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International Business Companies of Seychelles Islands 

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Seychelles at a Glance. 

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Official name -Republic of Seychelles.Capital -Victoria. Independence - since 1976. 

The official state languages of the Seychelles areEnglish and French.

The legal system is based on the Common Law of England and the civil law of France.

Location - Indian Ocean. 

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ВАЖНО  - ОТКРЫТИЕ СЧЕТОВ В БАНКАХ КИПРА ДЛЯ КОМПАНИЙ SEYCHELLES ПРАКТИЧЕСКИ НЕВОЗМОЖНО   (STARTING JUNE 2018) .  

 

Incorporation and types of Seychelles companies. 

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Company formation, structure, management, legal regime and all corporate activities are governed by the International Business Companies Law 1994 (as amended in 2013).

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Three (3) types of International Business Companies may be incorporated in the Seychelles under the above Law, namely:

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1.  Private companies limited by shares, but the shareholders of the company will be liable for the company only to the extent of the amounts that they did not pay for the acquired shares. 

2.  Private companies limited by guarantee, without share capital, having guarantor shareholders who are liable for the company in the amount of the guarantee that such guarantor shareholders undertake to pay to the company in the event of its liquidation.

3. Private companies limited by guarantee but with share capital.

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In limited guarantee companies, with or without share capital, one of the shareholders must be the guarantor.

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The most popular form of companies in the Seychelles are

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Мы предлагаем полный пакет услуг по инкорпорации (регистрации) и ежегодному сервисному обслуживанию компанийany type of Seychelles, including the provision of nominal services. The list of services includes, including (in relation to the International Business Company): 

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• Reservation  of your company name.

• Incorporation (registration) of your company.

• Drafting and signing of the Memorandum and Articles of Association of the company and other documents of the company.

• Filing corporate documents with the Registrar of Companies of Seychelles (SIBA)

• Obtaining registration documents from the Registrar of Companies, namely:

          _cc781905-5cde-3194 -bb3b-136bad5cf58d_   - Certificate of Incorporation;

          _cc781905-5cde-3194 -bb3b-136bad5cf58d_   -  Memorandum and Articles of Association of the company.

• Appointment of the first Directors of the company, appointment of the secretary and shareholders of the company.

•  Apostille legalization and notarization of new company documents.

• Issuance of company share certificates, issuance of a power of attorney (if applicable).

• Payment of all official government registration fees to the Government of Seychelles.

• Issuance of Declarations of Trust (if applicable).

• Delivery of documents by international courier mail around the world - UPS, FedEx, DHL.

• Annual service support and maintenance of the company, organization of the provision of the required documents at the request of customers. 

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Document preparation time for the registration of a new company depends on the timing of your submission to us of the necessary data, information and documents on the shareholders and beneficiaries of the company, directors of the company. All data on shareholders and beneficiaries (ultimate owners) of the company, including copies of KYC & DD documents, must be provided to us by the customer prior to registration (first scans by e-mail, and then originals by courier). All documents or their copies, in accordance with the requirements, must be notarized, translated into English, and, if necessary, legalized by Apostille in the country of issue.

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The period of registration (incorporation) of a company from the date of submission of documents to the Registrar takes 1-2 (from one to two) business days.

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KEY FEATURES OF INTERNATIONAL BUSINESS COMPANIES 

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Company name

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The name of the new company can be in any language, but the documents must be in either English or French. Company_name company may end with any name specified in Schedule III of the International Business Companies Act. Variants of the wording of the endings denoting organizational-legal form of the company are specified in the law. We can provide you with all options upon request. You can choose any of them, but the most popular endings are like:  Limited (Incorporation), Incorporation (Ltd), Incorporation (Ltd), Incorporation (Ltd), Incorporation (Ltd), Corporation (Corp.), SA (Societe Anonyme), BV (Besloten Vennootschap), PTY Ltd, and some others. The company name approval process by Registrar  takes less than an hour and the name, once approved, can be reserved by us for you for seven (7) days. We can also provide you (on request) with ready-made company names that have already been approved and approved by the Registrar of Companies of the Seychelles. 

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Director, Board of Directors of the company

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A company may have a Board of Directors consisting of ONE or more directors of any nationality. The director can be both individuals and legal entities. We are ready to provide you with our professional services (or the services of our partners) of a nominee director (directors), both an individual and a corporate director (directors) on an annual basis. The number of directors is specified in the Articles of Association.  The first Directors will be appointed by the signatory of the Memorandum and Articles of Association (by Subscriber). Meetings of the Board of Directors can be held in any country of the world, while the directors can participate in the meeting in absentia, by using the telephone, and other electronic means of communication, by holding a communication conference. The company must maintain a register of directors of the company. Information about the directors of the company is confidential and is not available to third parties, including the Registrar of Companies.

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Company shareholders

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A company may consist of one or more shareholders of any nationality. A shareholder can be both an individual and a legal entity (company, corporation , etc.). Meetings of shareholders can be held in any country of the world, in any form, including in absentia, using telephone and other communications, electronic means. Any company is required to maintain a Company Share Register (one or more than one register) must be maintained from the date of registration (incorporation), while the share register may be maintained electronically. If the share register is maintained electronically, the company must be able to provide evidence of its existence in a readable form. A copy of the share register must be kept at the company's registered office in the Seychelles from the date of incorporation. Information about the shareholders of the company is completely confidential and is not available to any third parties, including the Registrar of Companies.

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Authorized capital and shares of the company

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There are currently no minimum share capital requirements. But when registering companies, we suggest registering the standard authorized capital of the company, which is US$100,000 (one hundred thousand) US dollars, divided into 100,000 ordinary registered shares with or without par value (in this case, 100,000 shares are registered as a registered capital).The company can only issue registered shares. The main type of shares are ordinary registered shares (with or without par value).

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Bearer shares

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From January 1, 2014, bearer shares in the Seychelles are prohibited from issuance in companies of any type.

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Other types of shares

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The company has the right to issuefractional shares, preferred shares, voting shares, and non-voting shares.All types of shares, and the rights of shareholders in such shares, must be specified in the Articles of Association of the company.

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The company mayunder certain conditions, redeem and hold their own shares (redeemable shares). 

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The law also allows any company to carry out a split or consolidation of shares, while the total amount of the par value of shares should not exceed the total amount of the authorized capital.

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The minimum size of issued shares (upon incorporation) is one share with or without par value.

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In the event that the company decides to issue Share Certificates, the share certificate is issued by the director of the company with the seal of the company attached. The transfer of shares is carried out by signing a special document (usually an Instrument of transfer), on the basis of which the Director makes changes to the register of shares, and a record of a new shareholder, or a change in the number of shares held by shareholders.

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Registered Agent and Registered Company Office

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The company must have a registered agent and a registered office in the Seychelles in accordance with the law.

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Company accounting

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Every Seychelles company is required to prepare and maintain financial statements on an annual basis (keep accounting records). There is no obligation to file any financial statements of a company in the Seychelles, but the Registrar has the right at any time after registration to require the company to provide accounting records of the company, which should reflect the financial position of the company at the current date. Unfortunately, today the reality is that all banks of the European Union, the USA of other countries, require their clients, offshore companies of any jurisdiction, to have and present on demand Management accounts (financial corporate reporting) for the last reporting period (for the past year ), sometimes even for a new company. In case of refusal or lack of financial statements of the company, banks close accounts for the company without any compensation (or do not open accounts for this reason).

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Seychelles International Business Companies DO NOT enjoy the benefits of International Double Taxation Treaties.

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Seychelles shelf ready-made companies in the Seychelles - we will be ready to provide you with a list of shelf ready-made companies at your request at any time.

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Transfer of a Seychelles company to another jurisdiction, transfer of a foreign company to the Seychelles (Re-domiciliation).

The Seychelles International Business Companies Act provides for the transfer (re-domiciliation) of Seychelles business companies to another jurisdiction if the laws of the other country permit such transfer. The law also provides for and permits the transfer of any foreign companies and the continuation of their activities with re-registration as a Seychelles company (re-domiciliation)   from other jurisdictions to the Seychelles.

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Key benefits for doing business with Seychelles companies:

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• Seychelles International Business Companies are exempt from any taxation in the Seychelles.

• Directors, shareholders of the company can be nominal, of any nationality, both individuals and legal entities.

• Flexible corporate structure, the possibility of issuing fractional shares, preferred shares, shares without voting rights, the possibility of splitting and consolidating the authorized capital, increasing, reducing the authorized capital, the possibility of the company buying back its own shares and owning them. 

• Your company name can be in any language

• Accounting is confidential, there is no requirement to submit financial statements.

• No requirements to hold annual general meetings of shareholders, meetings of shareholders and directors can be held from any country in the world, in absentia (without physical presence).

• Registers of directors and registers of shareholders must be kept at the registered address

• Ability to transfer the company to any jurisdiction in the UK Commonwealth, as well as to Cyprus. 

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Annual renewal (support) and payment for Seychelles Companies

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Owners (customers) of companies must pay annually for the renewal of companies for the next year. Renewal fees include royalty fees at established rates to the Registrar of Companies of the Republic of Seychelles. Companies and their owners are required to pay annually for the services of a registered agent, the company's registered address.

 

Pursuant to the International Business Companies Act Companies of 1994 Registrar only accepts annual renewal fees (fees) from company-specific registered agents . Therefore, clients (owners) of companies cannot legally pay state fees  for renewal directly to the state budget, this can only be done through an administrator who has an agreement with a specific agent of the Seychelles Islands. We will send to you, as the owners of the company, a notification of the renewal deadlines in advance, as well as an Invoice for the annual renewal.

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The company's annual renewal (renewal) fees must be paid on time. Failure to pay the annual fee (duty to the state register) for the renewal of the company entails the refusal of the registered agent to provide services to the company, and the company loses its good standing status (“good legal status”). Once the renewal payment is late, the company is subject to annual renewal late payment penalties.  

 

At the same time, the owners may, at any time after the renewal deadline and payment of government fees, i.e. after the delay, pay the annual renewal to the agent,  , subject to payment of annual agent services, as well as penalties and fines. After the expiration of 6 months and not paying the annual state fee, the Registrar of Companies has the right to exclude such a company from the register of companies  of Seychelles for non-payment of annual fees.

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