Formation of Seychelles Companies

Seychelles is an independent republic company within the Commonwealth.   Its population is about 82,000 people.   Seychelles is formed by 115 Indian Ocean islands.   Its local political is relative stable and its government is democratically elected by people.

Seychelles company is formed based on the 1994 International Business Companies Act (IBC) (1994 year 23 Decree).   Same as British Virgin Islands companies, Seychelles companies are subject to fewer statutory restrictions and fewer reporting requirements.

The ultimate beneficiaries of a Seychelles company are not required to be disclosed to any governmental authoritiesy.
No prior approval from any Seychelles government departments is required for issuance or transfer shares.

However, Seychelles company is prohibited from the following activities:

( 1 ) to conduct business in Seychelles ;
( 2 ) to own a real estate  in Seychelles ;
( 3 ) to engage in those activities as defined under the Financial Institutions Act Bank or Trust Business in Seychelles ;
( 4 ) to engage in insurance or reinsurance business in Seychelles ;
( 5 ) to engage in the provision of services in Seychelles.

Seychelles company name
Seychelles company name must be ended with :-
"Limited", "Corporation", "Incorporated", "SocieteAnonyme", "SocieteAnonima", "Pulbic Limited Company", "Societe a Re sponsabiliteLimitee "," Berhad "," Proprietary ", NamlozeVenootschap", "BeslotenVenootschap", "Aktiengesellschaft" or "Limited Life Company " and other words or uses the following abbreviations " Ltd "," Corp "," Inc "," SA "," PLC”, "SARL", "Bhd", "Pty", "NV", "BV", "AG" or "LLC".

The name of a Seychelles company can be in any language to express, together with its translation or transliteration in English or French.

Statutory Registered Capital
There is no minimum or maximum capital requirements for Seychelles companies.   However, our firm will adopt a standard one for Seychelles companies with its registered capital of U.S. $ 50,000 divided into 50,000 shares of U.S. $ 1.00.   The Board of Directors of Seychelles companies will then pass a resolution formally to authorize a discretion issue to its shareholders or to issue bearer shares.

Shareholders of the Company
The minimum number requirement for a Seychelles Company is one.   The shareholder(s) can be any body corporate or a natural state.
Shareholders of Seychelles companies and their shareholding details must be recorded properly in its register of shareholders and the register of members is not open to public for inspection.
The beneficiary of a Seychelles company is not required to disclose to any of the Seychelles government agencies.

Annual General Meeting
Seychelles companies are not required to hold annual general meetings.
Members may by written resolutions as alternate method for passing resolutions at general meetings.
Minutes of general meetings must be kept properly, but there is no need to retain in Seychelles locally.

Directors of the Company
Each Seychelles company must have at least one director.   The director can be an individual or a body corporate.
Its register of directors must be kept at the registered offices, but there is no need to submit to the Registrar of Companies.
Board meetings of Seychelles company can be held everywhere all over the world, and by its Articles of Association, the resolution in writing signed by all the directors can be used instead of board resolution adopted by the physical board meeting.
All minutes of the board of directors’ meeting must be kept properly and there is no need to keep it in the Seychelles locally.

Registered Address and Registered Agent

Each Seychelles company must have a registered agent in Seychelles, our firm will provide registered agent services through providing registered address in Seychelles.

Company Chop
A Seychelles company must have a stamp chop with its company name clearly on it.

Company's books
Each Seychelles company is requested to prepare accounts, book-keeping and records.   But it cannot keep these books and records in the Seychelles locally.   There is no legal requirement for auditing of the company's books as well as the need to submit to the authorities.

Corporate Taxation
For each Seychelles companies which carry on commercial activities or transactions outside Seychelles, it is not subject to tax in the Seychelles.   So the company does not receive the profits tax returns from the respective tax department.   But these offshore companies are required to comply with the tax laws in other jurisdictions if they have business in that jurisdiction. In other words, if it is founded that the Seychelles companies carry on commercial activities or transactions in other jurisdictions, it has tax liability.

Transfer of shares
Base on the instrument of transfer, registered shares of a Seychelles company can be transferred.   Transfer and issuance of shares can be passed by board resolution.   The instrument of transfer shall includes the transferor executed and by the transferee's name and address thereon.
If the register of shareholders of the Seychelles company has not retained locally, the transfer of its shares in Hong Kong are required to pay stamp duty.

Seychelles company annual fee / annual license fees
Seychelles company must settle its annual fee includes annual government license fees, agency fees, registered office fees prior to its anniversary date of incorporation.   Failure to pay within the prescribed period may result in fines or the Registrar of Companies stricking it off.
Failure to settle but within 90 days from the anniversary establishment date of the Seychelles company, an additional 10% on the annual fee will be levied.
If more than 90 days from the anniversary establishment date of that Seychelles company, an additional 50 % on the annual fee will be levied.
If upon charging the 50% additional cost arising in the year but it has yet to pay the license fee, the Seychelles company will be, at the end of the year 31 December, be removed from the Register of Companies.