Directors

• Minimum number of directors: 1
• Corporate directors permissible: Yes
• Seychelles director requirement: No
• Public filing of director details: No
• Public access to director details: No
• Location of Directors meetings: Anywhere
• Directors may attend meetings via telephone or other electronic means

Shareholders (members)

• Minimum number of shareholders: 1
• Corporate shareholders permissible: yes
• Seychelles shareholder requirement: No
• Public filing of shareholder details: No
• Public access to shareholder details: No
• Location of shareholders meetings: anywhere
• Shareholders may attend meetings via telephonic or other electronic means

Beneficial owners (clients)

• Details of beneficial owner(s) are not publicly accessible, as beneficial owner details are not required to be filed with any Government office in Seychelles
• Shares may be held by a nominee on behalf of the beneficial owner(s)

Share capital

• Standard authorised share capital is US$1,000,000 (though any amount is acceptable, subject to client requirement)s
• Standard minimum issued capital is US$1
• The standard currency is the United States Dollar, but any other convertible currencies are permitted
• The International Business Companies Act 1994 (the “IBC Act”) allows for a Seychelles IBC to issue registered and/or bearer shares (although, if so required, an IBC’s Memorandum and Articles of Association (“Memo & Arts”) may prohibit issuance of bearer shares)
• The IBC Act requires that all issued shares be paid-up – ie. issued in exchange for payment to the Company in cash or other valuable consideration, of such amount as the directors may determine but which cannot be less than the par value per share
• Subject to its Memo & Arts, a Seychelles IBC may issue a share certificate to a shareholder, which shall be signed by a director or other duly authorised officer of the company.

Accounts and returns

• Requirement to file annual Accounts: no
• Audit requirement: no
• Publicly accessible Accounts: no
• Requirement to file annual company return: no
• An IBC shall keep such accounts and records as the directors consider necessary to reflect the financial position of the company.

Registered Agent

• A Seychelles IBC is required by law to have a Registered Agent in Seychelles (which must hold a current licence to provide international corporate services from the Seychelles International Business Authority). All documents relating to the IBC must be filed with the Registry by its Registered Agent.
• Subject to a company’s Memo & Arts, the Registered Agent can be changed by passing a directors’ resolution.

Registered Office

• A Seychelles IBC is required by law to have a Registered Office in Seychelles
• Subject to a company’s Memo & Arts, the Registered Office can be changed by passing a directors’ resolution.

Company Secretary

• Appointment of a Company Secretary is optional

Company Seal

• Optional

Statutory Registers

• A Seychelles IBC must maintain:
  (i) A Register of Shares (including required particulars of shares, shareholders and share transfers); and
  (ii) A Register of Directors and other company officers.
• An IBC shall keep either the original or a copy of such Registers at its Registered Office. If only a copy is kept at the Registered Office, the IBC shall inform the Registered Agent in writing of the address of the place where the original Registers are kept and of any change in the content of such Registers.

Minutes & Resolutions

• All Minutes and Resolutions must be kept at the Registered Office or at such other place as the directors’ determine provided they inform (in writing) the Registered Agent of the address of such other place.

Miscellaneous

• A Seychelles IBC 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.
• Continuation / migration of IBCs to or from Seychelles: yes
• A Seychelles IBC is not a Seychelles resident for taxation purposes. A Seychelles may not access a Seychelles Double Taxation Avoidance Agreement.
• A Seychelles IBC name must end in an approved suffix to denote limited liability: including “Limited”, “LTD.”, “Corporation”, “Corp.”, “Incorporated”, “Inc.”, “Société Anonyme”, “S.A.”, “Namloze Vennootschap”, “Berhad” or their abbreviations. The full list of approved suffixes is available (part 3 Schedule to the IBC Act).

• IBC name restrictions:

  It is prohibited for a Seychelles IBC name to contain words such as “Assurance”, “Bank”, “Trust”, “Building Society”, “Cooperative”, “Chamber of Commerce”, “Chartered”, “Insurance”, “Imperial”, “Municipal” or “Foundation” or which suggests the patronage of any Government. It is prohibited to use a name already in use or any names deemed by the Registrar to be indecent, offensive or misleading. The following words are prohibited as IBC names unless evidence of the appropriate licence or permission is provided: “Casino”, “Fund”, “Securities” and “University”.

• IBC trading restrictions:

  a Seychelles IBC cannot carry on business in Seychelles (limited statutory exceptions include maintaining records and a bank account in Seychelles, holding company meetings, and engaging local advisors, etc). An IBC is prohibited from carrying on the business of banking, insurance or reinsurance, and cannot provide registered office facilities in Seychelles for other companies. A Seychelles IBC cannot own Seychelles real estate.

• Language of IBC name:

  while normally in English, an IBC name can also be registered in any language; this requires a translator’s certificate (English or French translation and transliteration). It is also possible to have bilingual Memo & Arts documentation in English or French and any other language.