Setting Up A Company In Seychelles: Key Administrative Steps

Published on and written by Cyril Jarnias

The Seychelles, a paradise archipelago in the Indian Ocean, has become a sought-after destination for establishing offshore companies. With a favorable tax framework and simplified procedures, this country attracts numerous international entrepreneurs. This article will guide you through the essential steps to establish your business in this tropical business haven.

Seychelles: A Promised Land for Entrepreneurs

The Seychelles offers a business-friendly environment, combining political stability, modern infrastructure, and an attractive tax regime. The country regularly ranks among the top offshore jurisdictions, attracting investors from around the world. In 2024, over 150,000 international companies were registered in Seychelles, demonstrating the growing appeal of this destination.

One of the main advantages of Seychelles lies in its tax system. Offshore companies benefit from complete tax exemption on income generated abroad. Additionally, the country imposes no taxes on capital gains, dividends, or inheritance. This advantageous tax policy, combined with flexible regulations, makes Seychelles a preferred choice for entrepreneurs seeking to optimize their international structure.

The company formation process in Seychelles is renowned for its speed and efficiency. On average, a company can be incorporated in just 24 to 48 hours, one of the shortest timeframes worldwide. This administrative efficiency, coupled with relatively low formation costs, enhances Seychelles’ appeal as an offshore jurisdiction.

Good to Know:

Seychelles offers an advantageous tax environment with complete tax exemption for foreign income and a fast company formation process, typically completed within 24 to 48 hours.

Key Steps to Launch Your Seychellois Company

1. Choose the Appropriate Legal Structure

The first crucial step is to select the most suitable legal form for your business. In Seychelles, the most common structure for offshore companies is the International Business Company (IBC). This legal form offers numerous advantages, including great operational flexibility and enhanced confidentiality.

IBCs in Seychelles present several attractive characteristics:

  • No minimum capital requirement
  • Possibility to have a single shareholder and a single director
  • No obligation to hold physical annual meetings in Seychelles
  • Confidentiality of beneficial owner information

It is important to note that other legal structures are available, such as Limited Liability Companies (LLC) or foundations. The choice of structure will depend on your business objectives, confidentiality needs, and overall tax strategy.

Good to Know:

The International Business Company (IBC) is the most popular legal structure in Seychelles for offshore companies, offering flexibility and confidentiality.

2. Reserve Your Company Name

Once the legal structure is chosen, the next step is to reserve your company name. The name must be unique and not already used by another company in Seychelles. It is recommended to propose several name options, as some may be rejected if deemed too similar to existing businesses or if they contain regulated terms.

The name reservation process generally proceeds as follows:

  • Submission of several name proposals to the Seychelles Companies Registry
  • Verification of availability and compliance of proposed names
  • Approval and reservation of the chosen name for a period of 30 days

It is important to note that certain words are restricted or require special authorization, such as “bank,” “insurance,” or “royal.” Also avoid names that might suggest affiliation with the government or financial institutions.

Good to Know:

Reserving your company name is a crucial step that requires proposing several unique options compliant with Seychellois regulations.

3. Prepare and Submit Incorporation Documents

Incorporating a company in Seychelles requires preparing and submitting several essential documents. These documents must be drafted in English or French, the two official languages of the country. Here are the main required documents:

  • Company Statutes (Memorandum and Articles of Association)
  • Declaration of Compliance form
  • Form for appointment of directors and secretary
  • Beneficial Owner Declaration form

The company statutes are particularly important, as they define the structure and operation of the business. They must include information such as the company name, its business purpose, authorized capital, and shareholder rights.

It is crucial to ensure all documents are correctly completed and signed. Any error or omission can cause delays in the registration process. This is why many entrepreneurs choose to use a professional formation agent to guide them through this step.

Good to Know:

Meticulous preparation of incorporation documents, including company statutes and declaration forms, is essential for a quick and smooth registration.

4. Appoint a Local Registered Agent

Seychelles legislation requires that every offshore company have a local registered agent. This agent acts as an intermediary between the company and Seychellois authorities. They are responsible for various administrative tasks, including:

  • Maintaining the company’s statutory records
  • Managing official correspondence
  • Submitting annual returns
  • Maintaining compliance with local laws

Choosing a reliable registered agent is crucial for the proper functioning of your company. It is recommended to select an agent licensed by the Seychelles Financial Services Authority (FSA). These agents have in-depth knowledge of local laws and regulations and can offer valuable advice throughout your company’s life.

In 2024, there were approximately 65 licensed registered agents in Seychelles, offering a varied range of services to international businesses. The annual cost for registered agent services typically ranges between $500 and $1,500 US dollars, depending on the scope of services provided.

Good to Know:

Appointing a licensed local registered agent is mandatory and essential to ensure your company’s ongoing compliance with Seychellois laws.

Required Documents by Legal Structure

For an International Business Company (IBC)

As the IBC is the most common structure, here are the specific documents required for its creation:

  • Company statutes detailing the business purpose, authorized capital, and shareholding structure
  • Form for appointment of directors (minimum one)
  • Declaration of Compliance signed by the registered agent
  • Certified copy of passports for directors and shareholders
  • Recent proof of address for directors and shareholders
  • Beneficial Owner Declaration form

It is important to note that Seychelles has strengthened its transparency requirements. Since 2020, beneficial owner information must be declared, although it is not publicly accessible.

Good to Know:

Creating an IBC in Seychelles requires specific documents, including company statutes and detailed information on directors and beneficial owners.

For a Limited Liability Company (LLC)

Although less common, the LLC offers certain advantages, particularly in terms of management flexibility. Documents required for an LLC include:

  • LLC statutes (Operating Agreement)
  • Certificate of formation signed by the founding member(s)
  • Form for appointment of manager (if different from members)
  • Certified copy of passports for members and manager
  • Recent proof of address for members and manager
  • Declaration of source of funds for initial capital

The LLC offers greater flexibility in its internal structure but requires more detailed documentation on its operation. The Operating Agreement, in particular, must be carefully drafted to reflect agreements among members.

Good to Know:

Creating an LLC in Seychelles requires specific documents, including a detailed Operating Agreement and information on members and the manager.

Finalizing Registration and Post-Incorporation Steps

Obtaining the Certificate of Incorporation

Once all documents are submitted and approved, the Seychelles Companies Registry issues a Certificate of Incorporation. This official document attests to the legal creation of your company and includes essential information such as:

  • The company name
  • The unique registration number
  • The date of incorporation
  • The type of company (IBC, LLC, etc.)

The timeframe for obtaining the Certificate of Incorporation is generally 24 to 48 hours after submission of all required documents. This rapid process is one of the major assets of Seychelles as an offshore jurisdiction.

Good to Know:

The Certificate of Incorporation, issued quickly after document submission, is the official proof of your company’s legal existence in Seychelles.

Opening a Bank Account

The next crucial step is opening a bank account for your company. While it is possible to open an account with a Seychellois bank, many entrepreneurs choose international banks for greater flexibility.

The bank account opening process can be more complex than creating the company itself. Banks have significantly strengthened their due diligence procedures in recent years. You will generally need to provide:

  • The Certificate of Incorporation and company statutes
  • Proof of identity and residence for all directors and significant shareholders
  • A detailed business plan and financial projections
  • Source of initial funds
  • Bank or professional references

It is recommended to start the bank account opening process as soon as possible, as it can take several weeks. Some formation agents offer assistance in this process, which can greatly facilitate the procedures.

Good to Know:

Opening a bank account for your Seychellois company can be a complex process requiring detailed documentation and potentially taking several weeks.

Ongoing Compliance and Annual Obligations

Creating your company is just the beginning. To maintain its good standing, your business will need to meet certain annual obligations:

  • Payment of the annual renewal fee (currently set at $100 US for IBCs)
  • Submission of an annual return confirming that company information is up to date
  • Maintaining updated statutory records (register of shareholders, directors, etc.)
  • Notification of any significant changes (change of directors, shareholders, address, etc.)

It is crucial to comply with these obligations to avoid penalties or the striking off of your company. Most registered agents offer ongoing compliance services to ensure your business remains compliant with Seychellois legislation.

Additionally, although offshore companies in Seychelles benefit from advantageous taxation, it is important to remain vigilant about tax obligations in your country of residence. International regulations on tax transparency are evolving rapidly, and it is essential to ensure your offshore structure complies with applicable laws in all concerned jurisdictions.

Good to Know:

Maintaining your Seychellois company’s compliance involves annual obligations, including tax payments and updating company information.

Conclusion: Seychelles, a Strategic Choice for Your Offshore Company

Establishing a company in Seychelles offers numerous advantages for international entrepreneurs. With a fast incorporation process, advantageous taxation, and a favorable regulatory framework, Seychelles positions itself as a leading offshore jurisdiction.

However, it is crucial to navigate this environment carefully. Compliance with local and international regulations is essential to ensure the sustainability and legitimacy of your offshore structure. It is strongly recommended to rely on the expertise of experienced professionals throughout the creation and management process of your company.

By following the steps detailed in this guide and remaining vigilant about ongoing obligations, you can fully leverage the opportunities offered by an offshore company in Seychelles. This structure can become a valuable tool in your international business strategy, allowing you to optimize your taxation and benefit from great operational flexibility.

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About the author
Cyril Jarnias

Cyril Jarnias is an independent expert in international wealth management with over 20 years of experience. As an expatriate himself, he is dedicated to helping individuals and business leaders build, protect, and pass on their wealth with complete peace of mind.

On his website, cyriljarnias.com, he shares his expertise on international real estate, offshore company formation, and expatriation.

Thanks to his expertise, he offers sound advice to optimize his clients' wealth management. Cyril Jarnias is also recognized for his appearances in many prestigious media outlets such as BFM Business, les Français de l’étranger, Le Figaro, Les Echos, and Mieux vivre votre argent, where he shares his knowledge and know-how in wealth management.

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