This is one of our popular packages with worldwide customers, and includes: -
The registration your offshore Seychelles IBC company from scratch using our registered agent & registered office address, and appoint your own candidates to the roles of a director, and a shareholder;
The standard capital on formation is US$100,000 divided into 100,000 shares valued at no par value or US$1.00 each (it is not required to have all of the shares issued, but a minimum of one share must be issued);
The government and initiation fees for incorporation are included in the price of this package;
The search for an international business company (IBC) name availability, confirmation, and reservation;
The preparation and submission of the memorandum and articles of association of your company;
The provision of a local registered office address and a local registered agent (both of which are statutory requirements in Seychelles) for 12 months are included in the price of this package (our registered agent & office address service are charged annually);
The incorporation of an offshore company in Seychelles usually takes as little as two to five working days from the time that your application and payment are received by Coddan;
To receive an original of the certificate of incorporation from the Companies Registrar usually takes as little as one to two days from the time of incorporation.
The following hard bound copy of corporate documents, will be posted to you upon registration of your offshore Seychelles company: -
The original certificate of incorporation;
A bound copy of the memorandum and articles of association of your company;
The minutes of the first meeting of the board of directors;
A completed register of directors and shareholders;
Share certificates.
Seychelles IBC Premier Package
£ 780.00
Annual Maintenance Fee £560.00
This is another one very popular package with worldwide customers, and includes: -
The incorporation your offshore Seychelles company from scratch using our registered agent & registered office address, and appoint our own candidate to the role of a nominee director, and your own candidate to the role of a shareholder;
The standard capital on registration is US$100,000 divided into 100,000 shares valued at no par value or US$1.00 each (it is not required to have all of the shares issued, but a minimum of one share must be issued);
The government and initiation fees for incorporation are included in the price of this package;
The search for international business company (IBC) name availability, confirmation, and reservation;
The preparation and submission of the memorandum and articles of association of your company;
The provision of a local registered office address and a local registered agent (both of which are statutory requirements in Seychelles) for 12 months are included in the price of this package (our registered agent & office address service are charged annually);
The provision of a nominee director for 12 months is also included in the price of this package (our nominee director service is charged annually);
The formation of a limited company usually takes as little as two to five working days from the time that your application and payment are received by Coddan;
To receive an original of the certificate of incorporation from the Companies Registrar usually takes as little as one to two days from the time of incorporation.
The following hard bound copy of corporate documents, will be posted to you upon incorporation of your offshore Seychelles IBC company: -
The original certificate of incorporation;
A bound copy of the memorandum and articles of association of your company;
The minutes of the first meeting of the board of directors;
A completed register of directors and shareholders;
Share certificates;
Pre-signed, undated letters of resignation from a nominee director;
A power of attorney signed by the nominee director;
An indemnity letter for the power of attorney;
Seychelles IBC Deluxe Package
£ 930.00
Annual Maintenance Fee £755.00
This is our finest package with international customers, and includes: -
The formation your Seychelles offshore company from scratch using our registered agent & registered office address, and appoint our own candidates to the role of a nominee director and a nominee shareholder;
The standard capital on formation is US$100,000 divided into 100,000 shares valued at no par value or US$1.00 each (it is not required to have all of the shares issued, but a minimum of one share must be issued);
The government and initiation fees for registration are included in the price of this package;
The search for international business company (IBC) name availability, confirmation, and reservation;
The preparation and submission of the memorandum and articles of association of your company;
The provision of a local registered office address and a local registered agent (both of which are statutory requirements in Seychelles) for 12 months are included in the price of this package (our registered agent & office address service are charged annually);
The provision of a nominee director for 12 months is included in the price of this package (our nominee director service is charged annually);
The provision of a nominee shareholder for 12 months is also included in the price of this package (our nominee shareholder service is charged annually);
The formation of a limited company usually takes as little as two to five working days from the time that your application and payment are received by Coddan;
To receive an original of the certificate of incorporation from the Companies Registrar usually takes as little as one to two days from the time of incorporation.
The following hard bound copy of corporate documents, will be posted to you upon formation of your offshore company: -
The original certificate of incorporation;
A bound copy of the memorandum and articles of association of your company;
The minutes of the first meeting of the board of directors;
A completed register of directors and shareholders;
Share certificates;
Pre-signed, undated letters of resignation from a nominee director and a nominee shareholder;
A power of attorney signed by the nominee director;
A declaration of trust from the nominee shareholder;
An indemnity letter for the power of attorney;
A nominee agreement which provides for the indemnification of the nominees.
Incorporate in Seychelles: Legal Requirements
An international business company registered in Seychelles cannot trade within Seychelles or own real estate in the jurisdiction of Seychelles.
The company is required to have a registered office address in Seychelles.
The company is required to have a local licensed registered agent in Seychelles.
At least one director must be appointed as a managing director of an international business company.
There is no maximum number of directors.
A director can be of any nationality.
Director(s) can be corporate bodies (another company, trust or a partnership) or private individuals.
At minimum, one shareholder must be appointed, shareholder(s) can be corporate bodies (another company, trust or a partnership) or private individuals.
The same person can be appointed both as a shareholder and a director.
Company officers may be resident outside of the Republic of Seychelles.
The names and addresses of directors and shareholders are not available on the public record.
There is no requirement for appointing a resident shareholder or a local director.
There is no requirement for a resident secretary, but it is advisable.
The minimum paid in and issued capital may be just one share which is fully paid.
Shares can be issued with or without par value.
Shares may be issued in any recognisable currency or in more than one recognizable currency.
A Seychelles registered business companies do not have an obligation to prepare of file financial accounts. However, records must be kept that are sufficient to show and explain the company's transactions; and will, at any time, enable the financial position of the company to be determined with reasonable accuracy.
A Seychelles international business company is exempt from the Seychelles income tax, the same exemption applies to all dividends, interest, rents, royalties, compensations and other amounts paid by a company, and all capital gains realised with respect to any shares, debt obligations or other securities of the company.
Confidentiality is one of the key features of the Seychelles IBC company as details of the company beneficial owners, directors and shareholders are not part of public record. Register of shareholders, register of directors and all minutes and resolutions by the company are kept only at the offices of the registered agent in complete confidentiality.
Offshore jurisdictions are often associated with large corporations and millionaires, but are in fact extremely well suited for small and medium businesses and individuals. An offshore company is formed in a foreign location and is therefore subject to the laws and regulations (or jurisdiction) of that location. The myth that offshore locations are completely unregulated and lawless is untrue; an offshore business is a normal business operating in a normal way; and is subject to many of the same types of laws and regulations as in any other location. Coddan offers a comprehensive range of Seychelles offshore company formation solutions and a wide range of offshore post-formation services designed to support the efficient running of your business.
The republic of Seychelles is an archipelago nation consisting of one hundred and fifteen islands in the Indian Ocean. It is situated sixteen hundred kilometres east of Africa. The official languages of the Seychelles are French, English, and Seychellois Creole. The Seychelles gained independence from the UK in 1976 but remains a member of the Commonwealth in addition to being a member of the Indian Ocean Commission. The economy of the Seychelles is based primarily on tourism and tuna fishing, though the government is encouraging diversification into farming and manufacturing. Foreign investment in tourism infrastructure is also being encouraged by the government. Besides being a beautiful tourist destination, the Seychelles is an attractive offshore location which boasts a stable government and a good history as an effective location for offshore activities.
The main advantages are that profits of an offshore company that are derived from outside the jurisdictional are tax exempt, shares can be issued in either registered or bearer form, and companies and officers enjoy a very high level of confidentiality and anonymity.Moreover, those types of entity based on a domestic company (protected cell companies and special licence companies), pay an extremely low business tax rate while avoiding suspicion of tax evasion in other jurisdiction, and benefit from double tax treaties which the Seychelles has with many countries, including China.
Incorporate in Seychelles - What We Can Do For You
1. There is no minimum paid up capital requirement, and capital may be expressed in foreign currency. 2. A Seychelles international business company may issue bearer shares and shares of no par value; but bearer shares must to be held in the custody of either an authorised or recognised custodian. 3. Subscribers may include an individual, a corporation or a trust; an offshore company may have a nominee shareholder, who can be provided by Coddan. 4. There is a minimum of one director, who can be an individual or a corporation, a Seychelles offshore company may have a nominee director, who can be provided by us. 5. A secretary is not legally required (but can be useful). 6. Each Seychelles offshore company must maintain a registered agent and a local registered office address using licensed agents - these are the only details about an offshore business company that are available on the public file. 7. No meetings are required of directors or members. 8. Directors, secretary and shareholders can be of any nationality. 9. There are no exchange controls for a Seychelles international business companies. 10. Foreign companies may continue (re-domicile) as Seychelles business companies, and vice versa.
The most widely promoted advantage of forming an offshore entity is the minimisation of one's tax burden. Although tax relief is an attractive advantage, there are many reasons why businesses and individuals choose to form an entity offshore: -
Anonymity
There are often sound, legitimate business reasons for an individual wishing to retain a level of anonymity. By carrying out transactions in the name of a private offshore company, the personal details of individuals can be kept off public records. Unfortunately, the anonymity offered by offshore business structures has also attracted people wishing to conduct illegitimate business. It is for this reason that the offshore industry has become more regulated than it was in the past. These new regulations often require banks and other institutions to examine company structures more closely. These new regulations do not pose a problem for those individuals acting legitimately, and do not hinder public anonymity.
Taxation
Using an offshore company and an appropriate business structure, it is possible for a business to legally and significantly decrease its tax liability and thus increase its profits.
Simplicity
Except for a few heavily regulated industries (the banking and investment industries for example) many offshore jurisdictions make it relatively simple to set up and run a
Reporting
Although this varies depending on the jurisdiction, the amount of information required by the register of companies in an offshore jurisdiction is generally small. This reduces the amount of time and resources a company needs to invest in the administration of the company.
Asset Protection
Operating within an appropriate business structure, it is possible to organise assets and transactions in such a way that they are protected from future liability. Moving assets offshore can be a wise commercial decision. This is also an important option for individuals, who can protect their personal or retirement savings from litigation.
Seychelles International Business Company (Seychelles IBC)
An international business company is the most popular type of offshore company in the Seychelles. International business companies usually take the form of a private company limited by shares.
An international business company is typically not permitted to engage in business within the jurisdiction in which it is incorporated. A business company can be used in a range of ways by a variety of business types to decrease tax burdens, provide anonymity to the beneficial owner, and provide asset protection. They are generally exempt from local corporate taxation and stamp duty provided that they do not conduct any local business.
An international business company can issue shares in either registered or bearer form. Once they have acquired their shares, shareholders have no obligation to the company and may, subject to the rules of the company, sell or transfer their shares. The shareholders are entitled to a portion of company profits, and any proceeds from liquidation.
An international business company in the Seychelles must: -
Have at least one director and one shareholder;
Have a local registered office address;
Have a local registered agent.
Uses of the Seychelles Offshore Industry
Businesses and individuals have a variety of motivations and requirements in relation to the offshore industry. What follows is a discussion of how some business types and individuals tend to use the offshore industry, and the befits that they enjoy. The business types considered in this section are as follows: -
A trading company is one whose core business involves the making or procuring of goods or services and the subsequent sale of the goods or services to customers.
If trading takes place internationally, then it is often possible to interpose an offshore company, which would allow a percentage of the profits to be realized in a low-tax jurisdiction.
Even if the trade takes place wholly in one high-tax jurisdiction, it may be possible to separate the selling on part of the process from the production and procuring part, and to conduct the selling part of the operation offshore. The newly established e-commerce infrastructure available in many international offshore centres adds to the attraction of this option.
The eventual value of having an offshore trading company will depend on the overall corporate structure, and on the particular country or countries in which the owner resides. To optimise results, it is generally better for the offshore company to not be a controlled subsidiary of the main company, and for the main shareholders to be non-residents of the country where the main company is based.
Examples
Economy
Premier
Deluxe
Our Seychelles offshore companies are formed as general trading companies. Because of their widely drawn memorandum and articles of association, they are able to conduct most kinds of business. Starting from just £510.00, we offer a range of packages designed to suit the varying requirements of our customers. Our Seychelles registrations typically take from between two and five days to effect, and include: our service charge, the government fee for incorporation, the first year's fees for a registered office address and registered agent are included in the price of this package. Upon formation of your Seychelles company, we will courier all of the company documents directly to you.
THE FOLLOWING UPGRADES CAN BE ADDED TO OUR ECONOMY PACKAGE:
1. Nominee director service for 12 months - £270.00. 2. Nominee shareholders service for 12 months - £195.00. 3. Company pliers seals - £20.00. 4. Apostilled certificate of incorporation - £100.00. 5. Apostilled certificate of incumbency - £140.00. 6. Apostilled certificate of good standing - £140.00. 7. Certificate of tax exemption - £125.00. 8. A Seychelles domain name registration for one year - £99.00.
Our Seychelles offshore companies are registered as general trading companies. Because of their widely drawn memorandum and articles of association, they are able to conduct most kinds of business. Starting from just £780.00, we offer a range of packages designed to suit the varying requirements of our customers. Our Seychelles incorporations typically take from between two and five days to effect, and include: our service charge, the government fee for incorporation, the first year's fees for a registered office address, registered agent and a nominee director are included in the price of this package. Upon formation of your Seychelles company, we will courier all of the company documents directly to you.
THE FOLLOWING UPGRADES CAN BE ADDED TO OUR PREMIER PACKAGE:
1. Nominee shareholders service for 12 months - £150.00. 2. Company pliers seals - £20.00. 3. Apostilled certificate of incorporation - £100.00. 4. Apostilled certificate of incumbency - £120.00. 5. Apostilled certificate of good standing - £140.00. 6. Apostilled certificate of tax exemption - £160.00. 7. A Seychelles domain name registration for one year - £99.00.
Our Seychelles offshore companies are sated-up as general trading companies. Because of their widely drawn memorandum and articles of association, they are able to conduct most kinds of business. Starting from just £930.00, we offer a range of packages designed to suit the varying requirements of our customers. Our Seychelles incorporations typically take from between two and five days to effect, and include: our service charge, the government fee for incorporation, the first year's fees for a registered office address, registered agent, a nominee director and a nominee shareholder are included in the price of this package. Upon formation of your Seychelles company, we will courier all of the company documents directly to you.
THE FOLLOWING UPGRADES CAN BE ADDED TO OUR DELUXE PACKAGE:
1. Company pliers seals - £20.00. 2. Apostilled certificate of incorporation - £100.00. 3. Apostilled certificate of incumbency - £120.00. 4. Apostilled certificate of good standing - £140.00. 5. Apostilled certificate of tax exemption - £160.00. 6. A Seychelles domain name registration for one year - £99.00
An EU automotive component company establishes an independent offshore company to purchase cheap Chinese parts and sell them on at a profit to the EU company, which then uses the parts in the manufacture of components.
A newsletter and magazine publisher in the UK keeps her editorial staff in the UK, but establishes a separate offshore sales and distribution company to handle the rest of the process, thus generating most of the profit offshore.
An international engineering personnel agency gives up its Paris office and moves completely to an offshore jurisdiction. Its own profits and those of its free-lance staff become untaxed (staff may choose to remain in a high-tax area).
The tax saved in such cases is income (corporation) tax; but in the case of products or services which can be delivered over the Internet, the possibility of avoiding VAT also opens up.
It is worth noting that some offshore centres actively target trading operations by offering duty-free zones, or warehousing facilities. Such facilities are often necessary if one wishes to avoid the creation of a permanent establishment in the destination country (e.g. for the storage of goods before delivery) which could compromise a company's offshore status.
Apart from fiscal suitability and confidentiality, the choice of an offshore jurisdiction for trading purposes will be influenced by a variety of other concerns, for example: -
The suitability of transport links;
The availability of skilled local labour;
The entry and work permits requirements;
The proximity to markets;
The local cost levels;
The effectiveness of local banking and commercial services;
The telecommunications and e-commerce infrastructure;
The availability of duty-free zones.
Financial Holding and Investment
It is generally larger companies, especially multinationals, that use offshore centres for holding and investment. For them, the chief motivation in operating offshore remains the tax advantages: banks and financial institutions move offshore in order to reduce their own tax bills and to service the needs of corporations that want to lower their tax burdens.
Individuals can also benefit from vesting their private funds in an offshore investment company. Such funds can then be invested or deposited anywhere in the world, and any return from investment would accumulate in a tax-free environment.
In addition to tax advantages, an individual operating an offshore investment company would benefit from increased confidentiality and anonymity, and added flexibility with respect to the distribution and reinvestment of funds.
Corporate Finance and Management
Although some western countries are now offering low-tax incentives to attract the corporate headquarters of larger corporations, the majority of companies tend to locate some, or all, of their support services in an offshore centre. The types of support services located offshore include: procurement, marketing and distribution, telecommunications, computing, recruitment and training, pensions management, and payroll.
Saving on tax is always the principal benefit, but there are often additional cost and operational advantages from moving offshore.
Foreign exchange management is a good example of how a centralized offshore centre management can benefit a group: any large group with many subsidiaries in different countries has substantial costs connected with foreign exchange. Multi-currency treasury management on the basis of a set of independent national treasury operations is nearly the worst possible method, and concentration of all transactions into a flexible central treasury in a jurisdiction without exchange controls or predatory and highly-protected local banks is an obvious solution. Providing that the centralised currency management function is based in an offshore centre with good local financial infrastructure, treasury management can optimise cash flows without concerns about withholding taxes, capital gains, or any of the other unpleasant taxes or regulations often imposed by high-tax governments. Obviously, the profits from such an operation, which can be quite substantial in a large group, are made in a low-tax jurisdiction.
Licensing, Franchising, and Royalty Collection
One of the most common uses of offshore centres is for the collection of revenue from technology licenses, franchise fees, and royalties from intellectual property.
Such revenue is often subject to withholding taxes in the country from which they originate, and will be taxed, sometimes for a second time, when transferred to the country of the licensor. An offshore centre which has favourable double-tax treaties with emerging market countries, and which does not levy withholding tax on onward payments, will be an ideal location for an intermediary company. The tax benefits are optimised if this intermediary offshore collection company is independent of the licensing or franchising company.
US tax law has traditionally regulated against the possibility of not paying US tax on the sale of intellectual property from offshore jurisdictions. This regulation has become outmoded with the technological developments allowing for the digital download of intellectual property or property rights from servers in offshore jurisdictions.
This area of law is in flux, however, and such schemes should be considered very carefully.
Professional Services and Contractors
There is a large amount of professional support work generated by busy offshore centres. Some of this work is provided by the local market, but a large amount is provided by foreign professionals. Because professional support services are so necessary and valuable to the infrastructure, offshore centres generally make themselves attractive to such operations.
Offshore centres are also an attractive option for other professionals who offer their services internationally, for example: engineering and management consultants. Such businesses benefit from low taxation.
A free-lance international contractor or consultant can reduce his or her tax burden by incorporating an offshore company through which their contracts are then routed. As a contractor it is possible to receive a fixed level of taxed remuneration (salary) from their company, and leave the remaining income to accumulate and be held by the offshore company in a non tax environment.
This solution is ideal for free-lance individuals such as designers, authors, consultants and entertainers. A further advantage of a professional services company is that any liabilities arising from the fulfilment of a contract would fall upon the company, and not the individual.
The choice of offshore centre for businesses or individuals offering personal services is contingent upon the location of their customers and their own existing residence.
Shipping
Company Formation Service
Offshore jurisdictions are often associated with large corporations and millionaires, but are in fact extremely well suited for small and medium businesses and individuals. Offshore companies adhere to the laws and regulations of the country in which they are situated. Coddan can help you set up a Seychelles offshore company in a very cost effective yet efficient manner and help you fully understand the many nuances associated with each offshore jurisdiction. Our services are completely legal and include the creation of various types of offshore corporate and trust vehicles for reasons like international trading, intellectual property activities, securities and property holding and financial and estate planning through trusts. Our focus is to integrate and combine various estate planning processes into an estate plan with sensible asset protection components. When used in connection with an offshore trust, an offshore corporation can become a very effective international financial or estate planning structure. Coddan helps you set up all major offshore structures such as companies, trusts, foundations, bank accounts, giving you full freedom, security & confidentiality within the legal framework. We cater to the needs of both individual and professional clients all across the globe. We can help you with: -
Seychelles offshore company registration services
Guidance and support in the smooth functioning of the business structure
Maintenance of the incorporation
Special licensing applications
Specialist advisory on business & tax issues
Provision of company management & administration services
Preparation of corporate documentation, etc.
Provision of the registered address, agent and residing secretary
Provision of company management and administration services
Offshore Seychelles bank account introductions
Mail forwarding
Preparation of corporate documentation
General administration
We are agile in business formation, integrating and influencing offshore business entities with new or already present asset-protection structures in all major offshore jurisdictions. Coddan CPM LTD grants you privacy and security, and wishes you success in your new venture. A meeting with one of our consultants is all that's required to start your offshore incorporation process.
Related Articles
The use of offshore shipping companies can eliminate direct or indirect taxation on shipping. Such companies may own or charter ships and accumulate the profits from these activities tax-free. Ships or yachts may be owned by an offshore company and registered in an offshore jurisdiction which can prove a cheaper and more tax efficient method of ownership.
Holding and Property Owning
A holding company can be established and used to hold the shares of subsidiaries located in high tax countries. Most high tax countries require tax to be withheld on dividends to be paid to non residents, so attention should be paid to the availability of the double-tax treaty between the country where the subsidiary is located and where the holding company is established.
Many of the difficulties and expenses associated with investment in overseas property, such as holiday villas, may be avoided through the use of an offshore company to hold the title of the property. Sales of the property at a future date can be dealt with quickly and easily by the sale of the company shares to the purchaser. This also saves legal fees and overseas transfer and value added taxes levied by certain foreign countries. It can also be used to successfully avoid capital gains and inheritance taxes.
Where a person is domiciled outside a territory and owns assets located in that territory (for instance, property), then such assets may be protected against inheritance tax and higher rates of taxation by holding the assets through an offshore investment company. A high net worth individual with properties or other assets in a number of countries may wish to hold these through the medium of a personal holding company so that upon his demise the need to obtain probate in each country is avoided. This saves legal fees and avoids publicity.
The Offshore Industry and Western Government
From small beginnings early in the 20th century, the offshore sector has grown ever faster in response to high tax rates in the developed countries; it is now estimated that more than half of the world's money is held offshore.
The term Offshore is used loosely to refer to jurisdictions, usually islands, which are outside of the control of highly-taxed Western nations. Western nations have never seriously attempted to curb the use of offshore companies, which has become more popular and is now a valuable tool for any company wanting to optimise their structures and profits.
Although the OECD fulminates about harmful tax competition, and the EU complains about unfair tax practices, the resulting changes to low tax offshore regimes is minimal. This is partly because the wealthy western nations provide their own tax incentives for particular local purposes, and partly because these nations themselves (both governments and individuals) make plentiful use of the offshore industry.
In 1999 and 2000, global concerns about money laundering turned the spot light on the offshore industry. This has certainly leaded to better regulatory structures in many of offshore jurisdictions, but they are fiercely resisting the underlying agenda of tax harmonisation. There are currently 70 self-declared offshore centres and competition is fierce; any offshore centre which gave in to pressure from western nations to reduce its attraction as a tax haven, would quickly be picked clean by its competitors.
One thing that the western nations can do, and are increasingly trying to do, is to limit the behaviour of their own citizens offshore by introducing new tax legislation. As ever, such efforts have far more effect on small to medium businesses than on large wealthy ones. Well advised, wealthy individuals and corporations generally manage to avoid anti-avoidance measures.
The Internet brings a new dimension to taxation; it is now possible for a supplier to offer and deliver products to citizens in ways which completely bypass the traditional tax-measuring and tax-collecting structures of government. It remains to be seen whether the tax leakage this implies will spur governments on to a more earnest campaign against the use of offshore centres. The success of any such campaign is doubtful; it is more likely that a global approach to e-commerce taxation will evolve in time. This is not a problem that can be solved by individual countries, or even by groups of countries.
Offshore centres themselves vary, serving different purposes for different types of individual and corporation. Not all of those purposes are legitimate: there is no doubt that offshore centres have been use illegitimately for money laundering. Governments and economic organizations such as the OECD have had some success in preventing abuses, but laundering remains a problem in some offshore centres.
Constitution of Companies
Subject to the requirements of Seychelles IBC Act, one or more persons may, by subscribing to a Memorandum incorporate a company under Seychelles IBC Act. A company shall not be incorporated under Seychelles IBC Act unless immediately upon its incorporation the company is an international business company.
For the purposes of Seychelles IBC Act, an international business companyis a company that does not: carry on business in Seychelles; own an interest in immovable property situate in Seychelles, or a lease of immovable property situate in Seychelles; carry on banking as defined in the Financial Institutions Act, 1984 or a trust business; carry on business as an insurance or a reinsurance company; or carry on the business of providing the registered office for companies.
An international business company shall not be treated as carrying on business in Seychelles by reason only that: -
It makes or maintains deposits with a person carrying on business within Seychelles;
It makes or maintains professional contact with counsel and attorneys, accountants, bookkeepers, trust companies, management companies, investment advisers or other similar persons carrying on business within Seychelles;
It prepares or maintains books and records within Seychelles;
It holds, within Seychelles, meetings of its directors or members;
It holds a lease of property for use as an office from which to communicate with members or where books and records of the company are prepared or maintained;
It holds shares, debt obligations or other securities in a company incorporated under Seychelles IBC Act or under the Companies Act;
It holds bonds, treasury bills and other securities issued by the Government of Seychelles or the Central Bank of Seychelles;
Shares, debt obligations or other securities in the company are owned by any person resident in Seychelles or by any company incorporated under Seychelles IBC Act or under the Companies Act;
Or it owns or manages a vessel registered in the Republic under the Merchant Shipping Act, or an aircraft, so registered under the Civil Aviation Act, 1949 (Overseas Territories) Order 1969.
If a company is incorporated under Seychelles IBC Act without having satisfied the requirements prescribed for an International Business Company, the company shall, or if having satisfied the requirements it subsequently ceases to satisfy those requirements for a continuous period of more than 30 days, upon the expiration of that period, notify the Registrar of that fact.
A company shall be liable to a penalty of US$ 100.00 for each day or part thereof during which the contravention continues. A director who knowingly permits the contravention shall be liable to a penalty of US$100.00 for each day or part thereof during which the contravention continues.
A member, director, officer, agent or liquidator of a company incorporated under Seychelles IBC Act shall not be liable for any debt, obligation or default of the company unless it is proved that he did not act in good faith or unless it is specifically provided in Seychelles IBC Act or in any other law for the time being in force in Seychelles and except in so far as he may be liable for his own conduct or acts.
A company may be incorporated under Seychelles IBC Act for any object or purpose not prohibited by Seychelles IBC Act or by any other law for the time being in force in Seychelles.
Subject to any limitations in its Memorandum or Articles, Seychelles IBC Act or any other law for the time being in force in Seychelles, a company incorporated under Seychelles IBC Act has the power, irrespective of corporate benefit, to perform all acts and engage in all activities necessary or conducive to the conduct, promotion or attainment of the objects or purposes of the company, including the power to do the following: -
Issue registered shares or shares issued to bearer or both;
Issue voting shares; non-voting shares; shares that may have more or less than one vote per share;
Shares that may be voted only on certain matters or only 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;
Issue common shares, preferred shares, or redeemable shares;
Issue shares that entitle participation only in certain assets;
Issue options, warrants or rights, or instruments of a similar nature, to acquire any securities of the company;
Issue securities that, at the option of the holder thereof or of the company or upon the happening of a specified event, are convertible into, or exchangeable for, other securities in the company or any property then owned or to be owned by the company;
Purchase, redeem or otherwise acquire and hold its own shares; guarantee a liability or obligation of any person and to secure any of its obligations by mortgage, pledge or other charge, of any of its assets for that purpose;
And protect the assets of the company for the benefit of the company, its creditors and its members, and at the discretion of the directors, for any person having a direct or indirect interest in the company.
An act of a company incorporated under Seychelles IBC Act and a transfer of movable or immovable property by or to a company so incorporated is not invalid by reason only of the fact that the company was without capacity or power to perform the act or to transfer or receive the property, but the lack of capacity or power may be pleaded in the following cases: -
In proceedings by a member against the company to prohibit the performance of any act or the transfer of immovable or movable property by or to the company.
Or in proceedings by the company, whether acting directly or through a receiver, trustee or other legal representative or through members in a derivative action, against the incumbent or former directors of the company for loss or damage due to their unauthorised act.
The court may set aside and prohibit the performance of a contract if: -
The unauthorised act or transfer sought to be set aside or prohibited is being, or is to be, performed or made under any contract to which the company is a party; all the parties to the contract are parties to the proceedings.
And it appears fair and reasonable in the circumstances to set aside or prohibit the performance of the contract, and in so doing the court may, in applying this subsection, award to the company or to the other parties such compensation as may be reasonable except that in determining the amount of compensation the court shall not take into account anticipated profits to be derived from the performance of the contract.
No company shall be incorporated under Seychelles IBC Act under a name that: is identical with that of a statutory corporation or that under which a company in existence is already incorporated under Seychelles IBC Act or registered under the Companies Act or so nearly resembles the name of another company as to be calculated to deceive, except where the company in existence gives its consent; contains the words "Assurance", "Bank", "Building Society", "Chamber of Commerce", "Chartered, "Cooperative", "Imperial". "Insurance", "Municipal", "Trust", "Foundation", or a word conveying a similar meaning, or any other word that, in the opinion of the Registrar, suggests or is calculated to suggest the patronage of or any connection with Seychelles or the Government of Seychelles or with any other country or the Government of that country.
Provided however that the Registrar may permit the incorporation of a company under a name that includes the word "Seychelles" if the Registrar thinks fit to do so; is indecent, offensive or, in the opinion of the Registrar is otherwise objectionable or misleading.
The Memorandum shall include the following particulars: -
The name of the company;
The address within Seychelles of the registered office of the company;
The name and address within Seychelles of the registered agent of the company;
The objects or purposes for which the company is to be incorporated;
The currency in which shares in the company shall be issued.
A statement of the authorised capital of the company setting forth the aggregate of the par value of the shares that the company is authorised to issue and the amount, if any, to be represented by shares without par value that the company is authorised to issue.
A statement of the number of classes and series of shares, the number of shares of each such class and series and the par value of shares with par value and that the shares may be without par value if this is the case.
A statement of the designations, powers, preferences and rights, and the qualifications, limitations or restrictions of each class and series of shares that the company is authorised to issue, unless the directors are to be authorised to fix any such designations, powers, preferences, rights, qualifications, and in that case, an express grant of such authority as may be desired to grant to the directors to fix by resolution any such designations, powers, preferences, rights, qualifications, limitations and restrictions that have not been fixed by the Memorandum.
A statement of the number of shares to be issued as registered shares and as shares issued to bearer, unless the directors are authorised to determine at their discretion whether shares are to be issued as registered shares or to bearer and in that case an express grant of such authority as may be desired shall be given to empower the directors to issue shares as registered shares or to bearer as they may determine by resolution of the directors.
Whether registered shares may be exchanged for shares issued to bearer and whether shares issued to bearer may be exchanged for registered shares; and if shares issued to bearer are authorised to be issued, the manner in which a required notice to members is to be given to the holders of shares issued to bearer. In the case of a limited life or duration company, the period, which shall not exceed 50 years, of the duration of the life of the company.
A statement that the company shall not carry on any banking, insurance, reinsurance or trust business.
If the Memorandum contains a statement either alone or with other objects or purposes that the object or purpose of the company is to engage in any act or activity that is not prohibited under any law for the time being in force in Seychelles, the effect of that statement is to make all acts and activities, that are not illegal, part of the objects or purposes of the company, subject to any limitations in the Memorandum.
The Memorandum shall be subscribed to by one or more persons in the presence of another person who shall write his full name and address and sign as a witness. The Memorandum, when registered, binds the company and its members from time to time to the same extent as if each member had subscribed his name and affixed his seal thereto and as if there were contained in the Memorandum, on the part of himself, his heirs, executors and administrators, a covenant to observe the provisions of the Memorandum, subject to Seychelles IBC Act.
The Memorandum may be written in the English or French language or if written in a language other than English or French shall be accompanied by a translation in the English or French language certified by the registered agent of the company of the Memorandum.
The Articles, if not submitted for registration with the Memorandum shall be submitted within 30 days following the date of incorporation. The Articles shall be subscribed to by each subscriber of the Memorandum in the presence of another person who shall write his full name and address and sign as a witness.
The Articles, when registered, bind the company and its members from time to time to the same extent as if each member had subscribed his name and affixed his seal thereto and as if there were contained in the Articles, on the part of himself, his heirs, executors and administrators, a covenant to observe the provisions of the Articles, subject to Seychelles IBC Act.
The Articles may be written in the English or French language or if written in a language other than in English or French shall be accompanied by a translation in the English or French language certified by the registered agent of the company of the Articles.
The Memorandum and Articles shall, on application made to the Registrar, be registered by the Registrar in a register to be maintained by him and to be known as Register of International Business Companies.
Upon registration of the Memorandum, the Registrar shall issue a certificate of incorporation under his hand certifying that the company is incorporated. The Minister may appoint a diplomatic or consular officer of Seychelles or any other person or body in a country or jurisdiction outside Seychelles to perform in that country or jurisdiction such of the functions of the Registrar as may be delegated to the officer, person or body by the Minister and any act or thing done by or before the diplomatic or consular officer or the other person or body appointed by the Minister shall be valid and effectual as if done by or before the Registrar.
The Minister may establish a branch office in a country or jurisdiction for the performance by or before the diplomatic or consular officer or the other person or body of the functions of the Registrar delegated to the officer or other person or body under that subsection. A diplomatic or consular officer or other person or body shall before performing the functions delegated to the officer or other person or body consult the Registrar and act in accordance with the instructions of the Registrar.
A diplomatic or consular officer or other person or body shall, as soon as practicable, forward to the Registrar copies of all applications made to the officer or other person or body and certificates or other documents issued by the officer or other person or body, a record of all fees and any penalty collected by the officer or other person or body under Seychelles IBC Act and those fees and the penalty.
Any act done or certificate or document made or issued under Seychelles IBC Act by a diplomatic or consular officer or person or body shall be deemed to be an act done or certificate or document made or issued by the Registrar under Seychelles IBC Act.
Where the Registrar issues a certificate of incorporation of a company, the company is, from the date shown on the certificate of incorporation, a body corporate under the name contained in the Memorandum subject to any limitations imposed by the Memorandum and to the provisions of Seychelles IBC Act.
A certificate of incorporation of a company incorporated under Seychelles IBC Act issued by the Registrar shall be prima facie evidence of compliance with all requirements of Seychelles IBC Act in respect of incorporation. Subject to any limitation in its Memorandum or Articles, a company incorporated under Seychelles IBC Act may amend its Memorandum or Articles by a resolution of members or, where permitted by its Memorandum or Articles or by Seychelles IBC Act, by a resolution of directors.
A limited life company may by resolution alter its Memorandum to extend the period of the duration of the company to such period or periods not exceeding in aggregate 99 years from the date of its incorporation.
A company that amends its Memorandum or Articles shall submit a copy of the amendment certified by a director or officer of the company to the Registrar within 30 days after the resolution is approved or consented and the Registrar shall retain and register the copy of the amendment. An amendment to the Memorandum or Articles has effect from the time the amendment is registered by the Registrar.
A copy of the Memorandum and a copy of the Articles shall be given to any member who requests a copy on payment by the member of such amount as the directors may determine to be reasonably necessary to defray the costs of preparing and furnishing them.
Capital and Dividends
Subject to any limitations in the Memorandum or Articles, each share in a company incorporated under Seychelles IBC Act shall be issued for money or other valuable consideration. Subject to any limitations in the Memorandum or Articles, shares in a company incorporated under Seychelles IBC Act may be issued for such amount as may be determined from time to time by the directors, except that in the case of shares with par value the amount shall not be less than the par value; and, in the absence of fraud, the decision of the directors as to the value of the consideration received by the company in respect of the issue is conclusive, unless a question of law is involved.
Subject to any limitations in the Memorandum or Articles, treasury shares and unissued shares may be disposed of by a company incorporated under Seychelles IBC Act on such terms and conditions as the directors may determine.
Subject to any limitations in its Memorandum or Articles, a company incorporated under Seychelles IBC Act may issue fractions of a share and unless and to the extent otherwise provided in the Memorandum or Articles, a fractional share has the corresponding fractional liabilities, limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a share of the same class or series of shares. Where a company incorporated under Seychelles IBC Act issues a share with par value, the consideration in respect of the share constitutes capital to the extent of the par value and the excess constitutes surplus.
Subject to any limitations in the Memorandum or Articles, where a company incorporated under Seychelles IBC Act issues a share without par value, the consideration in respect of the share constitutes capital to the extent designated by the directors and the excess constitutes surplus, except that the directors shall designate as capital an amount of the consideration that shall be at least equal to the amount that the share is entitled to as a preference, if any, in the assets of the company upon liquidation of the company.
Upon the disposition by a company incorporated under Seychelles IBC Act of a treasury share, the consideration in respect of the share shall be added to surplus.
A share issued as a dividend by a company incorporated under Seychelles IBC Act shall be treated for all purposes as having been issued for money equal to the surplus that has been transferred to capital upon the issue of the share. In the case of a dividend of authorised but unissued shares with par value, an amount equal to the aggregate par value of the shares shall be transferred from surplus to capital at the time of the distribution.
In the case of a dividend of authorised but unissued shares without par value, the amount designated by the directors shall be transferred from surplus to capital at the time of the distribution, except that the directors shall designate as capital an amount that is at least equal to the amount that the shares are entitled to as preference, if any, in the assets of the company upon liquidation of the company.
A division of the issued and outstanding shares of a class or series of shares into a larger number of shares of the same class or series having proportionately small par value does not constitute a dividend of shares.
Subject to any limitations in its Memorandum or Articles, a company incorporated under Seychelles IBC Act may, by a resolution of directors, amend its Memorandum to increase or reduce its authorised capital, and in connection therewith, the company may: increase or reduce the number of shares which the company may issue; increase or reduce the par value of any of its shares.
Where a company reduces its authorised capital, then, for purposes of computing capital of the company, any capital that immediately before shares represented the reduction but immediately following the reduction is no longer represented by shares shall be deemed to be surplus transferred from capital to surplus. A company incorporated under Seychelles IBC Act shall, in writing, inform the Registrar of any increase or decrease of its authorised capital within 30 days after the resolution.
A company incorporated under Seychelles IBC Act may amend its Memorandum: to divide the shares, including issued shares, of a class or series into a larger number of shares of the same class or series; or to combine the shares, including issued shares of a class or series into a smaller number of shares of the same class or series.
Where shares are divided or combined, the aggregate par value of the new shares shall be equal to the aggregate par value of the original shares. Shares of a company incorporated under Seychelles IBC Act are movable property and are not of the nature of immovable property.
A company incorporated under Seychelles IBC Act shall state in its Articles whether or not certificates in respect of its shares shall be issued.
Where a company incorporated under Seychelles IBC Act issues certificates in respect of its shares, the signature of a director or officer of the company shall evidence the certificates; and the Articles may provide for the signatures to be facsimiles.
A certificate issued specifying a share held by a member of the company shall be prima facie evidence of the title of the member to the share specified therein.
A company incorporated under Seychelles IBC Act shall cause to be kept one or more registers to be known as Share Registers containing: -
The names and addresses of the persons who hold registered shares in the company;
The number of each class and series of registered shares held by each person;
The date on which the name of each person was entered in the Share Register;
The date on which any person ceased to be a member;
In the case of shares issued to bearer, the total number of each class and series of shares issued to bearer.
With respect to each certificate for shares issued to bearer: the identifying number of the certificate; the number of each class or series of shares issued to bearer specified therein, and the date of issue of the certificate; but the company may delete from the Share Register information relating to shares issued to bearer that have been cancelled.
The share register may be in such form as the directors may approve but if it is in magnetic, electronic or other data storage form, the company shall be able to produce legible evidence of its contents. A copy of the share register, commencing from the date of the registration of the company, shall be kept at the office of the company referred to in section 38 or such other place as the directors determine and the company shall inform the Registrar of the address of the other place.
The share register shall be prima facie evidence of any matters directed or authorised by Seychelles IBC Act to be contained therein.
Subject to any limitations in the memorandum or articles, registered shares of a company incorporated under Seychelles IBC Act may be transferred by a written instrument of transfer signed by the transferor and containing, save in the case of bearer shares, the name and address of the transferee. In the absence of a written instrument of transfer, the directors may accept such evidence of a transfer of shares as they consider appropriate.
A company shall not be required to treat a transferee of a registered share in the company as a member until the transferee's name has been entered in the Share Register. Subject to any limitations in its memorandum or articles, a company incorporated under Seychelles IBC Act shall, on the application of the transferor or transferee of a registered share in the company, enter in its Share Register the name of the transferee of the share.
A transfer of registered shares of a deceased, or bankrupt member of a company incorporated under Seychelles IBC Act made by his personal representative, guardian or trustee, as the case may be, or a transfer of registered shares owned by a person as a result of a transfer from a member by operation of law, is of the same validity as if the personal representative, guardian, trustee or transferee had been the registered holder of the shares at the time of the execution of the instrument of transfer. A share issued to bearer shall be transferable by delivery of the certificate relating to the share.
Where a governmental authority, whether it is legally constituted or not, in any jurisdiction outside Seychelles: by or in connection with a nationalisation, expropriation, confiscation, coercion, force or duress, or similar action; or by or in connection with the imposition of any confiscatory tax, assessment or other governmental charge, takes or seizes any shares or other interest in a company incorporated under Seychelles IBC Act, the company itself or a person holding shares or any other interest in a company, including an interest as a creditor, may apply to the court for an order that the company disregard the taking or seizure and continue to treat the person who would have held shares or any other interest in the company but for the taking or seizure of the shares or other interest as continuing to hold the shares or other interest.
Subject to any limitations in its Memorandum or Articles, a company incorporated under Seychelles IBC Act may purchase, redeem or otherwise acquire and hold its own shares but only out of surplus or in exchange for newly issued shares of equal value.
No purchase, redemption or other acquisition permitted shall be made unless the directors determine that immediately after the purchase, redemption or other acquisition: -
The company will be able to satisfy its liabilities as they become due in the ordinary course of its business.
And the realizable value of the assets of the company will not be less than the sum of its total liabilities, other than deferred taxes, as shown in the books of account, and its issued and outstanding share capital, and, in the absence of fraud, the decision of the directors as to the realizable value of the assets of the company is conclusive unless a question of law is involved.
A determination by the directors is not required where shares are purchased, redeemed or otherwise acquired: pursuant to a right of a member to have his shares redeemed or to have his shares exchanged for money or other property of the company; in exchange for newly issued shares in the company; pursuant to an order of the court.
Subject to any limitations in the Memorandum or Articles, shares that a company purchases, redeems or otherwise acquires may be cancelled or held as treasury shares unless the shares are purchased, redeemed or otherwise acquired out of capital, in which case they shall be cancelled; and upon the cancellation of a share, the amount included as capital of the company with respect to that share shall be deducted from the capital of the company.
Where shares in a company incorporated under Seychelles IBC Act: are held by the company as treasury shares; or are held by another company of which the first company holds, directly or indirectly, shares having more than 50 percent of the votes in the election of directors of the other company, the shareholders of the first company are not entitled to vote or to have dividends paid thereon and shall not be treated as outstanding for any purpose under Seychelles IBC Act except for the purpose of determining the capital of the first company.
Subject to any limitations in the Memorandum or Articles, the capital of a company incorporated under Seychelles IBC Act may by resolution of directors, be: increased by transferring an amount out of the surplus of the company to capital; or reduced by: returning to members any amount received by the company upon the issue of any of its shares, the amount being surplus to the company; cancelling any capital that is lost or not represented by assets having realizable value; or transferring capital to surplus for the purpose of purchasing, redeeming or otherwise acquiring shares that the directors have resolved to purchase, redeem or otherwise acquire.
Where a company reduces its capital, the company may: return to members any amount received by the company upon the issue of its shares; purchase, redeem or otherwise acquire its shares out of capital; or cancel any capital that is lost or not represented by assets having a realizable value.
No reduction of capital shall be effected that reduces the capital of the company to an amount that is less than the sum of: the aggregate of all outstanding shares with par value, and all shares with par value held by the company as treasury shares; and the aggregates of the amounts designated as capital of all outstanding shares without par value; and all shares without par value held by the company as treasury shares that are entitled to a preference, if any, in the assets of the company upon liquidation of the company.
No reduction of capital shall be effected unless the directors determine that immediately after the reduction: the company will be able to satisfy its liabilities as they become due in the ordinary course of its business; and the realizable value of the assets of the company will not be less than its total liabilities, other than deferred taxes, as shown in the books of account, and its remaining issued and outstanding share capital, and, in the absence of fraud, the decision of the directors as to the realizable value of the assets of the company is conclusive unless a question of law is involved.
Subject to any limitations in its Memorandum or Articles a company incorporated under Seychelles IBC Act may, by a resolution of directors, declare and pay dividends in money, shares or other property.
Dividends shall only be declared and paid if the directors determine that immediately after the payment of the dividend: the company will be able to satisfy its liabilities as they become due in the ordinary course of its business; and the realizable value of the assets of the company will not be less than the sum of its total liabilities, other than deferred taxes, as shown in the books of account, and its issued and outstanding share capital, and, in the absence of fraud, the decision of the directors as to the realizable value of the assets of the company is conclusive unless a question of law is involved.
Subject to any limitations in its Memorandum or Articles a company incorporated under Seychelles IBC Act may, by a resolution of directors, include in the computation of surplus for any purpose under Seychelles IBC Act the net unrealised appreciation of assets of the company, and, in the absence of fraud, the decision as to the value of the assets is conclusive, unless a question of law is involved.
Registered Office and Registered Agent
A company incorporated under Seychelles IBC Act shall at all times have a registered office in Seychelles. The directors of the company may change the address of the registered office of the company, which change shall be notified to the Registrar. A company incorporated under Seychelles IBC Act shall at all times have a registered agent in Seychelles.
All applications made and all documents required to be submitted to the Registrar under Seychelles IBC Act by a company incorporated under Seychelles IBC Act shall be made through the registered agent who shall verify in writing the signature of any person appearing on the application or document and the registered agent may accept service on behalf of the company and any service accepted by the registered agent shall be deemed to have been accepted by the company. A company shall, not later than 7 days after changing its registered agent in Seychelles, notify the Registrar of the name and address of its new registered agent and the change shall have effect on the date the Registrar receives the notice of change.
Directors, Officers, Agents and Liquidators
Subject to any limitations in its Memorandum or Articles, the business and affairs of a company incorporated under Seychelles IBC Act shall be managed by a board of directors that consists of one or more persons who may be individuals or companies.
The first directors of a company incorporated under Seychelles IBC Act shall be elected by the subscribers to the Memorandum; and thereafter, the directors shall be elected by the members for such term as the members may determine and where permitted by the Memorandum or Articles of a company incorporated under Seychelles IBC Act, the directors may also elect directors for such term as the directors may determine.
Each director holds office until his successor takes office or until his earlier death, resignation or removal or in the case of a company upon the making of an order for the winding up or dissolution of the company or upon the removal of a defunct company otherwise than pursuant to a winding-up order.
Subject to any limitations in the Memorandum or Articles: a director shall cease to hold the office of director if a majority of the directors, require his resignation in writing; a director may resign his office by giving written notice of his resignation to the company and the resignation has effect from the date the notice is received by the company or from such later date as may be specified in the notice.
Subject to any limitations in the Memorandum or Articles, a vacancy in the board of directors may be filled by a resolution of members or of a majority of the remaining directors.
The number of directors shall be fixed by the Articles and, subject to any limitations in the Memorandum or Articles, the Articles may be amended to change the number of directors. The directors shall have all the powers of the company that are not reserved to the members under Seychelles IBC Act or in the Memorandum or Articles.
Subject to any limitations in the Memorandum or Articles, the directors may, by a resolution of directors, fix the emoluments of directors in respect of services to be rendered in any capacity to the company.
The directors may, by a resolution of directors, designate one or more committees, each consisting of one or more directors. Subject to any limitations in the Memorandum or Articles, each committee has such powers and authority of the directors, including the power and authority to affix the common seal, if any, of the company, as are set forth in the resolution of directors establishing the committee, except that no committee has any power or authority with respect to the matters requiring a resolution of directors.
Subject to any limitations in the Memorandum or Articles, the directors of a company incorporated under Seychelles IBC Act may meet at such times and in such manner and places within or outside Seychelles as the directors may determine to be necessary or desirable.
A director shall be deemed to be present at a meeting of directors if: he participates by telephone or other electronic means; and all directors participating in the meeting are able to hear each other and recognise each other's voice and for this purpose participation constitutes prima facie proof of recognition. Subject to a requirement in the Memorandum or Articles to give longer notice, a director shall be given not less than 2 days notice of meetings of directors.
The quorum for a meeting of directors is that fixed by the Memorandum or Articles; but where no quorum is so fixed a meeting of directors is properly constituted for all purposes if at the commencement of the meeting one half of the total number of directors are present in person or by alternate.
Subject to any limitations in the Memorandum or Articles, an action that may be taken by the directors or a committee of directors at a meeting may also be taken by a resolution of directors or a committee of directors consented to in writing or by telex, telefax, telegram, cable or other written electronic communication, without the need for any notice.
Subject to any limitations in the Memorandum or Articles, a director may by a written instrument appoint an alternate who need not be a director. An alternate for a director appointed shall be entitled to attend meetings in the absence of the director who appointed him and to vote or consent in the place of the director.
The directors may, by a resolution of directors appoint any person, including a person who is a director, to be an officer or agent of the company.
Subject to any limitations in the Memorandum or Articles, each officer or agent has such powers and authority of the directors, including the power and authority to affix the common seal, if any, of the company, as are set forth in the Articles or in the resolution of directors appointing the officer or agent, except that no officer or agent has any power or authority with respect to the matters requiring a resolution of directors.
The directors may remove an officer or agent appointed and may revoke or vary a power conferred on him.
Every director, officer, agent and liquidator of a company incorporated under Seychelles IBC Act, in performing his functions, shall act honestly and in good faith with a view to the best interests of the company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
Every director, officer, agent and liquidator of a company incorporated under Seychelles IBC Act, in performing his functions is entitled to rely upon the Share Register kept the books of accounts and records and the minutes and copies of consents to resolutions kept and any report made to the company by any other director, officer, agent or liquidator or by any person selected by the company to make the report.
Subject to any limitations in the Memorandum or Articles, no agreement or transaction between: company incorporated under Seychelles IBC Act; and one or more of its directors or liquidators, or any person in which any director or liquidator has a financial interest or to whom any director or liquidator is related, including as a director or liquidator of that other person, is void or voidable for this reason only or by reason only that the director or liquidator is present at the meeting of directors or liquidators, at the meeting of the committee of directors or liquidators, that approves the agreement or transaction or that the vote or consent of the director or liquidator is counted for that purpose.
Subject to any limitations in the Memorandum or Articles, a director or liquidator who has an interest in any particular business to be considered at a meeting of directors, liquidators or members may be counted for purposes of determining whether the meeting is duly constituted. The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the company and as to whether the person had no reasonable cause to believe that his conduct was unlawful is, in the absence of fraud, sufficient for the purposes of this section, unless a question of law is involved.
The termination of any proceedings by any judgement, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the company or that the person had reasonable cause to believe that his conduct was unlawful. If a person entitled to be indemnified against all expenses, including legal fees, and against all judgements, fines and amounts paid in settlement and reasonably incurred by the person in connection with the proceedings.
A company incorporated under Seychelles IBC Act may purchase and maintain insurance in relation to any person who is or was a director, an officer or a liquidator of the company, or who at the request of the company is or was serving as a director, an officer or a liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the company has or would have had the power to indemnify the person against the liability.
Protection of Members and Creditors
Subject to any limitations in the Memorandum or Articles, the directors of a company incorporated under the Seychelles IBC Act may convene meetings of the members of the company at such times and in such manner and places within or outside Seychelles as the directors consider necessary or desirable. Subject to a provision in the Memorandum or Articles for a lesser percentage, upon the written request of members holding more than 50 percent of the votes of the outstanding voting shares in the company, the directors shall convene a meeting of members.
Subject to any limitations in the Memorandum or Articles, a member shall be deemed to be present at a meeting of members if: -
He participates by telephone or other electronic means; and
All members participating in the meeting are able to hear each other and recognise each other's voice and for this purpose participation constitutes prima facie proof of recognition.
A member may be represented at a meeting of members by a proxy who may speak and vote on behalf of the member. The following provisions apply in respect of joint ownership of shares: -
If two or more persons hold shares jointly each of them may be present in person or by proxy at a meeting of members and may speak as member;
If only one of them is present in person or by proxy, he may vote on behalf of all of them; and
If two or more are present in person or by proxy, they shall vote as one.
Subject to a requirement in the Memorandum or Articles to give longer notice, the directors shall give not less than 7 days notice of meetings of members to those persons whose names on the date the notice is given appear as members in the Share Register referred to in section 28 and are entitled to vote at the meeting. Notwithstanding subsection (1) but subject to any limitations in the Memorandum or Articles, a meeting of members held in contravention of the requirement to give notice is valid if members holding a 90 percent majority, or such lesser majority as may be specified in the Memorandum or Articles, of: -
The total number of the shares of the members entitled to vote on all the matters to be considered at the meeting; or
The votes of each class or series of shares where members are entitled to vote thereon as a class or series together with an absolute majority of the remaining votes, have waived notice of the meeting; and for this purpose, the presence of a member at the meeting shall be deemed to constitute waiver on his part.
The inadvertent failure of the directors to give notice of a meeting to a member, or the fact that a member has not received the notice, does not invalidate the meeting. The quorum for a meeting of members for purposes of a resolution of members is that fixed by the Memorandum or Articles; but where no quorum is so fixed, a meeting of members is properly constituted for all purposes if at the commencement of the meeting there are present in person or by proxy shareholders representing more than one-half of the shares of each class or series thereof.
Except as otherwise provided in the Memorandum or Articles, all shares vote as one class and each whole share has one vote. The directors of a company incorporated under the Seychelles IBC Act may fix the date notice is given of a meeting as the record date for determining those shares that are entitled to vote at the meeting.
Subject to any limitations in the Memorandum or Articles, an action that may be taken by members at a meeting of members may also be taken by a resolution of all members consented to in writing or by telex, telegram, telefax, cable or other written electronic communication, without the need for any notice.
Any notice, information or written statement required under the Seychelles IBC Act to be given to members by a company incorporated under the Seychelles IBC Act shall be served: -
In the case of members holding registered shares: -
In the manner prescribed in the Memorandum or Articles, as the case may be, or
In the absence of a provision in the Memorandum or Articles, by personal service or by mail addressed to each member at the address shown in the Share Register; and
In the case of members holding shares issued to bearer, in the absence of a provision in the Memorandum or Articles, if the notice, information or written statement is published in the Gazette, a newspaper circulating in Seychelles, a newspaper circulating in the place where the company has its principal office and, where a company is registered in a branch office, a newspaper circulating in the country or jurisdiction where the branch office is situated.
Subject to a requirement in the Memorandum or Articles to give a specific length of notice, the directors shall give sufficient notice of meetings of members to members holding shares issued to bearer to allow a reasonable opportunity for them to take action in order to secure or exercise the right or privilege, other than the right or privilege to vote, that is the subject of the notice.
Any summons, notice, order, document, process, information or written statement to be served on a company incorporated under the Seychelles IBC Act may be served by leaving it, or by sending it by registered mail addressed to the company at its registered office, or by leaving it with, or by sending it by registered mail to, the registered agent of the company. Service of any summons, notice, order, document, process, information or written statement to be served on a company incorporated under the Seychelles IBC Act may be proved by showing that the summons, notice, order, document, process, information or written statement: -
Was mailed in such time as to admit to its being delivered in the normal course of delivery, within the period prescribed for service; and
Was correctly addressed and the postage was prepaid.
A company incorporated under the Seychelles IBC Act shall keep such accounts and records as the directors consider necessary or desirable in order to reflect the financial position of the company. A company incorporated under the Seychelles IBC Act shall keep: -
Minutes of all meetings of: -
Directors;
Members;
Committees of directors;
Committees of officers;
Committees of members.
Copies of all resolutions consented to by: -
Directors;
Members;
Committees of directors;
Committees of officers;
Committees of members; and
A register of all its directors and officers.
The books, register, records and minutes required by this section shall be kept at the registered office of the company or such other place as the directors determine and the company shall inform the Registrar of the address of the other place. A company that contravenes this section shall be liable to a penalty of $25 for each day or part thereof during which the contravention continues.
A director who knowingly permits the contravention of this section shall be liable to a penalty of $25 for each day or part thereof during which the contravention continues. A member of a company incorporated under the Seychelles IBC Act may, in person or by attorney and in furtherance of a proper purpose, request in writing specifying the purposes, to inspect during normal business hours the Share Register of the company or the books, records, minutes and consents kept by the company and to make copies or extracts therefrom.
A company incorporated under the Seychelles IBC Act may, by an instrument in writing, authorise a person, either generally or in respect of any specified matters, as its agent to act on behalf of the company and to execute contracts, agreements, deeds and other instruments on behalf of the company. A contract, agreement, deed or other instrument executed on behalf of the company by an agent appointed, is binding on the company and has the same effect as if it were executed by the company.
A power of attorney under this section applies both within and outside Seychelles.
A document requiring authentication or attestation by a company incorporated under the Seychelles IBC Act may be signed by a director, a secretary or by an authorised officer or agent of the company. If the signature of any director, officer or agent authenticating or attesting any document is verified in writing by the registered agent of a company, the company is bound by the document.
If at any time there is no member of a company incorporated under the Seychelles IBC Act, any person doing business in the name of or on behalf of the company is personally liable for the payment of all debts of the company contracted during the time and the person may be sued therefor without joinder in the proceedings of any other person.
Continuation
A company incorporated under the laws of a jurisdiction outside Seychelles may, if it will satisfy the requirements prescribed for an International Business Company by section 5, continue as a company incorporated under the Seychelles IBC Act as follows: -
Articles of continuation, written in the English or French language or, if written in a language other than the English or French language, accompanied by a translation in the English or French language certified by the registered agent of the company of the articles of continuation, shall be approved: -
By a majority of the directors or the other person who is charged with exercising the powers of the company, or
In such other manner as may be established by the company for exercising the powers of the company.
The articles of continuation shall contain: -
The name of the company and the name, under which it is being continued,
The jurisdiction under which it is incorporated,
The date on which it was incorporated,
The information required to be included in a Memorandum, and
The amendments to its Memorandum and Articles, or their equivalent, that are to be effective upon the registration of the articles of continuation.
The articles of continuation, accompanied by a copy of the Memorandum and Articles of the company, or their equivalent, written in the English or French language or, if written in a language other than the English or French language, accompanied by a translation in the English or French language certified by the resident agent of the company of the Memorandum and Articles or their equivalent and, evidence satisfactory to the Registrar that the company, is in good standing, shall be submitted to the Registrar who shall retain and register them in the register; and
Upon the registration of the articles of continuation, the Registrar shall issue a certificate of continuation under his hand certifying that the company is incorporated under the Seychelles IBC Act.
A company incorporated under the laws of a jurisdiction outside Seychelles shall be entitled to continue as a company incorporated under the Seychelles IBC Act notwithstanding any provision to the contrary in the laws of the jurisdiction under which it is incorporated. A company incorporated under the laws of a jurisdiction outside Seychelles that is permitted to continue as a company incorporated under the Seychelles IBC Act, may, submit to the Registrar the following documents: -
Articles of continuation, accompanied by a copy of its Memorandum and Articles, or their equivalent, written in the English or French language, or if written in a language other than the English or French language accompanied by a translation in the English or French language certified by a director of the company of the Memorandum, Articles, or their equivalent; and
A written authorization designating one or more persons who may give notice to the Registrar, by telefax, telex, telegram, cable or by registered mail, that the articles of continuation should become effective. The Registrar shall not, prior to the receipt of the notice, permit any person to inspect the documents and shall not divulge any information in respect thereof.
Where a company incorporated under the Seychelles IBC Act continues under the laws of a jurisdiction outside Seychelles: -
1. The Registrar shall strike off the name of the company from the Register and publish a notice of the striking off in the Gazette; 2. The company continues to be liable for all of its debts, liabilities and obligations that existed prior to its continuation as a company under the laws of the jurisdiction outside Seychelles; 3. No conviction, judgement, ruling, order, claim, debt, liability or obligation due or to become due, and no cause existing against the company or against any member, director, officer or agent thereof, is released or impaired by its continuation as a company under the laws of the jurisdiction outside Seychelles; and 4. No proceedings, whether civil or criminal, pending by or against the company, or against any member, director, officer or agent thereof, are abated or discontinued by its continuation as a company under the laws of the jurisdiction outside Seychelles, but the proceedings may be enforced, prosecuted, settled or compromised by or against the company or against the member, director, officer or agent thereof, as the case may be.
Winding-Up, Dissolution and Striking-Off
A company incorporated under the Seychelles IBC Act shall commence to wind up and dissolve by a resolution of directors upon the expiration of such time as may be prescribed in its Memorandum or Articles for its existence. A company incorporated under the Seychelles IBC Act that has never issued shares may voluntarily commence to wind up and dissolve by a resolution of directors.
Subject to any limitations in its Memorandum or Articles, a company incorporated under the Seychelles IBC Act that has previously issued shares may voluntarily commence to wind up and dissolve by a resolution of members. Upon the commencement of a winding-up and dissolution, the directors may: -
Authorize a liquidator, by a resolution of directors, to carry on the business of the company only if the liquidator determines that to do so would be necessary or in the best interests of the creditors or members of the company; and
Determine to rescind the articles of dissolution only.
A liquidator shall, upon his appointment in accordance with this Part and upon the commencement of a winding-up and dissolution, proceed: -
To identify all assets of the company;
To identify all creditors of and claimants against the company;
To pay or provide for payment of, or to discharge, all claims, debts, liabilities and obligations of the company;
To distribute any surplus assets of the company to the members in accordance with the Memorandum and Articles;
To prepare or cause to be prepared a statement of account in respect of the actions and transactions of the liquidator; and
To send a copy of the statement of account to members if so required by the plan of dissolution.
The directors of a company required to wind up and dissolve the company shall approve a plan of dissolution containing: -
A statement of the reason for the winding-up and dissolution;
A statement that the company is, and will continue to be, able to discharge or pay or provide for the payment of all claims, debts, liabilities and obligations in full;
A statement that the winding-up will commence on the date when articles of dissolution are submitted to the Registrar or on such date subsequent thereto, not exceeding 30 days, as is stated in the articles of dissolution;
A statement of the estimated time required to wind up and dissolve the company;
A statement as to whether the liquidator is authorised to carry on the business of the company if the liquidator determines that to do so would be necessary or in the best interest of the creditors of members of the company;
A statement of the name and address of each person to be appointed a liquidator; and
A statement as to whether the liquidator is required to send to all members a statement of account prepared or caused to be prepared by the liquidator in respect of his actions or transactions.
The company shall submit the articles of dissolution to the Registrar who shall retain and register them in the Register and within 30 days immediately following the date on which the articles of dissolution are submitted to the Registrar, the company shall cause to be published in the Gazette, a newspaper circulating in Seychelles, a newspaper circulating in a place where the company has its principal office and where a company is registered in a branch office, a newspaper circulating in the country or jurisdiction where the branch office is situated, a notice stating: -
That the company is in dissolution;
The date of commencement of the dissolution; and
The names and addresses of the liquidators.
A winding-up and dissolution commences on the date the articles of dissolution are registered by the Registrar or on such date subsequent thereto, not exceeding 30 days, as is stated in the articles of dissolution. A liquidator shall, upon completion of a winding-up and dissolution, submit to the Registrar a statement that the winding-up and dissolution has been completed and upon receiving the notice, the Registrar shall: -
Strike the company off the Register; and
Issue a certificate of dissolution under his hand certifying that the company has been dissolved.
Where the Registrar issues a certificate of dissolution under his hand certifying that the company has been dissolved: -
The certificate shall be prima facie evidence of compliance with all requirements of the Seychelles IBC Act in respect of dissolution; and
The dissolution of the company is effective from the date of the issue of the certificate.
A company shall submit a copy of a resolution to the Registrar who shall retain and register it in the Register. Within 30 days immediately following the date on which the resolution has been submitted to the Registrar, the company shall cause a notice stating that the company has rescinded its intention to wind up and dissolve to be published in the Gazette, in a newspaper circulating in Seychelles, in a newspaper circulating in the country or place where the company has its principal office and when the company is registered in a branch office, in a newspaper circulating in the country or jurisdiction where the branch office is situated.
A company that contravenes this section shall be liable to a penalty of US$ 50 for every day or part thereof during which the contravention continues.
A director of a company who knowingly permits the company to contravene this section shall be liable to a penalty of US$ 50 for every day or part thereof during which the contravention continues.
Notwithstanding the provisions of the Seychelles IBC Act relating to winding-up and dissolution, a company incorporated under the Seychelles IBC Act may be wound up by the court under any of the circumstances, insofar as they are applicable to a company incorporated under the Seychelles IBC Act, in which a company incorporated under the Companies Act may be wound up by the court and, in that case, the provisions of the Companies Act relating to winding-up by the court and dissolution apply mutatis mutandis to the winding-up and dissolution of the company.
The provisions of the Companies Act regarding receivers and managers govern mutatis mutandis the appointment, duties, powers and liabilities of receivers and managers of the assets of any company incorporated under the Seychelles IBC Act.
Notwithstanding section 6, where the Registrar has reasonable cause to believe that a company incorporated under the Seychelles IBC Act: -
No longer satisfies the requirements prescribed for an International Business Company,or
Conducts business affairs which are, or are likely to be, contrary to the laws of Seychelles or detrimental to the reputation of Seychelles.
The Registrar shall serve on the company a notice that the name of the company may be struck off the Register if the company no longer satisfies the requirements or conducts such business affairs. If the Registrar does not receive a reply within 30 days immediately following the date of service of the notice, he shall serve on the company another notice that the name of the company may be struck off the Register if a reply to the notice is not received within 30 days immediately following the date thereof and that a notice of the contemplated striking-off will be published in the Gazette.
Exemptions
A company incorporated under the Seychelles IBC Act or a shareholder thereof shall not be subject to any tax or duty on income or profits accruing to or deriving from such company or in connection with any transaction to which that company or shareholder, as the case may be, is a party.
Notwithstanding any provision of the Stamp Duty Act 1975: -
All transfers of property to or by a company incorporated under the Seychelles IBC Act;
All transactions in respect of the shares, debt obligations or other securities of a company incorporated under the Seychelles IBC Act; and
All other transactions relating to the business of a company incorporated under the Seychelles IBC Act, are exempt from the payment of stamp duty.
The Exchange Control Act shall not apply to a company incorporated under the Seychelles IBC Act or to any transactions relating to the securities of or in such company between the holders of such securities. The exemptions granted by this section shall remain in force for a period of twenty years from the date of incorporation of a company under the Seychelles IBC Act.
All furniture and equipment imported for the use of an office of a company incorporated under the Seychelles IBC Act shall be exempt from the payment of the trades tax under the Trades Tax Act. The Social Security Act shall not apply to a company incorporated under the Seychelles IBC Act to the extend that the company is an employer of persons employed. A company incorporated under the Seychelles IBC Act and Its expatriate employees in an office shall be exempt from the fee in respect of a gainful occupation permit issued under the Immigration Decree.
Live Help
You can chat with one of our advisors right now. Just click on the image to the left to start chatting. Live Help is a real time chat feature which enables you to interact with our customer service representative without a phone call. Get answers to your questions while using our web-site. Clicking the "Live Help" button will start an online session with one of our representatives. Live Help is currently available during normal business hours. Outside of the indicated below opening hours, our Live Help centre will be closed, when you click on the chat button, you will see an e-mail form that allows you to send us an e-mail request with your questions. Our Live Help is free, there are no hidden fees.
Our hours of operation are posted on the contact page at all times. Telephone and Live Chat assistance is only available during business hours.
Opening Hours:
Monday - Friday: 9:30 a.m. to 18:00 p.m. Saturday: offices are closed Sunday: offices are closed Holidays: offices are closed on all recognised UK holidays.
Dear customers, ladies and gentlemen, while having a chat session with our visitors, we are frequently requested to give an advice on tax planning or business structuring, and we would like to inform you that it is against our principles to provide an online free advice pertaining to these issues.
The points and tips that can be covered during a chat session include: our packages, services description and charges, legal requirements to start-up a business offshore, bank account arrangements, trademark registration, post incorporation services, notaries, consulate or apostille legalisation and other authentication services, documentation preparation and filing, mail forwarding overseas, telephone, fax and virtual office facilities, bookkeeping and accounting services, offshore incorporation service, ways to place an order, methods of payment etc.
If you wish us to provide you an advice or recommendations on tax savings and tax minimisation, or corporate business structuring methods, you should be aware that this service has chargeable elements.
Money and Payment Policy
Coddan accepts all major currencies; we accept Visa, Visa Electron, Visa Purchasing, JCB, MasterCard, Maestro, Solo, and Delta, we also accept cheques (may be held 10 days to clear), postal orders or cash deposit, and bank transfers from anywhere to our UK and USA bank accounts. After you place an order, details about the banking transfer will be e-mailed to you on the second e-mail notification. If you missed that e-mail, please call our phone number that is given on the order confirmation. The customer is responsible for the reimbursement of any bank wire transfer payments.
Our credit card payment processing is by WorldPay - an important part of The Royal Bank of Scotland Group, the 5th biggest banking group in the world. We do not charge surcharges for the debit and credit card transactions. Credit or debit card payment is now authorised online in real time. You will be informed immediately if your credit or debit card is declined. If declined, you may check the accuracy of the card number and expiration date, or choose a different card to try.
We need to receive a payment before we can proceed with a new company formation. For regular or corporate clients, we can open a professional credit account. However, this benefit cannot be provided to a new customer, who never placed orders with us.
If you do not feel comfortable transmitting your credit card details on the Internet, we suggest you place an order online, choose the option "Credit Card via the Phone" as the payment method, and then phone in to give us your credit card number over the phone. We will charge your credit card manually. We can also accept credit or debit card payments by fax, to do so, we will e-mail you a credit or debit card authorisation form, and you will need to print out the form, complete the details by hand and send it to us by fax to: + 44 (0) 207.681.3318. More information about how to incorporate in Seychelles: click here to read more about how to incorporate in Seychelles
Check Your Order Status
£ 510.00
This is one of our popular packages with worldwide customers, and includes: -
The registration your offshore Seychelles IBC company from scratch using our registered agent & registered office address, and appoint your own candidates to the roles of a director, and a shareholder;
The provision of a nominee director for 12 months is also included in the price of this package (our nominee director service is charged annually);
+44 (0) 207.935.5171
+44 (0) 141.530.8188
+44 (0) 289.099.8744
There is a large amount of professional support work generated by busy offshore centres. Some of this work is provided by the local market, but a large amount is provided by foreign professionals. Because professional support services are so necessary and valuable to the infrastructure, offshore centres generally make themselves attractive to such operations.
A statement of the designations, powers, preferences and rights, and the qualifications, limitations or restrictions of each class and series of shares that the company is authorised to issue, unless the directors are to be authorised to fix any such designations, powers, preferences, rights, qualifications, and in that case, an express grant of such authority as may be desired to grant to the directors to fix by resolution any such designations, powers, preferences, rights, qualifications, limitations and restrictions that have not been fixed by the Memorandum. 
Subject to any limitations in the memorandum or articles, registered shares of a company incorporated under Seychelles IBC Act may be transferred by a written instrument of transfer signed by the transferor and containing, save in the case of bearer shares, the name and address of the transferee. In the absence of a written instrument of transfer, the directors may accept such evidence of a transfer of shares as they consider appropriate. 
The books, register, records and minutes required by this section shall be kept at the registered office of the company or such other place as the directors determine and the company shall inform the Registrar of the address of the other place. A company that contravenes this section shall be liable to a penalty of $25 for each day or part thereof during which the contravention continues.
