The International Business Companies Act of 1994 governs the vast majority of companies formed in Seychelles for offshore purposes. The existing Companies Law 1972, which is based on English law and is used to form various types of companies used by businesses trading in Seychelles, as well as offshore businesses that are not permitted to use the IBC form, such as banks, insurance companies, and mutual funds, was not superseded by this law.
The International Business Corporations Act of 1994 governs the vast majority of companies founded in Seychelles for offshore purposes (see below). The existing Companies Law 1972, which is based on English law and is used to form various types of companies used by businesses trading in Seychelles, as well as offshore businesses that are not permitted to use the IBC form, such as banks, insurance companies, and mutual funds, was not superseded by this law.
Companies founded under the Companies Act 1972 can be limited by shares, limited by guarantee, or hybrid; they can even be limitless, though this is uncommon. The Act also allows for the formation of public companies. Memorandum and Articles of Association, as well as the registration fee, must be filed at the Companies Registry for all of these types of businesses.
International Business Company
In Seychelles, the international business company is the most common vehicle for offshore operations; it usually takes the form of a private corporation limited by shares, although it can also be a limited life company. The International Business Companies Act of 1994 governs the industry (as amended). The legal criteria are simple and adaptable:
- Only one shareholder and one director are necessary.
- There is no necessity for a certain amount of capital. Shares can be issued in any currency and can be registered or bearer.
- No shareholder, director, or officer returns are required.
- Shareholder and board of directors meetings do not have to be held in Seychelles and can be conducted over the phone.
- Seychelles must keep a copy of the share register. A register of directors and officials is likewise subject to this requirement.
- The Memorandum and Articles of Association are the sole documents that are publicly available.
Special License Company
The Companies (Special Licence) Act of 2003 establishes Special Licence Companies (CSLs) (the Act). Unlike an IBC, a CSL is allowed to conduct business both inside and outside Seychelles. The CSL entity is a Seychellois domestic corporation (as defined by the Companies Act 1972), with a specific license issued by the Act. A CSL provides significant statutory tax benefits (see Offshore Legal and Tax Regime), including access to Seychelles double tax treaties.
The following are some of the CSL’s key features:
- A CSL may operate as an international holding company, a headquarters company, a franchise company, a marketing company, a company holding intellectual property, an investment company, and so on, as permitted by the Act’s Schedule.
- No bearer shares are allowed.
- Nominee shares are allowed, but the beneficial owner’s name and address must be notified to the Registrar of Companies.
- Foreign stockholders are allowed to participate.
- There must be at least two directors, one of whom may be based outside of Seychelles.
- A company secretary must be a Seychelles resident.
- A yearly company return, as well as audited financial statements, must be filed.
Limited Partnership
The Limited Partnership Act of 2003 governs the formation of limited partnerships (LPs) (the Act). An LP has many statutory tax benefits (see Offshore Legal and Tax Regime), including the ability to receive money from sources outside Seychelles and transfer it to foreign partners without incurring tax responsibility in Seychelles. A Seychellois limited partnership is ideal for international collaborative ventures.
The following are some of the standout features:
- The LP must have one or more general partners who are accountable for the LP’s debts, as well as one or more limited partners who are not.
- A Seychellois person (either a resident individual, an IBC or domestic firm, a CSL, or an LP) must be at least one general partner.
- You must have a Seychelles-registered office.
- A yearly certificate showing that the LP has complied with the Act’s requirements must be filed.
Protected Cell Company
The Protected Cell Companies Act of 2003 establishes protected cell companies (PCCs) (the Act). A PCC is a domestic Seychellois business with the authority to form one or more identified ‘cells’ to segregate and protect cellular assets, as specified by the Act. While each cell a PCC generates is distinct from the others and may have its cellular assets, no cell is a legal entity in its own right (i.e. only the PCC is a separate legal entity).
A PCC’s Board of Directors is responsible for keeping cellular assets separate from non-cellular assets, as well as keeping assets attributable to each cell separate from assets attributable to other cells.
