The Seychelles: Company Formation

Seychelles is now a well-known and respected jurisdiction in the global financial services market. Over the past 10 years, the Seychelles offshore financial services industry has experienced a significant increase in know-how, business volumes and international profile.

A central factor in Seychelles’ rise as an international financial centre has been its strategy of striking an effective balance between sound regulatory practice and the marketplace. Seychelles’ northern Indian Ocean location (GMT+4) has also proved to be a significant advantage in servicing the Europeans, Asians, Middle Eastern and African markets.

The tax-exempt Seychelles International Business Company (IBC) has enjoyed substantial success, as shown by surging registrations over the past five years – 7,097 new incorporations in 2005, 8238 in 2006, 10,295 in 2007, 13,751 in 2008 and 12,408 in 2009 (making it now one of the most popular IBC registration jurisdictions in the world).

Seychelles is also steadily developing more value-added areas of offshore business, including CSLs (Seychelles tax resident companies, which may access Seychelles double taxation avoidance agreements), trusts, limited partnerships, securities and mutual funds.

International Business Companies (IBC)

An IBC is a limited company that undertakes business activities, licensed by SIBA. These companies are, however, exempt from all forms of taxation and have been licensed with the exclusive aim of conducting international business outside Seychelles. IBCs are commonly used for:

• Holding Companies
• Asset Protection
• International consultancy companies
• Companies involved in international trade

Subject to the limit set by its objects, an IBC can generally do anything that a body corporate can do. However, the Act specifically prohibits it from conducting business as a bank, insurer, reinsurer, or trustee (all three types of offshore businesses are regulated by special legislation) and except as specifically permitted by law, from carrying on any business in Seychelles or owning or leasing immovable property in Seychelles. It is an attractive financial structure that can be converted to other resident companies such as a Special License Company (CSL).

International Trusts

Trusts set up under the International Trust Act 1994 provide an effective and legitimate means of protecting one’s assets. Various types of trusts may be set up, such as charitable and revocable or irrevocable discretionary trusts. Some features of the trust include:

• The accumulation of income is unrestricted;
• The settler may choose the law of the trust;
• There are no requirements to name the settlors or the beneficiaries, except if the beneficiaries are Seychellois citizens;
• The trust may own assets worldwide (except in Seychelles);
• It may hold shares and maintain bank accounts in Seychelles.

Companies Special License (CSL)

The Companies (Special Licenses) Act 2003 allows a company to take advantage of the Seychelles network of double taxation treaties as it is incorporated under the Companies Act 1972 and to be considered a tax resident under the Seychelles laws. The special provisions afforded under the Act provide it with a measure of confidentiality as well as a low tax status, calculated at 1.5 per cent of gross income. The CSL meets all the criteria of modern legislation, mainly in relation to disclosure requirements, which are, however, not accessible by the public.

CSLs are increasingly being used by international listed groups as intermediary holding companies to hold shares and other investments. The attraction for the international groups is that use of a CSL, in conjunction with Double Tax Treaty agreements, provides significant scope for foreign investors to reduce their tax exposure in their respective country.

Key Features of the Seychelles CSL include:

• A one-off registration fee;
• An application accompanied by the Memorandum and Articles of Association, the names and addresses of the beneficial owners and a written declaration containing the names and addresses of the directors and company secretary;
• Accounts, returns and beneficial ownership information must be filed, but these are not made public;
• 1.5 per cent corporate tax with complete exemption from withholding tax and full treaty access;
• A minimum of two directors who need not be resident in Seychelles;
• Corporate directors are not allowed;
• A Seychelles resident secretary is required.

Protected Cell Companies

Protected Cell Companies (PCC) are incorporated under the Companies Act 1972, which allows companies with specified activities to separate into identifiable cells without having to assume a separate legal entity. Cells within a PCC are protected against liabilities incurred by cells of the same company, and are therefore attractive for a number of business activities. Qualified activities include offshore insurance and mutual funds businesses, and other collective investments.

Limited Partnerships

Limited Partnerships are registered under the Limited Partnership Act 2003, and are subject to the Seychelles Commercial Code. The Code provides for a general partner, who must be a Seychelles resident, and one or more limited partners. Limited partnerships are commonly used for joint ventures.

Mutual Funds

The recently enacted Mutual and Hedge Funds Act provides a new legal framework and approach to the licensing of mutual and hedge funds in the Seychelles. Seychelles allows for companies, unit trusts or partnerships to be licensed as mutual funds, giving fund managers a long list of potential fund vehicles. These companies, unit trusts or partnerships can be constituted in Seychelles or in any one of 31 recognised jurisdictions. An Exempt Foreign Fund status is available to funds that can satisfy the Authority that it is in good legal standing and holds a valid license from one of the recognised jurisdictions, administered by a Seychelles licensed fund administrator and either listed on a stock exchange or have a minimum investment of US$100,000.

Securities

The Securities legislation, enacted in 2007, provides the regulatory framework for securities trading within the Seychelles. The laws safeguard investor confidence by licensing and regulating all components of the market and enforcing internationally accepted guidelines. The legislation also provides the legal framework for the setting up of the Seychelles Stock Exchange.

Foundations

Foundations are the latest addition to the Seychelles portfolio of financial services products. The Seychelles Foundation is a separate legal entity. Once the founder transfers assets to a foundation, those assets become the sole property of that foundation with full legal and beneficial title and do not form part of the founder’s personal estate.

Conclusion

Seychelles has maximised its appeal and effectiveness as an offshore financial services centre by striking an effective balance between sound regulatory practice and attractive products. With Seychelles’ financial industry gathering momentum, it is now well placed to serve the international market.

Dr Steve Fanny
Dr Steve Fanny is the Chief Executive Officer of the Seychelles Financial Services Authority (FSA), a post which he held previously when FSA was referred to as SIBA. Prior to his current appointment, he occupied the post of Chairman of the FSA Board of Directors. He holds a number of different professional qualifications in Accounting and Finance and a Masters in Audit Management, and Consultancy specializing in Forensic Accounting and a Doctorate in Islamic Finance with the Swiss Management Centre University.