The CSL (Company Special Licence) is a Seychelles domestic company (incorporated under the Companies Act 1972), which is granted a special licence under the Companies (Special Licence) Act 2003 (“the CSL Act”).

Unlike the Seychelles IBC (which is a tax exempt entity and a non-resident for Seychelles tax purposes), the CSL is a tax resident of the Seychelles and may carry on “permitted” business inside as well as outside of Seychelles. However, the permitted business requirements are such that CSL status is only granted where the Company is to hold investments, or provide services to clients, outside of Seychelles.

The CSL has substantial appeal (particularly to international groups), as a tax-efficient vehicle for permitted uses under the CSL Act including, in particular, use as an intermediary holding company, to hold and license out intellectual property or as a services company (eg. management, consultancy, etc).

Fiscal advantages

• A CSL is liable for Seychelles business tax at the rate of 1.5% on its world-wide taxable income (which, when a CSL is accessing a Seychelles Double Taxation Avoidance Agreement, may be fully avoided when tax credits apply – for example, if not less than 1.5% foreign withholding tax has been paid in respect of income received by a CSL). “Taxable income” means assessable (gross) income less allowable deductions.
• A CSL is exempt from Seychelles withholding taxes on dividends, interest and royalties
• A CSL is exempt from stamp duty on property transfers, share transfers and other business transactions
• The fiscal exemptions granted to a CSL under the CSL Act shall be guaranteed for ten years from the date of incorporation of a CSL and shall continue in force thereafter unless otherwise provided for by written law (the statutory guarantee period is anticipated to be extended to 20 years)
• The CSL (unlike the IBC) has access to Seychelles' steadily expanding network of double taxation avoidance agreements (“DTAs”) – including China, Thailand, Indonesia, Malaysia, Cyprus, South Africa, Botswana, Mauritius, Oman, etc. Details of any specific Seychelles DTA are available upon request. Seychelles DTAs with China and Indonesia are particularly attractive in terms of available tax relief.

Directors

• Minimum number of directors: 2
• Corporate directors permissible: no (only “natural” persons)
• Local director requirement: no (However, having all or a majority of Seychelles resident directors, is essential where a CSL intends to access a Seychelles Double Taxation Avoidance Agreement)
• Publicly accessible records of directors: yes
• Location of directors meetings: anywhere

Shareholders (members)

• Minimum number of shareholders: 2
  (Government is reviewing and it is anticipated that the minimum shareholder requirement will be reduced to 1)
• Corporate shareholders permissible: yes
• Local shareholder requirement: no
• Location of shareholders meetings: anywhere
• Details of shareholders are required to be filed with the Seychelles Government Registry, however such information is not publicly accessible

Beneficial owners (clients)

• Details of beneficial owners are required to be filed with the Seychelles Government Registry, however such information is not publicly accessible
• Shares may be held by a nominee on behalf of beneficial owner client (provided the beneficial owner’s details are also disclosed)

Company Secretary

• Seychelles resident Licensed Company Secretary required

Share capital

• Standard currency: USD (but any other convertible currency is permitted)
• Registered shares (Bearer shares not permitted)
• At least 10% of the authorized share capital must be issued and paid up. Therefore and unless a client requires a higher share capital, “standard” authorized capital is $100 comprising 100 shares of $1 each; of which not less than 10 shares being issued and paid up on subscription

Accounts and returns

• Audit requirement: yes
• Requirement to file annual audited accounts: yes
• Requirement to file annual company return: yes
• The filed Accounts and company return are not publicly accessible

Miscellaneous

• Confidentiality: use of nominees is permitted, and whereas shareholder and beneficial ownership name and address are required to be disclosed to the Seychelles Government Registry, such information is subject to strict confidentiality obligations on the Registrar and will not be accessible pursuant to any public search of the Registry
• A CSL is required to have a registered office and a licensed Company Secretary in Seychelles
• A Company Seal is optional
• A CSL is required to hold an Annual General Meeting
• Trading restrictions: A CSL may carry on permitted business inside as well as outside of Seychelles, as authorized by its “special licence” and the objects clause of its Memorandum and Articles of Association. Certain activities may not be carried out by a CSL without the appropriate additional licence – such as mutual fund activity
• A Seychelles CSL has the same powers as a natural person, including the right to sue and be sued. It is a separate legal entity with limited liability and has perpetual existence
• Provision for "redomiciliation": a foreign company or Seychelles IBC may be continued as a CSL - and a CSL may redomicile to another jurisdiction
• A CSL’s name must end in the suffix, “LIMITED”, to denote limited liability
• A CSL is a Seychelles resident for taxation purposes
• Any charge, mortgage or other security interest created by a CSL over its assets is required to be registered pursuant to the provisions of the Companies Act 1972 (sections 92 and 93)
• A CSL is required under the Companies Act 1972 to maintain various registers at its registered office, including a Register of Members and a Register of Directors and Secretaries.