Registration of an Offshore Company in Seychelles

Seychelles is an appealing financial center where entrepreneurs can take advantage of enhanced privacy and asset protection solutions. Foreign investors are attracted to this splendid place that offers tax-effective schemes to carry out business operations. An offshore company in Seychelles is a good choice for various business activities, from trading to e-commerce and consulting services.

If you start a business in a foreign country, it is best to request recommendations from experts who know the local commercial legislation, taxation and reporting requirements quite well to guide you through the process of company registration. And that is where our team of specialists can help.

Seychelles, a well-known tax haven, is a destination sought after by investors who want to expand their business activities by using more effective tax planning and protecting their assets, and opening an offshore company in Seychelles is a really good step that allows to achieve all these goals.

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Procedure of an Offshore Company (IBC/Partnership) Incorporation in Seychelles

Any foreign investor who decides to register an offshore company in Seychelles has to take a few steps:

STEP 0 – COMPANY NAME

Think of a few options that best reflect your operations in the world of business and would still be relevant as your IBC or partnership evolves. Make sure the names are authentic and memorable to resonate with your target audience.

We will check whether your preferred company name is available through a Seychelles Financial Services Authority Company search and reserve it for you. 

The name of an IBC ends with an approved suffix such as “Limited”, “LTD”, “Corporation”, “Corp”, “Incorporated” or “Inc”.

STEP 1 – APPLY FOR AN OFFSHORE IBC/PARTNERHIP REGISTRATION IN SEYCHELLES 

Most businessmen find it challenging to understand the legal proceedings in a foreign country and are frustrated when a pitfall stops the process in between. That is why we advise seeking the guidance of a specialist experienced in offshore IBCs/partnerships proceedings.

You can get in touch with us by email or phone numbers listed on the portal. We will discuss all the details, agree on the package of services and their cost, and send you an invoice for payment. We accept all types of convertible currencies, including Bitcoin.

STEP 2 – LOCAL REPRESENTATION

Any investor has to take care of the following before we proceed with offshore company set-up any further:

• A registered agent to handle the registration procedure 
• A local legal address
• A resident director you will appoint for your Seychelles IBC/partnership

If that sounds too complicated, you can just leave it to us and concentrate on real business operations instead. 

STEP 3 – PREPARATION OF DOCUMENTS

At this stage, we need to prepare a respective set of documents required to go on with offshore company formation in Seychelles.

The company registry in Seychelles typically requires foreign investors to submit the following papers (it is better to check it up with our experts):

• A duly filled company application form
• ID and proof of address for company investors and shareholders
• Passport photos for company investors and shareholders
• Well-drafted blueprint of your business
• Memorandum and Articles of Association
• Bank reference letter
• Company name reservation proof

Our job is to ensure that the documents are duly executed and ready for submission as a seamless step made to incorporate an offshore company in Seychelles.

The Articles of Association and other corporate documents for IBCs and partnerships need to be signed by the client at the selected location or by proxy. 

STEP 4 – GETTING THE APPROVALS

As soon as the documents have been signed, we will submit them to the Seychelles authorities to get approvals that are usually granted without delay provided that all documents for your IBC or partnership are in order. Our international clients do not need to travel as we will take care of everything remotely. The IBC/partnership incorporation period will not take more than 5 business days, and you will get the following documents:

• Articles of Association
• Memorandum of Association
• Certificate of Incorporation
• Document appointing a director
• Register of Directors and Shareholders
• Minutes of the first meeting of Seychelles company directors
• Certificate of Shares
• Certificate of Shares Allocation
• Power of Attorney

The list of documents receivable can be expanded depending on the offshore company structure and form (IBC, trust, partnership).

STEP 5 – OPENING AN OFFSHORE BANK ACCOUNT FOR YOUR IBC/PARTNERSHIP

Setting up a company in Seychelles would not be complete without a corporate account, and now is a good time to take care of it. However, the choice of jurisdiction and bank is not as obvious as it might seem. Some clients think that it is natural to open an account in the country of offshore company incorporation, i.e. in Seychelles, while others select a different jurisdiction for diversification purposes.

Anyway, the solution should match your particular business needs and ensure seamless and convenient operation, and our experts can help you choose the most suitable option at a free consultation. Feel free to book!

Our portal has a wide banking network to offer, so do not hesitate to take advantage of our experience and pool of international reputable banks.

STEP 6 – REGISTRATION FOR TAX PURPOSES

We will register your company with the Seychelles Revenue Commission to obtain a tax identification number.

In a nutshell, these are the core steps to take to proceed to open an offshore company in Seychelles. Feel free to have a word with our consultants if something is not clear, and we will be glad to assist.

Advantages of Starting a Company (IBC/Partnership) in Seychelles

An offshore company registered in Seychelles has a number of advantages if compared to similar countries and territories in Europe:

• Economy. Benefit from lowest IBC/partnership incorporation cost among other offshore jurisdictions.
• Tax haven. No taxes of any sort are payable on worldwide income generated by offshore companies if the activity is not licensed and the profit is made outside Seychelles.
• Privacy. Enjoy an unparalleled level of confidentiality due to the absence of public filings or disclosure of the shareholders, directors or beneficial owners in Seychelles. Use nominees – it is absolutely legal! 
• Easy start. Seychelles set minimum requirements for the offshore IBC/partnership founder. The authorized capital can equal only 1 share with a par value of $100.
• International compliance. Seychelles is not blacklisted as an offshore zone and meets all the global established requirements.
• Speed. Take advantage of an accelerated procedure for IBC/partnership incorporation in Seychelles through a registered agent. No currency control or physical presence obligations.
• Stability. Seychelles is one of the world’s most stable areas in social and economic terms.
• Freedom. The company meetings can be held in any country.
• Duty free. There is no duty for revenue repatriation of an offshore IBC/partnership in Seychelles.
• Privilege of independence. Seychelles is not a dependency of Great Britain or an EU member state, which gives it more freedom to adopt its own regulations, particularly public filings and beneficial owner requirements.

All these features make Seychelles a truly unique jurisdiction where you can realize all of your business plans. Remember that you are just a click away from it!

Offshore Business in Seychelles in 2022 – Law and Order

Let us have a good look at the laws of Seychelles for non-residents before we register a company in Seychelles. 

In short, the legal procedure for offshore company incorporation in Seychelles is as follows:

Note: If an offshore company established in Seychelles engages in licensed activities (insurance, banking, holding, trading, etc.), it is recognized as local (resident) and taxed according to local regulations.

Let’s also look at the new amendments to the IBC Act introduced in 2021 that took effect in 2022. 

The amendments made to the IBC Act 2016 in Seychelles apply to the activities of international commercial offshore firms, and the following rules come into force in 2022:

• Each offshore IBC/Partnership opened in Seychelles that was subsequently deregistered and not reinstated within 1 year would be declared closed.
• The register of directors includes the data on the directors of international companies incorporated in Seychelles as a natural or legal person. This information is confidential and not disclosed to third parties.
• Since February 6, 2022, firms established in Seychelles have been required to keep books and send them twice a year to the offshore company’s office in Seychelles.
• The financial statements, as well as the books of an offshore company (except for small IBCs), have to be prepared annually and kept in a registered office in Seychelles.

How to Start an Offshore Company (IBC/Partnership) in Seychelles – Regulatory Requirements

The main requirements for management of a company established in Seychelles as a partnership or offshore structure (BC, IBC, partnership):

Incorporation & Members

• The offshore company registration through the registered agent takes from 3 to 7 days.
• The personal presence of the partnership, BC, IBC founder in Seychelles is not required.
• A director and shareholder of a BC, IBC or partnership may be the same person residing in any country.
• The name of the offshore IBC/Partnership must be submitted as required, in any language with translation into English or French.
• When documents are formed to open a company in Seychelles, they are apostilled to simplify legalization.
• At least 1 director and 1 shareholder are required (natural persons/legal entities, residents/non-residents).

Rights & Confidentiality

• Registers of company beneficial owners, directors and shareholders are kept at the entity’s registered office in Seychelles. 
• The register of directors is submitted to the Registrar, while registers of shareholders and beneficial owners are not subject to this requirement.
• Particulars of offshore company beneficial owners, directors and shareholders are not publicly disclosed.

Restrictions & License

• A BC or an IBC in Seychelles cannot own real estate.
• Offshore BCs and IBCs are subject to restrictions on the place of profits formation: funds can be received from any country except for the place of incorporation (Seychelles).
• Offshore partnerships are not authorized to operate in Seychelles.
• According to IBC Amendment Act 2018, international business companies can conduct business or have an interest in Seychelles real estate – subject to local business taxation.
• Banking, insurance, trustee or corporate services, securities business or gambling 9and some other activities) require offshore company licensing, which means that it will be assigned a resident company status in Seychelles.

Capital & Shares

• No requirements are set for minimum authorized or paid-in capital, and it can be expressed in any currency.
• The amount of the BC/IBC authorized capital is equal to the nominal value of the issued shares (at least 1, but most often at least 1,000).
• Under the current business legislation, companies can issue registered shares, shares without a par value, preference shares, redeemable shares, or shares with (without) voting rights. Bearer shares are expressly prohibited.

Audit

• The audit is mandatory only for local companies in Seychelles, which does not apply to IBCs/international partnerships.

Legal Form to Choose for Opening a Company in Seychelles – IBC, LLC, Limited Partnership, Trust

Prior to offshore company incorporation, you have to look at the organizational forms available in Seychelles and opt for the one that will suit your business needs. The choice depends on the place of profits formation, the field of activity and some other parameters. 

Our experts at Offshore Pro Group can analyze your situation and recommend the most suitable legal form to make a good start.

Here are the most acceptable business entities for offshore international structures in Seychelles:

• International Business Company (IBC, BC) in Seychelles

A Seychelles IBC incorporated under the International Business Companies Act 1994 is one of the most common and cost-efficient offshore options selected by the majority of our clients. 

Here are the IBC features you should consider:

• zero taxes on profits from foreign sources
• the liability of the shareholders is limited to the shares owned by each of them
• IBC is suitable for any non-licensed business area
• it is registered through a local agent in Seychelles who also provides his office as the company’s legal address
• at least one IBC director is required who may be a non-resident individual or a foreign company
• the IBC secretary is not required
• nominee service is allowed for IBCs
• no minimum paid-up authorized capital
• the minimum number of issued company shares is one
• the accounting report and the balance sheet (for some IBCs) are kept at the company’s office in Seychelles
• there is an annual fee for IBC/partnership business renewal
• no currency control
• no taxation on foreign income or stamp duty on the transfer of shares.  A Seychelles IBC is only subject to a minimum government license fee of USD 100 and 7.5% tax regardless of its authorized capital.
• particulars of directors, shareholders and beneficial owners of the IBC are not publicly accessible and are not found through the Seychelles company search
• information on the beneficial owner is not submitted to Seychelles Companies Registry
• IBC has the same powers as an individual, including the right to sue and to be sued
• trouble-free capital repatriation outside Seychelles
• annual general meeting of shareholders is optional for an IBC and can be held in any country
• the offshore entity can possess airplanes or boats registered in Seychelles

Seychelles offshore IBCs can be used as holding structures, and as instruments for succession planning and wealth management. They are also selected by clients who would like to undergo corporate restructuring and domiciliation procedures. 

You may have a unique situation or some special requirements, but our experts are sure to find the solution that suits you perfectly.

• Limited Liability Company (LLC) in Seychelles

A Limited Liability Company is registered under the Companies Act 1972. It is in fact a private company that can be fully owned by foreigners, and its shareholders have limited liability.

Establishment requirements are very basic:

• 2 shareholders
• director is not required
• no minimum capital requirements
• affordable registration fee

You can use an LLC to conduct business not only outside Seychelles but also within the country, but you will be subject to income tax in this case.

• LP (Limited Partnerships) and LLP in Seychelles:

•  LPs are set up under the Limited Partnership Act 2003 as amended in 2011.
• one general partner of the company is responsible for all LP obligations in Seychelles
• an offshore partnership in Seychelles must have an office
• the general partner must be a resident of Seychelles (natural person, IBC, local company)
• the business activity of the Seychelles partnership is permitted only outside the country of incorporation
• the minimum statutory fund of the offshore partnership is not provided
• number of participants – at least two
• annual certificate of compliance is required for a Seychelles partnership 
• documents are kept in Seychelles in the partnership’s office

Read a more detailed review on Seychelles Limited Partnerships. 

• International offshore trusts in Seychelles:

Trusts in Seychelles are commonly used in combination with IBCs: a trust holds shares in the IBC and thus serves as an additional legal protection layer for the owner. Beneficiaries can also use trusts to avoid taxation of IBC profits.

• the offshore trust assets must be located outside Seychelles
• the trust can be held for 100 years
• the trust income generated outside Seychelles is exempt from any taxes
• all instruments related to the offshore trust property or transactions made by the trustee on behalf of the trust are exempt from stamp duty
• the settlor must not be at any time during the duration of the offshore trust a resident of Seychelles
• at least one trustee is required – a Seychelles resident licensed under the International Corporate Services Providers (Amendments) Act
• a Seychelles trust gives an opportunity for tax minimization, financial planning, succession planning and financial privacy

Offshore trusts in Seychelles allow settlors to choose the applicable law of the trust and thus provide additional flexibility, and this choice may be expressly specified in the trust deed or implied by the terms of the trust.

Taxes in Seychelles for Offshore IBCs and Partnerships in 2022

If the profits of an offshore business corporation or partnership in Seychelles are formed in another state and there are no commercial links with residents of Seychelles, the income tax for offshore companies in Seychelles is equal to zero. This applies to all tax liabilities, including VAT, capital gains or inheritance taxes.

Foreigners do not pay tax on dividends, interests, and royalty incomes thanks to double taxation agreements signed by Seychelles with other countries.

A real tax sanctuary, isn’t it?

Maintenance of an Offshore Company (IBC/Partnership) in Seychelles

There are some things you have to do annually to keep your company going and comply with the law, including company renewal and accounting.

Accounting

Seychelles IBCs have no obligation to file tax return or financial account to public file. However, they have to comply with the International Business Companies (Amendment) Act, 2021, which requires them to keep their accounting records at their registered office in Seychelles.

Renewal

A Seychelles offshore IBC/partnership has to pay an annual renewal fee before its anniversary to avoid unexpected fines for the late settlement. This payment covers the maintenance of the license (government fee), registered agent, and registered office address.

Conclusions: Why it is Profitable to Open a Partnership or an Offshore IBC in Seychelles in 2022

Based on the latest news and amendments to the Code of the Republic of Seychelles, the registration of IBCs, partnerships and commercial companies in this state is a state-of-the-industry scheme of business and tax planning in the world market. 

Why you should opt for opening an IBC or partnership in Seychelles:

• An IBC (partnership) is an offshore company that does not require tax payments in Seychelles.
• If you are afraid of losing funds in the wake of a geopolitical situation, it is better to register an offshore partnership, trust or IBC in Seychelles by using a nominee service.
• The country responds very quickly when it is required to introduce changes into the laws. In February 2020, Seychelles was blacklisted by the EU and requested to impose economic substance requirements on local companies. On October 5, 2021 it was removed from the black list as it complied with all the requirements set to it.
• The country’s financial system is also undergoing considerable modernization as the Central Bank is devising a National Fintech Strategy for Seychelles.
• Seychelles has a well-organized legal system based on the combination of French Napoleonic Code and British common law.
• Being a part of the World Intellectual Property Organization (WIPO), the country guarantees that the intellectual property rights of individuals and IBCs/partnerships, received in their home country, will be well-protected.

Last but not least, Seychelles has a rank of 100 worldwide under the World bank’s Doing Business report for ease of doing business – and all due to the difficulty of starting a business! But not with the Offshore Pro Group –our experts will make the process completely seamless for you!