The Seychelles International Business Company (IBC)

An International Business Company (“IBC”) enacted under the International Business Companies Act, 2016 (the “Act”).

       Features:

  • Is intended for business use outside Seychelles. However it may also carry on business in Seychelles
  • Minimum of one shareholder and one director and which may be the same person(s). The shareholder and director may be corporate entities
  • An individual, being the sole shareholder and at the same time being the sole director, may nominate a person as a reserve director to act in the place of the director in the event of his death
  • An alternate director may be appointed to exercise the powers and carry out the responsibilities of the appointing director
  • No restriction on the nationality or residency status of shareholders, directors and officers
  • Optional filing of its Register of shareholders, Register of Ultimate Beneficial Owners and Register of Charges with the Registrar of IBCs
  • Shareholders’ and directors’ meetings need not be held in the Seychelles and representation may be by proxy
  • No minimum capital requirement. Shares are registered and issued in any currency
  • An IBC conducting business activities outside Seychelles may not file audited financial accounts with any authorities in Seychelles
  • May own or manage a vessel registered in Seychelles under the Merchant Shipping Act and the vessel may visit or be situated in Seychelles waters
  • May hold shares, debt obligations or other securities in a company incorporated under this Act or in a body corporate incorporated under the Companies Act.

Statutory requirements:

  • Must have a Registered Agent and a Registered Office in Seychelles at all times
  • Shall not hold bonds, treasury bills and other securities issued by the Government of Seychelles or the Central Bank of Seychelles
  • Shall keep an accurate and up to date Registers of Director(s), shareholder(s), beneficial Owner(s) and Register of Charges (if any) at its Registered Office in Seychelles, failing which statutory penalties will apply
  • Shall file a copy of its Register of Directors with the Registrar of IBCs within 30 days from the date of incorporation of the Company, and its updated Register within 30 days of any change in its content
  • When conducting business activities in Seychelles, an IBC will be taxed on its income derived in Seychelles, as per the Seychelles tax laws and regulations
  • When conducting business activities outside Seychelles, an IBC shall keep reliable accounting records that give a true and fair view of the company’s financial position and explain its transactions.

Accounting records are documents in respect of:

  1. the company’s assets and liabilities
  2. the receipts and expenditure of the company and
  3. the sales, purchases and other transactions to which the company is a party (e.g. bank statements, receipts, title documents, agreements, vouchers, (etc):-
  • Accounting records must be kept for at least seven years, at a physical location where the business operates or such other place where the directors determine;
  • An ANNUAL RETURN DECLARATION stating the location(s) of the accounting records, minutes of meetings and copies of written resolutions of shareholders and directors, must be submitted to the Registered Agent by 31st December yearly, failing which statutory penalties will apply;
  • Upon written request, pursuant to any laws of Seychelles, to furnish all or any of the following:
    • Accounting records
    • Minutes of meetings and resolutions of shareholders and directors
    • Annual Return Declaration
    • Register of Directors, Register of Shareholders, Register of Beneficial Owners and Register of Charges (if any) or copies thereof in Seychelles within the time period specified in the request.

The above facts are given for purposes of general information only and is not binding on ACM. Any further details may be obtained by contacting us directly or by referring to the Act on the FSA website http://www.fsaseychelles.sc/index.php/legal-framework/fiduciary