IFZA Offshore services

What is an International Business Company (IBC) in the Seychelles?

Under the International Enterprise Company Act, any corporation, individual, or business can establish a company in Seychelles (IBC).

The Seychelles IBC is the smallest legal entity permitted in Seychelles, with no share capital. In addition, an IBC is a tax-free company that may be used for all types of international commerce. This company formation is the most common and flexible offshore formation type in Seychelles.

Flexible Corporate Structure

• A Seychelles International Business Company has an independent legal personality and possesses the same powers as a natural person.
• A Seychelles IBC requires a minimum of only one shareholder, and one director, both of whom may be the same person.
• There is no requirement to have any local directors or shareholders.
• Foreign individuals or corporate bodies can be shareholders or directors of a Seychelles IBC.
• Apart from the director, the company does not have to appoint any other officers.
• The shareholders, directors and officers of an IBC may be individuals or corporations and of any nationality.
• There is no requirement for the shareholder´s or director´s meetings to be held in the Seychelles and there is no requirement for a regular Annual General Meeting.
• A Seychelles IBC is required by law to have a licensed Agent in Seychelles (this of course will be IFZA Offshore).
• There is no trade licence. Only a certificate of incorporation is issued.

Privacy of Records

• Only the name of the company, registration date, registration number, registered office address and the name of the registered agent are filed and searchable at the Seychelles Companies Office.
• The details of the directors and shareholders are only kept with the registered agent (IFZA Offshore). These are not filed with the Seychelles Companies Office.
• Details of the ultimate beneficial owner (UBO) are only kept with the registered agent (IFZA Offshore). These are not filed with the Seychelles Companies Office or any other government agency.

Share Capital

• A Seychelles IBC is not required to have any minimum paid-up. Any amount of authorized capital can be stated in the IBC formation documents, as required by the owners.
• Standard authorised share capital is US$100,000.
• Standard minimum issued capital is US$1.
• The standard currency is the United States Dollar, but any other convertible currencies are permitted.
• Shares may be held by a nominee on behalf of the beneficial owner(s).
• Bearer shares are not allowed.

Accounts and Returns

• Accounts are prepared but no requirements for filing with Authorities
• Annual declaration as to accounting records and registers to be submitted to the registered agent
• Confirmation of location of accounting records to be submitted

What is an International Trust in the Seychelles?

A Trust is a legal relationship through which the owner of certain assets (called the Settlor) transfers ownership of those assets to an independent third party (called the Trustee) and the Trustee, in turn, is legally bound to hold and manage those assets for the benefit of another person or group of persons (called the Beneficiaries) in accordance with the terms of a document agreed between the Settlor and the Trustee (called the Trust Deed).

A Trust provides a legal method for a person to not have direct legal ownership of assets while still retaining some influence over the way the assets are enjoyed and distributed.

Purpose of Trusts

As a Trust is managed and controlled by the Trustee (rather than the Settlor) and the assets of a valid trust are owned by the Trustee (and do not form part of the Settlor’s personal property) this allows Trusts to be used for a variety of confidentiality, tax, succession planning and risk management purposes.

Features of Seychelles Trusts

Trusts under Seychelles law (Seychelles Trusts) are subject to the Trusts Act 2021. English and other Commonwealth trust case law is persuasive, but not binding, in Seychelles courts.

Seychelles Trusts have high levels of confidentiality. The Trust Deed is not filed with any Seychelles’ government registry or department and there is no requirement to file details of the Settlor or the Beneficiaries with any Seychelles’ government registry or department. These details are only kept by the licensed resident trustee.

Seychelles Trusts are not subject to tax in the Seychelles in respect of foreign sourced income, profits or capital gains.

Seychelles Trusts can continue for an indefinite time period.

The Trusts Act 2021 excludes the application of foreign “forced inheritance” laws.

The Trusts Act 2021 has strong asset protection provisions (beyond that offered by general insolvency law) protecting transfers of assets to a trust from challenge from creditors of the Settlor, and a two-year statute of limitations for creditors’ claims. The onus of proof of the intent to default rests on the creditor.

While at least one of the trustees of a Seychelles trust must be a licensed resident trustee there are no Seychelles law restrictions on having a non-resident as a co-trustee.

Ability to appoint a “Protector” of a Seychelles Trust. The function of a Protector is to supervise the Trustee, thus providing additional assurances to the Settlor that the Trust assets are properly managed.

What is a Foundation in the Seychelles?

A Seychelles Foundation (Foundation) is established by a charter made in writing (Charter) and signed by one or more founders (Founder). The Charter sets out the purpose of the Foundation. The Founder endows (gives or transfers) assets to the Foundation. Unlike a Trust, a Foundation is a separate legal entity and may own property in its own name.

The objects of a Foundation may be charitable, non-charitable or both, and may be to benefit a beneficiary or beneficiaries (Beneficiaries), or to carry out a specified purpose, or to do both.

Once a Founder transfers assets to the Foundation, those assets become the sole property of the Foundation. Neither the Founder nor Beneficiaries of a Foundation have any ownership interest in a Foundation’s assets. The assets of the Foundation are managed by a Council consisting of one or more councillors (Councillors).

Foundations were previously only established in civil law jurisdictions but in recent years a growing number of common law jurisdictions have introduced foundations.

Purpose of Foundations

Foundations are ideal for wealth management purposes as an alternative to trusts. As neither the Founder nor Beneficiaries of a Foundation have any ownership interest in the Foundation’s assets, and management and control of a foundation with the Council, a Foundation can be a very useful structure for tax planning, asset protection, wealth management and estate (succession) planning.

Features of Seychelles Foundations

Foundations under Seychelles law (Foundations) under subject to the Foundations Act 2009.

Foundations have high levels of confidentiality. The sole document to be filed when applying for registration of a Foundation is the Charter. As the Charter is filed at the Seychelles International Business Authority Registry (Registry) and is therefore publicly accessible, a nominee founder can be used to ensure confidentiality.

It is not required to state in the Charter, or to otherwise file at the Registry, the names of the Councillors. Additionally, it is not required to state in the Charter, or to otherwise file at the Registry, the names of the Beneficiaries.

It is not required to appoint a Seychelles resident as a Councillor. A Foundation only needs a registered agent in the Seychelles.

A Founder may be a natural person or a corporate entity, and a Founder may be a Beneficiary but not the sole beneficiary. A Founder may reserve to the Founder or for other persons, various rights such as the right to approve investment activities of the Foundation and the right to appoint or remove Councillors and Beneficiaries.

A Foundation must have a minimum of one Councillor, who may be a natural person or corporate entity. A Founder may be a Councillor, but a Founder cannot the only Councillor.

There is an ability to appoint a “Protector” (or Guardian) of a Foundation. A Protector may be a natural or legal person. Typically, where appointed, a protector is given limited veto power in that the Protector’s prior approval will be required in respect of certain Foundation decisions, such as the addition or removal of a Beneficiary or Councillor. The appointment of a Protector can provide additional assurances to the Founder that the Foundation assets are properly managed.