Seychelles IBC Incorporation Guide
Seychelles IBC, an International Business Company, is the most popular and versatile type of offshore corporation available in Seychelles. Similar to other classic offshore companies, Seychelles IBC is designed to engage in international business. While being obliged to keep internal records and registries in good order, a Seychelles IBC does not nave to submit any financial reports to public file. There is also no mandatory audit requirement.
1. Features of Seychelles IBC
Type of company for international Trade and Investment
The Seychelles International Business Company(IBC).
Restrictions on Trading
Cannot trade within the Seychelles or own real estate there. Cannot undertake the business of banking, insurance, assurance, reinsurance, fund management, asset management (other than the company's own assets) or any other activity that would suggest an association with the banking and insurance industries. A Seychelles IBC cannot provide registered office facilities in the Seychelles, or sell its shares to the public.
Powers of Company
A Seychelles incorporated Company has the same powers as a natural person.
Registered Office Required
Yes, must be maintained in the Seychelles at the office of a licensed Registered Agent.
Shelf Companies Available
Yes.
Name Restrictions
Anything identical or similar to a company already incorporated. Anything that implies patronage of the Seychelles, or any other government, insurance, royal, imperial or any other name that may imply that a company intends to undertake a licensable or undesirable activity.
Language of Name and Corporate Documents
The name can be in any language, but must be accompanied by a translation in English or French. The documentation will either be in English, or it is possible to have bilingual documentation in English and Chinese or any other language accompanied by a translation in English or French.
Suffixes to Denote Limited Liability
The name of an IBC must end in one of the following: Limited, Corporation, Incorporated, Société Anonyme or their abbreviations. A wide variety of other suffixes such as BV, GmbH, and SARL may also be used.
Authorised and Issued Share Capital
Seychelles IBCs are normally incorporated with an authorised share capital of US$100,000 with par value. The authorised share capital may be expressed in any currency. The minimum issued capital is either one share of no par value or one share of par value.
Classes of Shares Permitted
Registered shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights. Bearer shares are not allowed.
Financial Statements Required
There is no requirement to file financial statements, but a company must keep records to reflect its financial position.
Directors
The minimum number of directors is one, who may be a natural person or a body corporate. They may be of any nationality and need not be resident in the Seychelles.
Company Secretary
A Seychelles IBC need not appoint a company secretary, although it is customary to do so. The secretary may be a natural person or body corporate, be of any nationality and need not be resident in the Seychelles.
Shareholders
The minimum number of shareholders is one.
Taxation
International Business Companies are not subject to taxation within the Seychelles.
Annual Reporting
International Business Companies are not required to file accounts. However, it is required to file an Annual Return Declaration.
Secrecy
There are no specific statutory provisions governing secrecy in relation to companies but English Law, which applies within the jurisdiction, does impose a common law duty on professionals to keep the affairs of their clients confidential.
2. Materials Required for Incorporation
For the purpose of registration of the company and to enable Kaizen to meet the “Know Your Client” due diligence requirements, the client or the investor should prepare and provide the following documents and information to Kaizen:
(1) Proposed company name, either in English only or both English and Chinese;
(2) One photocopy of passport and residential addresses proof (such as utility bill or telephone bill) in respect of each shareholder; if shareholder is another corporation, please provide its certificate of incorporation or documents of similar nature and the address of its registered office;
(3) One photocopy of passport and residential addresses proof (such as utility bill or telephone bill) in respect of each director; if director is another corporation, please provide its certificate of incorporation or documents of similar nature and the address of its registered office;
(4) Amount of share capital, percentage of shareholdings if more than one shareholder. Unless otherwise advised, the amount of issued capital will be USD1 (one share at USD1 each) if there is only one shareholder;
(5) Basic background information of the new company, such as the principal business activities, the products to be traded or services to be provided, the location of suppliers and customers, the expected turnover of the first year etc.
(6) Business proof, such as service or purchase or sales contract or a simple business plan;
3. Registration Procedures and Estimated Time Frame
(1) The investor (client) prepares the documents and materials required, as listed in section 2, for the purpose of company registration;
(2) Client places an incorporation order with Kaizen and sends the documents and information to Kaizen;
(3) Kaizen checks name availability and confirms with client the search results;
(4) Kaizen emails its invoice together with bank account particulars to the client and the client sends payment to Kaizen;
(5) Kaizen or its associate in Seychelles files the incorporation documents with the Registrar of Companies in Seychelles;
(6) The Registrar of Companies issues the Certificate of Incorporation after review of the documents;
(7) The Certificate of Incorporation being delivered to Hong Kong
(8) Kaizen prepares other corporate documents and sends them to the client for signing;
(9) Client returns the duly signed documents back to Kaizen by email or fax;
(10) Kaizen arranges to deliver the Company kit to the client.
4. Estimated Time Frame
It is estimated that the whole registration process would take any around 7 working days. In case of purchase of readymade company, the whole process could be completed in as less as 2 working days.
5. Registration Documents Returned to Client after Registration
After the company is officially registered, Kaizen will return the following documents and materials for retention:
(1) Original copy of Certificate of Incorporation;
(2) 3 printed copy of Memorandum and Articles of Association (sample Memorandum and Articles of Association);
(3) 10 copies of blank share certificate;
(4) One statutory book (members register, directors register and share register);
(5) One company chop and one Common Seal;
(6) Register of members, register of directors and other statutory registers.
6. Annual Renewal/Maintenance
(1) Annual Maintenance Fee
Starting from the year following the registration, a Seychelles company is required to pay an annual renewal fee of HKD5,500 (applicable to company with registered capital of USD100,000 or less) to maintain in good standing. In particular, the annual maintenance fee covers the following services:
(a) Annual licence fee
(b) Annual registered agent fee
(c) Annual registered office fee
The annual renewal fee needs to be paid not later than 30 November every year following the year of incorporation. We will send a renewal notice to all our clients 2 months before the due date for payment. If you do not receive our renewal notice by 31 October, please inform us accordingly.
(2) Annual Return Declaration
An IBC is required to file an Annual Return Declaration to its registered agent. The Annual Return Declaration should include the following information:
(a) the company keeps accounting records in accordance with the requirements of International Business Companies Act 1994 as amended and such accounting records can be made available in Seychelles through the Company’s Registered Agent on request;
(b) the company keeps its Share Register (register of members) and Register of Directors at its registered office in Seychelles and such registers are complete and updated.
If you wish to obtain more information or assistance, please visit the official website of Kaizen CPA Limited at www.kaizencpa.com or contact us through the following and talk to our professionals:
Tel: +852 2341 1444
Mobile: +852 5616 4140, +86 152 1943 4614
WhatsApp/ Line/ Wechat: +852 5616 4140
Skype: kaizencpa
Email: info@kaizencpa.com
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