The ability to change constantly and effectively is made easier by high-level continuity.

                                                                                       ~ Michael Porter

  • IBCs
  • Amendment To Memorandum & Articles (Increase Or Decrease Of Authorized Capital)
  • Amendment To Memorandum & Articles Of Association
  • Amendment To Memorandum (Change Of Name)
  • Amendment To Memorandum (Change Of Registered Office & Registered Agent)
  • Apostille Of Document
  • Assistance With Arrangement
  • Assistance With Bank Account Application
  • Assistance With Issue Of Power Of Attorney
  • Assistance With Legal Opinion
  • Attestation By Consulate Or Embassy
  • Authentication By Ministry Of Foreign Affairs
  • Bookkeeping
  • Certificate Of Good Standing
  • Certified True Copy Of Document From The Registrar
  • Consolidation
  • Consolidation
  • Continuation Inwards
  • Continuation Outwards (Redomiciliation)
  • Corporate Seal (Rubber Stamp)
  • Courier
  • Dissolution
  • Dissolution – Voluntary (Including Local Publication)
  • Filing Of Charges
  • Inspection Of Documents (Own Company Search)
  • Inspection Of Documents
  • Inspection Of Registry Entry
  • Issuing Certificate Of Incumbency
  • Legalisation By Lawyer Or Public Official
  • Mail forwarding
  • Merger
  • Notarisation
  • Obtaining Certificate Of Tax Exemption
  • Obtaining Copies Of Registry Certificates
  • Posting Documents & Letters
  • Preparation Of Additional Share Certificates
  • Preparation Of Register Of Secretaries
  • Providing Our Copy Of Documents (Certified Or Not Certified True Copy)
  • Provision & Appointment Of Local Professional Director Or Nominee Shareholder
  • Restoration Of Struck Off Company
  • Stamping Of Documents By Registrar
  • Striking Off – Voluntary (Including Local Publication)
  • Foundations
  • Amendment to Charter (filing certified extract of amendment)
  • Apostille Of Document
  • Assistance With Bank Account Application
  • Attestation By Consulate Or Embassy
  • Authentication By Ministry Of Foreign Affairs
  • Bookkeeping
  • Certificate of registration on consolidation or merger
  • Certified True Copy Of Document From The Registrar
  • Consolidation
  • Continuation & first year fees including provision of registered office and registered agent
  • Corporate Seal (Rubber Stamp)
  • Dissolution
  • Extension of name reservation
  • Filing completion of dissolution
  • Filing notice of change of address of Councillor
  • Filing notice of change of name of Councillor
  • Filing notice or appointment or cessation of Councillor
  • Inspection Of Documents
  • Inspection of registry entry
  • Inspection Of Registry Entry
  • Notarisation
  • Posting Documents & Letters
  • Preparation Of Register Of Secretaries
  • Providing Our Copy Of Documents (Certified Or Not Certified True Copy)
  • Provision & Appointment Of Local Professional Councillor Or Protector
  • Restoration Of Struck Off Foundation
  • Stamping Of Documents By Registrar
  • Striking Off – Voluntary (Including Local Publication)
  • Trusts
  • Acceptance Of Addition Of Co-Trustee
  • Apostille Of Document
  • Assistance With Bank Account Application
  • Attestation By Consulate Or Embassy
  • Authentication By Ministry Of Foreign Affairs
  • Bookkeeping
  • Notarisation
  • Posting Documents & Letters
  • Preparation Of Complete Final Statements
  • Register Of Secretaries
  • Providing Our Copy Of Documents (Certified Or Not Certified True Copy)
  • Provision & Appointment Of Local Protector

Are we missing a service that you require?

Not to  worry! We are happy to help.

Everything you need to know

Our focus is on registering and maintaining Seychelles companies, Foundations, trust and other Seychelles entities and providing all the ancillary services connected to them but we are happy to help in any way we can, even if it means referring you to an overseas contact. You can contact us for anything connected to Seychelles legal entities and international business, fiduciary or financial matters and we will do our best to help you.

Frequently Asked Questions – Bank Account Opening

With which banks can you help open an account for us?

We can also help with accounts at MCB Seychelles and Nouvobanq. Both are also in Seychelles however you have to come to Seychelles. In the case of MCB you could also visit a branch elsewhere in the Indian Ocean if this is more convenient.

Outside of Seychelles we can provide assistance with accounts at MCB and ABC Bank both in Mauritius, and Loyal Bank in St Vincent.

Why do you charge a separate fee for assistance with bank account opening?

Banks all over the world are not easy to deal with particularly when opening a bank account. This is because they are subjected to a lot of new legislation particulary anti-money laundering legislation. Even if you manage to complete their application forms fully and provide them with all the information they usually ask for they may still ask you for more information and often you may have to follow up and phone an officer at the bank. This is where we come in.

First we know the officers and if we are dealing with a Seychelles bank we can meet them in person to resolve issues. It is also more convenient and cheaper for us to call them and sometimes we may have to follow up several times in a day. We are also familiar with the forms and with the way they work and we are aware of the little nuances that can stall a bank acccount application.

We charge a fee for providing assistance and guidance not for guaranteeing the opening of a bank account. Succesful bank account opening ultimately depends on the bank itself and they may reject an application without giving us any reasons. They conduct extensive searches and may find that a connected person or the business itself is too risky.

If an account application fails will you waive your fees for assistance?

No because we do not charge a fee for guaranteeing bank account opening, we charge a fee to provide guidance with the forms and the application process and to liaise with the bank and help with troubleshooting after the application has been submitted.

Account opening depends entirely on the bank and the bank will examine your proposed business and activities and all connected persons. If they find that it is too risky they will reject the application without providing details. The slightest connection with a politician or high profile person or with someone who is alleged to have been involved in some wrongdoing may very well result in a rejected application.

Do the banks have minimum balance requirements?

Can we have debit and or credit cards with the bank account?

Most of the banks we may introduce you to offer card services.

Can you send us the detailed fees charged by the banks?

Yes all the banks provide tariff sheets. These are one or two pages long so we cannot list all the fees here and the fees change from time to time. Please see our Downloads section or email us for up-to-date copies.

Will the beneficial owners have to provide their details and sign forms?

Yes because banks are required to know their clients. The beneficial owners will have to sign a declaration to bank confirming that they are the beneficial owners, and they will also have to provide their identification documents and proof of address.

Can we open a bank account ourselves?

Certainly and most of our clients do. In particular this is a service that our professional intermediary clients provide to the end-user clients. You are free to contact the banks director to get the forms and other account opening details.

Our bank account opening service is optional and is available to clients who do not want to spend too much time and effort following up with the banks to resolve account opening issues.

Can we open a personal bank account?

Yes some banks will accept, particularly if you already have a corporate, trust or foundation account with them. We can only assist and introduce you to the bank if you are already a client of ours and if you have an entity registered with us.

How safe are Seychelles banks?

Banking is regulated in Seychelles and because there are few banks they are very visible and no doubt they receive the close attention of the Central Bank. More importantly, Seychelles banks tend to keep to traditional banking services, i.e. the business of receiving deposits and giving loans. As far as we know they are not engaged in complex trades involving derivatives and in other speculative businesses. Based on published financial reports Seychelles banks make money and appear to be in very good financial health. However, as we have seen in the recent 4 or 5 years globally, no one is too big to fail.

How long does it normally take to open a bank account?

Most of the banks we work with boast that an account can be opened in 1 or 2 days provided the forms are complete and have been filled in correctly and provided that all information and supporting documents are attached. However this is rarely the case and it usually takes between 1 and 3 weeks for an account to be opened. Usually the banks will ask for more information and supporting documentation.

Is bank account opening guaranteed after we form a Seychelles entity?

No. Even if you manage to complete all the application forms fully and you provide all the information they usually ask for, the application can still be rejected. Account opening depends entirely on the bank and the bank will examine your proposed business and activities and all connected persons. If they find that it is too risky they will reject the application without providing details. The slightest connection with a politician or high profile person or with someone who is alleged to have been involved in some wrongdoing may very well result in a rejected application.

What kinds of accounts can we open?

Most of the banks we work with offer call accounts and fixed deposit accounts denominated in United States dollars, Euros, and Pounds Sterling.

Do any of the banks you work with offer full online banking services?

Yes almost all of the banks we introduce clients to offer complete online banking services allowing you to fully manage your bank account via an ordinary internet browser. There is usually a separate application form for this service which can be submitted at the same time as the bank account application. You may also apply for online banking at a later date, after the account has been opened.

Do any of the banks your work with offer merchant banking services?

No they don’t but we may find another bank for you that does offers this service and perhaps you may apply with them directly. Merchant banking is viewed as a high risk activity.

Do the managers, signatories and beneficial owners have to visit the banks when opening an account?

For most of the banks we work with, no. What they require is for the application forms to be submitted together with various supporting documents. We request emailed copies with the originals to follow by post or courier.

Please note however that most banks do like to meet their potential customers so if you are in Seychelles we recommend that you visit a bank officer along with us. We can arrange a meeting.

If we employ professional directors, nominee shareholders and other fiduciaries can we be the signatories instead of them?

Yes there are no restriction about who can be the signatories. The beneficial owners or other trusted persons could be the signatories instead of the professional directors, professional councillors, nominee shareholders or the trustees even.

If we are the trustees we are not comfortable not being a signatory. The trustees are required to have control over the trust assets and they should be the bank signatories.

Generally recommended practice is for professional directors and professional councillors and other fiduciaries of entities to be signatories as well. At least they could be joint signatories with a trusted person. It should be noted that professional directors and nominee shareholders are bound by the agreements they have signed with the company and the beneficial owners and they must act in the best interest of an entity and the beneficial owners.

We don't have an entity with you, we are not your client yet. Can you help us open a bank account?

No we would have to ask you to contact the bank directly because we can only introduce a client we already know. The bank expects us to have perform some checks on the people we introduce to them.

Frequently Asked Questions – Domestic Companies

What is a "domestic company"?

A domestic company is formed under the Seychelles Companies Act of 1972 instead of under the International Business Companies Act 1994. Whereas an “International Business Company” (IBC) cannot trade domestically in Seychelles (its activities must be international in nature) the Companies Act 1972 allows has no such restrictions and it allows trading and other activities with the territory of Seychelles. This is why we call it a “domestic business company”.

While the domestic company is your option if you want to do business in Seychelles it can also do business anywhere in the world. In fact you could even restrict the business of a “domestic” company to international business by defining the scope in its memorandum after which it would almost be like an IBC.

However, a domestic company must file accounts, annual returns and tax returns with the Registry and with the Seychelles Revenue Commission irrespective of the scope of the company whereas an IBC is not required to file anything.

What is the difference between your domestic company and your IBC?

The biggest difference is in their scope of business. A domestic company can do business in Seychelles and internationally, and it can also be engaged in the business of banking, insurance, and in the trustee services business. However it must obtain the required licences from the local authorities particularly for specialized businesses and particularly for those businesses in the financial services sectors. A domestic company must also file annual returns, accounts and tax returns.

An IBC cannot be engaged in local business (although it can invest in the domestic company and keep a administrative office in Seychelles). It must keep to international business and it cannot be engaged in the business of banking, insurance and trustee services, can it cannot even apply for any licences for those prohibited businesses. Because it cannot operate locally it does not have to file annual returns, tax returns and accounts.

Structurally the 2 types of companies are very similar but a domestic company needs 2 directors instead of one (who must be individuals) and 2 shareholders instead of one. In some local businesses carried out by the domestic company, local shareholders may be required. 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. Filing and reporting requirements of the domestic company may also be changed so that the only real difference that will remain will be in the scope of their operations and in their tax positions.

Do we have to be in Seychelles to incorporate a domestic company?

No we can sign all the documents that must be filed on your behalf. The shareholders do not have to sign the memorandum and articles of incorporation even if they must subscribe to such documents.

You can provide all supporting documents via email or fax and the originals can follow by post or courier.

Is a domestic company subject to taxes in Seychelles?

Yes a domestic company is taxed on net income (profit) derived from a source in Seychelles. Top tier tax is currently 33% for profits over 250,000 Seychelles rupees (approximately 20,000 United States dollars). There is no tax on profits lower than 250,000 rupees. Domestic companies is able subject to import taxes and stamp duty on share transfers and land transfers.

Does a domestic company need to file accounts and annual returns?

Yes a domestic company must file accounts and annual returns with the domestic Registry (not SIBA). This applies even if the company is dormant – the company would simply have to file a dormant company’s annual return.

The first accounts and annual return must be filed within 18 months of the incorporation of a domestic company. Thereafter for the second year onwards, accounts and annual returns must be filed within 3 months of each financial year end.

The first financial year can be a maximum of 15 months. Subsequent financial years from the second year onwards must be 12 months.

A domestic company must also file a set accounts with the Seychelles Revenue Commission when it lodges it tax return each year. The deadline for this additional filing is the 31st of October of each year.

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

Yes a domestic company must keep books of accounts and other records. By law all records must be kept for at least 7 years.

Books of accounts comprises of all accounting documents to allow a company to prepare and support complete and accurate financial statements that give a true and fair view of the affairs of the company. These include invoices, receipts, bank statements, and contracts. These documents are usually kept by the director or the accountants.

Other records comprise of minutes of meetings, resolutions, memorandum and articles and amendments to these, and correspondences with local authorities including the registry and the tax office. As the company secretary we keep such records.

Who can be a bank account signatory?

Anyone you want can be a bank account signatory. It can be a professional director, a nominee shareholder, a trusted friend or family member, or yourself even.

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.

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 strict requirement. Instead of directors you may appoint your managers as the signatories. When directors are active bank signatories you may be able to use this fact to demonstrate their effective management and control.

For a domestic company can we have 1 director and 1 shareholder?

No. A domestic company must at least have 2 directors and 2 shareholders.

The directors must be individual persons. Corporate directors are not allowed.

If the domestic company is a proprietary company the shareholders must all be individual persons and there may not be more than 50 individual shareholders. If the domestic company is not a prorietary company shareholders can be individual persons or corporate entities.

Can you provide a nominee director?

We are assuming that you mean a “professional director” 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 director” because in law there is no such thing as a “nominee director”. 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 Seychelles persons who you may appoint as a professional director.

What will happen if professional directors and nominee shareholders pass away?

In addition to director service agreements and nominee shareholder agreements professional directors and nominee shareholders sign undated resignation letters and share transfer forms so that new persons can easily be employed.

Are corporate directors allowed?

No, a domestic company is not allowed to have a corporate director. All directors must be individual persons of 18 years or older.

Are corporate shareholders allowed?

If the company is or will be a proprietary company, no, corporate shareholders are not allowed. In a proprietary company, all shareholders must be individual persons.

If the company is not or will not be a proprietary company (an ordinary limited company) it may have corporate shareholders which may be other Seychelles domestic companies, or foreign companies as long as the domestic company will not own immovable property in Seychelles (land).

In what currency can the share capital be denominated?

Normally the share capital of a domestic company is denominated in Seychelles rupees because Seychelles Rupees is usually the functional and reporting currency. However, the share capital can be denominated in any internationally recognized currency.

What kinds of shares are allowed?

All shares must be issued as registered shares (bearer shares are not allowed) but there may be different classes of shares. A domestic company may have preference shares or other classes of shares as well as ordinary shares.

Can you introduce us to a legal advisor?

Yes we can.

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

We will need a name for the company, authorized share capital, proposed activities, names and addressses of the directors, names and addresses of the shareholders and the number of shares they will receive. You may also nominate a legal advisor and an auditor but we propose firms we usually work with.

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

If someone investigates a domestic company, what information will they get?

A domestic company must file particular of directors and shareholders with the Registry and each year it must file annual returns and accounts. Anyone can get any such documents filed with the Registry as well as the memorandum and articles and other incorporation documents.

How quickly can we have a domestic company?

Technically a domestic company can be incorporated in one day but one and three weeks is more realistic. The domestic company Registry is not very fast but fortunately it is being modernized so that all incorporations will be completed within 1 day.

Are there long and complicated forms to fill in?

No. Our forms are quite short and simple but even then we usually only recommend that you use our forms for your first orders. Thereafter you may provide formation order details via email or by an ordinary faxed letter, which will usually be much easier and faster for you. Many clients simply email us with their domestic company requirements.

Please note that if you are sending us your very first order you will have to register with us as a client and this normally involves agreeing to our terms of business and attaching your certified proof of identity (Id) and proof of address (usually a utility bill less than 3 months old).

If you are registering as an intermediary client we will require your qualifications and proof of your intermediary status but this will bring you some important advantages. When you have registered as an intermediary client we will in many cases be able to rely on your due diligence to simplify and streamline your subsequent end-user client orders.

What documents will we receive from you?

For the domestic company you will receive two original sets of documents that include the Memorandum & Articles of Association of the company, a Certificate of Incorporation, Particulars of the Directors and Registered Office, any Share Transfers (if you purchased a ready-made company) and the Registers.

The company documents are very short. Are they complete?

Yes, the documents are complete.

The first two pages are the full Memorandum of Incorporation. The third page is the Articles of Incorporation and its “The Regulations set out in Part II of the First Schedule of the Companies Act 1972, with the Exception of Regulation 27 and the proviso to Regulation 49 and with the exceptions 56-62 inclusive, shall be deemed to be incorporated in this company.”

The full Articles are contained in the Act and the Act allows a company to make reference to the full set of Articles instead of having to replicate all word for word in the company’s own documents. This method exists in most Companies Acts around the world and it allows the company documents to be short.

What are your annual renewal fees?

Please email, fax or skype us for our price list. Our prices are very competitive.

Can we remove ACT Offshore as the secretary and appoint someone else?

Yes you can but please do note that a company secretary in Seychelles is required. You can appoint an individual over 18 years of age or another domestic company in Seychelles as your new company secretary.

What do you mean by "trading domestically in Seychelles"?

Trading domestically in Seychelles means “deriving income from a source in Seychelles”. Seychelles has a territorial tax system and this definition comes from our tax code where only income derived from a source in Seychelles is subject to tax. Deriving income from a source in Seychelles means receiving revenue from a Seychelles resident, whether that resident is an individual or an organization (e.g. a corporate person or partnership).

At present it is up to the Seychelles Revenue Commission (SRC) to decide whether your income is derived from a source in Seychelles because to date the definition is not precise and we are not aware of cases involving the definition. Even if a domestic company prohibits business within the Seychelles territory by adding a restriction in its memorandum of incorporation to limit business to “international business” taking place outside of Seychelles, the SRC may still want to review the activities of the domestic company. In future perhaps the registry will supervise the scope of business of all Seychelles companies (whether they are Seychelles IBCs or a domestic companies).

What are the main differences between an ordinary domestic company and a proprietary domestic company?

Both the proprietary company and the ordinary limited company are different forms of a domestic company. They are formed under the same Act, the Companies Act of 1972. The main differences are as follows:

Proprietary Company:

– All directors must be shareholders
– All shares must be issued
– 100% of the shares must be subscribed at incorporation.
– Only individual shareholders are allowed

Ordinary Limited Company:

– Both individual and corporate shareholders are allowed
– Minimum amount of issued shares should be 10% of the authorized share capital and at least 10% of the shares must be subscribed at incorporation

Must a domestic company have an office in Seychelles?

No. Many domestic companies are used to hold land and these companies do not have any office apart from the registered office which is usually that of the company secretary.

Does a domestic company need to pay taxes?

A domestic company is subject to tax on income derived from a source in Seychelles, i.e. on revenue from Seychelles residents and Seychelles resident businesses and entities.

This “buisness tax” is charged at 25% on income up to 1 million Seychelles Rupees and income over 1 million is taxed at 33%.

When will we have to file annual returns?

The first annual return is due 18 months after incorporation. For subsequent years the annual return is due 3 months after the financial year end. A financial year is 12 months and typically the financial year end in Seychelles is the 31st of December. Therefore normally a company would have to file annual returns by the 31st of March each year.

Does a domestic company need to open a Seychelles bank account?

No a domestic company may open an account in another country or it may have no bank account at all depending on its business. Land-owning domestic companies often have no bank accounts at all since they have no transactions other than receiving the land paid by the shareholders and selling the land for which proceeds are received by the shareholders.

Who are the main parties in a domestic company?

The  main parties identified in the Companies Act 1972 are the directors, the shareholders, the company secretary, the auditor, the legal advisor.

The directors manage the company and sign on behalf of the company. The shareholders own the company and ultimately control the company through their collective ability to remove the directors. The company secretary is responsible for various statutory procedures, requiremnts and filings and is an officer of the company. The auditor audits the accounts of the company and expreses an opinion on whether the accounts as presented by the director give a true and fair view of the company. Often in Seychelles the auditors act as the tax agents through an affiliated company. The legal advisor usually has little to do after incorporation. During incorporation the legal advisor certifies that the documents are compliant.

Who can be a director?

Any individual person anywhere in the world who is at least 18 years old can be a director of a domestic company. Only individual persons are allowed – corporate directors are not allowed for a domestic company. The director must have a clear track record and must not have been disqualified from taking a role requiring great responsibility.

Are the professional directors and nominee shareholders readily available to approve and sign documents?

Yes they are. Professional directors and nominee shareholders can usually approve and sign documents within 24 hours during the working week.

Who can be a shareholder?

Any individual person of any age residing anywhere in the world can be a shareholder of a domestic company. If the domestic company is not a proprietary company, a corporate entity can also be a shareholder. In proprietary companies, shareholders must all be individuals.

Can you provide a nominee shareholder?

Yes we can.

Is there a minimum share capital requirement?

No but we apply a minimum of 100 Seychelles rupees when the share capital will be in Seychelles rupees. One unit of any major international currency will be acceptable.

Can a domestic company issue bearer shares?

No a domestic company cannot issue bearer shares. An amendment passed on the 27th December 2011 prohibits bearers shares outright. Before that, bearer shares required the approval of the Registrar but none were issued.

Who can be a company secretary?

The Act requires a company secretary resident in Seychelles. It can be an individual person 18 years or older, or another domestic company registered in Seychelles. No special qualifications or licences are currently required.

Can you introduce us to an auditor?

Yes we can.

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.

How much does it cost to register a domestic company?

Please email, fax or skype us to get a price list. Our prices are very competitive.

The cost will depend on the share capital of the domestic company because because government fees are different depending on the amount of the share capital. There are 2 tiers of government fees but our fees remain the same regardless of the share capital amount.

We cannot wait for incorporation. Do you not have ready-made domestic companies?

We do have a few ready-made domestic companies. Please email, fax, skype or call us for a list.

How fast can you get a domestic company name approved?

The domestic registry’s speed varies but we can usually get a domestic company name approved within 1 to 3 working days.

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

For clients who reside in Seychelles we may accept cash or Seychelles cheques. For other clients we prefer bank transfer (SWIFT, IBAN) but we also accept the major credit cards (VISA, Mastercard).

Can we get a certificate of good standing?

Yes, we can order one for you from the domestic company registry if your company is in good standing. Your company will be in good standing if it has filed all required annual returns and accounts on time with the domestic registry.

If your company is not in good standing you will have to file all outstanding annual returns and accounts first.

How quickly can we change the directors or shareholders of domestic company?

The changes must be filed at the domestic registry. While we can prepare all the required documents file them very quickly, the registry may not always process straight away. It can take anywhere from 2 to 3 days to 2 to 3 weeks for the change to be registered (after which we would receive a stamp / registered copy of the resolutions and particulars of directors and/or shareholders from the registry).

We will need work permits. What are the fees?

Work permits are officially called “General Occupation Permits” or GOP for short. The government fees are 8,400 Seychelles Rupees for one year and it is refundable. There is also a processing fee of 1000 Seychelles Rupees and this is not refundable.

Some businesses are exempted. Please check for exemptions before paying for a GOP. We can assist with the application process if you have incorporated a company through us or if you will be incorporating a company through us soon.

Frequently Asked Questions – Eden Island Purchases

What is Eden Island?

Eden Island is a residential property development based on a reclaimed island close to the main island Mahe –  to which it is linked by a 300 metre bridge. The development covers all of the 56 hectares of the island and boasts X luxury villas, Y maisons, and Z apartmeents which are available for purchase with transfer of freehold title and near-automatic residency for its owners. It is a marina development and all properties may have at least one mooring berth for yachts and power boats.

The island has its own private beaches, restaurants and bars, a fully equiped gym, several swimming pools, boutique shops, supermarkets and other service outlets. It also has landscaped public areas and gardens.

The main attraction is the easy purchase of freehold property in Seychelles and residency that comes with it. Normally purchase of freehold property in Seychelles requires government sanction with a sanction fee of 1.5% of the purchase price but Eden Island purchases are exempted from this fee and sanction approval is almost automatic.

Who is responsible for Eden Island properties?

Eden Island properties are developed and managed by Eden Island Development Company (Seychelles) Limited.

Eden Island Development Company (Seychelles) Limited is owned by offshore entities (non-Seychelles) entities owned by South African and Austrian investors. Mr Craig Heeger is the promoter and the Chief Executive Officer. The development has been financed substantially by shareholder equity.

Note that owners of the individual properties (called units) become members of the Village Management Association (VMA). VMA manages the day to day running and maintenance of the island and a monthly fee is levied to cover water, security and general maintenance costs.

What legal title in the property will we receive?

According to Eden Island, all properties are sold and transferred on freehold title. In the case of the villas and maisons, which include land, the owner acquires freehold title and in the case of appartments, the owner receives freehold title as per the terms of the Condominiums Act of Seychelles. The developer, Eden Island Development Company Limited has an agreement with the Government of Seychelles to allow and facilitate such sale and transfer of freehold title.

For the moorings attached to each unit a 99 year lease is entered into between the owners of the unit, the Village Management Association and Eden Island Development Company (Seychelles) Limited. A nominal rental is levied to cover the management and maintenance of the moorings.

How do you assist us with an Eden Island purchase?

We can assist you if you want a company to own the property. We can help you incorporate a domestic company and we can help you setup the whole holding structure.

If you will own the property directly in your own name Eden Island will assist and you will not need our help.

Can a foreign company own an Eden Island property?

No directly. A foreign company can own shares of a Seychelles domestic company which owns an Eden Island property. The foreign company will require government sanction before receiving the shares of the domestic company.

Seychelles has different types of companies. Which one should we have?

There are two main types of companies in Seychelles: the International Business Company (IBC); and the Domestic Company. An IBC cannot directly own immovable property in Seychelles (land and buildings) – its prohibited by law. The same restriction does not exist for domestic companies so a Domestic Company is your only option.

Note that 2 IBCs could be the shareholder of the Domestic Company. For those wanting privacy and estate planning, a Domestic Company can own the Eden Island property and the Domestic Company can be owned by 2 IBCs which in turn are owned by a Trust or a Foundation.

Also note that are 2 sub-types of Domestic Companies: A prorietary limited company and an ordinary limited company.

The proprietary limited company is intended to be used by small businesses and family businesses and has somewhat lower reporting requirements. However it has certain restrictions such as all shareholders need to be individual persons (natural persons not corporate entities), there cannot be more than 25 shareholders, and shareholders automatically have pre-emptive rights (shares must be offered to existing shareholders before they are offered to non-shareholders).

An ordinary limited company has none of these restrictions and the shareholders can be other companies and corporate entities. Ordinary limited companies can allow for increased privacy and estate planning because its shares can be owned by 2 IBCs which in turned can be owned by one or more Trusts or Foundations.

Will we have to file annual returns and accounts for the domestic company?

You will not have to file accounts unless the company receives rental income from the property.

The company will have to file annual returns however. The first annual returns are due 18 months after the incorporation of the company and thereafter they are due within 3 months of the financial year end. Typically the financial year ends on the 31st December in Seychelles so annual returns would be due by the 31st of March. If the company has no income (and therefore does not need to file accounts) we can quickly and easily prepare the annual returns with minimal information from you. You will simply have to approve and sign the annual return.

If the company receives rental income, accounts will have to be prepared, audited and then filed with the Registrar of Companies and with the Seychelles Revenue Commission (and business tax may be payable on income above 250,000 Seychelles Rupees).

Are the professional directors and nominee shareholders readily available to approve and sign documents?

Yes they are. Professional directors and nominee shareholders can usually approve and sign documents within 24 hours during the working week.

We want professional director and nominee shareholders but what will happen if the real owners pass away?

Control and ownership issues are covered in the director service agreements and nominee shareholder agreements (which contain a declaration of trust) so that the directors and nominee shareholders will not be able to assume beneficial ownership of the company and its assets (including the Eden Island properties). The agreements are signed by the “real owners” so that it is clear who the beneficial owner are. Furthermore you can provide us with a will or other instructions to follow in the event of the real owners passes away.

Usually a more robust solution involves a Trust or a Foundation. A popular structure is for the Eden Island properties to be owned by a domestic company, which is owned by 2 Seychelles IBCs which are owned a Trust or Foundation.

Can minors own Eden Island properties?

Yes they can but minors will not be able to transfer the property without the permission of the Supreme Court of Seychelles. The same applies to ownership of shares of a domestic company when a company is used to own the property.

Are there any taxes on purchase?

In Seychelles stamp duty is charged on a transfer of land. However, for the first purchase of a Eden Island villa or maison (which includes land) stamp duty and Government sanction processing fees are exempted. When on-sold a maximum duty of 6.5%  (5% stamp duty and 1.5% sanction processing fee) will be charged.

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.

What documents will we receive from you?

For the domestic company you will receive two original sets of documents that include the Memorandum & Articles of Association of the company, a Certificate of Incorporation, Particulars of the Directors and Registered Office, any Share Transfers (if you purchased a ready-made company) and the Registers.

We cannot wait for incorporation. Do you not have ready-made domestic companies?

We do have a few ready-made domestic companies. Please email, fax, skype or call us for a list.

If a property is held in domestic company, how can ownership be transferred?

There are two ways. The company can sell the property to the buyers, or the shareholders of the company can sell their shares in the company to the buyers. If any of the intended owners are not Seychelles nationals, Government sanction will be required under the Immovable Property (Transfer Restriction) Act before the property transfer by the company of the share transfer by the shareholders.

If we sell the property later on, will there be any capital gains tax?

No there is no capital gains tax in Seychelles.

Can you help me find a buyer for my Eden Island appartment?

If the apartment is held in a company we can assist with the transfer of the company shares from you to your buyer but we do not actively assist with finding a buyer. You must make your intention to sell known to Eden Island.

In any contracts what will be the applicable law?

The Laws of Seychelles will apply.

Can we have a Seychelles Rupee account or a foreign bank account for our domestic company?

Yes you can. A domestic company can open bank accounts anywhere in the world and in any currency including Seychelles Rupees. It makes no difference if you are a foreigner and the company will own Eden Island properties.

We can help you to open a bank account in Seychelles.

Are villas, maisons and appartments still available for purchase?

Please email, fax or skype us for updated information. Availability may change from week to week. As at the 11th September 2012 there were X villas, Y maisons and Z appartments still available for purchase.

Alternatively you may contact Eden Island directly.

How do we go about buying an Eden Island property?

You must contact Eden Island directly first to reserve a unit and to begin purchase procedures. If you decide that ownership would be best via a company you may inform Eden Island at the start of the purchasing process. Please visit http://www.edenisland.sc to get started..

If we buy an Eden Island property will we qualify for Seychelles residency?

Yes as a buyer, you will qualify for Seychelles residency, together with your spouse and children under the age of 18 years. If there is more than one purchaser for a property (for example if you are buying the property together with friends or family) the residency qualification applies for a maximum of six persons (subject to some other requirements).

If a company owns the property, the owners of the company (up to a maximum of 6 persons) together with their spouses and children under the age of 18 years will qualify for residency (subject to some other requirements).

What are the advantages of owning an Eden Island property held by a company?

You must seek advice including from where you are resident and domiciled but privacy and estate planning are some common reasons why a company is used.

When a property is owned by a domestic company, managed by local professional directors and owned by IBCs (which can be owned by a trust of a foundation) ownership can be kept very private.

Can a Seychelles trust own an Eden Island property?

No, not directly. A popular structure for ownership is for a Seychelles domestic company to own the property. The domestic company is owned by two Seychelles International Business Companies (IBCs) which are owned by a Seychelles trust (provided the settlor is not and will not become domiciled in Seychelles at any time).

As an alternative a foreign trust acting through its trustees could own the shares of the domestic company.

What are the main differences between an ordinary domestic company and a proprietary domestic company?

Both the proprietary company and the ordinary limited company are different forms of a domestic company. They are formed under the same Act, the Companies Act of 1972. The main differences are as follows:

Proprietary Company:

– All directors must be shareholders
– All shares must be issued
– 100% of the shares must be subscribed at incorporation.
– Only individual shareholders are allowed

Ordinary Limited Company:

– Both individual and corporate shareholders are allowed
– Minimum amount of issued shares should be 10% of the authorized share capital and at least 10% of the shares must be subscribed at incorporation

For both types of companies, all directors must be individuals over the age of 18 years. They can be persons of any nationality.

Will our domestic company have to pay any taxes?

Your domestic company will only have tax liabilities if it earns income for example if it leases the Eden Island property.

If so, tax is charge on the income at 25% on the first 1 million Seychelles Rupees and at 33% on any income above 1 million.

What will happen if professional directors and nominee shareholders pass away?

In addition to director service agreements and nominee shareholder agreements professional directors and nominee shareholders sign undated resignation letters and share transfer forms so that new persons can easily be employed.

Can the domestic company issue bearer shares to us?

No a domestic Seychelles company cannot issue bearer shares. The Companies Act 1972 prohibits bearer shares, only registered shares can be issued – the names of the shareholders (whether individual persons or corporate entities) must be stated in the register and particulars which are filed with the Registry.

You could however have a domestic company that is owned by 2 Seychelles IBCs which in turn has issued shares in bearer form. A Seychelles IBC is allowed to issue bearer shares but the names of the bearer share holders (the persons holding the certificates) must be known to the IBC’s registered agent. The Registered Agent must keep a private register of the bearer holders.

A more popular arrangement is to have a domestic company, owned by 2 Seychelles IBCs which are owned by a Trust or a Foundation (provided the Settlor or Founder) will not be domiciled in Seychelles.

How much do you charge to incorporate a domestic company and for filing annual returns?

Please email, fax, call or skype us for a price list. Our prices are very competitive.

What information and documents will you need from us to setup the company?

Our order form covers all requirements but basically we will need the names and addresses of the directors and shareholders (but we will provide these if professional directors and nominee shareholders will be employed), details of additional activities if the company will not only own one or more Eden Island properties, and a description of the source of funds for setting up the company and for buying the property. We will usually fill or suggest the other required information such as the share capital amount, the auditor of record, the legal advisor of record etc.

For all persons involved we will need a proof of identity (e.g. a certified passport copy) and a proof of address (e.g. a certified utility bill). For directors and shareholders will need to know their nationality and their primary occupation. For directors we will also need to know whether they are directors of other companies.

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

How quickly can we have a domestic company?

Technically a domestic company can be incorporated in one day but one and three weeks is more realistic. The domestic company Registry is not very fast but fortunately it is being modernized so that all incorporations will be completed within 1 day.

We do have a few ready-made domestic companies. You can have one immediately after completing client registration procedures. With a ready-made company you can avoid the incorporation procedure. We simply need to change the directors and shareholders if you do not require our professional directors and nominee shareholders. The name of the company can also be changed if you wish. Many Eden Island buyers prefer one of our ready-made domestic companies.

The company documents are very short. Are they complete?

Yes, the documents are complete.

The first two pages are the full Memorandum of Incorporation. The third page is the Articles of Incorporation and its “The Regulations set out in Part II of the First Schedule of the Companies Act 1972, with the Exception of Regulation 27 and the proviso to Regulation 49 and with the exceptions 56-62 inclusive, shall be deemed to be incorporated in this company.”

The full Articles are contained in the Act and the Act allows a company to make reference to the full set of Articles instead of having to replicate all word for word in the company’s own documents. This method exists in most Companies Acts around the world and it allows the company documents to be short.

Are there any conditions if we want to sell later?

If the property is being sold to a non-Seychelles national, Government sanction is required under the Immovable Property (Transfer Restriction) Act before finalizing the transfer.

Are there taxes or other fees if we decide to sell the property?

If you are selling the shares in the company that owns the Eden Island property the fees will be calcuated as follows:

Stamp duty fee is calculated as follows: “amount you bought the property x 5% x number of shares being transferred in %” (e.g. USD 430,000 x 5% x 50% = USD 10,750).

The is also processing fee of 1,000 Seychelles for the share transfer.

Can we rent an Eden Island property?

Yes you can. And there is also an Eden Island Rental Pool for this purpose. Please contact Eden Island for more details at http://www.edenisland.sc.

Can any bank help us finance an Eden Island property purchase?

You may contact BMI Offshore Bank in Seychelles at http://www.bmibank.com.sc.

Can you help us to open a bank account for our Eden Island property holding company?

Yes we can, we can help you to open an account with a Seychelles bank, in any currency that they offer, including Seychelles Rupees.

We can help you to complete the bank forms and to review the application before submitting to the bank. We can also liaise with the bank to ensure that you will be completing up to date bank forms, and that all of their requirements will be met. We can then submit the application for you and afterwards we can follow up with bank personnel until the account is opened.

Frequently Asked Questions – Intermediary & Introducer Specials

Can we have customized documents based on your own standards?

Yes you can. You can request amendments to our standard documents so that you can have your own form of the documents that would better suit your clients’ needs. You can also request a standard package tailored to your and your clients’ needs (such as “include an apostille set of documents with every new incorporation”).

If we refer clients to you will you pay us a commission?

We will listen to any offer or proposal but generally we do not work on a commission basis with intermediaries and introducers. We prefer that the intermediary bills the end-user client and we in turn bill the intermediary at a lower price point.

Basically we would invoice you at price lower than you would bill your end-user clients so that you can make a good profit on the extra services that you can provide to the end-user client.

If an end-user client contacts you directly how will deal with it?

It is very unusual for end-user clients to contact us directly because in most cases our close relationship with the related intermediary or introducer is apparent.

In the rare event that an end-user contacts us we would immediately contact the intermediary and ask for instructions on how to proceed. If the clients phones we would ask them to send us an email and then we would only respond after the intermediary has written back to us with instructions on how to proceed. Until we have the instructions we may only acknowledge that we have received the enquiry but only if the client follows up a number of times.

Can we be your representative office in our country?

For the time being we are not entering into any representative office arrangements.

Will you refer clients to us?

We do refer clients to intermediaries and introducers when we cannot provide the services ourselves. The most common example is when a client wants a company from another jurisdiction (not Seychelles). Since we only provide services in Seychelles we have to refer the clients to a friendly service provider elsewhere.

Can we make one payment for many orders instead of a payment for each order?

Yes you can, particularly if you order frequently and if you have a well-established relationship with us. By consolidating your payments you can reduce bank charges and simplify your bookkeeping. For the very first few orders we will usually request that payment be made on order completion or very soon after.

Frequently Asked Questions – Investment Opportunities

Are the investment opportunities on this website the only opportunities?

No. There are opportunities in the tourism, industrial fishing, energy, information technology and entertainment sectors but we do not generally assist with such projects.

Frequently Asked Questions – Partnerships

What is a partnership?

A partnership is an un-incorporated association engaging in business.

How is a Limited Partnership different to a normal partnership?

In a partnership all partners have unlimited liability and are all equally exposed to all the partnership’s limited. In a Limited Partnership, only the general partner has unlimited liability. The limited partners have limited liability similar to that enjoyed by shareholders in a company. However, note that the general partner can be a company to limit the individuals’ liabilities.

Frequently Asked Questions – Resident International Companies

Is there any Goods & Services Tax / Value Added Tax or any other related or similar tax applicable?

No, CSLs are exempt from these taxes. It is only taxed on its worldwide income at a rate of 1.5%.

Do I need to come to Seychelles to set up a CSL?

No, as a licensed ICSP, we can assist you to set up a CSL. The documents for CSL application can be provided via email for vetting.

Can we obtain a certificate to show that the company is tax resident in Seychelles?

Yes, the Seychelles Revenue Commission (tax authority) can issue a certificate of tax residency.

Do you have ready-made CSLs?

No, but we have ready-made IBCs which can be continued as CSLs.

Our company is dormant, do we still need to file the audited accounts?

Yes. The financial statement needs to be prepared to show the share capital and any secretarial fees.

Can we provide our own secretary?

No, a secretary has to be a licensed international corporate service provider (ICSP) in Seychelles.

Why do we need a public officer?

A public officer is a requirement of the Seychelles Revenue Commission (tax authority). It is the person whom the Authority liaises with regarding tax issues. The person has to be resident in Seychelles.

Do we have to renew the special licence?

The special licence is valid for one year. Hence renewal must be done annually.

Do we have to have meetings in Seychelles?

No. However to show effective management and control in Seychelles, meetings can be held in Seychelles. A person is considered present at a meeting if he participates via telephone or other electronic means.

Do we have to hold Annual General Meeting (AGM)?

Yes.

When is tax payable? Will we receive tax assessment from the tax authority?

Seychelles has adopted a self-assessment tax system. The Seychelles Revenue Commission (tax authority) no longer issues a tax assessment after the tax return is filed. A CSL therefore has to remit any tax due with the tax return.

Can the accounts be audited by our own auditors?

For filing purposes with the Seychelles Authority, the accounts must be audited by a qualified auditor in Seychelles.

Can the share capital be paid in other forms, i.e. instead of cash?

It is possible if the requirements of Section 6 of the Companies Ordinance 1972 are followed.

What is the minimum issued share requirement?

The subscribers of the memorandum must subscribe to at least one-tenth of all the shares the company may issue.

What are the authorised activities for a CSL?

A CSL is limited to carrying one or more of the following specific businesses:

  • Investment management and advice
  • Offshore banking
  • Offshore insurance
  • Reinsurance
  • Business under an ITZ

Business of:

  • an investment company
  • a holding company
  • a marketing company
  • a company holding intellectual property
  • a headquarters company
  • a human resources company
  • a franchise company

The Authority may at their discretion approve other businesses not stated above. The business activity of a CSL must be stated in the company’s memorandum.

What is the minimum number of shareholders required?

At least 2. They can be individual or corporate.

What is the minimum number of directors required?

A CSL must have a minimum of 2 directors at all times to be able to carry on its business or to enter into transactions.

Can an IBC be continued as a CSL?

A CSL must have a minimum of 2 directors at all times to be able to carry on its business or to enter into transactions.

When does the first financial year end?

This is set by the directors, however the first financial year cannot cover a period of more than 15 months. Typically companies adopt 31st December financial year end.

Do I need to submit a business plan?

As part of the application pack, you will need to submit a business plan and 3 year cash flow forecast.

How long does it take to incorporate a CSL?

From 2-4 weeks.

Which countries does Seychelles have DTAA with?

Please refer to Double Taxation Agreements in the Downloads page.

Can we benefit from DTAA?

Yes, CSLs can access the large network of DTAAs Seychelles has with other countries.

Which laws govern a CSL?

The Seychelles Companies Ordinance 1972 and the Companies (Special Licences) Act 2003.

Does the company have a registered agent?

No. Registered agent is replaced by secretary for CSLs.

Are bearer shares allowed?

No.

Do we have to file the directors / shareholders / beneficial owners details with the Authority?

Yes, but privacy is still maintained as the details are not publicly available.

Does a CSL need a Seychelles bank account?

No, although we encourage for a CSL to have one to show effective management and control in Seychelles.

What is the applicable tax rate?

1.5% on the company’s worldwide income.

When is the audited accounts due?

Audited accounts should be submitted 90 days after the company’s financial year end. Extension may be granted by the Authority.

Does the company have to submit audited accounts?

Yes, annually within 90 days of its financial year end.

Do the shares need to be paid up?

Yes, the shareholders commit to the subscribed share capital and they therefore have to pay for it within 12 months of incorporation/continuation as a CSL.

Are Seychelles professional directors allowed?

Yes, unless the Authority informs in writing that it does not approve the individual serving in that capacity.

Can a CSL operate in Seychelles?

Yes. There is no prohibition under the CSL Act.

Can we have corporate directors?

No. Only individuals are allowed to be directors of a CSL.

Can a CSL be converted into an IBC?

The Seychelles laws make provisions for a company holding a special licence under the Companies (Special Licences) Act 2003 to be continued as an IBC if it satisfies the requirements of the IBC Act.

What is a CSL?

A CSL is a “company with a special licence”. It is based on the Seychelles domestic company but it is issued with a special licence allowing it to carry on international business from Seychelles.

Frequently Asked Questions – Ready-Made Companies & Foundations

Why do people buy ready-made companies?

Some people have trouble coming up with a good name especially when they do not need something particular. Others want to give an impression that the company has been established for a long time which can be useful when promoting the company. Most people buy shelf companies for the fastest possible order turn-around. You can guarantee the availability of the company at the required time because you can avoid the problems of names not getting approved and having to try alternatives and you can avoid registry slow-downs or other problems in the formation process.

Frequently Asked Questions – Tradezone Companies

Is warehouse space readily available?

Unfortunately warehouse space is currently limited in the tradezone. You are however able to build outside of the tradezone which may be an option if your operations allow for having your own warehouse instead of leasing.

Frequently Asked Questions – Yacht & Ship Registrations

How long does it take to process the licence registration?

It takes a minimum of two weeks to obtain the registration certificate, the Seychelles flag and the telecommunications license.

For how long is a provisional registration certificate valid?

A provisional registration certificate is valid for 90 days only.

Is a provisional registration possible?

Yes it is. A provisional certificate is issued if the Certificate of Deletion is not available at the time of registration. Once the Seychelles Maritime and Safety Authority receives the Certificate of Deletion, they will issue a permanent Certificate of Registration.

Does a yacht or ship need to be physically present in Seychelles?

No, a yacht or ship does not need to be in Seychelles for registration with the Seychelles Maritime Safety Administration (SMSA) but the authority will need to know where the vessel is.

Can I register a yacht and then leave it in Seychelles?

Yes but you cannot leave it in Seychelles for longer than 9 months at a time. After 9 months you are required to leave Seychelles’ waters otherwise it would be treated as an import. It should be noted that import taxes are on boats are minimal – if you want to leave a boat in Seychelles it may be cheaper to import it. Some people add their boats to a hire fleet.

Is there an additional fee to pay for a permanent license following the issue of a provisional certificate?

No there are no additional fees. Everthing is paid for when an application for the provisional licence is made.

Is a Seychelles flag required?

Yes it is, and a Seychelles flag will be provided to you upon registration of your vessel.

Where can we get a telecommunications license for the vessel?

From the Seychelles Licensing Authority.There are prescribed forms to fill in and return but we assist with these.

Is a radio License from Seychelles required even if the vessel is not in Seychelles and has a telecommunication license where it is sailing?

Yes, the vessel will still need to register its telecommunications with the Seychelles Maritime Safety Administration.

Is parallel registration recognized in Seychelles?

No, parallel registration is not recognized in Seychelles.

Frequently Asked Questions – What we don’t do

Why do you not offer asset protection schemes?

Some intermediaries offer various asset protection “products” like “bullet-proof asset protection trusts” and their advsertising makes it all seem easy but it is not.

Asset protection is a dynamic and complex activity. You cannot simply setup a trust or other entity and then assume that your assets will be protected forever. A very strong understanding of the risks or threats to you and your assets is essential. A plan that results in protection will usually use all the planning opportunities available to you both onshore and offshore and such a plan will require regular review and updates. We do not have the ability for this.

Asset protection is not a fundamental human right. No one has a right to protect assets against legitimate creditors. Assets should be protected as part of general business or estate planning and making asset protection for asset protection’s sake may well fail under competent challenge.

Interested? Get in touch now.