International Business Company (Company limited by shares)
Seychelles is a popular offshore financial center and a growing international company formation market.
Companies incorporated under the International Business Companies Act benefit from one of the quickest company formation worldwide and the lowest annual government fees.
International Business Companies are considered resident for tax purposes in Seychelles but are subject to a territorial tax system, whereby income accrued from foreign-sources is not subject to taxation.
To incorporate a Seychelles IBC, only one shareholder and one director is required, who can be either an individual or a corporation and may be non-resident.
IBCs are not required to file an annual return or financial statements, as long as they do not derive income from within Seychelles.
Seychelles offshore companies are commonly used for estate planning, wealth management, cryptocurrency business, as well as a holding company and to conduct international trading.
Legal
Country code – SC
Legal Basis – Mixed (Civil and Common law)
Legal framework – International Business Companies Act, 2016 (As Amended)
Company form – International Business Company (IBC) (Company limited by shares)
Liability - The liability of the shareholders for the company is limited to the amount of their respective shareholdings.
Share capital – There is no minimum authorized, subscribed and paid-up capital required and it may be denominated in any currency. The amount of the authorized capital can be freely determined at incorporation.
Shares may be issued as registered shares only, and any of these may be designated as voting shares, non-voting shares, shares having more or less than one vote per share, shares that may be voted only on certain matters or upon the occurrence of certain events, shares that may be voted only when held by persons who meet specified requirements, no par value shares, unnumbered shares, common shares, preferred shares, redeemable shares and shares that entitle participation only in certain assets.
A Seychelles IBC may not issue bearer shares.
Shareholders – An IBC may be formed by a minimum of one shareholder who can be either natural or legal persons, residents or non-residents, without restrictions. Details of shareholders are not publicly disclosed.
Directors – At least one director is required, who may be a natural person or a legal entity, resident or non-resident, and who may be the sole shareholder. Details of directors are not available to the public.
Secretary – The appointment of officers such as a secretary is optional, and may be an individual or a corporation, resident or non-resident.
Registered Address – An IBC must have a registered office in Seychelles, provided by the registered agent of the company.
General Meeting – Annual general meeting of shareholders is not mandatory and can be held anywhere. Meetings can be held by telephone or other electronic means; alternatively, directors, as well as shareholders, may vote by proxy.
Electronic Signature – Permitted.
Re-domiciliation – A foreign entity can be re-domiciled as a Seychelles IBC, and vice versa.
Compliance – All IBCs must maintain accounting records that reflect the financial position of the company and each transaction. There is no requirement to submit accounting records to any authority in Seychelles. Copies of the accounting records must be kept in the registered office in Seychelles for 7 years, for authority inspection
“Accounting records” are defined as the documents related to the company’s assets and liabilities, receipts and expenditures and the sales, purchases and other transactions to which the company is a party. Accounting records include any documents underpinning a transaction (bank statements, receipts, invoices, contracts etc.).
- Copies of accounting records relating to transactions or operations in the first half (January to June) of a calendar year must be kept in Seychelles by July of that year;
- Copies of accounting records relating to transactions or operations in the second half (July to December) of a calendar year must be kept in Seychelles by January of the following year.
- is a company that has no trade or business operations of its own but holds interests in other companies or assets; and
- whose annual turnover of the company is over SCR 50 million (around USD 3.5 million).
Financial statements are not required to be filed and there is no requirement to file annual or tax return for Seychelles IBCs doing business outside of Seychelles.
If an IBC does business in Seychelles, it must notify the Revenue Department, file financial statements and tax returns and pay local taxes.
- Shareholders not disclosed
- Directors not disclosed
- Corporate shareholders permitted
- Corporate directors permitted
- Local director required
- Secretary required
- Local secretary required
- Annual general meetings required
- Redomiciliation permitted
- Electronic signature
- Annual return
- Audited accounts
- Audited accounts exemption
- Exchange controls
- Mixed (Civil and Common) Legal basis
- 1 Minimum shareholders
- 1 Minimum directors
- - Minimum issued capital
- - Minimum paid up capital
- USDAny Capital currency
- Anywhere Location of annual general meeting
- 2017 AEOI
Taxes
Corporate income tax – Income derived from a local source is subject to tax, whereas foreign-sourced income is exempt from taxation.
If an IBC does business with Seychelles residents, it must notify the Registry, file annual audited accounts and tax returns and pay local taxes.
Dividends, interest, royalties or other payments made by Seychelles IBCs would be exempt from taxation as long as are derived from income that is not sourced in Seychelles. There are no capital gains taxes in Seychelles.
However, for companies that are part of a multinational group:
- foreign-sourced active income (e.g. commercial income) is exempted in Seychelles only if it arises from a registered permanent establishment overseas (e.g. branch office), meaning that income is subject to taxes overseas
- income arising from IP assets is subject to taxes in Seychelles, regardless of the source, except for the income from research and development activities in Seychelles
- passive income (dividends, interest, capital gains) would be exempt from taxation as long as the company has economic substance in Seychelles
IBCs are exempt from stamp duty on the formation of a company, transfers of property to or by a company, transactions in respect of the shares, debt obligations or other securities of a company; the creation, variation or discharge of a charge or other security interests over any property of a company; and other transactions relating to the business or assets of a company. However, transactions with instruments related directly or indirectly to Seychelles real estate will be subject to stamp duty.
Other taxes – In Seychelles, there is no capital gains tax, real property tax, inheritance tax or estate duty, capital transfer tax, gifts tax or wealth tax. The main tax on resident individuals is income tax on their income accrued in Seychelles at a maximum rate of 15%.
There is VAT at 15% levied on the local supply of goods and provision of services.
- Offshore Income Tax Exemption
- Offshore capital gains tax exemption
- Offshore dividends tax exemption
- CFC Rules
- Thin Capitalisation Rules
- Patent Box
- Tax Incentives & Credits
- Property Tax
- Wealth tax
- Estate inheritance tax
- Transfer tax
- Capital duties
- 0% Offshore Income Tax Rate
- 25% Corporate Tax Rate
- 0% Capital Gains Tax Rate
- 0% Dividends Withholding Tax Rate
- 0% Interests Withholding Tax Rate
- 0% Royalties Withholding Tax Rate
- 0 Losses carryback (years)
- 5 Losses carryforward (years)
- 0% Personal Income Tax Rate
- 15% VAT Rate
- 41 Tax Treaties
Country details
The Republic of Seychelles is a country member of the Commonwealth, comprised by a group of 115 islands located in the Indian Ocean, to the northeast of Madagascar, with a total surface of 455 sq. km.
It is inhabited by about 100,000 people. Its capital is Victoria, the only city in the archipelago, located on the island of Mahe and inhabited by a third of the population. It has the only international port and airport of the country, which receives flights from the most important international airports worldwide.
Its official languages are English, French and Seychellois Creole, a French-based creole. The Seychellois Rupee (SCR) is its official currency.
The president of Seychelles is the head of state and government. It is elected by universal suffrage for a term of five years.
The Seychelles parliament is unicameral and is called the National Assembly. It is made up of 34 deputies, 25 of whom are directly elected by popular vote in single-member constituencies, and the remaining nine are elected proportionally by the total number of votes to each party.
The main economic sectors are Tourism, with over 300,000 visitors in 2016, fishing and financial services. Other important industries include processing of coconuts and vanilla, coconut rope, construction of boats, printing, furniture, and beverage. The public sector is considerably large employing two-thirds of the labor force.
The financial services sector is the other pillar of its economy, offering offshore banking services, offshore companies registration, registration of investment funds and insurance companies, vessels registration, among others.