Company registration in Seychelles

The Act allows a company limited by shares, by guarantee, or by shares and guarantee (IBC Act §6), and it can also be a protected cell company or a limited life company. The name must end with “Limited”, “Corporation”, “Limited Liability Company”, “Company” or “Incorporated”, or an approved abbreviation such as Ltd, Corp, LLC, Co or Inc (§25(1)). A name is refused if it is identical or confusingly similar to another one or contains restricted words (§26). A licensed provider can ask the Registrar to reserve a name for 30 days (§29).

The memorandum states the address of the registered office in Seychelles and the name and address of the registered agent (§14). Shares may have a par value or no par value, but not both in one company (§46). Bearer shares are prohibited (§48).

A company must always have a registered agent in Seychelles, and that agent must be licensed to provide international corporate services (§164). The company must have at least one director (§130) and at least one member (§99). A director may be an individual or a body corporate (§133).

Only the proposed registered agent may file the incorporation application, together with the memorandum and articles, the signed application and the fee (§9). The FSA confirms that a person who wants an IBC approaches a licensed corporate service provider, which then liaises with the FSA to register the company.

The company keeps accounting records that explain its transactions and allow financial statements to be prepared (§174), keeps a register of beneficial owners, and pays the annual fee through its registered agent.

Seychelles requires companies to keep a register of beneficial owners. According to the FSA, a natural person who owns or controls 10% or more of a legal person is a beneficial owner under Regulation 3(2)(a) of the Beneficial Ownership Regulations 2020. A beneficial owner must notify the company of a relevant change within 14 days (Beneficial Ownership Act §10(3)). We prepare the ownership chart before the filing.

A company that fails to keep accounting records faces a penalty of up to US$10,000, and so does a director who knowingly permits it (§174). A holding company that is not a large company and keeps its records outside Seychelles must lodge them at the registered office in Seychelles at least twice a year (§175). The annual fee is due on or before each anniversary of incorporation, paid through the registered agent, and a late payment adds a 10% penalty within 90 days and 50% after that (§12). The amount is in the Second Schedule and the FSA Prescribed Fees.

A company that derives assessable income in Seychelles must notify the Registrar within one month of the first such income, and file an annual return within one year (§361). Tax treatment itself sits in the tax legislation, so we confirm the position for your model with the Seychelles Revenue Commission rules before we recommend the structure.

An IBC may not carry on banking, insurance, securities, mutual fund or gambling business unless it is licensed or otherwise able to do so. For virtual assets, it may not mine or run a mixer, and it needs a licence under the Virtual Asset Service Providers Act to carry on virtual asset services, or an authorisation to issue a token or NFT, in or from Seychelles (§5(2)). The company is not a licence. We show you which licences your model needs, see licensing and compliance and our article on choosing a jurisdiction.

Opening an account depends on the bank, not on the registry. We prepare the business description and documents the bank will ask for.