Company Incorporation in the Seychelles

In the Seychelles, there are no minimum authorised share capital requirements. The share capital can be denominated in any currency. While the standard share capital size that companies typically go with is US$100, there is no maximum limit set. The minimum issued capital is only one share of par or no par value. The most common company structure for offshore companies in the Seychelles, the IBC, can issue shares of no par value, registered shares, preference shares, redeemable shares, and shares with or without voting rights. Bearer shares are not allowed in the Seychelles.

Yes, certain business activities in the Seychelles need a licence from the Financial Services Authority (FSA). These activities include banking, money services, insurance, trust services, managing companies, running investment funds, and dealing with securities. If your business falls into any of these categories, you will need a licence to operate legally.

No, there are no local director or shareholder requirements for registering a company in the Seychelles. Foreign individuals or businesses can be the directors as well as hold 100% of their companies in the Seychelles. There must be at least one director, and the director can be of any nationality for an International Business Company (IBC), the most common company type in the Seychelles. There are no country of citizenship, birth, or residence requirements to be a member of a Seychelles company.

Only one director and one shareholder are required to register a company in the Seychelles, and the same person or entity can be both. The Act sets no maximum number of directors — the size of your board is whatever your articles allow. Directors can be of any nationality, irrespective of country of citizenship, birth, or residence, and corporate directors are allowed. Individuals who are disqualified from acting as a director under the Act cannot be appointed.

The structures used for international business in the Seychelles are: the International Business Company (IBC), by far the most common; the Limited Partnership; the Protected Cell Company (PCC); and the Company Special Licence (CSL), a Seychelles-resident company licensed under the Companies (Special Licences) Act. The Seychelles does not have a US-style limited liability company (LLC).

The Seychelles runs no public directory that discloses the directors, shareholders, or beneficial owners of a company, and the register of directors filed with the registry is not available for public search. That is privacy, not secrecy: your registered agent holds full identity records, beneficial ownership particulars sit in a confidential government database held by the Financial Intelligence Unit, and Seychelles authorities, law enforcement and treaty partners can obtain them through the proper channels — including under international exchange-of-information requests.

The Seychelles operates a territorial tax regime, so only Seychelles-source income is taxed — business tax runs at 15% on the first SCR 1 million of taxable income and 25% above that. A standalone IBC that trades entirely outside the Seychelles therefore has no Seychelles business tax to pay on that income. There is one important qualification, introduced on 16 September 2021 to meet EU and OECD expectations: if your company is part of a multinational group, foreign-source income is treated as Seychelles-source unless it is attributable to a permanent establishment abroad, and foreign-source passive income (dividends, interest, royalties, rent) is taxable unless the company meets the substance requirements in the Eleventh Schedule to the Business Tax Act. Your own country of residence may also tax the company or its profits — that is a separate question we will walk you through.

Yes, but the three registers work differently. The register of directors must be kept at your registered office and a copy filed with the registry — within 30 days of appointing your first directors, and again within 30 days of any change. That filing is not open to public search. The register of members is kept at the registered office in the Seychelles; filing a copy with the registry is optional, not compulsory. The register of beneficial owners is also kept at the registered office, and your registered agent must submit beneficial ownership particulars to the confidential government database maintained by the Financial Intelligence Unit within 14 days of a change. None of these registers is published in a public directory.

Accounting is mandatory. Since the 2021 amendments to the IBC Act took effect on 6 February 2022, a company must send its accounting records — transactions, invoices, and other documents evidencing them — to its registered office in the Seychelles twice a year: records for January to June by the end of July, and records for July to December by the end of the following January. They must be kept for at least 7 years and be ready for inspection by the authorities. Separately, every company except a holding company that is not a "large company" must prepare an annual financial summary and keep it at the registered office within 6 months of its financial year end. Auditing the books of accounts is not mandatory, and filing financial statements with the registry is optional — but you can have your financials audited in-house or externally if you wish.

There are three recurring items. First, the annual government fee, payable to the registry on or before each anniversary of incorporation. Second, an annual return — a declaration in the approved form confirming where your accounting records, minutes and resolutions are kept — which must be given to your Seychelles registered agent by 31 December each year; it goes to the agent, not to the registry. Third, the annual financial summary, prepared and kept at the registered office within 6 months of your financial year end unless the company is a small holding company. There is no separate economic substance return of the kind the BVI or Cayman require, and an updated register of directors must be filed with the registry within 30 days of any change.

To keep your company in the Seychelles compliant and in good standing: maintain an active appointment of a registered agent and registered address in the Seychelles; pay the annual government fee on or before each anniversary of incorporation; send your accounting records to the registered office twice a year and keep them for at least 7 years; prepare the annual financial summary within 6 months of your financial year end unless you are a small holding company; give your registered agent the annual return declaration by 31 December; and keep the registers of directors, members and beneficial owners current, filing director changes with the registry and beneficial ownership changes to the Financial Intelligence Unit database within the deadlines. If these requirements are met, your Seychelles entity is considered in good standing with the law.

No, it is not mandatory to conduct an annual general meeting (AGM) for a company in the Seychelles. Even though it is not a legal requirement, a company can conduct one based on its articles of association or the agreement of the board of directors.