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OFFSHORE SEYCHELLES COMPANY FORMATION. INCORPORATE OFFSHORE COMPANY IN SEYCHELLES, Welcome to Coddan online Seychelles International Business Company formation agent. We recommend reviewing this site in its entirety, so that you are knowledgeable of the Seychelles jurisdiction and the powers granted to Seychelles companies. We will guide you through the process of registering your Seychelles offshore company and establishing your registered identity. Complete and submit an IBC application form. Adequate completion and submission of this form, along with the provision of payment, will enable Coddan to incorporate your proposed Seychelles company within three business days. We will express mail your corporate documents to the mailing address you specify in your incorporation order. If you want to become familiar with the description and the contents of Seychelles company formation packages, offered by Coddan and to find above, what kind of service is included in this or that Seychelles companies incorporation package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the Seychelles company incorporation, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen. The Seychelles IBC - £300.00 is the simplest and cheapest type of all offshore corporate entities available in Seychelles. The International Business Companies Act 1994 allows significant flexibility for this type of corporate vehicle. Along with minimal filing requirements and low government fees an IBC incorporated in the Seychelles represents excellent value for money. A Seychelles IBC is not permitted to trade or to own a real estate within Seychelles or to offer the service of registered office in the Seychelles. An IBC in the Seychelles is not subject to exchange or currency controls.

1. A Seychelles IBC has zero percent tax liability. 2. An International Business Company and its employees are not liable to pay any kind of tax. 3. An IBC has no compulsion to disclose the identities of its directors, secretaries, shareholders and employees. 4. A sole director can register an IBC in the Seychelles. The sole director can also act as the sole shareholder. 5. There is no minimum or maximum share capital limit, nor is there a need to disclose this information to any authority. 6. Bearer shares are allowed for an offshore company. 7. There is no compulsion to hold an Annual General Meeting (AGM) for an offshore company registered in the Seychelles. 8. The accounting books of the partnership may be kept at the registered office of the company or abroad. 9. An IBC in the Seychelles can hold and issue shares in any currency. 10. An IBC registered in the Seychelles operates in a stable political and economic environment. +44 (0) 207.637.3802 +44 (0) 289.099.8744 +44 (0) 800.081.1510 info@ukincorp.co.uk

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Off-shore company formation is a complex issue. Seychelles is very attractive for offshore company formation. The most versatile type of all offshore corporate entities available in Seychelles is the International Business Company, known as the IBC. It is very similar to the other widely known offshore corporate vehicles, notably the British Virgin Islands IBC. There are currently over 12,000 IBC registered in Seychelles. A Seychelles IBC is, by definition of the law, not subject to any tax or duty on income or profits. It is also exempt from stamp duties on transfer of property and any exchange controls. Thus some of the advantages:

• Low formation and maintenance fees
• Dispatch is same or next day
• Minimal ongoing compliance requirements
• No income tax liability in the Seychelles
• Bearer shares can be issued
• Shareholder(s) can be individuals or companies
• Minimum of one Director, who can be an individual or company
• No public Record of Director(s)
• No information required by the authorities prior to incorporation
• No requirement to file annual accounts
• No restrictions on where company meetings can be held
• Ready-made companies available

Please note » The prices payable for the items that you order are clearly set out in the web site. There will be no contract of any kind between you and us unless and until we receive payment from you. We act as your agent in the incorporation of offshore companies. We are not able to guarantee that any such filing will be acceptable to Companies Registrar, nor are there any contractual obligation upon us to do so. If Companies Registrar rejects incorporation or other filing, we will credit your account with a full refund and the contract between us will be made void. Companies Registrar does not offer a cancellation facility for the incorporation of companies or the filing of documents. We will be unable to cancel any such submission on your behalf and will not refund any payment you have made. All prices shown at Coddan Web Site are in Great British pounds. Credit cards are the preferred method of payment; we accept VISA, MasterCard and Delta. We can accept payment in UK Pounds Sterling, US Dollars, Euros, Australian Dollars and Canadian Dollars.

Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors. Dear visitors, while having a chat session with a customer, we are frequently requested to give a piece of advice on tax planning or business structuring. We would like to inform you that it is against our principles to provide online advice pertaining to these issues. The points that may be covered during a session include service description, package or service price, navigation at our website, ways of making an order, methods of payment etc. Yet, if you wish us to provide you with advice on tax or business structuring, you should be aware that this service is chargeable. If you have any questions please E-Mail or call us: 0800 081 1510 or +44 (0) 207 637 3881, fax: +44 20 7681 3318.

Please read the following before you get started:

SEYCHELLES EXECUTIVE SUMMARY

The Very Model Of A Modern Archipelago. The Seychelles are a byword for tropical beauty. The 115 islands, near the equator and outside the cyclone belt, are indeed unspoiled. The main island, Mahe, has an airport and a very good port, Victoria. Most of the 80,000 inhabitants live on Mahe, and are a blended mixture of French and African, speaking Creole, but also English and French, especially in business. The British granted independence only in 1976; the Seychelles are an independent democratic republic with a presidential style of government. The President from 1977 until 2004, Albert Renee has overseen the conversion of a 'fishing and bananas' type of economy into a modern tourist Mecca, alongside a carefully created offshore financial centre which has taken good notice of its competition.

Economy Dependent On Tourism. The service sector contributes 70% of the Seychelles's economy, which is based on tourism, fish processing and commerce. The International Trade Zone is successful, and the Seychelles are on the way towards becoming an Indian Ocean trading entrepot, which is their avowed goal. The Government is torn between Colbertian paternalism (very French) and economic liberalism (very English) and it is hard to say which is winning. Currently there is growth but also unemployment and a deficit. The local population is not always willing to be cast in the role of economic superstars, to the despair of the Government, which privately would like the Seychelles to be a new Singapore. A macro-economic programme under the acronym MERP, launched in 2004, aims to correct fiscal and economic imbalances with increased taxation and government retrenchment.

The Seychelles' Low tax Specialisations. The Seychelles have territorial taxation; thus only locally-sourced income is taxed. There is recent, well-formed legislation for International Business Companies, Offshore Banks, Insurance Companies, Mutual Funds, Trusts, and extensive programmes of investment incentives, as well as the International Trade Zone, all of these being basically free of taxes. In 2003, the government legislated for additional types of company: Special Licence Companies, Protected Cell Companies and Limited Partnerships. It is easy to form corporations, and privacy is reasonably assured. There are tax treaties with a number of countries, including China. Banking and shipping are the Seychelles' two main 'offshore' industries. The Seychelles started to create an IOFC only quite recently, but by 2003 10,000 companies had already been registered. The Trade Zone is probably the most successful aspect of the offshore initiative, and that has more to do with trade than tax.

Moderate Taxation For Local Business. Locally-sourced profits are taxed at up to 40%, and so-called 'social security' contributions amount to an income tax at up to 40% for individuals for all sectors other than the Trade Zone. There are no other taxes to speak of. There is a small withholding tax for some types of payment. All foreign-source income is tax-free. VAT has just been introduced, and there are import duties, but these have been reduced substantially in recent years. The Government's extensive investment incentive programmes give substantial tax benefits to incoming investors in many sectors; and the free zones are ideal for locating regional distribution centres. No company with exclusively external assets and commercial operations will pay tax.

IMPORT OF FOREIGN CAPITAL

All our Seychelles IBC are general trading companies which include Certificate of Incorporation & Memorandum and Articles of Association, Registered Agent and Address in Seychelles. 3-5 days incorporation service which enables you to appoint members details straight away. This procedure applies to all or packs with the payment of all government fees. This pack is sent directly to you via DHL. THE FOLLOWING UPGRADES CAN BE ADDED TO THE ABOVE PACKAGE: 1. Company Pliers Seals - £20.00. 2. Apostilled Certificate of Incorporation - £100.00. 3. Seychelles Nominee Director service for 12 months - £166.00. 4. Nominee Shareholders service for 12 months - £110.00. 5. Apostilled Certificate of Good Standing £125.00. +44 (0) 207.637.3802 +44 (0) 289.099.8744 +44 (0) 800.081.1510 info@ukincorp.co.uk

The government said in May 2001 that it was to put before the National Assembly several amendments to the current exchange control and money and trade taxation laws to tackle the problem of growing black market activity. The amendments proposed will close loopholes in laws such as the Exchange Control Act. Changes to this legislation will require individuals who possess any foreign currency to show evidence that it is obtained from a registered dealer and will prohibit the buying and selling foreign currency by authorised dealers at rates above the maximum rate or below the minimum rate determined by the Central Bank as well as prohibiting the export and import of Seychelles currency notes and coins in excess of SR 2,000. Amendments to the Central Bank Act will lead to the appointment of an Exchange Controller.

SEYCHELLES FORMS OF COMPANY

The vast majority of companies formed in the Seychelles for offshore purposes are incorporated under the International Business Companies Act 1994. However this law did not supersede the existing Companies Law 1972, which is based on English law and is used to form various types of company used by businesses trading in the Seychelles, and also for offshore businesses which are not permitted to use the IBC form, such as banks, insurance companies and mutual funds.

Companies formed under the Companies Act 1972 can be private companies limited by shares, by guarantee, or hybrid; or they can be unlimited, but that is rare. Public companies can also be formed under the Act. For all these types of company, Memorandum and Articles of Association must be filed at the Companies Registry, along with the registration fee.

Foreign companies can re-establish themselves in the Seychelles by way of continuation without the necessity for reciprocal arrangements in the original country of incorporation. An IBC wishing to leave the Seychelles may do so. In 2003, the government legislated for additional types of company: Special Licence Companies, Protected Cell Companies and Limited Partnerships.

Seychelles IBC Formation Package - £300.00. International Business Company. The International Business Company is the most widely used vehicle for offshore operations in the Seychelles; it normally takes the form of a private company limited by shares, but can also be a Limited Life Company. The governing legislation is the International Business Companies Act 1994. Statutory requirements are minimal, and flexible:

Only one director and one shareholder are required. Shareholders, directors and officers need not be resident in the Seychelles and there is no stipulation as to their nationality. There is no minimum capital requirement; shares may be either registered or bearer and may be issued in any currency. Accounts need not be kept; however, if they are kept there is no requirement for an audit. No returns are needed of shareholders, directors or officers. Shareholders and directors meetings need not be held in the Seychelles and can be held by telephone. The Memorandum and Articles of Association are the only documents to be held on the public record.

IBC status is granted subject to certain conditions: no business may be transacted with residents of the Seychelles. No ownership interest in real property in the Seychelles is permitted; property may be leased for office use only. Banking or trust business may be carried on only if an appropriate license is issued. Likewise, a licence is required to carry on insurance or re-insurance business. Engaging in the business of company management or providing registered facilities for Seychelles-incorporated companies is not permitted. IBCs are permitted various activities within the Seychelles without compromising their offshore status under the Act; these include: professional contacts with lawyers, accountants etc., preparation and maintenance of books and records. The holding of directors' or shareholders' meetings, ownership of shares in other Seychelles companies, whether under the Act or the 1942 Companies Law. Ownership of Government or Central Bank securities, ownership of a vessel registered in Seychelles.

It is usual to use a registered agent in the Seychelles to incorporate an IBC (eventually it is obligatory to appoint one anyway). Fees for incorporation of an IBC are based on the company's authorised share capital. Normally, the incorporation process takes no more than one day; however, for banks, trust companies and insurers the process is lengthier.

Seychelles Special Licence Company Formation Package - £950.00. Special Licence Company. Special Licence Companies (CSL) are formed under the Companies (Special Licence) Act, 2003 (the Act). Unlike the IBC, a CSL may carry on permitted business inside as well as outside of Seychelles. The CSL entity is a Seychelles domestic company (under the Companies Act 1972), which is granted a special licence under the Act. A Special Licence Company has substantial statutory tax advantages including access to the Seychelles Double Tax Agreements of which that with China is of particular current interest.

Key features of the CSL are as follows: a Special Licence Company may carry on any business as permitted under the Schedule to the Act - including as an international holding company, a headquarters company, a franchise company, a marketing company, a company holding intellectual property, an investment company, etc. Bearer shares are not permitted. Nominee shares are permitted, but the name and address of beneficial owner is required to be disclosed to the Registrar of Companies. This information is not made publicly available by the Registrar. Foreign shareholders are permitted. There is a minimum of 2 Directors, who may be located outside of the Seychelles. A Seychelles-resident Company Secretary is required. Directors' or shareholders' meetings can be held anywhere, including by telephone or video-link. An annual company return and audited accounts must be filed. There is provision for "redomiciliation" - a foreign or Seychelles IBC may be continued as a CSL - and a Special LicenceCompany may redomicile to another jurisdiction.

Seychelles Limited Partnership Formation Package - £700.00. Limited Partnership. Limited Partnerships (LP) are formed under the Limited Partnership Act, 2003 (the Act). An LP has substantial statutory tax advantages including the ability to receive income from sources outside of the Seychelles and distribute such income to foreign partners without incurring a Seychelles tax liability. A Seychelles Limited Partnership is highly suitable for international joint venture activities.

Key features of the LP are as follows: the LP is required to have one or more general partners who are liable for the debts of the LP, and one or more limited partners who are not so liable in most circumstances. At least one general partner must be a Seychelles person (either a resident individual or an IBC or domestic company or CSL or a Limited Partnership). A Seychelles registered office is required. An LP shall not carry on business in Seychelles, except to the extent necessary for the carrying on of the LP's business outside of Seychelles. An annual certificate must be filed verifying compliance by the Limited Partnership with the provisions of the Act.

Seychelles Protected Cell Company Formation Package - £950.00. Protected Cell Company. Protected Cell Companies (PCC) are formed under the Protected Cell Companies Act, 2003 (the Act). A PCC is a Seychelles domestic company that has the right to create one or more identifiable cells so as to segregate and protect cellular assets as permitted under the Act. While each cell created by a PCC is separately identifiable and may have its own cellular assets, no cell will constitute a legal entity separate from the company (i.e. only the Protected Cell Company is a separate legal entity).

The directors of a PCC have a duty to keep cellular assets separate from non-cellular assets, and to keep the assets attributable to each cell separate from the assets attributable to other cells. Liabilities attributable to a particular cell of a Protected Cell Company cannot attach the assets of other cells. As in other jurisdictions, the Protected Cell Company has particular use and appeal for captive insurance and collective investment scheme applications. It is likely that approval will be limited to these areas and for non-domestic business only.

Trusts. The International Trusts Act 1994 established, for the first time, a regime for international trusts in the Seychelles; it does not provide for domestic trusts. The Act was drafted after a thorough study of current practice in a number of leading offshore jurisdictions. Under the Act, the Seychelles International Business Authority (SIBA) is appointed as the regulatory body for trusts, alongside the Court.

The following are some of the key features of the Seychelles Trust regime: an international trust may be created in writing, by will or by oral declaration; deemed trusts are admitted, as are those resulting from a decision of the Court. Purpose trusts are permitted. The settlor must reside outside the Seychelles for the duration of the trust; at least one trustee must reside in the jurisdiction, but this trustee may be an IBC, which shall not thus be deemed as resident; an IBC may therefore be a settler. The trust property may not include any Seychelles movable or immovable property. The names of settlors and beneficiaries are confidential under the Act, unless a Court orders disclosure under the Anti-money Laundering Act. The standard perpetuity period is 100 years; but it does not apply to purpose trusts. The accumulation of income is permitted. Forced heirship judgments are specifically excluded. An international trust is exempt from tax in the Seychelles. Registration of trusts must be carried out by one of the two licensed trustees currently operating in the Seychelles.

Seychelles Offshore Legal And Tax Regime

The main forms useful for offshore operations in the Seychelles are the International Business Company, the various types of Companies Act company, the Trust, and two new forms introduced in 2003: Special Licence Companies and Limited Partnerships.

The International Corporate Service Providers Act, 2003, provides for the licensing of trust management and company formation agents.

Forms of Offshore Operation. Offshore operations may take place within the following forms: Limited or Unlimited Companies Act Company; International Business Company; Limited Life Company; Trust; Special Licence Company (formed under the Companies Act); Limited Partnership.

The continuing annual renewal fee for IBC status is the same amount. There is a scale of fees in the International Business Companies Act covering inspection of documents in the Registry, copies of entries, increase of capital etc. etc. The fee levels are fixed for the life of an IBC, whatever subsequent changes may take place to fee levels.

IBCs are exempt from the Business Tax, from withholding taxes and from Stamp Duty; however they pay social security contributions on the salaries of employees unless the IBC is in the International Trade Zone or the employees are crew members of a ship in international waters.

Offshore insurance companies are exempt from the Business Tax, from withholding taxes, from customs duties and from Stamp Duty. They can if they wish elect to pay Business Tax at a rate which is agreed with the Commissioner of Taxes. There is a guarantee of exemption from future taxes for 20 years from the time of registration. Insurance companies pay social security contributions in respect of their employees.

SITZ companies are exempt from the Business Tax, from withholding taxes, from customs duties and from Stamp Duty. SITZ employers are also exempt from the need to pay social security contributions in respect of directors or employees.

International (Offshore) Trusts pay an initial registration fee of US$100. Offshore Trusts are exempt from the Business Tax, from withholding taxes and from Stamp Duty.

Limited Partnerships pay a registration fee of US$200. They may receive income from sources outside of Seychelles and distribute such income to foreign partners without incurring a Seychelles tax liability. In addition: an LP is exempt from all Seychelles tax or duty on income or profits of the LP; an LP is exempt from stamp duty on property transfers, share transfers and other business transactions. An LP is exempt from trades tax on all furniture and equipment imported into Seychelles for office use. An LP has exemptions under the Social Security Act. These exemptions granted under the LP Act are guaranteed for twenty years and continue in force thereafter unless otherwise provided for by written law.

Special Licence Companies (CSL) pay a US$200 application fee, an annual licence fee of US$1,000, and a US$200 annual filing fee. They may carry on permitted business inside as well as outside of Seychelles. The CSL entity is a Seychelles domestic company (under the Companies Act 1972), which is granted a special licence under the Companies (Special Licence) Act and has access to Seychelles' steadily expanding network of double taxation avoidance treaties - of particular interest is its DTA with China. In addition: a CSL is liable to Seychelles business tax at the rate of 1.5% on its world-wide income (as an exception to the Seychelles territorial tax system, any foreign income derived by a CSL will be deemed to be Seychelles-sourced income). A CSL is exempt from from withholding taxes on dividends, interest and royalties. A CSL is exempt from stamp duty on property transfers, share transfers and other business transactions. A CSL is exempt from trades tax on all furniture and equipment imported into Seychelles for office use. A CSL has exemptions under the Social Security Ac and from work permit fees for expatriate workers. These exemptions granted under the CSL Act are guaranteed for ten years and continue in force thereafter unless otherwise provided for by written law.

SEYCHELLES DOUBLE TAX AGREEMENTS

The Seychelles has Double Tax Agreements in force with China, South Africa, Indonesia, Thailand, Oman, Malaysia and Zimbabwe. Negotiations are said to have been concluded with Russia, Botswana, Vietnam, Malaysia, and Egypt. Discussions are underway with Tunisia, Cyprus, Mauritius and the Czech Republic. The Government sees such treaties as being an important part of its scheme to develop as a key financial hub in the Indian Ocean, and is actively negotiating more treaties with a number of its trading partners.

SEYCHELLES INTERNATIONAL BUSINESS COMPANY (IBC)

The most versatile type of all offshore corporate entities available in Seychelles is the International Business Company, known as the IBC. It is very similar to the other widely known offshore corporate vehicles, notably the British Virgin Islands IBC. There are currently over 12,000 IBC registered in Seychelles. The International Business Company is the most widely used vehicle for offshore operations in the Seychelles; it normally takes the form of a private company limited by shares, but can also be a Limited Life Company. The governing legislation is the International Business Companies Act 1994. Seychelles Incorporation Benefits:

Incorporation fees are fixed for life. Even if the annual renewal fees are increased in the future, a company incorporated before such an increase came into effect will not be 18affected adversely. IBC pays no taxes in Seychelles other than the Government License fee. Annual reporting (accounting, auditing) not required for IBC's. Accounts need not be kept; however, if they are kept there is no requirement for an audit. There is no minimum capital requirement; shares may be either registered or bearer and may be issued in any currency. Shares can be issued with or without par value. Only one shareholder and one director is required. Their particulars do not appear on public record. Moreover, we could provide nominees to maintain owner's confidentiality. Shareholders, directors and officers need not be resident in the Seychelles and there is no stipulation as to their nationality. Directors and/or officers can be either corporate entities or natural persons. There is no foreign exchange control. It takes only 24 hours to incorporate an offshore company in Seychelles and the fees are the lowest on the Internet. Speedy incorporation procedures and simple ongoing administration. Shareholders and directors meetings need not be held in the Seychelles, can be held by telephone, may attended by proxy. The Memorandum and Articles of Association are the only documents to be held on the public record. There is no requirement to register initial or ongoing changes in directors and/or officers. IBC's may engage in any lawful business in any country and may carry on transactions in whatever currencies they choose. Not highlighted by OECD. Not yet widely perceived as a tax haven. Fee anniversary is 12 months from incorporation, not December 31st.

A Seychelles IBC is, by definition of the law, not subject to any tax or duty on income or profits. It is also exempt from stamp duties on transfer of property and any exchange controls. Essentially, a Seychelles IBC is a completely tax-free corporation, insofar as it complies with a few simple rules of operation. The law provides that all exemptions for a Seychelles IBC shall remain in force for a period of twenty years from the date of incorporation of an IBC.

IBC status is granted subject to certain conditions:

No business may be transacted with residents of the Seychelles. No ownership interest in real property in the Seychelles is permitted; property may be leased for office use only. Banking or trust business may be carried on only if an appropriate license is issued. Likewise, a licence is required to carry on insurance or re-insurance business. Engaging in the business of company management or providing registered facilities for Seychelles-incorporated companies is not permitted.

IBCs are permitted various activities within the Seychelles without compromising their offshore status under the Act; these include: professional contacts with lawyers, accountants etc. Preparation and maintenance of books and records. The holding of directors' or shareholders' meetings. Ownership of shares in other Seychelles companies, whether under the Act or the 1942 Companies Law. Ownership of Government or Central Bank securities. Ownership of a vessel registered in Seychelles. Maintain a Seychelles-based bank accounts and deposits. Own a vessel or and aircraft registered in Seychelles. Shares in a Seychelles IBC may also be held by a person resident in Seychelles.

Secrecy. Confidentiality is one of the key features as details of the company beneficial owners, directors and shareholders are NOT part of public record. This information is kept only at the offices of the Registered Agent in complete confidentiality. Flexible structure. A Seychelles IBC needs only have one Director, who may be either a physical person or a corporate body. The management (directorship) your Seychelles IBC can be carried out in a combination of ways, but primarily there are two options:

Option 1:  Company directed by the owner. You, as the beneficial owner of the company, can be appointed as the Company Director. Although this appointment is not directly registered on the public file in the Registrar of Companies, this information and the relevant Resolutions must be held by the Registered Agent (us) in the registered office of the company. Obviously, the particulars of the Company Director will also show up in some of the main documents of the Company.

Option 2: Company directed by an appointed director (nominee). In this case the directorship of the company is taken by a professional third-party director. This position is also commonly known as "Nominee Director" although the term itself is a bit old-fashioned. The Nominee service can usually be provided by the Agent (us), or it can be outsourced to other reputable company management service provider. To that matter, the owner of the company can ask anybody to be appointed as the company director.

A company director is charged with making all material decisions about the company and its business. Directors are initially appointed by the first Subscriber, and then elected by shareholders. Many offshore jurisdictions, including Seychelles, permit the director to be a corporation. This may sound weird, but just imagine a management firm comprising of a team of highly competent management specialists who would take the duty of managing the company's regular business. Nevertheless, utilizing a corporate director may blur the clear structure of a company and make it difficult to comprehend, especially for people who live in countries where corporate directors are not a common practice. More often than not the existence of a corporate director will also indicate that the company is most probably an offshore entity.

There are not many drawbacks for an offshore company to have an individual director, apart from the fact that the services of individual directors would usually be more expensive than corporate. Another aspect, distant as it may sound, is the possible complication when such individual director falls ill, goes away for vacation or, as it may happen, dies. In case of a corporate director there will always be some person who will be empowered to sign or act on behalf of the company. In case of an individual director, there might not be. In such case the company would have to go through a lengthy process of registering a change of director in its file before the new director can act. Electing an alternate in the first place would therefore not be a bad idea. Just as well, a company may have one or several addition officers to fill various managerial and administrative roles within the company. The most common officer categories include President, Vice-President, Treasurer and Secretary. Some jurisdictions require that some or all of these roles be filled at incorporation.

The company directors may sometimes appoint managers or attorneys of the company, granting them certain powers to manage the affairs of the company. The manager may, for example, have a signing authority on a bank or securities account, or the powers to negotiate certain types of contracts for the company or do anything else that may be written in his power of attorney. Company shareholders or beneficial owners are quite often appointed as managers of the company for such purely practical reasons. It also needs only one shareholder.

Similarly as in case with the company director, being a direct shareholder of the company may adversely affect the desired level of confidentiality. In order to shield his direct link to the company, a company owner may involve services of a nominee shareholder. As it is a rather passive position (unlike the Directorship discussed above), the nominee shareholder service may be provided in a fairly straightforward manner. At registration the company will always have at least one corporate nominee Subscriber (initial shareholder for a minimum amount of shares). This is provided by us at incorporation. Thereafter, the shares may be issued and transferred to any individuals according to the order configuration. Alternatively, the shares may remain registered onto the initial Subscriber, who would in this way act as nominee shareholder. A nominee shareholder may act for several actual owners at once. The nominee shareholding relationship would usually be confirmed by appropriate declarations or pre-configured share transfer documents from the nominee towards the actual clients.

SHAREHOLDING STRUCTURE

Bearer shares. A Seychelles IBC can be configured with bearer shares, although certain procedural restrictions towards use of bearer shares are expected to be introduced soon. Offshore corporations, like onshore corporations, use shares to reflect their ownership. Shares are units representing a participation of a person in the company. Taking (or buying) a share in a company means simply that a person has agreed to invest some of his personal money or assets into the company. When he has done so, he acquires the right to participate in the profits and the decision-making process of that company in proportion to his share as in the total amount of the capital of the company.

TRUSTS

The International Trusts Act 1994 established, for the first time, a regime for international trusts in the Seychelles; it does not provide for domestic trusts. The Act was drafted after a thorough study of current practice in a number of leading offshore jurisdictions. Under the Act, the Seychelles International Business Authority (SIBA) is appointed as the regulatory body for trusts, alongside the Court.

The following are some of the key features of the Seychelles Trust regime :

An international trust may be created in writing, by will or by oral declaration; deemed trusts are admitted, as are those resulting from a decision of the Court;

Purpose trusts are permitted;

The settlor must reside outside the Seychelles for the duration of the trust; at least one trustee must reside in the jurisdiction, but this trustee may be an IBC, which shall not thus be deemed as resident; an IBC may therefore be a settlor;

The trust property may not include any Seychelles movable or immovable property;

The names of settlors and beneficiaries are confidential under the Act, unless a Court orders disclosure under the Anti-money Laundering Act;

The standard perpetuity period is 100 years; but it does not apply to purpose trusts;

The accumulation of income is permitted;

Forced heirship judgements are specifically excluded.

Registration of trusts must be carried out by one of the two licensed trustees currently operating in the Seychelles. An international trust may be set up to trade (commercial trust), to deal with life insurance (life insurance trust), to manage provident and pension funds or cash deposits etc. The grantors (i.e. trust creator or settlor) or the trustees can be named as beneficiaries under the trust. The grantor does not at any time during the duration of the trust have to be a resident of Seychelles, but at least one trustee must be so resident. The law governing an international trust is the law chosen by the grantor to be the proper law, expressed or implied, in the terms of the trust.

While we will assist in the establishment of a trust wherein the settlor or grantor retain absolute direct control of the trust assets by becoming the Trustee or by some other means, we are reluctant to do so. If the property is not within the absolute and discretionary control of the Trustee who is not the grantor or settlor, and the grantor or settlor retains overt control, little is accomplished as relates to asset protection especially, and to tax avoidance or minimization, typically. Laws in high tax countries specify that if the tax payer controls the property, then he must pay the taxes on the assets or earnings on the trust property.

The Discretionary Trust provides for a party to serve as the Settlor, being himself beyond the jurisdiction of the beneficiaries. The actual property can come from any place and be any thing. With a Discretionary Trust, the Trustee can add to the list of beneficiaries or remove beneficiaries. Certainly, in a Discretionary Trust, the Trustee has control over the property. This type of Trust is almost exclusively used for asset protection and tax and estate planning.

As already referred to, under current tax laws and regulations in the high tax or "sophisticated" countries where the Common Law trust is known, if the beneficiaries are know, there might be a decision to claim taxes due, even though there has been no distribution. The confidentiality laws of most offshore jurisdictions take this into account. With the confidentiality feature, there is not chance that anyone can get information as to who beneficiaries are.

To fill in the gaps where beneficiaries are not named in the Trust Deed or Trust Instrument, a Letter of Wishes filed with the Trustee to specify the Beneficiaries and their interest trust property will suffice. Also, where the Trust Deed does not specify details relative to distributions, a letter of wishes may be filed at any time by the beneficiary. Laws in most jurisdictions allow for this while not revoking the irrevocability feature of the trust. A Letter of Wishes may be filed at the time of initiating the Trust or at any time thereafter.

Incorporating offshore in Seychelles can provide an excellent tax haven strategy. Aside from tax savings, incorporating in Seychelles offshore also has a number of other benefits. Please contact us so one of our offshore specialists can discuss the numerous offshore incorporation and banking services we provide in Seychelles.

Documents Download »
Seychelles International Business Companies Act, 1994 (as amended, 2000) (548Kb RTF file)
Seychelles Limited Partnerships Act, 2003 (90Kb RTF file)
Seychelles Protected Cell Companies Act, 2003 (220Kb RTF file)
Seychelles Companies (Special Licences) Act, 2003 (91Kb RTF file)
Seychelles International Trust Act, 1994 (as amended, 2000) (147Kb RTF file)