Company Formation Survey 2008


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		1. Company law:	International Business Companies Act 1994 as amended by the International Business Companies (Amendment) Act, 1995 and subsequently in 2000 and 2005. IBCs are the principal vehicle for International Transactions and are similar to the IBCs found in the Caribbean, such as BVI. Low tax companies (Companies Special Licenses Act 2003) with DTA access, based on the Companies Act 1972 are taxed at 1.5% in respect of their taxable income. Protected Cell Companies, Limited Partnerships and International Trusts are also available under their respective legislation.
		2. Types of company:	IBCs must operate outside Seychelles. However, these companies may invest in shares in local companies or they may buy government bonds in Seychelles. IBCs are treated as not doing business in Seychelles if they own or manage vessels registered in the Seychelles in accordance with the Merchant Shipping Act 1994.
		(a) type of company preferred for international transactions:	IBCs are the most popular unless operations take place in Seychelles International Trade Zone (SITZ). For offshore operations requiring treaty benefits, the CSL is the preferred vehicle. Special Licence Companies and Limited Partnerships may set up an office in Seychelles for the purpose of doing business outside of Seychelles. The PCC is the vehicle for offshore insurance, mutual funds and other approved collective investment schemes.
		(b) shareless companies:	An IBC’s capital is divided into shares, but share certificates need not be issued, if so provided in the Articles.
		3. Capital requirements:	There is no minimum share capital requirement and the capital may be denominated into any currency; consideration for shares may be any valuable consideration.
		4. Costs to incorporate, excluding government fees:	Corporate service providers charge their own fees to incorporate a company and these depend on the level of service required. They may range from USD300 to USD2,000.
		5. Fees paid to authorities to incorporate:	Incorporation fees paid to the Registrar in respect of IBCs are controlled by regulation and are as follows: USD100 irrespective of the authorised share capital.
		6. Annual fees paid to authorities:	The CSL application fee is USD200 with an annual licence fee of USD1,000. The annual return filing fee is USD200. The PCC application fee is USD200 with an annual licence fee of USD1,000. There are no individual cell fees. The annual renewal fee is the same as above. An important feature of the Seychelles IBC Act is that the incorporation fees are fixed for life. Should the annual renewal fees be increased in future, a company incorporated before such an increase came into effect will not be affected adversely. If the fees were decreased, however, the same company would be entitled to pay the reduced amount.
		7. Taxation rates applied to companies generally:
		(a) the taxation of companies in 2 (a)	IBC and SITZ companies are not subject to taxes. CSL companies are subject to 1.5% tax on global income and PCC companies are exempt from tax if their insurance or mutual fund activities are licensed by a Seychelles Authority.
		8. Method of incorporation:	This is done through a locally licensed corporate service provider. Applicants normally submit the name of the desired IBC to a corporate service provider, which seeks approval. The decision is granted instantly. A wide range of suffixes indicating incorporation is available. Once the Memorandum and Article of Association are presented to the Registrar and these comply with the law, a Certificate of Incorporation is issued. The certificate is prima facie evidence of compliance with all the requirements of the Act. The Registry is automated, hence incorporation may be carried out within 24 hours. A licensed corporate service provider can also lodge PCC applications. CSL applications are done through a secretary that has to be a resident or a body corporate incorporated in Seychelles.
		9. Who may incorporate - specify what, if any, local representatives/ professionals required?	Only approved corporate service providers licensed in accordance with the International Corporate Service Providers Act 2003.
		(a) are ready made companies available?	Shelf companies are available from corporate service providers.
		10. Length of time to incorporate:	IBCs are incorporated within 24 hours (Monday to Friday) whereas for other company formation such as PCCs and CSLs, it may take up to 5 working days.
		11. Minimum members:	An IBC need only have one member. CSLs and PCCs are required to have a minimum of 2 shareholders, 2 directors and one secretary.
		12. Registered office:	The registered office must be physically in Seychelles; the share register must be kept at a registered office.
		(a)Can the registered office be a bank/ lawyer/ accountant's office (brass plate)?	A bank, lawyer or accountant’s office can serve as the registered office. No brass plate offices are allowed.
		13. Directors and secretary:	Directors and secretary do not need to be resident for IBCs. In respect of CSLs and PCCs, the secretary has to be a resident or, if a body corporate, it must be incorporated in Seychelles.
		(a) Must a director/ secretary be resident?	Yes.
		(b) Are Corporate Directors allowed?	IBC: Yes; CSL: No.
		14. Appointee directors/ secretary possible?	Appointee directors possible, as are corporate directors.
		15. Amount of fees payable to appointee directors/ secretary:	Fees payable are subject to negotiation; they are not regulated.
		16. Meetings:	Meetings are regulated by the directors who determine policy in meetings. Meetings in Seychelles are not essential and members and directors telephone meetings are possible.
		17. Annual return:	Annual returns are not required for IBCs. However this is required in respect of CSLs and PCCs. Nevertheless, the annual return of the CSL is kept with the Seychelles International Business Authority under confidentiality rules and is not in the public domain.
		(a) Must financial statements of a company be audited?	Financial statements need not be audited for IBCs. In respect of CSLs and PCCs, financial statements must be audited.
		18. Is disclosure of profits required by filing balance sheets with annual returns?	CSL companies are required to disclose profits which are restricted from public access, however disclosure is not required by IBCs as annual returns do not have to be filed.
		19. Are there any exchange control or other financial restraints imposed upon a company?	No exchange control or other financial controls are imposed.
		20. Companies formed in the last year:	IBCs: 10 295; CSLs: 36; LPs: 1 (December 2007).
		21. Number of companies on the company register altogether:	IBCs: 43,456; CSLs: 113; LPs: 7; PCCs: 1 (December 2007).
		22. How, if any, is migration into and out of the jurisdiction achieved?	Migration into Seychelles is possible on filing of Articles of Continuation, Memorandum and Articles of Association and a certificate of good standing or its equivalent. Migration is also available under the CSL Act.
		23. Is migration out of your country provided for?	Yes.
		24. Any amendments to company law over the last 12 months:	New laws enacted in respect of: Mutual and Hedge Funds Act 2008; Insurance Act 2008; and the Securities Act 2007.
		25. Anticipated amendments to company law over the next 12 months:	The IBC Act 1994, the International Corporate Services Provider Act 2003 and the Companies (Special) Licences Act 2003 are expected to be amended.
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