Victorious warriors win first and then go to war, while
defeated warriors go to war first and then seek to win.

                                                                                       ~ Sun Tzu

Standard

$1075
  • Free Name Application
    You can have unlimited name applications for free but usually 3 tries will guarantee success
  • Foundation Formation & Registration
    Formation and registration is usually completed within 48 hours
  • Certificate Of Incorporation (1 Original Certificate)
    The registry provides only 1 original certificate of incorporation and addititional certificates cannot be obtained
  • Charter (2 Original Documents)
    Each Charter is presented together with 1 set of Regulations
  • Regulations (2 Original Documents)
    Each set of Regulations is presented together with 1 Charter
  • Assignment Of Founders´ Rights & Obligations
    A nominee founder can be used to preserve privacy of the main founder. The name of the first founder appears on the charter which is a public document but subsequent founders´s names can be private.
  • First Board Of Councillors Minutes
    This clearly confirms all the initial particulars of the Foundation and also covers consent of the councillors
  • Register Of Councillors
    All Foundations are required to maintain this by law
  • Register Of Beneficiaries
    All Foundations are required to maintain this by law
  • Register of Founders
    All Foundations are required to maintain this by law
  • Registered Agent Services For 1 Year
    All Foundations require a licenced Registered Agent in Seychelles. We also provide basic secretarial services.
  • Registered Office For 1 Year
    The address Oliaji Trade Centre - 1st Floor will be your Registered Office address.
  • Mail forwarding
    Mail forwarding for a reasonable amount of mail received each month is included in all our packages. All mail received over a 30 day period is placed in a big envelope which we post to you or drop in a courier on completion of a pending order.
  • Drafting Of Minutes & Assistance With Other Ancillary Documents
  • Courier
  • $1075
  • Corporate Seal

Enhanced

$1250
  • Free Name Application
    You can have unlimited name applications for free but usually 3 tries will guarantee success
  • Foundation Formation & Registration
    Formation and registration is usually completed within 48 hours
  • Certificate Of Incorporation (1 Original Certificate)
    The registry provides only 1 original certificate of incorporation and addititional certificates cannot be obtained
  • Charter (2 Original Documents)
    Each Charter is presented together with 1 set of Regulations
  • Regulations (2 Original Documents)
    Each set of Regulations is presented together with 1 Charter
  • Assignment Of Founders´ Rights & Obligations
    A nominee founder can be used to preserve privacy of the main founder. The name of the first founder appears on the charter which is a public document but subsequent founders´s names can be private.
  • First Board Of Councillors Minutes
    This clearly confirms all the initial particulars of the Foundation and also covers consent of the councillors
  • Register Of Councillors
    All Foundations are required to maintain this by law
  • Register Of Beneficiaries
    All Foundations are required to maintain this by law
  • Register of Founders
    All Foundations are required to maintain this by law
  • Registered Agent Services For 1 Year
    All Foundations require a licensed Registered Agent in Seychelles. We also provide basic secretarial services.
  • Registered Office For 1 Year
    The address Oliaji Trade Centre - 1st Floor will be your Registered Office address.
  • Mail forwarding
    Mail forwarding for a reasonable amount of mail received each month is included in all our packages. All mail received over a 30 day period is placed in a big envelope which we post to you or drop in a courier on completion of a pending order.
  • Drafting Of Minutes & Assistance With Other Ancillary Documents
  • Courier
  • Nominee Founder
    A nominee or initial founder which we can provide can be used to help preserve privacy of the main founder. Only the name of the nominee founder appears on the charter which is a public document. The main founder can receive all the rights and obligations of the nominee or initial founder without appearing on the public documents. Unless there is a change of founder at later stage only the name of the nominee founder will be public.
  • Apostille Set Of Formation Documents Or All Above Documents
    We will have the documents authenticated in a bundle. First a notary will apply his certification, the Supreme Court of Seychelles will apostille the set. Some banks require an apostille set.
  • $1250
  • Popular Extras
  • Corporate Seal

Premium

$2500
  • Free Name Application
    You can have unlimited name applications for free but usually 3 tries will guarantee success
  • Foundation Formation & Registration
    Formation and registration is usually completed within 48 hours
  • Certificate Of Incorporation (1 Original Certificate)
    The registry provides only 1 original certificate of incorporation and addititional certificates cannot be obtained
  • Charter (2 Original Documents)
    Each Charter is presented together with 1 set of Regulations
  • Regulations (2 Original Documents)
    Each set of Regulations is presented together with 1 Charter
  • Assignment Of Founders´ Rights & Obligations
    A nominee founder can be used to preserve privacy of the main founder. The name of the first founder appears on the charter which is a public document but subsequent founders´s names can be private.
  • First Board Of Councillors Minutes
    This clearly confirms all the initial particulars of the Foundation and also covers consent of the councillors
  • Register Of Councillors
    All Foundations are required to maintain this by law
  • Register Of Beneficiaries
    All Foundations are required to maintain this by law
  • Register of Founders
    All Foundations are required to maintain this by law
  • Registered Agent Services For 1 Year
    All Foundations require a licensed Registered Agent in Seychelles. We also provide basic secretarial services.
  • Registered Office For 1 Year
    The address Oliaji Trade Centre - 1st Floor will be your Registered Office address.
  • Mail forwarding
    Mail forwarding for a reasonable amount of mail received each month is included in all our packages. All mail received over a 30 day period is placed in a big envelope which we post to you or drop in a courier on completion of a pending order.
  • Drafting Of Minutes & Assistance With Other Ancillary Documents
  • Courier
  • Nominee Founder
    A nominee or initial founder which we can provide can be used to help preserve privacy of the main founder. Only the name of the nominee founder appears on the charter which is a public document. The main founder can receive all the rights and obligations of the nominee or initial founder without appearing on the public documents. Unless there is a change of founder at later stage only the name of the nominee founder will be public.
  • Apostille Set Of Formation Documents Or All Above Documents
    We will have the documents authenticated in a bundle. First a notary will apply his certification, the Supreme Court of Seychelles will apostille the set. Some banks require an apostille set.
  • Customization Of Trust Deed Or Bespoke Trust Deed
    You can provide your own trust deed which will then be vetted by a Seychelles attorney.
  • Local Individual Councillor
    You can select one from a shortlist of Seychelles nationals who we have known for many years and who reside in Seychelles.
  • Councillor Agreement
    The councillor will sign an agreement with the Founders undertaking to only act in the interest of the Foundation as per the wishes of the Founders.
  • Assistance With Bank Account Opening
    We will complete the bank account opening forms for you and and undertake to have the councillor sign it. Your input will be required in some parts.
  • $2500
  • Corporate Seal
    The Seal is in the form of rubber stamp produced in Seychelles.

Not sure which package to choose?

Not to  worry! We are happy to help.

Everything you need to know

Applicable law

Foundations Act, 2009

Authority / Registrar

Seychelles Financial Services Authority (FSA) – formerly Seychelles International Business Authority ( SIBA).

Suffix To Denote Limited Liability

Not applicable

Language

English and French names, Charter and Regulations are allowed without requiring accompanying translations. Certified translation must accompany documents and names in other.

Capital Requirements

Initial assets (endowment) can be a minimum of one unit of any international currency but not less that USD 1

Annual Fee Paid To Authority

USD 200

Registered Agent

Required to be in Seychelles

Founders

Minimum one. Can be an individual or a corporate body (company or other Foundation) or a trust (acting through trustees). Founders may reserve or assign some rights.

Councilors

Minimum one. Can be a body corporate or an individual of any nationality. Sole founder cannot be sole councilor.

Protectors / Professional Protectors Allowed

Yes. Sole councilor or sole beneficiary cannot be sole protector.

Secretary

Not a legal requirement – optional.

Double Taxation Agreement

The benefits of Double Tax Agreement will not be applicable to a Foundation

Meetings

Not required to be in Seychelles.  May be conducted telephonically.

Audit

Not required

Filing of accounts

Not required.

Migration

Seychelles legislation permits migration of Foundations registered in other jurisdictions into Seychelles, and similarly a Foundation may relocate out of Seychelles.

Type of structure

Foundation

Taxation

A Foundation is not taxed in Seychelles on its worldwide profits. It is not subject to any Seychelles taxes.

Name Requirements

Must end with the word “Foundation”. If the name is not in English or French a certified translation must be provided for name reservation.

Scope Of Operations

A Foundation may not operate in Seychelles. It may not have commercial or for-profit activities but it may own commercial enterprises. The purpose or objects need not be charitable or philanthropic – they can be private, e.g. succession or estate planning.

Incorporation Time

Typically 2 to 3 days

Ready-Made Foundations

Yes

Registered Office

Required to be in Seychelles, must be address of the Registered Agent.

Nominee Founders Allowed

Yes

Professional Councilor Allowed

Yes

Shareholders

Not applicable – a Foundation has no owners

Seal

Not required – optional.

Annual return

Not required

Accounts

Councilor must keep accounting documents but are not required to produce accounting statements (balance sheet and income statement) that anyone can read. Contracts, share certificates or records of ownership of assets are sufficient.

Exchange controls

No

Confidentiality

The Act preserves confidentiality.

Legal proceedings

Any civil proceedings in respect of a Foundation are heard by a Judge in Chambers.

Frequently Asked Questions

What is an Foundation?

A Foundation is a legal entity separate from its creators and it can own assets or participate in legal proceedings in its own name.

It is incorporated like a company, and it is managed by a board of councillors similar to a company’s board of directors but it does not have owners. Instead as with a trust it may have a purpose or it may have beneficiaries, but the beneficiaries have no beneficial interest in the assets. The Foundation legally and beneficially owns itself and the assets, and the assets do not become the assets of a beneficiary unless distributed.

The foundation is often discussed as a hybrid of a company and trust but it is a unique entity that has developed separately from companies and trusts, and it has special and powerful applications.

What is the legal status of a foundation? Is it a corporate entity?

A foundation is a corporate entity. It is a legal entity with its own separately legal personality. Legally it has the rights and status that a separate and independent individual person has. It can sign agreements, enter into contracts, and own assets including funds in bank accounts in its own name. It can buy and sell goods and assets and own shares or other interestes in companies or other enterprises.

Who are the parties in a Seychelles foundation?

Founders, councillors, protectors (and other supervisory persons) and beneficiaries at the main parties in a Seychelles Foundation.

What are the main advantages of the Seychelles Foundation over other foundations?

The Seychelles Foundation Act was passed in 2009 by which time jurisdictions like Panama and Liechtenstein had had a long history with foundations. The Seychelles foundation looks at the best practices, features and problems found elsewhere and hopes to improve on them.

In Seychelles it is stated in the Act itself that a foundation has no owners that it is itself the beneficial owner of the foundation assets. This is a very interesting and powerful provision that did not exist elsewhere. It makes a Seychelles foundation very attractive as an ultimate holding entity instead of a trust, a nominee shareholder arrangement or bearer shares.

Our foundation Act is written in simple and modern English so as to be understandable to most people worldwide. Our charter and regulations are also in English.

Our prices are also lower and the government fee is only USD 200 for registration and the annual government fee is also only USD 200.

Can a foundation invest in Seychelles?

It can to a certain extent. It cannot own immovable property in Seychelles (land and buildings) so it cannot invest in real estate. It cannot own shares, debentures or other interests in domestic companies either.

However it can have an interest in or be a beneficiary in another Seychelles foundation. It can own shares, debentures or other interests in an International Business Company (IBC), Company with a Special Licence (CSL), or Protect Cell Company (PCC). It can have an interest in a Limited Partnership and it can have an interest in or be a beneficiary in a Seychelles trust. It can own shares in a licenced Seychelles fund and it can hold money in a Seychelles bank account.

Does a foundation need to pay taxes?

No, a foundation is not subject to tax in Seychelles so there are NO taxes fo a foundation to pay in Seychelles. Section 110 of the  Foundations Act 2009 exempts a foundation from all Seychelles tax Acts.

Depending on the activities of the foundation it may have to pay taxes in other countries. We do recommend that you consult a tax professional in the countries where the foundation will have some operations.

What is an accounting address?

Following amendments to the Seychelles Foundations Act on the 27th December 2011 all Seychelles foundations must give notice to the Registered Agent (that’s us) of where they keep their accounting records. It states that the accounting records shall be kept at the registered office or such other place as the councillors think fit. Where they kept at another place the councillors must notify the registered agent and they also must notify the Registered Agent of a change of address within 14 days.

To avoid the cost of sending documents to Seychelles most if not all of our clients keep their accounting documents at the address of an intermediary or at their own address. Many intermediaries already provided the service to their clients before the amendment (document repository and safe-keeping).It should be noted that the councillors of a foundation have always had the duty to keep accounting records and other documents of the foundation. The new requirement is for notification of an address only.

It should also be noted that there is no requirement to prepare, or audit or file financial statements (profit and loss, balance sheet and cash flow statements) that can be read. The “accounting records” are defined as “documents relating to assets and liabilities of the company including receipts and expenditure, sales and purchases and other transactions;”. These documents can be kept at the accounting address in what accountants call a “shoe-box” so that there is no need to employ an accountant.

Does a foundation need a Seychelles bank account?

No there is no requirement to open a Seychelles bank account. A Seychelles foundation can have a bank account or many bank accounts anywhere in the world. Banks in Mauritius, Singapore and Hong Kong banks are often used instead of Seychelles banks. This is usually because some overseas banks can provide more sophisticated products and services or because the clients already have a relationship with a particular international banking group  which does not yet have a branch in Seychelles.

Of couse having a Seychelles foundation with a Seychelles bank account is also an attractive setup because organizations are often expected by their parties to have a bank account where have been established. Having a Seychelles bank account can give a Seychelles foundation a better image. Also, because a Seychelles foundation is not subject to tax in Seychelles, there will be no taxes on interest earned in the Seychelles bank account.

Is there a minimum amount required for the initial settlement?

Yes the Foundations Act 2009 requires a minimum initial settlement amout of One United States dollar (USD 1) or the equivalent in any internationally recognized currency. The initial amount to be transferred into the Foundation must be stated on the Charter.

What is expected of the founder? What are a founder's duties?

A founder is a person who establishes the foundation. He is expected to transfer the initial assets into the foundation. If the founder does not, the councillors may request it at a later date.

Banks and other parties dealing with a foundation may carry out due diligence on a founder and may ask for identification and proof of address for the founder.

We need the foundation documents very urgently. Can we have the documents now and we will complete client registration later?

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 courier the company documents to you. Our regulations strictly require that we complete client registration procedures before we fulfill your orders and the same requirement exists in all reputable jurisdictions. During client registration we must come to “know our client” (KYC) to ensure that any proposed business or activity will be in to accordance the laws of Seychelles and to help ensure that once the foundation is operational it will remain compliant.

In most cases, to complete your orders very quickly we will begin to process your order soon after you choose us. However it is at the discretion of our directors whether to release documents before we have received your original registration documents and other information. The directors may consider your special requests if you were referred to us by a long-standing and respected client, affiliate or other contact.

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

How fast can you get a name approved?

We can usually process a name application request 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. Please 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 (not English or French) and about dual language name applications 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 foundation be available within a set time frame, a ready-made foundation may be the more prudent option.

What information do you need on the proposed foundation activities?

We need enough information about the specific activities that the foundation 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 foundations a short statement comprising of one or two phrases would usually be sufficient.

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

A typical statement can be “The foundation will own shares in an IBC which will own properties in the London, UK. The source of funds will be the personal savings of the founder.”

What do you accept as proof of identity? A passport copy?

As proof of identity we can accept a certified copy of your passport or National identity card. We do not recommend sending the originals to us so as to avoid risk of loss of such important documents. Certified copies are sufficient.

The certifier must use the following or equivalent text “Having seen the individual and identification document at the same time, I certify this is a true copy and the photograph is a reasonable likeness.”

We need a good quality copy, preferably a colour copy showing the passport photo, the signature, the issue date and the expiry date. 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 actually 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 from a registered professional intermediary client 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.

If someone investigates a foundation, what information will they get?

They will get limited information and documents publicly filed but they will not easily be able to get the information and documents filed with the Registered Agent.

From a search at the Registry, assuming they already know the name of the foundation, they will be able find out the registration number, the intial assets settled into the foundation, the registered agent’s name and address, the registered office of the foundation, the last annual licence fee that was paid, the next annual licence fee to be paid and the status of the foundation (whether in good standing, struck off or dissolved etc). They would also be able to get a copy of the certificate of incorporation, the charter and any other documents filed publicly. The would see the name the address of the original founder as stated on the charter.

Normally they would not see the names and addresses of the subsequent founders, and the names and addresses of the beneficiaries, councillors, protectors and supervisory persons because our standard is very small and includes the minimum information. We also only usually file extracts of resolutions which do not show such details and also, the registers are not filed.

Particulars of the founders, councillors, protectors, supervisory persons and beneficiaries are only held privately by us the Registered Agent. We keep the registers ourselves and we do not file them with any authority. Furthermore we are not allowed to provide any information to any third party, the law prohibits us. In most cases we would totally ignore any request and we would inform you of the request.

There is one exception. If a request is made by our financial investigations unit we are required to provide all information they require but they are also obligated to maintain confidentiality. Only the Seychelles Courts can release private information into the public domain, during legal proceedings.

The initial capital can be denominated in what currency?

While the Act specifies the minimum required amount as One United States dollar (USD 1) the initial funds can be denominated in any internationally recognized currency. You can choose a currency to match the currency that most transactions will be in.

Who can be a beneficiary?

Anyone can be a beneficiary, there is no age requirement. Someone younger than 18 years can be a beneficiary.

Also any corporate entity anywhere in the world including Seychelles can be a beneficiary of a Seychelles Foundation. This includes other Seychelles Foundations.

Are corporate councillors allowed?

Yes corporate councillors 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. It’s objects must also allow it to act.

A Seychelles IBC can also be used but it cannot be used in a professional services capacity (also known as a nominee) unless authorized. If a Seychelles IBC is used as a corporate councillor it must act in a real capacity, actually have control, and maintain books of accounts and other records.

Only a Seychelles IBC that is wholly owned by a licenced corporate services provider can be used as a professional councillor to any number of client foundations.

What are the benefits of having a professional councillor?

The councillors manage the Foundation. If you can establish the requirements for management well beforehand, if you can map out most of the procedures and make it clear what they must do and what they must not do, you could delegate management duties to someone else. Instead of doing it yourself you can find someone suitable so that you can do other important things.

You don’t necessarily have to wait until you have everything mapped out though. You can also appoint someone else to free up your time if you can find competent and trustworthy persons, and especially if the business is not specialized, its not difficult to find good people to do the job.

Sometimes, having someone local is needed to be close to the operations at all times. You might not be able to run it from afar, and professional councillors can help in this regard as well. Another reason is that sometimes specialized activities need people with expertise. A professional councillor with the required experience and training can be the solution.

Often the general public will think the entity is owned by the managers because the managers are the most visible persons in it. 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. If someone else can do all of it for you you can retain your privacy, as well as save time.

Note that while the councillors are the ones who must also answer questions in court, the councillors will not always get all of the blame. The law may look at all persons who were involved in any wrongdoing and someone controlling from the background may not escape punishment. A professional councillor should not be appointed only for taking the blame and liabilities which may arise in future, and most professional councillors will do their utmost to protect themselves in this regard anyway through agreements, good record keeping and by trying to detect illegal activity.

Can we have a foundation with only 1 founder, 1 councillor and 1 beneficiary?

Yes but they cannot all be the same person. The sole founder cannot also be the sole councillor or the sole beneficiary.

Also note that the sole councillor cannot also be the sole protector.

Who can sign for a foundation?

Normally signatory rights are defined in the foundation’s charter and regulations. Normally the councillors sign but anyone can be appointed as a signatory to a foundation’s bank accounts – bank signatories do not have to be councillors. A power of attorney can also give a person who is not a councillor powers to sign for the foundation.

Who can be a bank account signatory?

Anyone you want can be a bank account signatory. It can be a professional councillor, a protector, a trusted friend or family member, or yourself even if you will not be a councillor or other officer of the foundation.

A bank account signatory is someone who “signs”on an account 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.

Foundation councillors are generally expected to be bank account signatories, and professional counicillors are usually expected to at least be a joint signatory but this is not a strict requirement. Instead of councillors you may appoint your managers as the signatories. When councillors are active bank signatories, you may be able to use this fact to demonstrate their effective management and control of the foundation and its assets.

Do we need to apostille the documents?

You will in some cases 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.

How can we pay? What methods of payment do you accept?

We much prefer payment via bank wire transfer (SWIFT, IBAN, online payments) and most of clients pay by this method. We can receive payments in United States dollars, Euros, Hong Kong dollars, British Pounds and Singapore dollars. Other curriences 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. We provide a special credit card authorization form for this purpose which you can fax to us. 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 small amounts of cash (less than 2000 United States dollars) which we would bank straight away and while you are still in Seychelles. Bank notes must be of very good quality because Seychelles banks are very strict. The banks would only accept bank notes for the major international currencies.

We do not accept e-money from services like Paypal and WebMoney.

How quickly can we change the councillors of a Foundation?

Very quickly because in our standard offering, details of the councillors are not filed with the Registry and to change councillors you only have to complete our procedures.

You will need to send us details and/or proof of address and proof of identity of the new councillors and we will also need a resolution of the councillors, signed by the outgoing councillors. Once we receive the required documents and information from you we will immediately enter the changes in our records which would make the changes official.

In some cases we may have to consult the Fouuders and or the Protectors particularly when all councillors are professional councillors. This could delay the change slightly.

What are your annual fees?

Please email, skype or call us to get our fees. Our annual fees are inclusive of government charges of USD 200 per annum, and cover our registered agent and registered office fees, plus mail forwarding for a reasonable amount of mail per month. We charge one simple fee to cover all of this.

As part of our annual registered agent service we are also happy to assist with preparation of resolutions and some other routine documents, and we provide information and guidance for all Seychelles entities and Seychelles regulations without extra charges.

If a Foundation is struck off, can we easily restore it?

If the Foundation is struck off because it did not pay its annual fees then yes it is easy to restore it. You simply have to pay the annual fees so that we may pay the government annual licence fees. There will also be an additionl restoration fee charged the Registry.

However if the Foundation was struck off because it did not comply with another part of the Foundations Act (for not having a Registered Agent for example) or because the Registrar had reason to believe that the Foundation posed a threat to the reputation and image of Seychelles the restoration process may be more complicated. Thankfully this happens rarely and most Foundations are struck off because they did not pay the annual fees.

To begin the restoration please ask us for a quote.

We have a Foundation with another agent. Can we change it over to you?

Yes you can. We will be happy to assist and you will benefit from our high quality services and our great prices.

We will first ask for information about the Foundation and yourself including what the Foundation does specifically and the asset it owns. If you are not an existing client, you will need to complete our client registration procedures but this is usually very fast and very easy. Once we have received all information we require we will accept to be the new Registered Agent. We will then be able to help you draft the resolutions and other documents to complete the transfer of the Foundation to us.

The existing agent may have their own proprietary procedures which we will have to complete. If there are any outstanding fees they will insist that all outstanding fees are paid first. Most respectable agents will not resist a change and our regulators do not support unethical behaviour but there may delays because the other agent may not be happy about your decision to move.

How are foundation used and why?

Foundations are popularly used as ultimate holding entities. When assets are transferred into a foundation, they become assets of the foundation itself. They are no longer the assets of the founder and they do not become the assets of the beneficiaries. The beneficiaries do not have any automatic rights to the assets.

When the question is asked “to whom to the assets belong to?” it can be answered that the assets belong to the foundation and that the foundation is the ultimate beneficial owner. A foundation has no owners. If a company is a slave (owned by the shareholders) a foundation is a free person (owned by no one).

Foundations can be used for charitable purposes but Seychelles foundations are more commonly used as private and family foundations to move assets out of the estate of an individual as part of estate planning (for example to mitigate forced heirship provisions) while giving that individual the comfort that the assets will be managed or distributed in accordance to his wishes. Also once the assets are in the foundation it becomes harder for future claimants to get at the assets.

What is the difference between a Seychelles foundation and a trust?

While they often used for similar purposes, they are very different things. The most important differences are:

A foundation is a corporate entity with its own legal personality separate from its founders, councillors and beneficiaries whereas a trust is not – a trust is a legal arrangement that involves the formal transfer of assest from a settlor to a trustee for the benefit of some beneficiaries. In a trust the trustee must act in the best interest of the beneficiaries whereas in a foundation the councillors who manage the assets must act in the best interest of the foundation itself.

A foundation owns the assets for its own benefit and the beneficiaries do not automatically have any rights to the assets. In a trust the trustees legally own the assets but the beneficiaries have beneficial ownership.

For a trust to be valid it must meet certain conditions at all times whereas a foundation is valid if it has been properly incorporated.

A founder can be one of the councillors managing the foundation without affecting the validity of the foundation whereas in a trust, settlor involvement in managing the trust assets can often weaken the trust.

A trust a can be engaged in commercial for-profit activities but a foundation cannot. However both including the foundation can own commercial enterprises.

Is a secretary needed?

No the Foundations Act 2009 (as amended) does not require the appointment of a secretary. It is totally optional.

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

As the registered agent we often also fulfill some of the secretarial duties but we are not the “official secretary”. We are happy to prepare most resolutions and other simple documents for no extra charges and we are happy to assist the overseas secretary if one is appointed.

Can a foundation be engaged in commercial activities?

No foundation may not have commercial or for-profit activities but it may own commercial enterprises.

In this regard it is less flexible than a trust – a trust may directly have commercial and for-profit activities. However, most trustees prefer to own commercial enterprises as well rather than to have commercial or for-profit activities directly in the trust.

Can a foundation have its own offices in Seychelles?

Yes a foundation can have its own offices in Seychelles. It can lease an office but only for keeping its books and records, for communicating with councillors, supervisory persons, or beneficiaries, and for making and maintaining professional contact with counsel and attorneys, accountants, bookkeepers, the registered agent, management companies, investment advisors or other similar persons carrying on business within Seychelles.

Does a foundation need to file accounts?

No there is no requirement to prepare or file a Foundation’s accounts in Seychelles. The authorities will NOT ask for them.

Does a foundation need to keep books of accounts and other records?

Yes it is a requirement for a foundation to keep books of accounts and other records. It is basically a duty of the councillors of the foundation to keep accounts. Other records include minutes of meetings and agreements.

It is important to note that foundations are not required to prepare accounting statements that can be read. They are only expected to keep accounting documents meaning invoices and receipts, bank statements, and contracts possibly in what accountants call a “shoe-box”. It is also important to note that foundations are not required to file accounts with anyone in Seychelles.

Will we be able to maintain control of the assets once they have been transferred to the foundation?

Once the assets are have been transferred into the foundation they become assets of the foundation itself. They are no longer the founders assets and they do not become the assets of the beneficiaries. The councillors manage and control the assets and the protectors have certain powers over the councillors.

A founder or a beneficiary could be appointed as a councillor or a protector which along with other councillors and protectors would allow them to manage the assets of the foundation. Note that a sole founder cannot be a sole councillor or a sole protector.

Alternatively the founders can appoint professional intermediaries such as their own lawyers or accountants as the coucillors and protectors – there is no need to have a resident coucillor or protector. The Registered Agent (ACT – Offshore) does not have to be appointed.

Do the founders have to transfer the initial assets within a certain time?

No  initial assets can be transferred into the Foundation at a later date but while unpaid it remains as a liability to the Founders – the councillors can call on the Founders to pay.

How much does it cost to register a foundation?

Please email, skype or call us for a price list. Our prices are very competitive and we charge a simple flat fee that includes the government annual fees.

The Seychelles government fee for registration is United States Dollars 200. The annual government fee is also USD 200 and this is fixed for the life of the foundation.

How quickly can we have a foundation?

We can usually register a new foundatoin within 24 hours after receiving all important information. Usually time is spent by you gathering all the required information and documents.

We do process everything on an urgency basis but we may on occasion follow up an order more closely with the Registry. It helps if the the required foundation will have standard features only (no special customizations to the documents) and an ordinary name.

However please do note that there can be slow-downs at the Registry which would be beyond our control but luckily those are rare. Also if you require authentication of documents (notarization, apostille etc) it will take a little longer to have the documents back.

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

Can a foundation have a non-English name?

An foundation can be registered 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.

What information and documents will you need from us to register the foundation?

Our order form lists everything we need, and we can email of fax you a copy. Our order form ensures that you will easily cover all our requirements. We do recommend that you use our order form for your first orders.

Basically we will need a name for the foundation, an amount and currency for the innitial settlement, the names and addresses of the councillors (unless you want us to suggest some professional councillors), the names and addresses of the beneficiaires, the specific proposed activities of the foundation (even if the foundation will be have the most general objects in its Charter), the countries where the foundation will have some activity, and the source of funds to form the foundation (for the initial settlement). We may also ask why you chose a Seychelles foundation over another jurisdiction. Depending on the specific activities and other special requirements we may ask for more information to be sure that your proposed activities are legal in Seychelles and for us to know whether we will be able to serve you well.

What do you accept as proof of address?

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 from a registered professional intermediary client 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

Can we really trust you, the 'registered agent'?

Yes you can because we are licenced and regulated by the Seychelles International Business Authority. In Seychelles the business of corporate services providers and provision of trustees is highly regulated and the authority does not tolerate any illegal and unethical behaviour. An aggrieved client can easily file a compliant with the authority who would then investigate us. For serious wrongdoings, the authority has the power to suspend or to cancel our licence which would put us out of business.

We would not put our business at risk by doing anything illegal or unethical. Even for relatively minor issues you will be able to change to another agent in Seychelles or you may even transfer the foundation to another agent in another country.

You could also appoint an intermediary you know and trust such as your lawyers or accountants overseas (not in Seychelles) to manage the foundation. We as the registered agent would then have less access to the foundation. A registered agent is entitled to information about foundations, not to control them. It should be noted that the law strongly obligates a registered agent to protect any information received.

Are corporate founders allowed?

Yes corporate founders are allowed. Any company, Foundation or Limited Liability Partnership from any recognized country can be a founder of a Seychelles Foundation. Another Seychelles Foundation or a Seychelles IBC can also be a founder.

Who can be a councillor?

Any individual person over 18 years old may be appointed. The person must not have been declared bankrupt, must not not have been convicted of a crime or must not have been disqualified in some other way. It is generally recommended that someone with a good clean record is appointed because a the person’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 corporte entity must be in good standing on its register. Also when appointing a corporate councillor from the date of incorporation of your new foundation it is important that the corporate director existed at the date of its appointment and was not formed after the foundation (i.e. some days later).

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

Also note that the management and control of the foundation may often placed in the country where the councillors reside. This may have important implications in legal proceedings and in taxation matters. If you think that you may face such issues we do recommend that you consult an experienced advisor in the relevant jurisdictions.

Can a nominee councillor be appointed?

We are assuming that you mean a “professional councillor” i.e. someone who you did not necessarily know beforehand but who has the required credentials and who you can expect will do a good job based on the recommendations of an intermediary or the Registered Agent. In a court of law the judge will not recognize the term “nominee counicillor” because in law there is no such thing as a “nominee councillor”. The person whose name appears on the Register of Councillors 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 councillor 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 councillor. As of the 27th December 2011 only approved Seychelles residents, and corporations owned by a licenced corporate service provider, may provide such services. Overseas individuals and corporate entities may continue to provide professional services without any restriction.

We want professional councillors. What documents can we have to safeguard our interests?

We provide a service agreement which includes similar undertakings as those in declaration of trust or in nominee shareholder.

Any local person we have introduced to you will not resist removal but for extra comfort you may ask for undated resignation letters from the professional councillors. This will make it easier for you to remove them although it will be strongly recommended that any outstanding fees are settled first. You will then simply have to date the pre-signed documents and submit them to us.

Who can be a protector?

Any individual person over 18 years old may be appointed. The person must not have been declared bankrupt, must not not have been convicted of a crime or must not have been disqualified in some other way. It is generally recommended that someone with a good clean record is appointed because a protector’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 corporte entity must be in good standing on its register. Also when appointing a corporate protector from the date of incorporation of your new Foundation it is important that the corporate director existed at the date of its appointment and was not formed after the Foundation (i.e. some days later).

A person (whether an individual or a corporation) who is competent and who is responsible should normally be appointed. Protectors supervise the councillors and owe duty of care to the company.

Can we have a power of attorney?

Yes you can. The Foundation 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 foundation 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 councillors.

The attorney does not have to be a lawyer or someone with legal training, it can be anyone over 18 years old who has not been disqualified in some way to take on a role with responsibility. A power of attorney is issued by the councillors of the foundation. If our professional councillors are asked to give a power of attorney they will first carry out some checks on the person. They reverse 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 account with a specific bank because the councillors 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 foundation and usually it will be issued for 1 year or more. The attorney in this case will be able to do anything in the name of the foundation. Professional councillors much prefer to issue special powers rather than a general power of attorney and will charge extra for having to do extra checks before issuing.

The councillors can issue one or more powers of attorney each with varying powers to one or more persons. You could appoint a special attorney in Hong Kong for the opening of a bank account there and have a general power of attorney to a close family member so that they can act generally when you cannot. An arrangement that has been popular for companies is for a professional director to issue the promoter / beneficial owner with a general power of attorney so that the beneficial owner can be free to run the company in the background. In theory a similar arrangement could be adopted for foundations.

When a power of attorney is issued, the councillors still retain responsibility, and professional councillors will need to perform some checks before the appointment (usually before they accept the professional apppointment) 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 and to open secret bank accounts – the councillors must be informed of everything and we do not recommend that a power attorney be used to have secrecy for the founders. There are also risks to the attorney – if the attorney controls the councillors and the foundation, and actually manage the foundation (and councillors do not do much else) he may be viewed as a councillor which may have adverse tax and legal implications.

Can you provide a 'nominee' bank account signatory?

We are assuming you mean a “professional” account signatory. The approved persons who provide professional company directorships would usually be happy to be a bank account signatory for a foundation as well. But while they would be accomodating, they would not follow your instructions blindly. They may well 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 regulations.

Do we have to pay before you will release documents or process orders?

Usually no. We will process most orders before receiving payment and we are happy to email documents to you before sending by post or courier. We do not officially extend credit, we do not have fomalized credit terms with our clients, but because we mostly work with professional clients we do allow for payment to be made shortly after completion of orders.

We also allow our more active and established professional clients to pay on a monthly or quaterly basis which is usually more convenient for them and helps them to avoid bank charges and accounting costs. Virtually all of our professional clients settle all their invoices promptly and without any problems.

For first time clients, particularly end-user clients who are not working closely with a professional client or who were not referred to us by a well-established client, we may wait for payment before forwarding documents for their very first order.

Can we change the name of a Foundation?

Yes you can and it is not complicated. We will need a resoluton of the councillors and depending on the terms of the Foundation charter and regulations we may need the approval of the Founders or Protectors.

To get started you have to send us the new name to approve and we would prepare all the required documents.

Can we get a certificate of good standing?

Yes you can if your Foundation is actually in good standing.

Your foundation would be in good standing if it has paid all its annual fees and its name is still on the register, that is, it has not been struck off. If that is the case, we can order a certificate for you from the Registry.

If the Foundation is not actually in good standing you will need to pay our annual fees first so that we may pay the annual licence fees to government. If the Foundation has been struck off for non-payment of annual fees you will have to pay a restoration fee as well.

If your Foundation has been struck off for reasons other than fees or if it has been liquidated, you will not be able to restore it and you will not be able to get a certificate of good standing.

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. Typically they will ask for it if the Foundation has been incorporated for more than 1 year.

What will happen if annual renewal fees are not paid?

For a Seychelles Foundation the annual fees are due on the anniversary of its incorporation just like a Seychelles IBC. If a Foundation was incorporated on the 4th January 2012 the annual fees would be due on the 3rd January 2013. We would need to pay the annual government licence fees by the 3rd January 2013 to avoid any penalties

If we don’t the IBC would incur penalties of 10% of the government fee (USD 200) for every month (30 days) not paid after the due date. If you are late with the renewals the penalties could be more than the annual government fee so it is important to pay on time.

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

We don't need a Foundation anymore? What are our options?

You could simply stop paying the annual fees. We will also not pay the annual licence fee to government and eventually the Foundation will be struck off the register. 10 years after strike off it will deemed dissolved. We refer to this as “letting the Foundation lapse into dissolution”. You must tell us that you are letting the Foundation lapse into dissolution after which we will stop sending renewal reminders to you. Before lapsing we will ensure that the files are complete so that we may close them.

You could also voluntarily dissolve the Foundation. This is not a complicated process but it involves preparing and filing a declaration of solvency, producing a statement of assets and liabilities, appointing a liquidator, publishing notices in our local newspaper and official gazette, publishing the same notices in the countries where the Foundation has had some activity and providing copies to the Registry, and preparing and filing resolutions from the councillors. After completing a voluntary dissolution no one can make claims against the “former” Foundation. We will prepare the documents and process the filings but you will have to publish notices overseas and send us original copies of the overseas newspapers for filing with the Registry. Also note that we charge a fee for assisting with a voluntary dissolution.

Can we transfer a Foundation from you to another agent?

Yes you can. We do not prevent clients from leaving because we believe that we offer a great service, and if clients want to move it is generally because they have to. Some clients have to move to another agent to have all their entities under one administration, and we can understand the benefits of this.

Before the transfer we will first review the files and ensure that they are complete and are up to date. If you have promised us any document or information which we have not received, we will ask for those prior to the transfer but we will not hold the transfer back for every little detail. We will instead only focus on the important requirements. We will also of course want all outstanding invoices to be settled before the move. We do not charge additional exit fees.

To execute the change a resolution from the councillors will be needed. Either we the outoing agent can register the change of agent or the new incomming agent can do it. We usually prefer that the new incomming agent executes the change.

If a client is moving to avoid outstanding fees or due diligence requirements they may find that other agents will refuse to accept them. This is because our regulators do not support or condone unethical bevaviour and the new agent may attract problems if they allow a client to avoid fees and due diligence requirements. Most agents also know each other very well and work together occassionally – in our particular case, many Seychelles agents work with us when they cannot provide a particular service.

Interested? Get in touch now.