FAQs

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 from any acceptable country, 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 interesting holding arrangements for Seychelles IBCs.

Yes, corporate shareholders are allowed. Any company, Foundation or Limited Liability Partnership from any acceptable 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.

Yes, it can. However an 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. An IBC should take steps to appoint a director as soon as possible.

You can save on time. The directors manage the company. Instead of directing the company yourself you can find someone suitable so that you can have more time to do other important things. A professional director can monitor more closely. You might not be able to run your business from afar and a professional director closer to the activities can help. A professional director can bring expertise. Some businesses are specialised and require special skills and knowhow, and a professional director with the required experience and can be the solution. You can have some added privacy. Sometimes people 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.

We call them a “professional director”. Professional directors are persons who are willing to be appointed and who are introduced to you by an intermediary or the Registered Agent. In a court of law, a judge will not recognize the term “nominee director” because in law 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. In Seychelles, only approved Seychelles residents and corporations owned by a licenced corporate service provider may provide such services. Overseas individuals and corporate entities may provide professional director services without any restrictions, and it is common for an overseas professional director to be appointed.

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 corporate entity must be in good standing on its register. A person (whether an individual or a corporation) who is competent and who is responsible should normally be appointed. Directors are responsible for the affairs of the company and owe duty of care to the company. The management and control of the company may be placed in the country where the directors reside. This may have important implications in legal proceedings and in taxation matters.

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.

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.

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. Anyone over 18 years old who has not been disqualified in some way to take on a role with great responsibility can be appointed. A power of attorney is issued by the directors of the company. If a Seychelles director is asked to issue a power of attorney he or she will first carry out some due diligence 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 investment 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. The attorney in this case will be able to do almost anything in the name of the company. Professional directors much prefer to issue special power of attorney rather than a general power of attorney and will charge extra for a general power of attorney. 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 appointment) 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 – the directors must be informed of everything.

No. The International Business Companies Act 2016 (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 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 fulfil some of the company secretarial duties but we are not the Company Secretary. We are happy to prepare most statutory resolutions and other simple documents for free and we are happy to help the overseas company secretary out if one is appointed.