
Assurance
-
Bank
-
Building Society
-
Chamber of Commerce
-
Trust
-
Chartered
-
Cooperative
-
Imperial
-
Insurance
-
Reinsurance
-
Surety
-
Casualty
-
Indemnity
-
Guarantee
-
Municipal
-
Foundation
-
Trust Corporation
-
Trustee Company
-
Trustee
-
Savings
-
Savings and Loan
-
Underwriting
Foreign
language equivalents of these names also need license or approval.
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ANNUAL
COST:
Using
our company formation services your annual cost would be £500.00
and this cost includes the following:
- Registered
Agent Fee
- Registered
Address Fee
- Annual
License Fee
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COMPANY'S
SHARE CAPITAL:
Authorized
Share Capital:
There
is no minimum or maximum share capital requirement. We can get
your company incorporated with even 1 share.
The
local currency of BVI is Seychelles Rupee; however, your share
capital can be in any currency or in more than one currency.
The standard currencies which are usually used for incorporation
are US Dollars and Pound Sterling.
Issued
Share Capital:
There
is no issued capital requirement. It is not necessary to issue
shares unless it is decided by the directors. However, once
issued, these should be paid in full amount. Shares can be issued
for considerations other than cash such as services, properties,
shares of another company etc.
Your
minimum issued capital can be only one share with or without
a par value.
Payment of minimum issued capital is not required, however if
you pay, your minimum paid in capital can be one fully paid
share.
Company
can buy back or redeem its own shares. These shares can be cancelled
or kept as treasury shares.
Classes
of Shares:
An
IBC can have the following types of shares:
-
Registered Shares
-
Bearer Shares
-
Shares of No Par Value
-
Redeemable Shares
-
Preference Shares
-
Shares with or without Voting Rights
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COMPANY
DIRECTORS:
- Only
one director is required.
- Both
individuals and companies can act as a director.
- There
are no nationality or residence restrictions for directors.
- There
is no requirement to hire any resident director.
-
There is no need to maintain publicly accessible records
of directors.
-
Directors meetings can be held anywhere in the world whenever
required.
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COMPANY
SECRETARY:
-
Only one company secretary is required who can be an individual
or a company.
-
There are no nationality or residence restrictions for the
company secretary.
-
Appointment of a company secretary is optional.
-
There is no requirement to appoint any resident secretary.
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COMPANY
SHAREHOLDER:
-
Only one shareholder is required.
-
This can be an individual or a company.
-
There are no nationality or residence restrictions for company
shareholders.
-
There is no requirement to have any resident or local shareholders.
-
Residents of Seychelles can hold shares of a Seychelles
IBC.
-
There is no need to maintain publicly accessible records
of shareholders; however a register of shares has to be
kept at company's registered office which is not publicly
accessible.
-
Shareholders meetings can be held anywhere in the world
whenever required.
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COMPANY
MEETINGS:
-
IBCs are not required to hold an Annual General Meeting.
-
It is also not required to hold directors or shareholders
meetings on a regular basis.
-
Board meetings can be held anywhere in the world. There
is no such requirement to carry out these meeting in Seychelles.
-
Meetings can be conducted through telephone or other electronic
means.
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REPORTING
REQUIREMENTS:
Reporting
requirements in BVI are extremely lenient.
-
An IBC is not requited to prepare financial statements or
company accounts.
-
There is no need to hire any auditors.
-
Only those accounts or records which are considered necessary
by the company directors for their own use need to be maintained
and these can be kept anywhere in the world. These accounts
and records are not publicly accessible.
-
There is no need to file annual returns for an IBC.
-
It is also not required to maintain registers of directors
or officers. If you wish you can prepare these registers
which can be placed at company's registered address location
at your own discretion. However, it is required to maintain
a register of shareholders which is kept at the registered
office.
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TAXATION
LAWS:
International
Business Companies are exempt from all provisions of the Seychelles
Income Tax Act.
There
is no withholding tax, capital gains tax, capital transfer,
estate duty, inheritance tax or corporation tax.
Non-residents
of BVI are exempt from the income tax payable on dividends,
interest, rents, royalties, compensations and other amounts
which are paid to the person by the IBC.
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FOREIGN
EXCHANGE CONTROL:
There
are no foreign exchange controls in Seychelles and funds can
be moved easily. There is no restriction in this regard.
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DOUBLE
TAXATION TREATIES:
The
Seychelles has Double taxation China, South Africa and Indonesia.
Double taxation treaties with Thailand and Zimbabwe have also
been signed but not yet ratified and implemented.
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BENEFICAL
OWNERS:
-
It is allowed to have beneficial owners in the Seychelles.
-
There is no need to disclose their identity and to maintain
publicly accessible records.
-
Shares can be held by a nominee shareholder on behalf of
a beneficial owner.
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APOSTILLE:
An
apostille is required whenever you need to legalise your documents.
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ADVANATGES
OF COMPANY FORMATION IN SEYCHELLES:
-
Tax efficiency
-
No withholding tax, capital gains tax, capital transfer,
estate duty, inheritance tax or corporation tax.
-
All dividends, interest, royalties, rents, compensations
and other amounts are exempt from the payments of income
tax
-
Minimal ongoing compliance requirements
-
The information of directors, officers, shareholders and
beneficial owners is kept confidential.
-
Only one shareholder is required
-
Only one director is required
-
The sole director can also act as the shareholder
-
No nationality or residence restrictions for company directors,
secretary or shareholders
-
Companies and individuals both can act as company directors,
secretary and shareholders
-
Beneficial owners are allowed
- Board
meetings can be held anywhere in the world
- No
requirement to carry out an annual general meeting
- Meetings
can be held using telephone or other electronic means
- No
need to file annual returns
- No
need to prepare and submit accounts and to hire auditors
- Books
and records of the company can be maintained anywhere in
the world
- No
need to get the shares book or the minutes of meeting certified
by any authority
- No
minimum or maximum share capital requirement
-
No issued share capital requirement
- Bearer
shares are allowed
- Registered
shares are also allowed
- Redeemable
shares are also allowed
- Multiple
classes of shares can be issued
- Shares
can be denominated in any currency
- Shares
can be issued with or without a par value
-
No need to maintain registers of directors and officers
- There
are no foreign exchange controls
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SERVICES
OFFERED BY US IN THE SEYCHELLES:
We
are able to provide the following services in the British Virgin
Islands:
-
COMPANY FORMATION
- BANK
ACCOUNT OPENING
- MERCHANT
ACCOUNT OPENING
- CERTIFICATE
OF GOOD STANDING
- POWER
OF ATTORNEY
- COMPANY
NAME CHANGE IN SEYCHELLES
- NOMINEE
DIRECTOR
- NOMINEE
SHAREHOLDER
COMPANY
FORMATION:
We
are able to help our clients in establishing offshore IBCs in
the Seychelles.
Our
company formation service costs £750.00 and this cost
includes the following:
-
Company Incorporation fee
-
Registered Address
-
Registered / Local Agent
-
Apostille
-
Company Seal
It
takes approximately two weeks to complete the incorporation
procedure.
BANK
ACCOUNT OPENING:
We
are also able to open bank accounts for our clients.
Our
bank account opening service costs £500.00.
The
following two banks are used for this purpose:
These
two banks provide their customers with the following facilities:
-
Cheque Book
-
Credit Card
-
Debit Card
-
ATM
-
Internet Banking
Bank
account can be opened in the following currencies:
-
Euros
-
Pound Sterling
-
US Dollars
It
takes approximately two weeks to complete this procedure.
MERCHANT
ACCOUNT OPENING:
We
are also able to open Merchant Bank Account for our clients
to facilitate the E-Commerce business and to enable them to
process payments online.
Our
merchant account opening service would cost you £250.00.
The
following two banks are used for this purpose:
It
takes approximately two weeks to complete this procedure.
CERTIFICATE
OF GOOD STANDING:
We
are able to provide our Seychelles customers with a certificate
of good standing.
The
cost for this service is £125.00 and it takes 7 to 10
days to get the certificate ready.
POWER
OF ATTORNEY:
We
can arrange a generalized power of attorney for Seychelles IBCs.
The
cost for this service is £200.00 and takes approx 10 days
to complete.
COMPANY
NAME CHANGE:
If
you wish to change your company's name anytime after incorporation,
we can help you in this regard. It would cost you £125.00
and takes 15 days get the new name registered.
NOMINEE
DIRECTOR:
Our
nominee director service would cost you £400.00 per annum.
This service is activated as soon as the payment is received.
NOMINEE
SHAREHOLDER:
Our
nominee shareholder service would cost you £200.00 per
annum. This service is activated as soon as the payment is received.
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HOW
TO PLACE AN ORDER:
If
you wish to place an order for any of our Seychelles services,
you need to send an email to info@offshore-company-formation.co.uk
with the following order details:
-
Requested Services
-
Payment Mode
- Contact
details
- Company
Name (if purchasing any of our services for an already existing
company)
- Company's
Incorporation number (if purchasing any of our services
for an already existing company)
If
you wish to place an order for an IBC incorporation, we need
the following details:
-
Proposed company name
-
Name, address, date of birth, gender, nationality of company
director
-
Name, address, date of birth, gender, nationality of company
secretary
-
Share allocation structure i.e. share capita, share currency,
number of shares allotted, details of shareholders etc.
These
details can be sent via email to info@offshore-company-formation.co.uk.
If
you are placing an order for opening a bank account, the following
documents are required:
-
Notarized copy of passport
-
2x notarized proof of residence i.e. bank statement(past
6 months), utility bills
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