FAQs

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 – A.C.T.) of where they keep their original 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. Note that since 2021, all IBCs are required to lodge at least copies of all their records with their registered agent in Seychelles.

Yes. It has always been 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. An IBC must keep such records for 7 years. The registered agent will keep copies of the records it has received in Seychelles, for 7 years.

Since 2021, Seychelles IBC have been required to lodge their accounting records with their registered agent in Seychelles (that’s us – A.C.T.). IBC must lodge their transactional documents (aka substantiating documents or supporting documents) e.g. bank statements, invoices, expense vouchers, receipts, accounts ledgers, and contract and agreements etc that would be used for preparing financial statements. IBCs must also prepare a financial summary, which is a simplified form of financial statements. Small pure asset holding IBCs are exempted from the financial summary requirement, but it is recommended that they prepare it for lodgement in Seychelles.

Yes, if it earns Seychelles-sourced income. Since the 1st January 2019, a Seychelles IBCs is subject to Seychelles Business Tax on its net income (profit) for a fiscal year. If it does not have Seychelles-sourced (net) income, there would be no tax liability in Seychelles, and until an IBC does so or expects to, it does not have to register with the Seychelles Revenue Commission. Note that in certain circumstances, particularly where an IBC is part of a multi-national group, foreign-derived passive income may be deemed to be Seychelles-sourced if substance requirements have not been met. IBCs that are or will be part of a multi-national group and which will therefore be covered by Seychelles substance rules (called “covered” companies) must obtain guidance from a tax professional as early as possible e.g. during the setup phase. Seychelles business tax is charged at 15% on the first million Seychelles Rupees of net income (profit), and 25% on the remainder.

No it is not a requirement but it may be an advantage to have one, particularly if an IBC is part of a multi-national group and it earns foreign passive income.

Yes an IBC can have its own offices in Seychelles. It can lease its own offices but if it carries out income generating activities from Seychelles, it may generate Seychelles-sourced-income and be taxed on the resultant profits. Where an IBC earns foreign passive income it may still have an office 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.

Yes. However, before an IBC may acquire an interest in land or buildings in Seychelles, government sanction (approval) must be obtained and a fee must be paid to government. Some business activities require a licence, which the IBC would have to apply for.

The 2 types of companies are increasingly similar, but a domestic company still needs 2 directors instead of one (who must be individuals) and 2 shareholders instead of one. 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. The Registrar of Companies operates the registry for domestic companies whereas the FSA operates a more modern and efficient registry for the IBC. IBC name application can be done in less than 1 hour and registration can be completed within a day, whereas name application for a domestic company can take several days, and registration of a company can take 2 to 3 weeks.

There are three main types 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 option for international business and is used for most activities. Because an IBC will usually have minimal activity in Seychelles and because it will not usually derive Seychelles-sourced income, it is not automatically registerable for tax purposes in Seychelles, and it does not have to file tax returns unless is registers voluntarily. It is typically used as a holding entity, or for a special purpose (as a special purpose vehicle) e.g. to receive and extinguish toxic assets. It can be used for Seychelles business, but the local market rarely opts for it. 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 popularly used 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 a tax liability only if you derived income from a source in Seychelles, or if the company was part of multi-national group, and it derived foreign passive income without having sufficient substance 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 possibly the vehicle to explore. It can also benefit from the double taxation avoidance agreements (DTA) that Seychelles has with many fast-developing countries in Asia and Africa.

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, and important original documents can follow by post or courier.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 or an special purpose vehicle. If you will have very complex financial transactions and arrangements and you will require the sophisticated services of lawyers or accountants in places like London, New York, other offshore financial centres may be more viable. It can also be more challenging in some jurisdictions to open a bank account for a Seychelles IBC.