Seychelles: Guide To International Business Companies In Seychelles

Last Updated: 1 March 2014
Article by Malcolm Moller

1. INTRODUCTION

The Seychelles' statute law on companies is contained in the Companies Ordinance, 1972 (Companies Ordinance) which was modelled on the old UK Companies Act. However, for investors looking to benefit from Seychelles as an offshore jurisdiction, companies can be formed under the International Business Companies Act, 1994 (IBC Act) and the majority of companies incorporated for the purpose of offshore business are incorporated pursuant to the IBC Act.

All references to legislative provisions herein are to the IBC Act, unless otherwise stated.

PART A: SEYCHELLES COMPANIES

2. CLASSIFICATION

The IBC Act provides solely for companies incorporated under the IBC Act and a company so

incorporated is referred to as an "international business company" (IBC).

A company incorporated as an IBC is allowed to carry on business outside the Seychelles and is restricted from owning or leasing immovable property situated in the Seychelles (except where the IBC 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) and cannot carry on banking business or business as an insurance or reinsurance company or the business of providing the registered office for companies. For such business activities, a separate licence is required and the company must be incorporated under the Companies Ordinance and then apply for separate licences as provided for in relevant legislation.

An IBC is subject to relaxed statutory requirements and the salient issues are as follows:

  • the name of the company may be in any language 1;
  • have at least one director and one shareholder (although there is no residency requirement,
  • nor nationality stipulations);
  • proper accounting records are required to be maintained that are sufficient to show and correctly explain the IBC's transactions and to enable the financial position of the IBC to be determined with reasonable accuracy at any time and for accounts to be prepared;
  • registered shares may be issued in any currency;
  • no minimum capital requirements;
  • the only documents of the company that are on the public record are the Memorandum and Articles of Association;
  • shareholder(s), director(s) and officer(s) need not make any returns; and
  • meetings of shareholder(s) and director(s) are not required to be held in Seychelles.

3. INCORPORATION

An application for incorporation of an IBC is submitted to the Registrar of Companies at the Seychelles International Business Authority (the Registrar) and must include the memorandum and articles of association (§14(1)).

Where the Registrar is satisfied that the application for incorporation of a company complies with the IBC Act and upon payment of the prescribed fees, the Registrar will register the memorandum and articles of association on the Register of International Business Companies as maintained by the Registrar and thereafter issue a certificate of incorporation in respect of the IBC (§14(2) & (3)).

The approval of name reservations and registration and incorporation of a new IBC can be completed on the same day.

4. IBC MEMORANDUM AND ARTICLES OF ASSOCIATION

A certificate of incorporation issued by the Registrar is prima facie evidence that all the requirements of the IBC Act have been complied with, in respect of the incorporation (§16).

The IBC Act requires that a company should have a memorandum and articles of association, which may be written in English or French. If they are written in a language other than English or French, they shall be accompanied by a translation in the English or French language certified by the registered agent of the company.

Under the memorandum and articles of association the company, the board, and each director and member have the same rights, powers, duties and obligations set out in the IBC Act, except to the extent that they are restricted, limited or modified by the memorandum. In effect, an IBC's memorandum and articles of association act as a binding contract between (i) the company and each member; and (ii) each member, in accordance with its terms and provisions (§12(4) & 13(3)). Subject to any limitation in its Memorandum or Articles, an IBC may amend its memorandum or articles by a resolution of members or, where permitted by its memorandum or articles or by the IBC Act, by a resolution of directors.

4.1 Memorandum

The memorandum of every IBC 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. Once the memorandum is registered it will bind the company and its members (§12(3), (4)).

The memorandum must state (§12(1)):

  • 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 (although the company may include a statement, which denotes that the company is to be incorporated for all objects and purposes and to engage in all activities that are not prohibited under any law for the time being in force in Seychelles. This statement effectively provides that all acts and activities that are not illegal are a part of the objects or purposes of the company, subject to any limitations in the memorandum);
  • 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 designation, 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;
  • 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;
  • a statement that the liability of the members is limited;
  • in the case of a company limited by guarantee and with or without a share capital, a statement to the effect that every guarantee member of the company undertakes to contribute up to a specified amount to the assets of the company in the event of its being wound up while that member is a guarantee member or within six months of that member ceasing to be guarantee member for:
    • the payment of the liabilities of the company contracted or otherwise incurred before that member ceased to be a guarantee member;
    • the costs, charges and expenses of winding up; and
    • the adjustment of the rights of contributories among themselves.

4.2 Articles of Association

The articles of association of every IBC 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. Once the articles of association are registered (within 30 days following the date of incorporation) it will bind the company and its members (§13).

Subject to any limitations in the IBC Act and the IBC's memorandum and articles of association, an IBC 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 IBC (§9(1)).

In addition, a person is not deemed to have notice or knowledge of the contents of a company's constitution (or any other document relating to a company) merely because the constitution (or document) is registered with the Registrar or is available for inspection at an office of the company.

4.3 Names and Change of Name

The Registrar will not register a company (or register a change of the name of a company or reserve a name) if the name is identical with that of a statutory corporation or that under which a company in existence is already incorporated under the IBC Act or registered under the Companies Ordinance or so nearly resembles the name of another company as to be calculated to deceive, except where the company in existence gives its consent (§11). The Registrar will also not register a company with a name that includes the word "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 the Government of any other country. However, 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. Further, no name will be registered which is indecent, offensive or, in the opinion of the Registrar is otherwise objectionable or misleading or being confused with another company wherever registered, or is a registered trademark in Seychelles or elsewhere of a product (§11(3)). The IBC Act also provides a list of words (Part III of the Schedule) from which any word or combination of words or the abbreviation of that word or combination of words found therein must form part of the name of every IBC, provided that a company incorporated under the laws of a jurisdiction outside Seychelles and continued as an IBC, they may use the name designated in the articles of continuation (§11(1)).

The successful name reservation will preserve a name for 90 days, upon payment of the prescribed fee.

To view the full article please click here.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Authors
 
Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Related Topics
 
Related Articles
 
Up-coming Events Search
Tools
Print
Font Size:
Translation
Channels
Mondaq on Twitter
 
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.

Disclaimer

The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.

General

Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions