Success occurs when opportunity meets preparation.

                                                                                       ~ Zig Ziglar

Standard

$750
  • Free Name Application
    You can have unlimited name applications for free but usually 3 tries will guarantee success
  • Company Formation & Registration
    Formation and registration is usually completed within 2 hours
  • Certificate Of Incorporation (1 Original Certificate)
    The registry provides only 1 original certificate of incorporation and addititional certificates cannot be obtained
  • Memorandum Of Association (2 Original Documents)
    Each Memorandum is presented together with 1 set of Articles Of Association
  • Articles Of Association (2 Original Documents)
    Each set of Articles is presented together with 1 Memorandum Of Association
  • Minutes Of First Subscribers Appointing First Directors
    This document is required by the IBC Act for first directors to be properly appointed
  • Assignment Of Subscribers´ Rights & Obligations
    We are one of the few Registered Agents who provide this. It ensures that the Register of Members and Share Ledger can be "clean" i.e. not show the name of the first subscriber at all.
  • First Board Of Directors Minutes
    This clearly confirms all the initial particulars of the Company and also covers consent of the directors and the resolution to issue first shares
  • Register Of Directors
    All companies are required to maintain this by law
  • Register Of Members & Share Ledger
    All companies are required to maintain this by law
  • Registered Agent Services For 1 Year
    All companies 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.
  • Share Certificates
    We may prepare up to 20 share certificates for you at incorporation without charging anything extra.
  • Drafting Of Minutes & Assistance With Other Ancillary Documents
  • Courier
  • $750
  • Resolution Of Directors To issue Special Power of Attorney
    Special Power of Attorneys also called specific or limited power of attorneys are issued for 1 year.
  • Power Of Attorney With Apostille
    After the directors issue a power of attorney we have the document notarized and apostilled for you. Some parties require this.
  • Corporate Seal

Enhanced

$950
  • Free Name Application
    You can have unlimited name applications for free but usually 3 tries will guarantee success
  • Company Formation & Registration
    Formation and registration is usually completed within 2 hours
  • Certificate Of Incorporation (1 Original Certificate)
    The registry provides only 1 original certificate of incorporation and addititional certificates cannot be obtained
  • Memorandum Of Association (2 Original Documents)
    Each Memorandum is presented together with 1 set of Articles Of Association
  • Articles Of Association (2 Original Documents)
    Each set of Articles is presented together with 1 Memorandum Of Association
  • Minutes Of First Subscribers Appointing First Directors
    This document is required by the IBC Act for first directors to be properly appointed
  • Assignment Of Subscribers´ Rights & Obligations
    We are one of the few Registered Agents who provide this. It ensures that the Register of Members and Share Ledger can be "clean" i.e. not show the name of the first subscriber at all.
  • First Board Of Directors Minutes
    This clearly confirms all the initial particulars of the Company and also covers consent of the directors and the resolution to issue first shares
  • Register Of Directors
    All companies are required to maintain this by law
  • Register Of Members & Share Ledger
    All companies are required to maintain this by law
  • Registered Agent Services For 1 Year
    All companies 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.
  • Share Certificates
    We may prepare up to 20 share certificates for you at incorporation without charging anything extra.
  • Drafting Of Minutes & Assistance With Other Ancillary Documents
  • Courier
  • Certificate Of Incumbency
    This is an official statement issued by the Registered Agent confirming important particulars of a Company. Some banks ask for this.
  • 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.
  • $950
  • Popular Extras
  • Resolution Of Directors To issue Special Power of Attorney
    Special Power of Attorneys also called specific or limited power of attorneys are issued for 1 year.
  • Power Of Attorney With Apostille
    After the directors issue a power of attorney we have the document notarized and apostilled for you. Some parties require this.
  • Corporate Seal

Premium

$2350
  • Free Name Application
    You can have unlimited name applications for free but usually 3 tries will guarantee success
  • Company Formation & Registration
    Formation and registration is usually completed within 2 hours
  • Certificate Of Incorporation (1 Original Certificate)
    The registry provides only 1 original certificate of incorporation and addititional certificates cannot be obtained
  • Memorandum Of Association (2 Original Documents)
    Each Memorandum is presented together with 1 set of Articles Of Association
  • Articles Of Association (2 Original Documents)
    Each set of Articles is presented together with 1 Memorandum Of Association
  • Minutes Of First Subscribers Appointing First Directors
    This document is required by the IBC Act for first directors to be properly appointed
  • Assignment Of Subscribers´ Rights & Obligations
    We are one of the few Registered Agents who provide this. It ensures that the Register of Members and Share Ledger can be "clean" i.e. not show the name of the first subscriber at all.
  • First Board Of Directors Minutes
    This clearly confirms all the initial particulars of the Company and also covers consent of the directors and the resolution to issue first shares
  • Register Of Directors
    All companies are required to maintain this by law
  • Register Of Members & Share Ledger
    All companies are required to maintain this by law
  • Registered Agent Services For 1 Year
    All companies 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.
  • Share Certificates
    We may prepare up to 20 share certificates for you at incorporation without charging anything extra.
  • Drafting Of Minutes & Assistance With Other Ancillary Documents
  • Courier
  • Certificate Of Incumbency
    This is an official statement issued by the Registered Agent confirming important particulars of a Company. Some banks ask for this.
  • 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.
  • Local Individual Professional Director
    You can select one from a shortlist of Seychelles nationals who we have known for many years and who reside in Seychelles.
  • Director Agreement
    The director will sign an agreement with the beneficial owners undetaking to only act in the interest of the beneficial owner and to keep to the wishes of the beneficial owners.
  • Local Individual Nominee Shareholder
    You can select one from a shortlist of Seychelles nationals who we have known for many years and who reside in Seychelles.
  • Shareholder Agreement Including Decalration Of Trust
    The shareholder will sign an agreement with the beneficial owners undetaking to only act in the interest of the beneficial owner and to keep to the wishes of the beneficial owners.
  • Assistance With Bank Account Opening
    We will complete the bank account opening forms for you and and undertake to have the director sign it. Your input will be required in some parts.
  • $2350
  • We will complete the bank account opening forms for you and and undertake to have the director sign it. Your input will be required in some parts.
  • We will complete the bank account opening forms for you and and undertake to have the director sign it. Your input will be required in some parts.
  • Resolution Of Directors To issue Special Power of Attorney
    Special Power of Attorneys also called specific or limited power of attorneys are issued for 1 year.
  • Power Of Attorney With Apostille
    After the directors issue a power of attorney we have the document notarized and apostilled for you. Some parties require this.
  • 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

International Business Companies Act, 1994 as amended.

Authority

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

Annual fee paid to authority

USD 100 – fixed for life

Taxation

An International Business Company is not taxed in Seychelles on its worldwide profits.

Ready made companies

Yes

Bearer shares

Not allowed since the 16th December 2013

Registered office

Required to be in Seychelles

Directors

Minimum one director. A director may be a body corporate or an individual of any nationality. There is no requirement to file particulars of directors or officers with the registrar.

Professional director / Nominee shareholder allowed

Yes, and they can be Seychelles residents or foreigners or foreign entities

Double Taxation Agreement

The benefits of Double Tax Agreement will not be applicable to an IBC

Meetings

Not required to be in Seychelles.  May be conducted telephonically. An Annual General Meeting (AGM) is optional.

Filing of accounts

Not required but the company must keep accounting documents sufficient to allow financial statemens to be prepared. The accounting documents (invoices, receipts, bank statements) must be retained for 7 years. We must be notified of the location where such records are kept.

Exemption

Exemption from payment of stamp duty.

Exemption from Trades Tax on furniture and office equipment.

Exemption from Employer’s contribution of Social Security.

Exemption from GOP payment for any foreign worker.

Migration

Seychelles legislation permits migration of companies registered in other jurisdictions into Seychelles, and similarly an IBC may relocate out of Seychelles.

Scope of operations

An IBC may not trade in Seychelles or carry on business as an insurance or reinsurance company, or provide the registered office for companies, and it may not be in the business of banking as defined in the Financial Institution Act, 2004 or engage in trust business. However, it may:

Own or manage a vessel or aircraft registered in Seychelles

Hold meetings in Seychelles

Make or maintain professional contact with lawyers, accountants, bookkeepers, trust companies, management companies, investment advisors or other similar persons carrying on business within Seychelles

Hold a lease on property for use as an office from which to communicate with members or where books and records of the company are prepared and maintained

Hold shares, debt obligations or other securities in a company incorporated under this Act or under the Companies Act

Hold bonds, treasury bills and other securities issued by the government of Seychelles or the Central Bank of Seychelles

Have its shares, debt obligations or other securities owned by any person resident in Seychelles or by any company incorporated under this Act or under the Companies Act.

Type of structure

International Business Company (IBC).

Capital requirements

There is no minimum capital stipulation but in practice USD 1 on the equivalent in other currencies is used.  The share capital may be expressed in any currency. There is no obligation to pay up share capital immediately.

Suffix to denote limited liability

Any internationally recognized ending, i.e. Limited, Corporation, Incorporated, Societe Anonyme, etc., or the accepted abbreviation such as Ltd, Inc. etc.

Incorporation time

Typically one day

Shareholders

Minimum one shareholder, with no disclosure made to the Registrar. A shareholder can be an corporate entity or an individual of any nationality.

Shares of no par value

Allowed

Licensed Corporate Service Provider

Required to be in Seychelles

Secretary

It is not a legal requirement to appoint a company secretary. It is optional.

Corporate Seal

Not required. It is optional.

Non-English Names

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

Annual return

No financial annual return is required. An annual compliance declaration must be submitted to us the Registered Agent only.

Exchange controls

No

Confidentiality

The Seychelles legislation promotes confidentiality.

Language

English and French names and memorandum and articles of association are allowed.

Legal proceedings

Any civil proceedings in respect of an IBC may be heard by a Judge in Chambers.

Frequently Asked Questions

What is an IBC?

An international business company (IBC) is a corporate entity that is not allowed to engage in business in the jurisdiction where it is incorporated. It can only engage in “international business”, and not in domestic business. It is usually an untaxed company that is also not required to file accounts and annual returns.

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

A number of jurisdictions offer IBCs and IBCs vary little between such jurisdiction. Most usually include exemption from local corporate taxation and stamp duty, provided that the company engages in no local business (annual agent’s fees and government registration fees are still payable, which are normally a few hundred U.S. dollars per year), preservation of confidentiality of the beneficial owner of the company, wide corporate powers to engage in different businesses and activities, reduced requirement to demonstrate corporate benefit, no requirement to appoint local directors or officers, and the requirement for a local registered agent providing a registered office.

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

What do you mean by a "jurisdiction"?

A jurisdiction is a territory with its own set of laws under the control of its own system of courts and its own government which are different to other territories. Effectively we mean a different country but because offshore financial centres primarily offer a different set of laws, courts and government it is common in the international business sphere to refer to “jurisdictions” instead of “countries”.

What are the main advantages of the Seychelles IBC over other IBCs?

The main advantages are lower cost, higher availability of names, no requirement to prepare financial statements, privacy, and fast order completion and delivery. Qualifying professional clients can also still retain identification and verification documents of their end-user clients and Seychelles registered agents are still allowed to rely on the professional clients’ due diligence in many cases.

You can have a Seychelles IBC for less than the government fee of a BVI company for example! This is because the government fee is only 100 United States dollars and because Seychelles registered agent and registered office fees are very low as well.

At the time of writing there were around 140,000 IBCs registered in Seychelles as opposed to well over a million in the BVI. Clearly there are still a lot of great names available in Seychelles.

The directors of a Seychelles IBCs must keep accounting records like bank statements, invoices, receipts, and contracts for material (important) transactions but they do not have to prepare financial statements (profit and loss, balance sheet and cash flow statements). There is NO requirement to file such statements and there is NO requirement to have such statements audited either.

Since the 16th of December 2013 bearer shares are no longer allowed in Seychelles. Some jurisdictions have chosen to immobilize or charge a higher annual fee but Seychelles decided to simplify its offerings by having only registered shares. When bearer shares were abolished in Seychelles it is estimated that around only 10% of IBCs had bearer shares in issue and bearer shares were already losing favour with banks and clients generally. We understand that Panama is the only other jurisdiction that still allows true bearer shares to be issued.

Interestingly Seychelles has managed to remain on the OECD white-list and to pass Phase I of the Global Forum Peer Review while retaining all the attractive features of its International Business Company offering. Largely this is because a Seychelles IBC does not offer any advantage to a foreigner over a Seychelles resident. A Seychelles resident can own and manage a Seychelles IBC and benefit from all the advantages of a Seychelles IBC including tax exemptions. There can be no claims of ring-fencing. Seychelles has a territorial tax system so only income derived from a source in Seychelles is taxed anyway. Seychelles was one of the first jurisdictions to be assessed by the OCED Global Forum for the Phase II tests and is expected to pass an updated review. Seychelles aims to be a compliant jurisdiction.

Seychelles is not a dependency of Great Britain and the British Crown, nor is it a dependency of an EU member state. This means it has more freedom to make its own rules particularly in regards to public filings and beneficial owner requirements.

Is Seychelles the best jurisdiction for IBC incorporation?

Seychelles is a great place to form IBCs because it is fast, it is cheap and the service providers are generally very professional. Depending on your exact requirements you can have a Seychelles IBC for less than the BVI government fee and it can be ready within 1 day!

However, the “best” jurisdiction will largely depend on your specific requirements. Seychelles is good if you require a general purpose IBC, particularly if you want a low cost holding company. You can read more about the advantages that Seychelles offers on our page Why Choose Seychelles.

If you will have complex financial transactions and you will require the sophisticated services of a lawyer or accountant in London, New York or Hong Kong and cost is not a concern, perhaps a BVI or a Jersey company may be better if they are used to working with such companies. A Seychelles IBC can do anything that any other IBC can do but it may not be as familiar to some professionals as a BVI company or as a Delaware company. However a Seychelles IBC is cheaper.

Do we have to come to Seychelles to incorporate an IBC?

No. While we are always happy to meet our clients you do not have to come to Seychelles to incorporate an IBC. You can complete client registration electronically and then provide all required information to setup the IBC via email or fax, and important original documents can follow by post or courier.

All documents that we must file with the registy will not require your signature – we can sign those documents as the registered agent and your names will not appear in the public records.

It seems you have more than one type of offshore company, which one should we choose?

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

The IBC is the general purpose form for international business and is suitable for most activities except that it cannot be engaged in banking, trust services, insurance and domestic business. If your activities involve these you would have to consider the CSL or a domestic company. Because an IBC will usually have minimal acitivity in Seychelles and because it cannot do business in Seychelles it does not have to file annual returns and tax returns and it is not subject to Seychelles taxes. There are no tax considerations for an IBC in Seychelles. It is very popularly used internationally as a holding entity. Over 90% of our clients choose an IBC.

The domestic company is normally used for business taking place in Seychelles. If you will be operating a bank, insurance company or other professional financial services business in Seychelles (as well as non-financial services businesses like hotels, shops and construction) you will need a domestic company. A domestic company is also permitted to own Seychelles land and buildings. You could also use it for international businesses and you could use it exclusively for international business in which case it would be similar to an IBC but you would have to file annual returns and tax returns. Seychelles has a territorial tax system so there would be taxes only if you derived income from a source in Seychelles.

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

Seychelles also offers a protected cell company which is based on the domestic company but which could also be based on a CSL.

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

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, and 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.

Can an IBC invest in Seychelles?

Yes, an IBC may hold shares, debt obligations or other securities in a domestic company in Seychelles. However if the domestic company owns land in Seychelles the IBC will have to obtain government sanction (approval) and pay a fee before it can invest in the domestic company.

An IBC may buy bonds or other securities issued by the Government of Seychelles. Also it may own or manage a vessel registered in the Seychelles under the Merchant Shipping Act, 1992.

Can an IBC have its own offices in Seychelles?

Yes an IBC can have its own offices in Seychelles. It can lease its own offices but only for making or maintaining professional contact with counsel and attorneys, accountants, bookkeepers, trust companies, management companies, investment advisers or other similar persons carrying on business within Seychelles, or to prepare or maintain books and records of the company within Seychelles.

Must an IBC have an office in Seychelles?

No in fact an IBC can only lease its own offices in Seychelles for making or maintaining professional contact with counsel and attorneys, accountants, bookkeepers, trust companies, management companies, investment advisers or other similar persons carrying on business within Seychelles, or to prepare or maintain books and records of the company within Seychelles.

An IBC is expected to operate outside of Seychelles.

Does an IBC need to pay taxes?

No. An IBC is not subject to tax in Seychelles so there are NO taxes for an IBC to pay in Seychelles. Section 109 of the Seychelles International Business Companies Act (“Exemptions”) states that “A company incorporated under this Act or a shareholder thereof shall not be subject to any tax or duty on income or profits accruing to or deriving from such company or in connection with any transaction to which that company or shareholder, as the case may be, is a party.”

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

Does an IBC need to file accounts?

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

Does an IBC need to keep books of accounts and other records?

Yes it is a requirement for all companies in every part of the world to keep books of accounts and other records. The Seychelles IBC is no different in this regard. It is a duty of the directors of the company to do so. Other records include minutes of meetings, and agreements between shareholders and between directors and other officers include consents for appointments and share transfer forms.

It is important to note that IBCs 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 IBCs are not required to file accounts with anyone in Seychelles.

What is an accounting address?

Following amendments to the Seychelles International Business Companies Act on the 27th December 2011 all Seychelles IBCs must give notice to the Registered Agent (that’s us) 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 directors think fit. Where they are kept at another place the directors must notify the registered agent and also must notify the Registered Agent of a change of address within 14 days.

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 directors of an IBC have always had the duty to keep accounting records and other documents of the IBC. 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 an IBC need a Seychelles bank account?

No there is no requirement to open a Seychelles bank account. A Seychelles IBC can have a bank account or many bank accounts anywhere in the world. Cyprus, 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 bank which does not have a branch in Seychelles.

Of couse having a Seychelles IBC with a Seychelles bank account is also an attractive setup because companies are often expected by their parties to have a bank account where they have been incorporated. Having a Seychelles bank account can give a Seychelles IBC a better image and make it look more like a regular “onshore” company. Also, because a Seychelles IBC is not subject to tax in Seychelles, there will be no taxes on interest earned in the Seychelles bank account.

Doesn't an IBC give foreigners an unfair advantage over residents?

No because Seychelles residents are legally able to own and operate a Seychelles IBC as long as the IBC is not conducting business within Seychelles.

Seychelles also has a “territorial” tax system meaning that Seychelles residents are only taxed on their locally sourced income. Therefore, there is no advantage to non-residents over residents and claims of “ring fencing” have no merit on the Seychelles IBC. This has been, and continues to be, used successfully by Seychelles in defense of the Seychelles IBC. Furthermore there are no restrictions on a Seychelles IBC owning shares of a Seychelles domestic company.

What information do you need on the proposed business and activities?

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

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

A typical statement can be “The company will have trading activities and will also provide consultancy services in the mining and industrial equipment sectors. The targeted countries will be Ghana, South Africa, UK and Australia. The source of funds will be the personal savings of the principal shareholder.”

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

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 your IBC, an amount and currency for the authorized share capital, the names and addresses of the directors (unless you want us to suggest some professional directors), the names, addresses, and number of shares for each shareholder, the specific proposed activities of the IBC (even if the IBC will have the most general objects in its Memorandum), the countries where the IBC will have some activity, and the source of funds to form the IBC and to make it work. We may also ask why you chose a Seychelles IBC for your venture.

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.

Why do you need our passports and other documents and information?

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

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

Please note that all such information are only filed privately in our records. The documents and information are not filed publicly and the law actually requires confidentiality – we are obligated to preserve confidentiality and to keep the documents and information secret. Only the courts may put the documents and information in the public domain. We do have a financial investigations unit (FIU) with the power to demand documents during a criminal investigation (before legal proceedings) but even they are required to preserve confidentiality.

If someone investigates a Seychelles IBC, what information will they get?

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

Particulars of the directors and shareholders are only held privately by us the Registered Agent. We keep the registers and we do not file them with any authority and 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.

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 complaint 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 company 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 your company. We as the registered agent would then have less access to your company. A registered agent is entitled to information about IBCs, not to control them. It should be noted that the law strongly obligates a registered agent to protect any information received.

How much does it cost to register an IBC?

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 incorporation is United States dollars 100. The annual government fee is also USD 100 and the government fee remains 100 dollars even if an IBC has a high share capital. The 100 dollar government fee is fixed for life which makes it very unlikely that you will pay increased fees later on.

How quickly can we have an IBC?

We can usually register a new IBC within 24 hours, particularly if you tell us from the beginning that it is very very urgent. It helps if the required company will have standard features only (no special customizations to the documents) and an ordinary name. We do process everything on an urgency basis but we may on occasion follow up an order more closely with the Registry.

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

We need the IBC 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 accordance to the laws of Seychelles and to help ensure that once the IBC 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 company may help you meet your deadline. The documents can be despatched immediately after receiving all documents and information for client registration.

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.

Most clients simply email us with their IBC requirements and some professional intermediary clients simply provide us with their own version of the application forms.

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.

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 (not English or French) sounding words 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 company is available within a set time frame, a ready-made company may be the more prudent option.

Can an IBC have a non-English name?

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

For IBC names, which words are prohibited? Do you have a list?

An IBC is not allowed to engage in the businesses of banking, insurance, trusts and foundations. Therefore any words that may be suggestive of such businesses and which may mislead third parties are prohibited. There are also some other reasons for a name to be rejected.

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

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

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

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

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.

Can you provide a "nominee" bank account signatory?

We are assuming you mean a “professional” account signatory. The approved persons who provide professional directorship and who provide nominee shareholder services would usually be happy to be a bank account signatory but while they would be accommodating, they 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 participage in fraudulent transactions and other illegal activities because there are severe punishments under our anti-money laundering regulations.

Who can sign for the company?

Normally signatory rights are defined in the company’s constitutional documents, the memorandum and articles. Normally the directors sign but it is not uncommon for shareholders to be given some signatory rights particulary for large value transactions, changes in the constitution of the company and in other very important company events.

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

Is a company secretary needed?

No the International Business Companies Act 1994 (as amended) does not require the appointment of a company secretary. It is totally optional.

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

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

Can we have a power of attorney?

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

The attorney does not have to be a lawyer or someone with legal training, 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 directors of the company. If our professional directors are asked to give a power of attorney they will first carry out some checks on the person. They reserve the right to refuse if the proposed attorney does not meet their requirements.

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

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

Can an IBC have only 1 director and 1 shareholder?

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

Are corporate directors allowed?

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

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 director 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 director to any number of other client IBCs.

Who can be a director?

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

As an alternative to individual persons, any corporate entity from anywhere in the world may be appointed. The corporte entity must be in good standing on its register. Also when appointing a corporate director from the date of incorporation of your new IBC it is important that the corporate director existed at the date of its appointment and was not formed after the IBC (i.e. some days later).

A person (whether an individual or a corporation) who is competent and who is responsible should normally be appointed, particulary if they will be an executive director. Directors are responsible for the affairs of the company and owe duty of care to the company,  something which Courts everywhere take seriously.

Also note that the management and control of the company may often be placed in the country where the directors 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 director be appointed?

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 approved Seychelles persons who you may appoint as a professional director. 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 director services without any restriction and it is increasingly popular for an overseas professional director to be appointed.

What are the benefits of having a professional director?

The directors manage the company. 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 directing 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 complicated, it’s not difficult to find good people to do the job.

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

Often the general public will think the business is owned by the directors because the directors are the most visible persons in the business. They are the ones who sign contracts and other agreements, and who execute transactions. They open bank accounts, sign cheques, promote the company and answer questions. If someone else can do all of it for you you can retain your privacy, as well as save time.

Note that while the directors are the ones who must also answer questions in court, the directors 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 director should not be appointed only to take the blame and liabilities which may arise in future and most professional directors will do their utmost to protect themselves in this regard anyway through agreements, good record keeping and by trying to detect illegal activity.

Can an IBC legally exist without any directors?

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

Are corporate shareholders allowed?

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

Who can be a shareholder?

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

Also any corporate entity anywhere in the world including Seychelles can be a shareholder of a Seychelles IBC. This includes Seychelles Foundations. A Seychelles trust can also own shares of a Seychelles IBC. Seychelles Trusts and Seychelles Foundations provide popular ultimate holding arrangements for Seychelles IBCs.

You can also appoint a nominee and have a private agreement with the nominee shareholder on what to do with the shares at a later date and how to act in the meantime.

Is there a mimum share capital requirement?

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

Note that any currency may denominate the share capital but we recommend that whatever currency is used, the minimum be at least the equivalent of one United States Dollar.

The share capital is denomitated in what currency?

The share capital of a Seychelles IBC may be denominated in any currency except Seychelles Rupees. A Seychelles IBC is not allowed to transact in Seychelles Rupees because it not allowed to engage in local Seychelles business (although it may invest in a domestic company and maintain an administrative office in Seychelles).

The most popular currency for IBC share capital is the United States Dollar (US Dollar) because the government fee is charged in US Dollars (100 US dollars). The US dollar is still also the most popular international currency and is the defacto currency in international trade such that many IBCs and other offshore companies operate in US dollars. The Euro is the next most popular currency but there is nothing stopping you from having Swiss Francs, Yuans, or the Singapore dollar as your functional currency and as your share capital currency.

What kinds of shares are allowed?

Since the 16th December 2013 shares can only be issued in registered form. Bearer shares are no longer allowed. In registered form, the share register must record all particulars of a shareholder (the name, the address). An up-to-date share register must be maintained by the Registered Agent at the Registered Office in Seychelles.

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

Shares are normally issued as ordinary shares where each share has one vote and receives dividends. Other classes of shares can also be issued with different rights.

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

Are bearer shares allowed?

Since the 16th December 2013 Seychelles IBCs cannot issue bearer shares and any Seychelles IBC with bearer shares in issue must exchange the bearer shares for registered shares. In June 2014, any bearer shares still in issue will be deemed null and void.

IBCs with Memorandum and Articles allowing the issue of bearer shares or exchange of registered shares for bearer shares have until the 31st December 2014 to amend the documents at a reduced fee. If not done, the law supersedes the company documents however.

By December 2013 it was estimated that only around 10% of Seychelles IBCs had bearer shares in issue and Seychelles took the decision to abolish bearer shares in Seychelles completely. Bearer shares were becoming less and less attractive, as increasingly, banks would not open accounts for companies with bearer shares. Abolishing bearer shares was found to be a better and simpler solution to immobilization or to introducing higher fees for bearer share companies.

Can bearer shares be prohibited?

Since the 16th December 2013 all IBCs are prohibited by law from issuing bearer shares. Bearer shares have been abolished in Seychelles and after June 2014 any bearer shares still in issue will be deemed null and void. All companies incorporated since December 2013 have Memorandum and Articles prohibiting bearer shares.

Older IBCs can (and should) explicitly prohibit bearer shares by having special clauses in their Memorandum. However if this is not done, the law will simply supersede the IBCs’ documents. It should be noted that some banks refuse to open accounts for companies that can or appear to be able to issue bearer shares and in such cases the IBC will have to add clauses to explicitly prohibit bearer shares to satisfy the bank. They may insist on having this clause.

Amendments to the company documents will be processed at a reduced fee if done by the 31st December 2014. After that the full fees will apply.

Do the shareholders need to pay up a certain amount of share capital within a certain time frame?

No. There is no minimum paid up share capital requirement for a Seychelles IBC. There is also no set time for them to pay up shares they have subscribed. These requirements can be determined by the company itself because the law is silent on the matter.

As an IBC is a limited liablity company, shareholders are liable for the unpaid portion of their shares only in the event of bankruptcy.

Can you provide a nominee shareholder?

Yes we can. We have a short list of approved individuals who may provide this service. We can also provide a corporate nominee shareholder.

For your protection the nominee will sign a nominee shareholder agreement that includes a declaration of trust in which they undertake to act on your instructions only and to not benefit from the shares of your company.

You can also appoint your own overseas nominee, perhaps your lawyer, accountant or other professional intermediary, or a good friend or trusted family member. If they do not have a nominee agreement we can draft one for you.

What can we expect from a nominee shareholder?

A shareholder is someone who is listed as the holder of shares in the company’s share register. Typically, the holders of the shares, i.e. the legal owners of the shares, are also expected to be the beneficial owners of the shares i.e. the people who receive dividends and other benefits from the shares, and who ultimately control the company based on their rights to appoint or remove directors. However, it is possible to seperate legal ownership from beneficial ownership so that the official holder of the shares do not actually benefit from the shares, someone else called the “beneficial owner” actually receives the dividends and has control through the “nominee” shareholder.

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

We want a nominee shareholder. Can we have a declaration of trust?

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

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

We can assist with the declaration even if we will not be providing the nominee shareholder, that is, if you will appoint a nominee shareholder by yourself.

We want professional directors and nominee shareholders. What documents can we have to protect us from them?

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

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

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 directors and nominee shareholders, and the nominee shareholders may also provide undated share transfer forms. 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.

We want professional directors and nominee shareholders. Will we automatically retain signatory rights?

No if you will not be a director or a shareholder you will have to be given signatory rights in the director service agreements, in nominee shareholder agreements and in the company’s constitutional documents, and/or you would have to be appointed as a signatory on bank accounts.

Our director service agreements and nominee shareholder agreements are already written to give the beneficial owner control over the officers and representatives. You could also ask for a general power of attorney as an additional facility, as well as undated resignation letters from the professional directors and nominee shareholders in the event that they do not perform to  your expectations.

We will have professional directors and nominee shareholders. What documents will help us prove ultimate beneficial ownership?

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

Normally when professional directors and nominee shareholders are appointed, agreements called directorship service agreements and nominee shareholder agreements are signed by these persons and the ultimate beneficial owner. The agreements include a declaration of trust which help to protect the interests of the beneficial owners and can be used to “prove” ultimate beneficial ownership. The professional directors and nominee shareholders we introduce to the ultimate beneficial owners are very very unlikely to challenge the ultimate beneficial owners but the agreements can give comfort to ultimate beneficial owners.

Because of these agreements the professional directors and nominee shareholders will usually not be able to appoint new directors or sell shares without the prior approval of the ulimate beneficial owners, and we would not recognize the changes without the written consent of the ultimate beneficial owners.

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.

Can you apostille our documents?

Yes we can because Seychelles is a party to the Hague Convention of 1961. Original documents bearing the signature and/or seal of a public official (such as that of the Registrar on a certificate of incorporation) can be apostilled without prior certifications or authentications. Other documents and all copies require notarization or other certificate or authentication before they can be apostilled. Either way the process is usually quick and our office is opposite the Seychelles apostille office. In Seychelles apostilles are affixed by the Registrar of the Supreme Court.

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 our clients pay by this method. We can receive payments in United States dollars, Euros, Hong Kong dollars, British Pounds and Singapore dollars. Other currencies are also allowed but they will be converted to one of the above currencies by our banks.

We can also accept credit card payments from VISA and Mastercard holders. 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.

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.

We have never used the IBC. Can we return the documents and get a refund?

Unfortunately no because once the documents have been given to the client we cannot verify that the IBC has not been used. We would not be able to safely sell the IBC to another client or use it ourselves.

Please also note that we cannot reverse an incorporation or get back the money we have paid to the Registry.

A solution is for you to sell the IBC to someone else you know and we would assist you with transfering ownership and management (the shares and the directorships) to the new owners.

What are your return and refund policies?

Generally we do not accept returns and we do not give refunds. This is because once we have provided the service we cannot get back the payments we have made to the Registry. Also providing services means we spend time to process your orders, which we also cannot get back. There are exceptions.

If a client cancels an order and the documents have not been received at all by the clients (not even by email scans) we may issue a partial refund. It will depend on the reasons given for the cancellation.

We would consider a full refund if the clients have paid us before we have done anything for them. Normally we bill clients after we have completed an order so this is a rare case.

We would also consider a full refund if we have committed a rare error such that you cannot use the company or a document at all. Examples could be an error on a certificate of incumbency or an error in the name of a company in the constitutional documents (if these are our fault) – these occur very rarely. If documents are lost during despatch we may also give a refund or we may replace the documents at our cost.

If you have been billed and have paid for a service you did not want, such as courier instead of registered post which is free of charge, we would offer to keep the funds on your account to settle future billings.

Can we get a certificate of good standing?

Yes you can if your IBC is actually in good standing. Your IBC 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 IBC 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 company has been struck off for non-payment of annual fees you will have to pay a restoration fee as well.

If your IBC 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 company has been incorporated for more than 1 year.

What are your annual renewal fees?

Please email, skype or call us to get our fees. Every agent charges differently but our prices are competitive. Our annual fees are inclusive of government charges of USD 100 per annum, our registered agent and registered office fees, plus mail forwarding for a reasonable amount of mail per month.

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 Seychelles entities and Seychelles regulations without extra charges.

When are your annual fees due? Will you send us a reminder?

For a Seychelles IBC the annual fees are due on the anniversary of its incorporation. If an IBC 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% on the 4th January 2013 which would increase to 50% 90 days later.

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 IBC thereafter so that you do not have to keep track – you can simply follow our reminders.

What will happen if annual renewal fees are not paid?

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

In Seychelles annual fees are due on the anniversary of incorporation of an IBC. If payment is made late, penalties will come into effect. Such penalties are charged by the Registry and are 10% of the incorporation fee (USD 100) on the anniversary of the IBC and rise to 50% if payment is 90 days late or more. If the IBC is allowed to be struck off, initial restoration fees are USD 300 and later USD 600. These are in addition to the late payment penalties. An IBC can be restored on payment of the applicable restoration fee plus all unpaid annual fees and their corresponding late payment penalties.

Note that on restoration an IBC is deemed to never have been struck off, so apart from restoration fees and penalties there are no lasting implications if you inadvertently let an IBC be struck off. You can recover from the error.

If an IBC is struck off, can we easily restore it?

If the IBC 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 additional restoration fee charged by the Registry.

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

To begin the restoration please ask us for a quote.

It seems we don't use your services. Can we only pay the government fee?

No even if an IBC does not require our guidance and our assistance with documents we must still maintain its file, we must still gather information to help it remain compliant with the laws of Seychelles and we must provide it with a Registered Office address for service of documents (to receive important documents from the authorities and lawyers in Seychelles).

Basically the IBC does use our Registered Agent services even if you think it doesn’t. By law an IBC needs a Registered Agent and Registered office to provide for the safe custody of the company documents in Seychelles, namely the certificate of incorporation, the memorandum and articles, the minutes, and the company registers. The Registered Agent has a legal obligation to keep up-to-date director and shareholder registers.

Also a Registered Agent and provider of the Registered Office is an officer of the IBC and is therefore clearly associated with it. There is a certain amount of risk for which most if not all Registered Agents want to be compensated for.

It should also be noted that a Registered Agent is a required intermediary between the IBC and government. The government registry will not accept annual licence fees directly from an IBC because the law does not allow it.

We don't need our IBC 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 IBC will be struck off the register. 10 years after strike off it will be deemed dissolved. We refer to this as “letting the IBC lapse into dissolution”. You must tell us that you are letting the IBC 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 IBC. 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 IBC has had some activity and providing copies to the Registry, and preparing and filing resolutions from the directors and from the shareholders. After completing a voluntary dissolution no one can make claims against the “former” IBC. 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.

How quickly can we change the directors of an IBC?

Very quickly because details of the directors are not filed with the Registry and to change directors 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 directors and we will also need a resolution of the directors, signed by the outgoing directors. 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 beneficial owners particularly when all directors and shareholders are professional directors and nominee shareholders. This could delay the change slightly.

Can we change the name of an IBC?

Yes you can and it is not complicated. We will need a resoluton of the directors and if you are amending the memorandum and articles of the company we will need approval from the shareholders to sign the new documents which we will need to file with the registry.

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

We have an IBC 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 IBC and yourself including what the IBC does specifically. 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 IBC 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 be delays because the other agent may not be happy about your decision to move.

Can we transfer an IBC 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 companies 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 IBC directors will be needed. Either we the outgoing agent can register the change of agent or the new incoming agent can do it. We usually prefer that the new incoming 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 behaviour 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 occasionally – in our particular case, many Seychelles agents work with us when they cannot provide a particular service.

We have a company in another country (not Seychelles). Can we transfer it to you?

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

We will need to carry out some checks on the existing company and its directors, shareholders, other officers and beneficial owners. You will also have to provide proof that the company is in good standing with its current registry – you would have to provide a certificate of good standing or the equivalent as well as all existing company documents. The process is only slightly longer than an incorporation.

We will also have to check that the existing company name is available in Seychelles. Otherwise you would end up with a different name even if the company would be the same.

Do you ever refuse some businesses or some potential clients?

Yes we do. At present we are not allowed to assist anyone from sanctioned countries like Syria, North Korea (Democratic People’s Republic Of Korea) and Iran. Any links whatsoever with these countries will mean that we will not be able to assist you. If you get involved with these countries at a later date we will have to resign as the registered agent.

The following countries are all considered high risk: Afghanistan; Bolivia; Burundi; Chad; Congo (The Democratic Republic Of The Congo); Ecuador; Eritrea; Ethiopia; Guinea; Iraq; Liberia; Myanmar; Nigeria; Pakistan; Palestinian Territory (Occupied); Somalia; Sudan (North); Yemen; Zimbabwe. We may accept clients and business from some of these countries but just like banks, we are much more likely to avoid. We are required to carry out costly enhanced due diligence if these countries are involved which could mean much increased formation and ongoing fees for you.

Note that these lists change all the time so please ask us.

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

We will not allow anyone to use a Seychelles IBC to bypass regulations and licence requirements for specialized businesses particulary those in the financial services sector involving securities advisory and portfolio management, banking, insurance and trust business.

We may also refuse to act for very high profile persons (celebrities) who are likely to appear in the popular media. Not only do our laws prohibit some activities but we do not want to inconvenience our existing clients by putting our business at risk. They rely on us and we must keep to relatively safe activities to ensure that we can continue to serve them.

Can we get an online gaming or online gambling licence for my IBC?

While Seychelles has legislation to licence and regulate online gaming (and online gambling) this business is not allowed at present. This is because the Seychelles regulators do not have the expertise and capability to regulate such businesses.

You are not even allowed to get a licence elsewhere for your Seychelles IBC because online gaming and gambling are licencable activities in Seychelles and an IBC is not permitted to operate such businesses without a Seychelles licence (which of couse you cannot get at the present time).

Interested? Get in touch now.