Miami Offshore Services has recently added the offshore jurisdiction of Seychelles to its portfolio. One of the key benefits with this jurisdiction, as with Belize, is that it has not signed any “information sharing agreements” with any other countries or entities nor is it subject to the EU Savings Tax Directive (please read more under privacy below).
Seychelles IBCs becoming very popular and versatile offshore corporation options. They are tax-free, have no reporting requirements and require only a minimum of record keeping. There is also an impressive level of confidentiality that the Seychelles IBC provides.
Seychelles IBCs are similar to BVI IBCS which have traditionally been one of the most popular international business structures. The popularity of this structure has been growing rapidly with more than 30,000 Seychelles IBCs registered since the structure was first brought on the scene in 1994.
Victoria, Seychelles, Government Buildings
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Some of the most important advantages and rules for a Seychelles IBC are as follows:
Taxes
Seychelles IBCs are not subject to taxes or duty on income or profits. In addition, a shareholder is not taxed any income derived from the IBC.
In order for a Seychelles IBC to meet the tax free requirement it must not pursue any business within the territory of the Seychelles other than if they enter into business with another Seychelles IBC.
To qualify for a Seychelles IBC the following rules must be met:
1. A Seychelles IBC cannot conduct business in the Seychelles.
2. A Seychelles IBC cannot own real estate in Seychelles.
3. A Seychelles IBC cannot conduct banking, insurance or registered agent business unless they are in possession of the specific license.
So what can a Seychelles IBC do?
1. It can maintain a Seychelles based bank account.
2. It can maintain its books and records within the Seychelles.
3. It may hold directors meetings in Seychelles.
4. It may lease real estate in Seychelles that can be used as an office to keep company books and records as well as communicate with members of the company.
5. It can conduct a professional relationship in Seychelles with attorneys, accountants, trust and management companies, investment advisers, etc.
6. It may hold shares or other securities in another Seychelles IBC or in a Seychelles domestic company.
7. It may own a boat or aircraft that is registered in the Seychelles.
8. A resident of Seychelles may also own shares of a Seychelles IBC.
Privacy
Another very important feature of a Seychelles IBC is the level of privacy provided. This is particularly important with the changing rules of offshore jurisdictions. The information associated with the company’s beneficial owners, directors or shareholders are not made available in any public records. When a new company is registered, The Registrar of Companies does not require any information on the actual beneficial owner of the company. This information is only kept and known to the registered agent for the company and is kept in complete confidentiality. In addition all corporate files such as the Register of Members, Register of Directors, Minutes and Resolutions, etc., are kept in strict confidentiality at the registered agent’s office.
There are two documents that are kept in public record but neither has any information as to who the actual shareholders or beneficial owners of the company are. Those documents are Memorandum of Association and Articles of Association.
One of the strengths that Seychelles brings as an offshore jurisdiction is they have yet to share or report any information to any other governments or organizations. At this time there are no plans to change that as client privacy is one of the benchmarks of the Seychelles IBC. The government takes the offshore industry very seriously as it is one of major economic bases and there is an interest in continuing to grow the offshore industry even further.
Government Fees
Seychelles IBCs have another benefit – the government fees are the same regardless of the amount of authorized capital, paid up capital, or number of shares. The government fee is $100 to register the IBC and is the same yearly fee thereafter.
This is quite different from many other offshore jurisdictions that mandate much higher registration fees when the authorized capital of the IBC exceeds a particular amount – typically the capital threshold is $50,000 or $100,000.
No Minimum Capital Required
A Seychelles IBC is not required to have any minimum paid-up capital before starting business operations. Any amount of authorized capital can be stated in the IBC formation documents, as required by the owners.
No Financial Reporting
There are no requirements for a Seychelles IBC to file financial statements.
Corporate Structure
The shareholder/director requirements are minimal – only one shareholder and one director, both of whom may be the same person. There is no requirement for a local director or shareholder and a foreign individual or corporate entity can be shareholders or directors. Except for the director, there is no requirement to appoint any other officers.
The shareholders, directors and officers of a Seychelles IBC may be individuals or corporations and any nationality. There is no requirement for an annual general meeting nor do the shareholder’s or director’s meetings need to be held in Seychelles as meetings can be conducted by telephone or by electronic meetings or it is possible to vote with proxy votes.
Registered Shares / Bearer Shares
Both registered shares and bearer shares are available with a Seychelles IBC and there are a variety of different ways the shares may be mandated such as voting shares, non-voting shares, no par value shares, common shares, etc.
The ability to choose bearer shares is a strong benefit for a Seychelles IBC. Unlike many other jurisdictions there are no requirements about where the shares must be held or how they may be used. The transfer of shares is quite simple – the share certificate document is transferred from the current owner to the new owner.
Name Restrictions
Seychelles IBCs cannot have any name that is identical to the name of an existing Seychelles company nor can the name be so similar as to seem to be the same company.
It is not possible to use the following in the name of any Seychelles IBC - Assurance, Bank, Building Society, Chamber of Commerce, Chartered, Cooperative, Imperial, Insurance, Municipal, Trust, Foundation, or any word conveying a similar meaning, or any name that includes anything related to the word Government
The end of the name on a Seychelles IBC includes a variety of popular choices including such words as Limited, Corporation or Incorporated; the words Societe Anonyme or Sociedad Anonima; the abbreviation Ltd, Corp, Inc, or S.A. or several words or abbreviations. In fact, there really are a wide range of options when naming a Seychelles IBC.
If you are interested in learning more about how a Seychelles IBC could work for your company, please contact Miami Offshore Services at 786-472-1889 or by email
