Pursuant to the recent amendments of the International Business Companies Act, 2013, the following law takes effect and has to be adhered to:
1. Issue of Bearer Shares is prohibited
and all current bearer shares issued by the company have to be recalled
and cancelled within six months and shall
issue registered shares in substitution for the cancelled bearer shares.
Any bearer shares which have not been recalled and cancelled within that
period of six months shall thereafter be null and void and be without effect
for the purpose of the law. The six months time limit is from the date the
amended Act came into effect, which is the 16th of December 2013, hence the
15th of June 2014 will be the expiry date.
2. The share register of an IBC shall be maintained at the registered agent office only.
3. Every company incorporated under the Act, shall by 31st December of each year furnish to the Registered Agent a return in the form of a declaration that:
(i) The company is keeping accounting records in accordance with the Act and that such records can be made available through its registered agents and that the Share Register located at the Registered Office is complete and updated
4. Failure to comply with the requirement of the amended Act will result in fine and penalties to the extent of USD100 and USD25 per day for as long as the non compliance persists. As for the bearer shares, they will be declared null and void after the six month period has lapsed.
With the enactment of the International Business Companies Act by the Seychelles government, companies can be incorporated quickly for the purpose of conducting offshore business. These companies have the following characteristics;
No exchange controls exist for International Business Companies.
Type of law
The Seychelles legal system is based on English Common Law, French Civil law and Customary Law.
The government license fees are payable on the anniversary of incorporation annually. Under the International Business Companies Act 1994, the license fees are fixed for life. This means that even if the annual fees are increased in the future, a company incorporated before such an increase came into effect will not be affected adversely. A company incorporated with an authorized Share Capital of:
Up to $5,000
Between $5,001 and $50,000
Less than $50.000 and some or all of it's shares have no par value
The minimum number of directors required is one who may be natural persons or body corporate. They need not be residents in the Seychelles and may be of any nationality. There is no need to disclose particulars of the director(s) to the authorities.
An IBC registered in the Seychelles need not appoint a company secretary although it is standard practice to do so.
A minimum of one shareholder is required. No details of the shareholder appear on the public records.
Classes of shares permitted
1. Registered Shares
2. Shares of no par value
3. Preference Shares
4. Redeemable Shares
5. Shares with or without voting rights
Authorized share capital
There is no minimum share capital required however; Seychelles IBC's are normally incorporated with an authorized share capital of US$5,000. This being the maximum share capital for the minimum capital duty payable and minimum annual license fee at the time of incorporation. The authorized share capital may be expressed in any currency.
A registered office must be maintained in the Seychelles, at the office of a licensed management company.
It is compulsory for a Registered Agent to be appointed who is licensed by the Seychelles Government Authorities to perform this service.
An IBC is exempt from any taxes of any nature in the Seychelles.
No company shall be incorporated under the International Business Companies Act 1994 under a name that: -
a)Is identical or similar to an existing company incorporated under this Act;
b)Is offensive or, in the opinion of the Registrar is otherwise objectionable or misleading;
c)Contains the words, "Assurance", "Bank", "Building Society", "Chamber of Commerce", "Chartered, "Cooperative", "Imperial", "Insurance", "Municipal", "Trust", "Foundation", or a word conveying a similar meaning, or any other word that, 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.
Suffixes to denote limited liability
The word "Limited", "Corporation", "Incorporated", "Societe Anonyme" or "Sociedad Anonima", "Public Limited Company", "Societe", "a Responsabilite Limitee", "Berhad","Proprietary", "Namloze Venootschap", "Besloten Venootschap", "Aktiengesellschaft" or "Limited Life Company" or the abbreviation "Ltd.", "Corp", "Inc.", "S.A". "PLC", "S.A.R.L", "Bhd", "Pty", "NV", "BV", "A.G." or "LLC" shall be the last word of the name of every company incorporated under this Act, provided that a company incorporated under the laws of a jurisdiction outside Seychelles and continued as a company incorporated under this Act may use the name designated in the Articles of continuation.
An International Business Company is not permitted to;
Trade within the Seychelles
Own real estate in the Seychelles
Provide registered office facilities in the Seychelles
Sell it's shares to the public
Undertake business as an Insurance or reinsurance Company
Carry on banking or a trust business
Time scale to incorporate
Subject to name approval and the Memorandum & Articles of Association of the Company being presented to the Registrar and they comply with the law, a certificate of incorporation may be issued on the same day.
Shelf companies are also available.
The Consulate of the Republic of Seychelles is able to offer professional advice and provide a complete and low cost service for the incorporation of Offshore Companies in the Seychelles.
Potential Clients wishing to utilize the many advantageous and attractive features that are inherited with the registration of an IBC company are invited to contact our office for further information.