Time of establishment of the company
Seychelles are an archipelago of 115 islands in the Indian Ocean off the coast of Africa. Seychelles, better known as a place of paradise holidays, are an independent state whose main island is Mahé. For more than twenty years, Seychelles have been known as the place of establishment of foreign offshore companies due to the ease with which the registration procedure is carried out. Although there are no taxes for offshore companies, Seychelles are seen as a rather exotic place to do business. Seychelles allows a nominated director, so that the client is not listed in public registers and remains anonymous.
What to keep in mind
Although Seychelles are in fact offshore jurisdictions under their own laws, they lack credibility in Europe. However, they are excellent for use outside the European Union. They have modern regulations and a well-functioning state administration. Seychelles’ registers are non-public – i.e. a person from outside is not able to identify the beneficiaries. Bearer companies are not allowed (i.e. companies whose shares are not assigned to a specific shareholder – such a solution is acceptable in the Marshall Islands). A foreign investor setting up a company in Seychelles may choose between IBC – International Business Company or e.g. CSL – Special License Company. While the first one is a classic offshore company, what means that it:.
- is not taxed in the Seychelles;
- may only operate outside Seychelles;
- Is not allowed to operate in the field of financial services, insurance, gambling and pornography;
- allows the services of nominees (trustees);
- does not require contributions to the establishment of the company,
the company CSL serves the purpose of operating in the Seychelles and will be taxed there.
Seychelles are a tax haven, i.e. they are included in the list of countries applying harmful tax competition. This factor must be taken into account in potential corporate planning together with:
- CFC regulations providing taxation of foreign companies controlled from tax havens;
- the need to keep a register of foreign companies for control purposes;
- the need to keep limited accounts for control purposes (in accordance with CFC regulations);
- risk of withholding tax on payment for services rendered to the company;
- inability to obtain a certificate of tax residence of a Seychelles company;
- lack of agreements on exchange of information or avoidance of double taxation with Poland;
When can we use the company in Seychelles?
- if it is necessary to keep the shareholding structure confidential – e.g. a company in Seychelles becomes a shareholder of a Polish company;
- when conducting business on an international scale;
- to register watercraft and aircrafts.
Company registration procedure
Registration of the company:
- Reservation of the name at the local registration office;
- Completion of KYC and AML formalities – i.e. presentation of a utility bill, a valid passport and an indication of the company’s business objects
- Preparation of the articles of association and company’s statute.
- Completion and submission of the registration application together with other documents to the register.
The Company may be registered even on the next business day. The set of registration documents consists of notarially certified and provided with an apostile clause:
- articles of association – a document establishing the company;
- certificate of incorporation – a document confirming the establishment of the company;
- share certificate – a document confirming the shareholding structure;
- other documents such as the declaration of trust issued in the case of appointment of nominees and indicating the actual beneficiary, or articles of association regulating the management of the company, etc.
No restrictions on the number of shareholders, however, a minimum of one shareholder is required to establish a company. Foreign shareholders are also allowed. It is not important whether the shareholder is a natural person or a legal person – in practice it is possible to establish a shareholder of a legal person whose shareholder is another legal person.
The Management Board:
At least one director is required for the management of the company. A shareholder may act as a director. Seychelles’ law allows for the possibility of appointing other companies to the board of a legal person.
The company must have a registered address in Seychelles, which will appear on the company documents and postal data of the company. It is possible to use the services of a virtual office with a dedicated telephone number.
Time to set up a company:
The time of establishing a company is up to 5 working days. In order to speed up the registration procedure, it is worth preparing three potential names for the company, being guided by the assumption to refer to the subject of its activity, collect KYC documents (utility bill or certificate of registration, passport) and a concise description of the purpose of registration.
No minimum capital required.
Taxes and finances
Seychelles do not tax economic activity, there is no VAT, property tax, customs duties, etc. The only tax payable annually (starting from the date of registration) is the annual registration fee. The annual fees also include the remuneration of the registration agent, the cost of the registration address, the remuneration of the nominees and the cost of obtaining documents i.e.:
- the certificate of good standing
- incumbency certificate
The above documents prove that the company has paid the due annual fees and the composition of its bodies has not changed (or has changed). It is also worth obtaining a power of attorney document if we use the services of nominees.
Accounting is not required, but it is necessary to specify the place of keeping accounting records, which may be located anywhere in the world. It is important that your company will not be required to file tax returns to the local authorities.
Your company will have a multi-currency bank account with Internet access to your account, VISA or ATM MasterCard (there is a possibility of obtaining several cards). Please note that opening a bank account requires the fulfilment of independent conditions and numerous formalities, depending on the chosen bank, is also associated with a separate payment.
Before making a decision on the registration of a company, it is recommended to hold legal consultations in order to confirm the legality of the structure.
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