No, you will have be given signatory rights e.g. be appointed as a bank account signatory, or as attorney under a power of attorney, or as the company secretary etc.
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.
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.
A shareholder is someone who is listed as the owner of shares in the company’s share register. 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, or approve changes to the company’s constitutional documents. However, it is possible to separate 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” ultimately 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 works for the beneficial owner and performs the shareholder duties and exercises the shareholder rights for the beneficial owner. A nominee shareholder can save the beneficial owner some time from such activities, and also serves to protect the beneficial owner’s privacy.
Yes we can. We have short listed approved individuals who may provide this service. We can also provide a corporate nominee shareholder. A Seychelles nominee shareholder will sign an agreement 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.
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 liability company, shareholders are liable for the unpaid portion of their shares in the event of winding up (liquidation).
No, bearer shares were abolished in Seychelles in 2013.
Shares can only be issued in registered form. Bearer shares are not allowed. The share register must record all particulars of a shareholder (the name, the address, amounts transferred to and from the shareholder, and the balance held). We can prepare and maintain it for you. Shares can be issued as shares with a par value 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. A company can issue multiple class shares i.e. A shares, B shares, C shares etc each with different numbers of votes per share and other rights. Dual share class structures like Google or Berkshire Hathaway that concentrates control are possible. The Seychelles IBC can also issue shares limited by guarantee so that the shareholder does not immediately have to pay up for shares.
The share capital of a Seychelles IBC may be denominated in any currency. The most popular currency for IBC share capital is the United States Dollar (US Dollar), possibly because the government fee is charged in US Dollars. The US dollar is the defacto currency in international trade such that many IBCs and other offshore companies operate in US dollars. The Euro is also a popular currency but there is nothing stopping you from having British Pounds, Swiss Francs, Chinese Yuans, or the Singapore dollar as your functional currency and as your share capital currency.
There is no minimum share capital requirement however in practice we have set the minimum as 1 unit of any international currency. The typical minimum used 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 number of shares be one whole unit i.e. GBP 1, EUR 1, SGD 1, JPY 1, CNY 1 etc.
