Seychelles IBCs booklet – English

A G L O B A L A P P R O A C H T O L E G A L S O L U T I O N S

Seychelles International Business Companies

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This booklet is intended for the exclusive use of our clients so that easy reference may be made

to a short explanation of the International Business Companies Act, 1994 (Act 24 of 1994), of

the Republic of Seychelles, and to our standard forms.

We believe our colleagues and other professional advisors will find this booklet especially

useful, as it contains a comprehensive explanation of the main aspects of the current Seychelles

Legislation which relate specifically to corporations.

Mossack Fonseca & Co. and its international affiliates will not provide any services to any

person or organisation seeking to engage in money laundering or unlawful activities.

MOSSACK FONSECA & CO. (SEYCHELLES) LIMITED

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TABLE OF CONTENTS

I. APPLICABLE LAW AND REGULATIONS 3

II. ATTRACTIVE FEATURES 3

III. FORMATION PROCEDURE 4

A. Meaning of an “IBC” 4

B. Information Required to Form An IBC 4

B.1 Name of the Company 4

B.2 The Authorised Capital 5

B.3 Special Clauses 5

B.4 The Registered Office and Registered Agent 5

B.5 Objects 5

B.6 Name and Address of the Subscriber 5

IV. TAXATION/TAX TREATMENT 6

V. BOOKS AND RECORDS 6

VI. DIRECTORS/SHAREHOLDERS/MEMBERS/OFFICERS 6

A. Directors 6

B. Members 7

C. Officers 7

D. Shares 7

VII. REDOMICILIATION 8

A. The Articles of Continuation 8

B. Additional Documents 8

C. Certificate of Continuation 8

D. Effects of Redomiciliation 8

VIII. COSTS 9

A. Formation Costs 9

B. Annual Costs 9

B.1 Registered Agent and Registered Office fees 9

B.2 License Fees 10

B.3 Surcharges 10

B.4 Reactivation Fee 10

B.5 Annual Costs Applicable to Redomiciled Companies 10

IX. SHELF COMPANIES 10

X. CERTIFICATE OF GOOD STANDING 11

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I. APPLICABLE LAW AND REGULATIONS

Seychelles International Business Companies are regulated by Seychelles' International

Business Companies Act, 1994 - Chapter 100A (Act 24 of 1994), including amendments

per Act No. 9 of 1995, Act No. 9 of 1997, Act No. 5 of 2000, Act No. 31 of 2005, Act

No. 28 of 2007, Act No. 33 of 2007, Act No. 7 of 2009 and Act No. 20 of 2011.

II. ATTRACTIVE FEATURES

Below is a summary of some of the more attractive features of the IBC Act:

No requirement to file annual returns or financial statements.

No requirement to hold annual general meetings of shareholders or directors.

Full exemption from taxation on any business activity or transaction carried on

outside the Republic of Seychelles.

Speedy incorporation procedures and simple ongoing administration.

Reasonable formation and maintenance costs and fees.

No minimum or maximum capital requirements.

Minimum registration fee on any capital.

IBC's may engage in any lawful business in any country and may carry on

transactions in whatever currencies they choose.

Nominative or Bearer shares, at owner's option.

Bearer shares do not need to be paid up for issuance thereof.

IBC's need not have more than one director.

The shareholders, directors, and officers may be of any nationality and may be

residents of any country.

Neither the directors nor the officers need be shareholders.

Directors and/or officers can be either corporate entities or natural persons.

There is no requirement to register initial or ongoing changes in directors and/or

officers at the Registry.

Shareholders and/or directors may hold their meetings in any country and they may

attend such meetings by proxy.

The words "Limited", “Corporation”, “Incorporated”, “Société Anonyme”, or

“Sociedad Anónima” or the abbreviations “Ltd.”, “Inc.”, or “S.A.”, may be used in an

IBC's name.

Familiarity of incorporation documents (Memorandum & Articles of Association,

Certificate of Incorporation).

Use of "Apostille" should documentation need to be legalised.

Incorporation documents may be drafted in Spanish or any other language together

with a translation into English or French.

The name of the company may be expressed in any language together with its

translation into, or transliteration in English or French.


III. FORMATION PROCEDURE

The documents of incorporation are the Memorandum of Association and the Articles of

Association.

The reservation of a name initiates the process of incorporation and may be effected very

quickly. Approval is given immediately. The company is then incorporated; it is not

necessary for the client to come to the Republic of Seychelles nor to sign any documents

relating to the formation of the company. The documents of incorporation are thereafter

submitted for registration, together with the incorporation fee and the application.

The documents of incorporation are checked by the Registrar and, upon approval, a

Certificate of Incorporation is issued within 48 hours as of the time the documents are

lodged with the Registry.

A. Meaning of an “IBC”

An IBC, being an offshore company, is a company that cannot:

(a) carry on business in Seychelles;

(b) own an interest in immovable property situate in Seychelles, or a lease of

immovable property situate in Seychelles;

(c) carry on banking as defined in the Financial Institution Act, 2004 of the

Republic of Seychelles;

(d) carry on business as an insurance or a reinsurance company; or

carry on international corporate services, international trustees services or foundation

services as defined in the International Services Provider Act. 2003.B. Information

Required To Form An IBC

B. For the incorporation of an IBC, we require only the following information:

B.1 Name of the Company

The words “Limited,” “Corporation,” “Incorporated,” “Société Anonyme” or

“Sociedad Anónima”, “Public Limited Company”, “Société à Responsabilité

Limitée”, “Berhad”, “Proprietary”, “Namloze Venootschap”,

“Besloten Venootschap”, “Aktiengesellschaft” or “Limited Life Company”, or

the abbreviations “Ltd.”, “Corp.”, “Inc.”, “S. A.”, “PLC”, “S.A.R.L.”, “Bhd”,

“Pty”, “N.V.”, “B.V.”, “A.G.” or “LLC” shall be the last word of the name of

every company incorporated under the IBC Act. A company incorporated

under the laws of a jurisdiction outside Seychelles and continued as a


company incorporated under the IBC Act may use the name designated in the

Articles of Continuation.

The name of a company may be expressed in any language, but where the

name is not in a national language (English or French), a translation or

transliteration of the name in English or French shall be given.

B.2 The Authorised Capital

The share capital may consist of shares with a nominal or par value. A

statement to that effect needs to be included in the Memorandum of

Association and in the Articles of Association. Our standard Memorandum of

Association provides that the authorised capital will consist of US$50,000.00

divided into 50,000 shares with a par value of US$1.00 each. The directors

are duly empowered to issue shares as registered shares or to the bearer, as

they may at their discretion determine by resolution. However, should the

company authorizes the issuance of bearer shares, the name and address of the

holder of such shares must be included in the Company’s share register. A

share capital of any amount pays a registration fee of US$100.00. Should a

client prefer it, it can be stated in the Memorandum of Association and

Articles of Association that shares are without par value.

B.3 Special Clauses

Unless there is a particular reason for requesting that an additional or special

clause be inserted or a particular clause deleted, or that any other amendment

be made, it is suggested that our existing standard Memorandum of

Association and Articles of Association as detailed below be used.

B.4 The Registered Office and Registered Agent

In our standard Memorandum of Association, our own office is the Registered

Office and we act as the Registered Agent of the IBC in the Republic of

Seychelles.

B.5 Objects

The objects in our Memorandum of Association are extremely wide and cover

any possible type of operation or activity (Please see Appendix 1).

B.6 Name and Address of the Subscriber

Our nominee company in the Republic of Seychelles acts as the subscriber to

the Memorandum of Association and Articles of Association, but as

subscriber it has no subscription rights.


IV. TAXATION/TAX TREATMENT

Income by IBC's is exempted from income tax in the Republic of Seychelles. This includes all

dividends, interest, rents, royalties, compensations, capital gains realised with respect to any

shares, debt obligations or other securities, and any other amounts paid to the company.

In addition to this, no estate, inheritance, succession or gift tax, rate, duty, levy or other charge is

payable with respect to any shares, debt obligations or other securities of a company

incorporated under the IBC Act.

In general, all transactions of an IBC are exempted from the payment of stamp duty.

V. BOOKS AND RECORDS

An IBC shall keep or cause to be kept proper accounting records that are sufficient to show a true

and fair view of the company’s affairs and explain its transactions, financial position and to

enable preparation of the company’s accounts.

The accounting records consist of documents relating to assets and liabilities of the company,

including receipts and expenditure, sales and purchases and other transactions.

The company is now required to keep these records at the Registered Office or any other place

that the directors think fit; where the accounting records of a company are kept at a place other

than the registered office, the company shall inform the registered agent in writing of the

physical address of that place.

An IBC must keep a copy of the Register of Directors and Officers, and, the Share Register

containing the names and addresses of the persons who hold shares in the company, commencing

from the date of the registration of the company, at the registered office of the company or such

other place as the Directors determine and the company shall inform its registered agent of the

address of the other place.

An IBC must keep minutes of all meetings of directors, members or committees of directors;

copies of all resolutions consented to by directors, members or committees of directors.

The required books, registers, records, documents and minutes are kept at the registered office of

the Company or such other place as the directors may determine, but the company shall inform

the Registered Agent of such other place.

VI. DIRECTORS/SHAREHOLDERS/MEMBERS/OFFICERS

A. Directors

The business and affairs of an IBC are managed by the directors and the directors have

therefore all the powers of the company that are not reserved to the members under the

IBC Act.


Our standard Articles of Association provide that the IBC may have one or more

director(s).

The first director(s) is (are) elected by the subscriber to the Memorandum of Association.

Any director may, by a written document under his hand deposited at the Company’s

Registered Office, from time to time appoint another director or any other person to be

his alternate.

We are frequently requested to provide directors. For such purpose, we have companies

available to serve as directors provided we have acceptable references from the relevant

parties. Furthermore, if we consider it necessary, we may ask our client to execute a

Letter of Indemnity per the pro forma which appears in Appendix 11. The least we

would accept from our clients in such a case would be confirmation to the effect that the

interested party is a person of credit.

The directors fees are quoted in our fee schedule.

B. Members

The Articles specify proceedings at meetings, voting, and for members (i. e.

shareholders) acting through representatives at meetings.

Members may be represented by a natural person or a body corporate. Members may

also be represented by proxy.

C. Officers

The directores may, by resolution of directors, appoint any person, including a person

who is director, to be an officer or agent of the Company.

Subject to the Memorandum or Articles, each officer or agent has such powers and

authority of the directors, excepting those powers reserved for members in accordance to

the Law.

The directors may remove an appointed officer or agent, as well as revoke or vary any

powers conferred to them.

D. Shares

Our Articles also detail many aspects of the share capital, such as the variation of rights,

transfer of shares, transmission of shares, fractional shares, acquisition of the Company’s

own shares and alterations in the share capital.


VII. REDOMICILIATION IN THE REPUBLIC OF SEYCHELLES

Based on the IBC Act, a company incorporated under the laws of a jurisdiction outside the

Republic of Seychelles (that is, a foreign company) may continue, permanently or provisionally,

as a company incorporated under the IBC Act if it fulfils the requirements prescribed by the IBC

Act.

A. The Articles of Continuation

It is necessary for the foreign company to approve a document entitled

“Articles of Continuation”; which must be approved by a majority of the

directors or other persons charged with exercising the powers of the company.

We prepare this document for direct execution by the directors or such other

persons of the company or by us based on a proxy granted in our favour by the

persons who represent the company (if this is allowed by the company's

constitutional documentation).

A very simple way for a foreign company to be redomiciled in the Republic of

Seychelles would be for such a company to fully adopt our standard

Memorandum and Articles of Association.

B. Additional Documents

The documentation set out below is also required, in English or French or, if

written in a language other than English or French, accompanied by a certified

translation into English or French duly signed by the Company’s Registered

Agent. We deal with this documentation.

(a) Certificate of Good Standing (or its equivalent) from the Companies

Registry of the place where the company was incorporated.

(b) Copy of the Memorandum and Articles of Association (M & AA) or

their equivalent (same may be certified by us as Registered Agent).

C. Certificate of Continuation

A foreign company that has filed the necessary documentation at the

Registrar’s Office in the Republic of Seychelles will receive a Certificate of

Continuation.

D. Effects of the Redomiciliation

The main effects of redomiciliation under the IBC Act are:


(a) once the Certificate of Continuation has been issued, the company

continues as a Seychelles IBC under the name designated in the

Articles of Continuation;

(b) the company's Articles of Incorporation or Memorandum and

Articles of Association (or their equivalent) as amended by the

Articles of Continuation are the new Memorandum and Articles of

the company;

(c) property and business of every description continue to be vested in

the company;

(d) the company continues to be liable for all its claims, debts, liabilities,

and obligations;

(e) all shares in the company that were outstanding prior to the

continuation in respect of the company shall be deemed to have been

issued in accordance with the IBC Act;

The company retains its full legal standing in the Republic of Seychelles notwithstanding

any provision to the contrary in the laws of the jurisdiction under which it was

incorporated. The company loses such status only when it is actually dissolved in the

Republic of Seychelles.

VIII. COSTS

A. Formation Costs

The costs for the formation of a company are set forth in our fee schedule, which is

available upon request. Our charges always include the first year’s Registered Office and

Registered Agent fees, the registration fee, four share certificates and the share register.

Expenses such as notarisations, telexes, faxes, legalisations and air freighting of

documents are charged separately

B. Annual Costs

B.1 Registered Agent and Registered Office fees

As mentioned above, the IBC Act requires that all corporations have a Registered

Agent and a Registered Office in the Republic of Seychelles. Registered Agent

and Registered Office fees are set forth in our fee schedule, which is available

upon request.

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B.2 License Fees

A company the name of which is on the register on 31st December in any year

shall before the date of the relevant anniversary of its incorporation under the Act,

pay to the Registrar an annual licence fee of US$100.00.

B.3 Surcharges

(a) 10% on the annual license fee if it is paid within 90 days following the

incorporation anniversary.

(b) 50% if the annual license fee is paid over 90 days after the incorporation

anniversary.

(c) Companies are struck off the Register on 31st December of the year in

which the 50% surcharge is applied.

B.4 Reactivation Fee

The company may be restored to the Register by paying the following applicable

fee:

(a) If the company is reinstated between the 1st of January and the

30th

of June following the 31st of December of the year it was

struck-off, it pays a US$300.00 reactivation fee.

(b) If the company is reinstated on or after the 1st of July following the

year it was struck-off, it must pay a US$600.00 reactivation fee.

B.5 Annual Costs Applicable to Redomiciled Companies

All regular IBC annual costs will be applicable to any foreign company

transferring its domicile to the Republic of Seychelles as of the calendar year next

following the year of its redomiciliation.

IX. SHELF COMPANIES

It frequently happens that a client requires, for reasons of expediency or otherwise, an already

existing company. In order to be able to respond to such needs, we always have a number of

already existing companies for sale. These companies are “clean”, that is to say, they have never

traded or engaged in any transaction whatsoever. We deliver to our clients a letter to this effect

(please see Appendix 8). They are more expensive than companies made to order and their

prices vary depending on whether legalisations are required, the age of the company, etc.

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X. CERTIFICATE OF GOOD STANDING

The Registrar shall, upon request by any person, issue a certificate of good standing under his

hand and seal certifying that a company incorporated under the IBC Act is in good standing, if

the Registrar is satisfied that the name of the company is on the Register and that the company

has paid all fees, licence fees and penalties due and payable.

The certificate of good standing will contain a statement as to whether:

(a) the company has submitted to the Registrar articles of merger or consolidation

that have not yet become effective;

(b) the company has submitted to the Registrar articles of arrangement that have

not yet become effective;

(c) the company is in the process of being wound up and dissolved; or

any proceedings to strike the name of the company off the Register have been

instituted

SEY-BOOKLET-ENG-AUGUST 2012

www.mossfon.com

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