Seychelles

Types of Companies

The vast majority of companies formed in the Seychelles for offshore purposes are incorporated under the International Business Companies Act 1994. However this law did not supersede the existing Companies Law 1972, which is based on English law and is used to form various types of company used by businesses trading in the Seychelles, and also for offshore businesses which are not permitted to use the IBC form, such as banks, insurance companies and mutual funds.

Companies formed under the Companies Act 1972 can be private companies limited by shares, by guarantee, or hybrid; or they can be unlimited, but that is rare. Public companies can also be formed under the Act. For all these types of company, Memorandum and Articles of Association must be filed at the Companies Registry, along with the registration fee.

Foreign companies can re-establish themselves in the Seychelles by way of continuation without the necessity for reciprocal arrangements in the original country of incorporation. An IBC wishing to leave the Seychelles may do so.

In 2003, the government legislated for additional types of company: Special Licence Companies, Protected Cell Companies and Limited Partnerships.

International Business Company

The International Business Company is the most widely used vehicle for offshore operations in the Seychelles; it normally takes the form of a private company limited by shares, but can also be a Limited Life Company. The governing legislation is the International Business Companies Act 1994. Statutory requirements are minimal, and flexible:

• Only one director and one shareholder are required
• Shareholders, directors and officers need not be resident in the Seychelles and there is no stipulation as to their nationality
• There is no minimum capital requirement; shares may be either registered or bearer and may be issued in any currency
• Accounts need not be kept; however, if they are kept there is no requirement for an audit
• No returns are needed of shareholders, directors or officers
• Shareholders and directors meetings need not be held in the Seychelles and can be held by telephone
• The Memorandum and Articles of Association are the only documents to be held on the public record.

IBC status is granted subject to certain conditions:

• No business may be transacted with residents of the Seychelles
• No ownership interest in real property in the Seychelles is permitted; property may be leased for office use only
• Banking or trust business may be carried on only if an appropriate license is issued
• Likewise, a licence is required to carry on insurance or re-insurance business
• Engaging in the business of company management or providing registered facilities for Seychelles-incorporated companies is not permitted.

IBCs are permitted various activities within the Seychelles without compromising their offshore status under the Act; these include:

• professional contacts with lawyers, accountants etc
• preparation and maintenance of books and records
• the holding of directors' or shareholders' meetings
• ownership of shares in other Seychelles companies, whether under the Act or the Companies Act 1972
• ownership of Government or Central Bank securities
• ownership of a vessel registered in Seychelles.

It is usual to use a registered agent in the Seychelles to incorporate an IBC (eventually it is obligatory to appoint one anyway). Fees for incorporation of an IBC are based on the company's authorised share capital. Normally, the incorporation process takes no more than one day; however, for banks, trust companies and insurers the process is lengthier.

Statutory incorporation fees used to be $100 for capital up to $100,000, and $1,000 for capital over $100,000. However, there is no longer any increase in licensing fees for share capital above $100,000. Share capital is unlimited.

The annual renewal fees are also set at $100, but are subject to a 7.5% tax. These fee levels are fixed for the life of the company, whatever changes may be made for new companies.

Seychelles Special Licence Company

Special Licence Companies (CSL) are formed under the Companies (Special Licence) Act, 2003 (the Act). Unlike the IBC, a CSL may carry on permitted business inside as well as outside of Seychelles. The CSL entity is a Seychelles domestic company (under the Companies Act 1972), which is granted a special licence under the Act. A CSL has substantial statutory tax advantages including access to the Seychelles Double Tax Agreements, of which that with China is of particular current interest.

Key features of the CSL are as follows:

• A CSL may carry on any business as permitted under the Schedule to the Act - including as an international holding company, a headquarters company, a franchise company, a marketing company, a company holding intellectual property, an investment company, etc.
• Bearer shares are not permitted
• Nominee shares are permitted, but the name and address of beneficial owner is required to be disclosed to the Registrar of Companies. This information is not made publicly available by the Registrar
• Foreign shareholders are permitted
• There is a minimum of 2 Directors, who may be located outside of the Seychelles
• A Seychelles-resident Company Secretary is required
• Directors' or shareholders' meetings can be held anywhere, including by telephone or video-link
• An annual company return and audited accounts must be filed
• There is provision for "re-domiciliation" - a foreign or Seychelles IBC may be continued as a CSL - and an CSL may re-domicile to another jurisdiction.

Limited Partnership

Limited Partnerships (LP) are formed under the Limited Partnership Act, 2003 (the Act). An LP has substantial statutory tax advantages including the ability to receive income from sources outside of the Seychelles and distribute such income to foreign partners without incurring a Seychelles tax liability. A Seychelles LP is highly-suitable for international joint venture activities.

Key features of the LP are as follows:

• The LP is required to have one or more general partners who are liable for the debts of the LP, and one or more limited partners who are not so liable in most circumstances
• At least one general partner must be a Seychelles person (either a resident individual or an IBC or domestic company or CSL or an LP)
• A Seychelles registered office is required
• An LP shall not carry on business in Seychelles, except to the extent necessary for the carrying on of the LP's business outside of Seychelles
• An annual certificate must be filed verifying compliance by the LP with the provisions of the Act.

Protected Cell Company

Protected Cell Companies (PCC) are formed under the Protected Cell Companies Act, 2003 (the Act). A PCC is a Seychelles domestic company that has the right to create one or more identifiable cells so as to segregate and protect cellular assets as permitted under the Act. While each cell created by a PCC is separately identifiable and may have its own cellular assets, no cell will constitute a legal entity separate from the company (ie. only the PCC is a separate legal entity).

The Directors of a PCC have a duty to keep cellular assets separate from non-cellular assets, and to keep the assets attributable to each cell separate from the assets attributable to other cells. Liabilities attributable to a particular cell of a PCC cannot attach the assets of other cells.

As in other jurisdictions, the PCC has particular use and appeal for captive insurance and collective investment scheme applications. It is likely that approval will be limited to these areas and for non-domestic business only.

Trusts

The International Trusts Act 1994 established, for the first time, a regime for international trusts in the Seychelles; it does not provide for domestic trusts. The Act was drafted after a thorough study of current practice in a number of leading offshore jurisdictions. Under the Act, the Seychelles International Business Authority (SIBA) is appointed as the regulatory body for trusts, alongside the Court.

The following are some of the key features of the Seychelles Trust regime:

• An international trust may be created in writing, by will or by oral declaration; deemed trusts are admitted, as are those resulting from a decision of the Court
• Purpose trusts are permitted
• The settlor must reside outside the Seychelles for the duration of the trust; at least one trustee must reside in the jurisdiction, but this trustee may be an IBC, which shall not thus be deemed as resident; an IBC may therefore be a settlor
• The trust property may not include any Seychelles movable or immovable propert.
• The names of settlors and beneficiaries are confidential under the Act, unless a Court orders disclosure under the Anti-money Laundering Act
• The standard perpetuity period is 100 years; but it does not apply to purpose trusts
• The accumulation of income is permitted
• Forced heirship judgements are specifically excluded.

An international trust is exempt from tax in the Seychelles; a registration fee of $100 is payable to SIBA. Registration of trusts must be carried out by one of the two licensed trustees currently operating in the Seychelles.