An international business company (IBC) is a corporate entity that traditionally does not engage in business in the jurisdiction where it is incorporated.

When people talk about an offshore company they are often talking about an IBC. IBCs are usually incorporated in an offshore financial centre which is “offshore” from where the promoters and founders are. The IBC then usually operates “offshore” as well, that is, in other jurisdictions and not where the IBC is incorporated.

A number of jurisdictions offer IBCs and IBCs vary little between such jurisdictions. Most usually provide wide corporate powers to engage in diverse businesses and activities, reduced requirement to demonstrate corporate benefit, no requirement to appoint local directors or officers, and the requirement for a local registered agent providing a registered office.

Advantages of one jurisdiction over another mostly relate to price, availability of names, familiarity, and speed of incorporation and order completion.

A jurisdiction is a territory with its own set of laws under the control of its own system of courts and its own government which are different to other territories. We are usually referring to a country when talking about a jurisdiction but this is not always the case.

The main advantages are lower cost, higher availability of names, fast and reliable registration, order completion and delivery. Seychelles IBCs are also subjected to a substance requirements regime that is different to those of competing jurisdictions.

Seychelles is a great place to form IBCs because it has a fast and reliable registry, formation and annual fees are relatively low, and the service providers are very keen to help and are very professional. Depending on your exact requirements you can have a Seychelles IBC for less than the BVI government fee and it can be ready within 1 day.

However, the “best” jurisdiction will largely depend on your specific requirements. Seychelles is good if you require a general-purpose IBC, particularly if you want a low cost holding company or an special purpose vehicle.

If you will have very complex financial transactions and arrangements and you will require the sophisticated services of lawyers or accountants in places like London, New York, other offshore financial centres may be more viable. It can also be more challenging in some jurisdictions to open a bank account for a Seychelles IBC.

No. While we are always happy to meet our clients you do not have to come to Seychelles to incorporate an IBC. You can complete client registration electronically and then provide all required information to setup the IBC via email, and important original documents can follow by post or courier.
However, the “best” jurisdiction will largely depend on your specific requirements. Seychelles is good if you require a general-purpose IBC, particularly if you want a low cost holding company or an special purpose vehicle.

If you will have very complex financial transactions and arrangements and you will require the sophisticated services of lawyers or accountants in places like London, New York, other offshore financial centres may be more viable. It can also be more challenging in some jurisdictions to open a bank account for a Seychelles IBC.

There are three main types of companies that may be used for international business in Seychelles: the International Business Company (IBC), the Company with a Special Licence (CSL) and the ordinary “domestic” Seychelles company.

The IBC is the general-purpose option for international business and is used for most activities. Because an IBC will usually have minimal activity in Seychelles and because it will not usually derive Seychelles-sourced income, it is not automatically registerable for tax purposes in Seychelles, and it does not have to file tax returns unless is registers voluntarily. It is typically used as a holding entity, or for a special purpose (as a special purpose vehicle) e.g. to receive and extinguish toxic assets. It can be used for Seychelles business, but the local market rarely opts for it.

The domestic company is normally used for business taking place in Seychelles. If you will be operating a bank, insurance company or other professional financial services business in Seychelles (as well as non-financial services businesses like hotels, shops and construction) you will need a domestic company. A domestic company is also popularly used to own Seychelles land and buildings. You could also use it for international businesses and you could use it exclusively for international business in which case it would be similar to an IBC but you would have to file annual returns and tax returns. Seychelles has a territorial tax system so there would be a tax liability only if you derived income from a source in Seychelles, or if the company was part of multi-national group, and it derived foreign passive income without having sufficient substance in Seychelles.

A CSL is sort of in the middle of the domestic company and the IBC. It is intended for businesses that will be mostly international in nature but which will have an increased domestic presence. If you want a local office that generates or adds value to your international business the CSL is possibly the vehicle to explore. It can also benefit from the double taxation avoidance agreements (DTA) that Seychelles has with many fast-developing countries in Asia and Africa.

The 2 types of companies are increasingly similar, but a domestic company still needs 2 directors instead of one (who must be individuals) and 2 shareholders instead of one. This may all change shortly and the domestic company may soon also allow you to have only 1 director and 1 shareholder just like with an IBC. The Registrar of Companies operates the registry for domestic companies whereas the FSA operates a more modern and efficient registry for the IBC. IBC name application can be done in less than 1 hour and registration can be completed within a day, whereas name application for a domestic company can take several days, and registration of a company can take 2 to 3 weeks.

Yes. However, before an IBC may acquire an interest in land or buildings in Seychelles, government sanction (approval) must be obtained and a fee must be paid to government. Some business activities require a licence, which the IBC would have to apply for.

Yes an IBC can have its own offices in Seychelles. It can lease its own offices but if it carries out income generating activities from Seychelles, it may generate Seychelles-sourced-income and be taxed on the resultant profits. Where an IBC earns foreign passive income it may still have an office in Seychelles for making or maintaining professional contact with counsel and attorneys, accountants, bookkeepers, trust companies, management companies, investment advisers or other similar persons carrying on business within Seychelles, or to prepare or maintain books and records of the company within Seychelles.

No it is not a requirement but it may be an advantage to have one, particularly if an IBC is part of a multi-national group and it earns foreign passive income.

Yes, if it earns Seychelles-sourced income. Since the 1st January 2019, a Seychelles IBCs is subject to Seychelles Business Tax on its net income (profit) for a fiscal year. If it does not have Seychelles-sourced (net) income, there would be no tax liability in Seychelles, and until an IBC does so or expects to, it does not have to register with the Seychelles Revenue Commission. Note that in certain circumstances, particularly where an IBC is part of a multi-national group, foreign-derived passive income may be deemed to be Seychelles-sourced if substance requirements have not been met. IBCs that are or will be part of a multi-national group and which will therefore be covered by Seychelles substance rules (called “covered” companies) must obtain guidance from a tax professional as early as possible e.g. during the setup phase.

Seychelles business tax is charged at 15% on the first million Seychelles Rupees of net income (profit), and 25% on the remainder.

Since 2021, Seychelles IBC have been required to lodge their accounting records with their registered agent in Seychelles (that’s us – A.C.T.). IBC must lodge their transactional documents (aka substantiating documents or supporting documents) e.g. bank statements, invoices, expense vouchers, receipts, accounts ledgers, and contract and agreements etc that would be used for preparing financial statements. IBCs must also prepare a financial summary, which is a simplified form of financial statements. Small pure asset holding IBCs are exempted from the financial summary requirement, but it is recommended that they prepare it for lodgement in Seychelles.

Yes. It has always been a duty of the directors of the company to do so. Other records include minutes of meetings, and agreements between shareholders and between directors and other officers include consents for appointments and share transfer forms. An IBC must keep such records for 7 years. The registered agent will keep copies of the records it has received in Seychelles, for 7 years.

Following amendments to the Seychelles International Business Companies Act on the 27th December 2011 all Seychelles IBCs must give notice to the Registered Agent (that’s us – A.C.T.) of where they keep their original accounting records. It states that the accounting records shall be kept at the registered office or such other place as the directors think fit. Where they are kept at another place the directors must notify the registered agent and also must notify the Registered Agent of a change of address within 14 days. Note that since 2021, all IBCs are required to lodge at least copies of all their records with their registered agent in Seychelles.

No there is no requirement to open a Seychelles bank account. A Seychelles IBC can have more or more bank accounts anywhere in the world. Traditionally Seychelles IBCs have banked outside of Seychelles. This has usually been because overseas banks can provide more sophisticated products and more modern services, or because the clients already have a relationship with a particular bank which does not have a branch in Seychelles.

Yes, if an IBC is a covered company i.e covered by substance rules. An IBC will be a covered company if it is part of a multinational group (MNG) as per the definition in the Seychelles Business Tax Act (as amended). As a with-tax jurisdiction Seychelles has had to take a different approach to EU-dictated substance rules. Please email us for details.

No because Seychelles residents are legally able to own and operate a Seychelles IBC. Seychelles also has a source-based (territorial) tax system meaning that Seychelles residents are only taxed on their locally sourced income.

We need enough information about the specific business and activities that the IBC will undertake to be able to provide guidance as to whether it is legal or not, and whether it is allowed or not under Seychelles law and regulations. For most IBCs a short statement comprising of three or four phrases would usually be sufficient to start with.

We also need to know about the countries and regions where the IBC will operate to ensure that sanctioned countries or countries that are viewed as high risk by us and the Seychelles authorities are not or will not be part of your business. We also ask for a short statement about the source of funds to setup an IBC and to make it work.

A typical statement may be “The company will be engaged in trading activities and will also provide consultancy services in the mining and industrial equipment sectors. The targeted countries will be Ghana, South Africa, UK and Australia. The source of funds will be the personal savings of the principal shareholder” but the more information you can provide the better our assessment can be.

Our order form lists everything we need, and we can email or message a copy to you. Our order form ensures that you will easily cover all our requirements, step-by-step.

Basically we will need a name for your IBC, an amount and currency for the authorized share capital, the names and addresses of the directors (unless you want us to introduce you to professional Seychelles directors), the names, addresses, and number of shares for each shareholder, the names and addresses of the beneficial owners (if different from the shareholders), the specific proposed activities of the IBC (even if the IBC will have the most general objects in its Memorandum), the countries where the IBC will have some activity, and the source of funds to form the IBC and to make it work.

Depending on the specific activities and other special requirements we may ask for more information to be ascertain that your proposed activities are legal in Seychelles and for us to know whether we will be able to serve you well.

A proof of address is any document issued by an independent body, in original form or certified as a true copy of the original, that shows the name of the person or entity we will be dealing with and the address of that person or entity.

When a copy is provided it must be a good quality copy. The person certifying the copy should then sign the certification and add their full name, title, address and the date that they certified the documents. The certifier must have seen the original document. The copy and certification must be done by one the following persons (in order of preference):

• A notary public
• A consular or embassy official from your consulate or embassy
• A police officer
• A Commissioner of Oaths
• A Justice of the Peace
• A Mayor / Maire (but not the deputy)
• A member of staff at a major international bank (with the bank”s stamp)
• A qualified lawyer or solicitor who is subjected to anti-money laundering regulations in a regulated jurisdiction and who can state a bar number
• A qualified accountant or auditor who is subjected to anti-money laundering regulations in a regulated jurisdiction and who can state an international association membership reference
• We can also accept certification and verification of end user client documents from a registered professional intermediary, who is also a regulated person. A regulated person is someone or an entity who is subjected to anti-money laundering regulations and who is reporting entity under such regulations. Also, if you are in Seychelles we can make a copy of the documents when you are in our offices and we can then certify the copies.

We usually accept the following documents (in order of preference):

• A utility service bill (gas, electricity, water, land-line telephone, but NOT mobile phone)
• A statement from a major bank or building society
• A credit card statement from VISA, MasterCard, American Express or Diners
• A certified photocopy of your Drivers License, which should clearly show your name and principal residential address. If you send a certified copy, please copy the front and back of the document
• A letter from a Consular Official, or higher, from your Embassy or High Commission. This letter must bear the official stamp or seal and show the official’s name and signature
• A government-issued National Identity card

As a licenced corporate service provider and trustee in Seychelles we are bound by certain laws and regulations. These regulations require that we know our clients through a process called “due diligence”. This process requires that we collect certain documents to verify the identities and addresses of the persons we deal with when forming and administering companies, trusts, foundations, and other entities.

We must also ask for other information about you and your proposed activities to be able to build a profile that will enable us to ensure that you will be acting in accordance with Seychelles laws and regulations. This profile may also help us notice unauthorized activities, i.e. activities that you have not approved in the event that a third party such as an overseas intermediary or other connected person does not follow the instructions that you have set out.

Please note that all such information is only filed privately in our records. The documents and information are not filed publicly, and the law provides for confidentiality – we are obligated to preserve confidentiality and to keep the documents and information private. Only the courts may place the documents and information in the public domain. Government bodies such as the Financial Intelligence Unit (FIU), the Financial Crimes Investigations Unit (FCIU), the Seychelles Revenue Commission and the FSA have the power to demand documents during an investigation (before legal proceedings) but they are also required to preserve confidentiality.

From a search at the Registry, assuming they already know the name of the IBC, they will be able find out the incorporation number, the amount of the authorized share capital, the amount of guarantee capital (if applicable), the registered agent’s name and address, the registered office of the company, whether the IBC has registered a hypothecation, mortgage or a charge, the last annual licence fee that was paid, the next annual licence fee to be paid and the status of the company (whether in good standing, struck off or dissolved etc). They would also be able to get a copy of the certificate of incorporation, the memorandum and articles and any other documents filed publicly. Normally they would not see the names and addresses of the directors, shareholders, and beneficial owners.

Law enforcement agencies and governmental bodies and the Courts can obtain all information held by the Registered Agent in Seychelles. This may include beneficial owner registers and declarations, and due diligence documents used to verify the beneficial owners’ details, and the accounting records.

We are licenced and regulated by the Seychelles Financial Services Authority (FSA). In Seychelles the business of corporate and trustee services providers is highly regulated. An aggrieved client can file a complaint with the authority. For serious wrongdoings, the authority has the power to suspend or to revoke a licence.

For relatively minor issues you will be able to change to another agent. You could also appoint an intermediary you know and trust such as your lawyers or accountants overseas (not in Seychelles) to manage your company. A registered agent is entitled to information about IBCs, not to control them. It should be noted that the law strongly obligates a registered agent to protect any information received.

Scroll up to see our current offer or please click on the Get A Quote button, or email or message us. Our prices are competitive, and we charge a simple flat fee that includes the government annual fees. Currently the Seychelles government fee for incorporation is United States dollars 140. The annual government fee for subsequent years is USD 150.50.

We can usually register a new IBC within 24 to 48 hours, particularly if we have all information and documents to complete the due diligence process quickly. It helps if the required company will have standard features only (no special customizations to the documents) and with an ordinary name in English or French language. We do process everything on an urgency basis, but we may on special request follow up on an order more closely with the Registry and other third parties.

Slow-downs at the Registry are possible but are rare. Also if you require authentication of documents (notarization, apostille etc) it will take a little longer to have the documents ready.

On receiving the certificate of incorporation and the registered Memorandum and Articles, we can scan and email high quality PDF documents back to you. Courier to most places thereafter takes 3 or 4 days.

At the very least we must receive all documents and information required for client registration via email in a high-quality format, preferably in colour, to be able to release your new company documents to you.

Our regulations strictly require that we complete client registration procedures before we fulfil your orders. During client registration we must come to “know our client” (KYC) to ensure that any proposed business or activity will be in accordance to the laws of Seychelles and to help ensure that once the IBC is operational it will remain compliant. Depending on the circumstances, simplified due diligence measures may be applied to long-standing clients, affiliates or other contacts with a good track record, which can help reduce order processing time.

In most cases, to complete your orders very quickly we will begin to process your order soon after you choose us.

When time is very limited a ready-made shelf company may help you meet your deadline. The documents can be despatched immediately after receiving all documents and information for client registration.

No. Our forms are quite short and simple and are usually not more than 2 or 3 pages long. We can assist with form filing and guide you through the process.

Name applications can usually be processed within 1 hour.

The registry does experience some very busy periods when it can take 2 or 3 hours, but this is not the norm. Do note that it is up to the Registry to approve or reject names. They can also ask for more information about made up words, acronyms and foreign language sounding words (those not in English or French), which can slow down the name application process because we would have to ask you for more information.

If it is critically important that a company is available within a limited time frame, a ready-made company may be the smarter option.

An IBC can be incorporated with a non-English or with a non-French name provided that a certified translation of the name is submitted together with the name request.

Section 11(3) of the International Business Companies Act says “No company shall be incorporated under this Act under a name that –

(a) is identical with that of statutory corporation or that under which a company in existence is already incorporated under this Act or registered under the Companies Act or so nearly resembles the name of another company as to be calculated to deceive, except where the company in existence gives its consent;

(b) contains the words “Assurance”, “Bank”, “Building Society”, “Chamber of Commerce”, “Chartered”, “Cooperative”, “Imperial”. “Insurance”, “Municipal”, “Trust”, “Foundation”, or in the opinion of the Registrar, suggests or is calculated to suggest the patronage of or any connection with Seychelles or the Government of Seychelles or with any other country or the Government of that country

(c) is indecent, offensive or, in the opinion of the Registrar is otherwise objectionable or misleading.

The FSA maintains a non-exhaustive list of words which we can provide to you upon request.

Anyone you choose can be a bank account signatory. It can be a professional director, a nominee shareholder, a trusted friend or family member, yourself of course or one of our team.

A bank account signatory is someone who “signs” on an account i.e. approves a transaction and is basically someone who can transfer money from an account or sign cheques. It must be someone who is responsible and who can be trusted. A signatory may act alone (a sole signatory – someone who you trust absolutely) or a signatory may only act together with other persons (joint signatory – for when more control is required). You will usually be able to have different groups of signatories. A common arrangement is to have one group of sole signatories and another group of joint signatories so that your business can continue as normal even when key people are away. You may even have two groups of joint signatories with one joint signatory required from each group so that they control each other.

Directors are generally expected to be bank account signatories, and professional directors are usually expected to at least be a joint signatory but this is not a requirement. When directors are active bank signatories it will help show their effective management and control.

We prefer to call them a “professional” account signatory. The approved persons who provide professional directorship and who provide nominee shareholder services would usually be happy to be a bank account signatory but while they would be accommodating, they may query a transaction and ask for more information before executing it. If they are uncomfortable, they may well refuse to act and they may resign. A professional account signatory will not knowingly participate in fraudulent transactions and other illegal activities and there are severe punishments under our anti-money laundering and anti-terrorism regulations.

Normally signatory rights are defined in the company’s constitutional documents, the memorandum and articles. Normally the directors sign but it is possible for shareholders to be given some signatory rights particularly for large value transactions, changes in the constitution of the company and in other very important company matters.

Anyone can also be appointed as a signatory to bank accounts – bank signatories do not have to be directors or shareholders. A power of attorney can also give a person who is not a director powers to sign for the company.

Yes Seychelles law recognises digital signatures, and specifically recognises the service provided by Docusign.

No. The International Business Companies Act 2016 (as amended) does not require the appointment of a company secretary. It is totally optional.

It is common for overseas intermediaries to offer the service and in practice intermediaries often act as company secretaries and keep documents including accounting documents. It can be convenient for the end user clients for the company secretary to be closer to them.

As the registered agent we often also fulfil some of the company secretarial duties but we are not the Company Secretary. We are happy to prepare most statutory resolutions and other simple documents for free and we are happy to help the overseas company secretary out if one is appointed.

Yes you can. The International Business Companies Act specifically recognizes the appointment of attorneys. A power of attorney is a legal document which gives the appointed person the right to represent the company and to act on its behalf. The document lists the terms of the appointment and may allow the attorney to act for the company without requiring the directors.

The attorney does not have to be a lawyer or someone with legal training. Anyone over 18 years old who has not been disqualified in some way to take on a role with great responsibility can be appointed.

A power of attorney is issued by the directors of the company. If a Seychelles director is asked to issue a power of attorney he or she will first carry out some due diligence checks on the person. They reserve the right to refuse if the proposed attorney does not meet their requirements.

A power of attorney can take one of two general forms: A special power of attorney (also called a limited power of attorney) and a general power of attorney. A special power of attorney lists specific actions that the attorney is expected to perform and it usually specifies a very short time period. An example is to give an attorney in Switzerland the power to open an investment account with a specific bank because the directors cannot go to the bank in person at the particular time. A general power of attorney allows the attorney to perform almost any legal act on behalf of the company and usually it will be issued for 1 year. The attorney in this case will be able to do almost anything in the name of the company. Professional directors much prefer to issue special power of attorney rather than a general power of attorney and will charge extra for a general power of attorney.

When a power of attorney is issued, the directors still retain responsibility, and professional directors will need to perform some checks before the appointment (usually before they accept the directorship appointment) and they will also need to perform checks later to find out what the attorney has been doing. An attorney must not use the power of attorney to execute secret transactions – the directors must be informed of everything.

Yes it can. And the director and shareholder can be the same person or corporate entity. You can be the sole director and the sole shareholder of your IBC.

Yes, corporate directors are allowed. A corporate entity from most other countries can be used without restriction but the corporate entity must still be on the register of companies wherever it is registered, and it should be kept in good standing. Its objects must also allow it to act.

Any individual person over 18 years old may be appointed. The person must not have been declared bankrupt, must not have been convicted of a crime or must not have been disqualified to act as a director in some other way. It is generally recommended that someone with a good clean record is appointed because a director’s past is likely to be scrutinized at some point particularly if a bank account will be required. Most banks will reject an application if a person with a colourful past is involved.

As an alternative to individual persons, any corporate entity from anywhere in the world may be appointed. The corporate entity must be in good standing on its register.

A person (whether an individual or a corporation) who is competent and who is responsible should normally be appointed. Directors are responsible for the affairs of the company and owe duty of care to the company.

The management and control of the company may be placed in the country where the directors reside. This may have important implications in legal proceedings and in taxation matters.

We call them a “professional director”. Professional directors are persons who are willing to be appointed and who are introduced to you by an intermediary or the Registered Agent.

In a court of law, a judge will not recognize the term “nominee director” because in law the person whose name appears on the Register of Directors is actually fully responsible for the proper management of the company and it does not matter if a person thinks or claims that he was a nominee. A director has to ensure that all legal requirements are being complied with, including the requirement to keep accounting documents and other company records.

We may provide a short list of approved Seychelles persons who you may appoint as a professional director. In Seychelles, only approved Seychelles residents and corporations owned by a licenced corporate service provider may provide such services. Overseas individuals and corporate entities may provide professional director services without any restrictions, and it is common for an overseas professional director to be appointed.

You can save on time. The directors manage the company. Instead of directing the company yourself you can find someone suitable so that you can have more time to do other important things.

A professional director can monitor more closely. You might not be able to run your business from afar and a professional director closer to the activities can help.

A professional director can bring expertise. Some businesses are specialised and require special skills and knowhow, and a professional director with the required experience and can be the solution.

You can have some added privacy. Sometimes people think the business is owned by the directors because the directors are the most visible persons in the business. They are the ones who sign contracts and other agreements, and who execute transactions. They open bank accounts, sign cheques, promote the company and answer questions.

Yes, it can. However an IBC cannot trade or operate without having at least one director. Any person trading in the name of an IBC while it has no directors may be liable personally for the transactions he or she executes. Or he or she may be deemed to be a director of the IBC. An IBC should take steps to appoint a director as soon as possible.

Yes, corporate shareholders are allowed. Any company, Foundation or Limited Liability Partnership from any acceptable country can be a shareholder of a Seychelles IBC. Another Seychelles IBC or a Seychelles foundation can also be a shareholder of a Seychelles IBC.

Anyone can be a shareholder, there is no age requirement. Someone younger than 18 years can be a shareholder, but shareholder proceedings may require the involvement of their legal guardian or even the Courts.

Also, any corporate entity from any acceptable country, including Seychelles, can be a shareholder of a Seychelles IBC. This includes Seychelles Foundations. A Seychelles trust can also own shares of a Seychelles IBC. Seychelles Trusts and Seychelles Foundations provide interesting holding arrangements for Seychelles IBCs.

There is no minimum share capital requirement however in practice we have set the minimum as 1 unit of any international currency. The typical minimum used is United States Dollar One and other commonly authorized and issued amounts are 5000 and 100,000 United States Dollars.

Note that any currency may denominate the share capital but we recommend that whatever currency is used, the minimum number of shares be one whole unit i.e. GBP 1, EUR 1, SGD 1, JPY 1, CNY 1 etc.

The share capital of a Seychelles IBC may be denominated in any currency.

The most popular currency for IBC share capital is the United States Dollar (US Dollar), possibly because the government fee is charged in US Dollars. The US dollar is the defacto currency in international trade such that many IBCs and other offshore companies operate in US dollars. The Euro is also a popular currency but there is nothing stopping you from having British Pounds, Swiss Francs, Chinese Yuans, or the Singapore dollar as your functional currency and as your share capital currency.

Shares can only be issued in registered form. Bearer shares are not allowed. The share register must record all particulars of a shareholder (the name, the address, amounts transferred to and from the shareholder, and the balance held). We can prepare and maintain it for you.

Shares can be issued as shares with a par value or shares without a par value. With par value shares, shares cannot be issued for less than par value. With no par value shares, the value is at the discretion of the directors.

Shares are normally issued as ordinary shares where each share has one vote and receives dividends. Other classes of shares can also be issued with different rights. A company can issue multiple class shares i.e. A shares, B shares, C shares etc each with different numbers of votes per share and other rights. Dual share class structures like Google or Berkshire Hathaway that concentrates control are possible.

The Seychelles IBC can also issue shares limited by guarantee so that the shareholder does not immediately have to pay up for shares.

No, bearer shares were abolished in Seychelles in 2013.

No. There is no minimum paid up share capital requirement for a Seychelles IBC. There is also no set time for them to pay up shares they have subscribed. These requirements can be determined by the company itself because the law is silent on the matter. As an IBC is a limited liability company, shareholders are liable for the unpaid portion of their shares in the event of winding up (liquidation).

Yes we can. We have short listed approved individuals who may provide this service. We can also provide a corporate nominee shareholder. A Seychelles nominee shareholder will sign an agreement to act on your instructions only and to not benefit from the shares of your company.

You can also appoint your own overseas nominee, perhaps your lawyer, accountant or other professional intermediary, or a good friend or trusted family member.

A shareholder is someone who is listed as the owner of shares in the company’s share register. The holders of the shares, i.e. the legal owners of the shares, are also expected to be the beneficial owners of the shares i.e. the people who receive dividends and other benefits from the shares, and who ultimately control the company based on their rights to appoint or remove directors, or approve changes to the company’s constitutional documents.

However, it is possible to separate legal ownership from beneficial ownership so that the official holder of the shares do not actually benefit from the shares. Someone else called the “beneficial owner” ultimately receives the dividends and has control through the nominee shareholder.

The nominee shareholder is appointed by the beneficial owner and is required by prior agreement to act in accordance with the beneficial owners instructions and wishes. A written agreement is usually signed by both parties to protect the beneficial owner, to ensure that the nominee follows the beneficial owner’s instructions at all times.

Effectively the nominee shareholder works for the beneficial owner and performs the shareholder duties and exercises the shareholder rights for the beneficial owner. A nominee shareholder can save the beneficial owner some time from such activities, and also serves to protect the beneficial owner’s privacy.

Yes you can. We have some templates which you can amend to suit your needs. The declaration of trust can then be signed by the nominee shareholder to confirm that the beneficial owner is the real owner of the shares.

The declaration also states that the nominee shareholder cannot transfer or dispose of the shares unless the beneficial owner provides written instructions. It also makes it clear that all benefits and rights belong to the beneficial owner.

For nominee shareholdings we may provide a nominee shareholder agreement which includes the undertakings found in a declaration of trust, where the nominee shareholder declares that the shares and the benefits and rights attached to them actually belong to you, and that the nominee will not do anything without your written instructions. As the registered agent we will respect and follow such an agreement or a declaration of trust. The terms of business that you have with us also serves to protect your interests in your relationship with us.

For professional directorship appointments (also commonly called “nominee” directorships) we provide a director service agreement which includes similar undertakings as those in declaration of trust or in nominee shareholder agreement.

No, you will have be given signatory rights e.g. be appointed as a bank account signatory, or as attorney under a power of attorney, or as the company secretary etc.

The persons registered as directors and shareholders (the persons appearing on the registers) may not in fact be the persons who ultimately control an IBC and who benefit from the successes of the IBC. They may be professional directors and nominee shareholders. Directors (and Professional directors) can be removed by shareholders who are controlled by ultimate beneficial owners.

Normally when professional directors and nominee shareholders are appointed, agreements called directorship service agreements and nominee shareholder agreements are signed by these persons and the ultimate beneficial owners. Because of these agreements the professional directors and nominee shareholders will not be able to appoint new directors or sell shares without the prior approval of the ultimate beneficial owners, and we would not process the changes without the written consent of the ultimate beneficial owners.

The Beneficial Ownership Act 2020 also requires that beneficial owners sign a declaration, in prescribed form, to confirm that they are the beneficial owner, and based on this, their names are entered into a Beneficial Owners register. The contents of the register are uploaded into a centralized government database (not public). The declarations and register can also be used as proof.

You will in some circumstances but not all. Some banks, government bodies and private individuals or businesses in transactions overseas (not in Seychelles) may ask for apostilled documents.

An apostille is an internationally recognized form of authentication. It is an international certification comparable to a notarisation in domestic law. The sole function of the apostille is to identity any stamp or seal affixed to an official document, to certify the authenticity of the signature on the document, and the capacity in which the person signing the document acted.

Under the Hague Convention, participating countries have agreed to recognize public documents issued by other signatory countries if those public documents are authenticated by the apostille. The apostille guarantees that public documents issued in one signatory country will be recognized as valid in another signatory country.

Yes we can because Seychelles is a party to the Hague Convention of 1961. Original documents bearing the signature and/or seal of a public official (such as that of the Registrar on a certificate of incorporation) can be apostilled without prior certifications or authentications. Other documents and all copies require notarization or other certification or authentication before they can be apostilled. In Seychelles apostilles are affixed by the Registrar of the Supreme Court, and the process is usually very quick and not expensive.

We are flexible but we prefer payment via bank wire transfer (SWIFT, IBAN, online payments) and most of our clients pay by this method. We can receive payments in United States dollars, Euros, British Pounds, Singapore dollars, and Seychelles Rupees. Other currencies are also allowed but they will be converted to one of the above currencies by our banks.

We can also accept credit card payments from VISA and Mastercard holders. You may also send money straight to one of our bank accounts via international money order services like MoneyGram or Western Union but we only recommend this if you absolutely cannot pay by bank transfer or credit card because bank charges are very high.

If you are in Seychelles we may accept, and bank small amounts of cash denominated in major international currencies or in Seychelles Rupees (value less than USD 2000). Bank notes must be of very good quality so as to be acceptable to Seychelles banks.

We will process most orders before receiving payment so as not to cause delays, but we will wait for payment before despatching documents by email or post or courier. We do not extend credit, but we can allow established clients to pay after document despatch. We also have special arrangements for active professional intermediaries.

If after 180 days you cannot use your very first IBC for the planned purposes, you may approach us and we will do our best to help you get the results you want, or we may give you a part refund and then resign as registered agent, following which the IBC would be struck off by the Registrar. This is for newly onboarded clients only, who have not previously obtained a Seychelles IBC.

Another solution is for you to sell the IBC to someone you know. We can assist with the transfer of ownership and management (transfer shares and the directorships) to the new owners.

Once an order has been fulfilled, we generally we do not accept returns and we do not give refunds, except for our 180 day satisfaction guarantee. In case of errors in documents we produced or procured, or loss of documents in shipment, we would offer to provide a replacement at our cost. We would of course return advanced payments if an order is cancelled before we have started any work.

Yes we can obtain a certificate of good standing from the Registry if your IBC has paid all its annual fees and its name is still on the register, i.e. it has not been struck off, and if it does not have any unpaid penalties for non-compliance. A certificate of good standing is often required by banks, other parties in business transactions or government bodies to confirm that a company still exists and has legal capacity to act.

Please contact us by email, WhatsApp or SMS, or call us for our price list. Our annual fees are competitive and include government charges of USD 150.50 per annum, and our registered agent and registered office fees.

For a Seychelles IBC the annual fees are due on the anniversary of its incorporation. If an IBC was incorporated on the 4th January 2023 the annual fees would be due each year on the 4^th of January. We would need to pay the annual government fees by the 4^th of January each year to avoid any late payment penalties.

If not paid on time, the IBC would incur penalties of 10% on the 5th January, to a 50% penalty 90 days later.

To help you to renew on time and to avoid penalties we send a first reminder by way of a renewal proforma invoice between 60 and 90 days before the due date. We then send renewal reminders on a monthly basis for the IBC thereafter so that you do not have to keep track – you can just act on our reminders.

If our annual renewal fees are not paid we will not be able to pay the annual government fees. If the annual government fees are not paid the IBC will not remain in good standing and will eventually be struck off the register. One year after strike off it will be deemed to have been dissolved. Once struck off the assets held by the IBC may be deemed to be vested in the state i.e. assets of Seychelles. A more immediate consequence is that you would not able to get a certificate of good standing to give to your bankers and other business partners.

Struck off IBCs can be restored, and on restoration an IBC is deemed to never have been struck off, so apart from restoration fees and penalties there are no lasting implications if you inadvertently let an IBC be struck off. You can recover from the error but the FSA will inspect the file beforehand, to ensure compliance with the law.

If the IBC is struck off because it did not pay its annual fees there is a clear process to restore it. You have to pay all the outstanding annual fees so that we may pay the government annual licence fees. There will also be an additional restoration fee charged by the Registry. You will also have to bring the IBC into full compliance with the prevailing laws, including settlement of any unpaid compliance penalties. The FSA will inspect the file to ensure compliance before restoring the company to the register.

You could simply stop paying the annual fees. Then we will not pay the annual licence fee to government and eventually, usually within some months, the IBC will be struck off the register. One year after strike, off it will be deemed to have been dissolved. We refer to this as “letting the IBC lapse into dissolution”.

You could also voluntarily wind up (dissolve) the IBC. This is not a straightforward process, but we can guide your through it. This the most robust close down option but also the costliest one.

Another option is to notify the registry that the IBC has ceased to trade or operate and will not resume any activity, which may prompt the Registrar to strike off the IBC. Yet another option is for us to resign as registered agent, and the IBC would be struck off within 3 months for not having a registered agent.

It depends on how quickly we can receive due diligence documentation on the new directors for verification. The updated register will have to be filed with the Registry and the whole process can take between 1 to a few days. In some circumstances, we may have to consult the beneficial owners particularly when there are professional directors and nominee shareholders, which can increase processing time.

You can. We will need a resolution signed by the directors. To get started, send us the new name to approve and we will prepare all the required documents.

You can. A few agents may resist and make the process more complicated, but most agents are cooperative and will allow for a quick and painless transfer.

You can. The IBC Act specifies a procedure for change of agent. We do not prevent clients from leaving but will ask that unpaid fees are settled first and that we are refunded for costs we will incur from the transfer process. We do not charge additional exit fees. We will attempt to complete our records before closing our file for the IBC, focusing only on important requirements the IBC had undertaken to meet.

Yes you can, provided that the laws of the existing country allow you to transfer the company to Seychelles. The process is called continuation or re-domiciliation.

We will carry out due diligence checks on the existing company and its directors, shareholders, other officers and beneficial owners. You will also have to provide proof that the company is in good standing with its current registry – e.g. a certificate of good standing or the equivalent, as well as all existing company documents.

We do not accept clients who are resident or domiciled in countries found on the FATF Call For Action List or who are in the FATF Jurisdictions Under Increased Monitoring list. We also do not accept IBCs that will somehow be linked to those countries e.g. will own assets in those countries or do business with persons in those countries. The current list can be access from https://www.fatf-gafi.org

Additionally we cannot assist clients who are directly involved in the pharmaceutical business such as operating a chemical factory. We cannot assist anyone involved in the adult entertainment business (pornography, prostitution or even “online dating”) - these are illegal in Seychelles. We cannot assist clients who are involved in the arms business (development, manufacturing and distribution of weapons, ammunition and other equipment used by the military and defence forces). We will also refuse businesses that will raise investment funds from the general public or provide financial services to the public without having licences where they will operate.

We may also refuse to act for politicians and celebrities.