|
||||
|
|
||||
 |
Offshore Company Formation - SeychellesBackground Seychelles is a comparatively young nation which can trace its first
settlement back to 1770 when the islands were first settled by the French,
leading a small party of whites, Indians and Africans. The islands remained in
French hands until the defeat of Napoleon at Waterloo, evolving from humble
beginnings to attain a population of 3,500 by the time Seychelles was ceded to
Britain under the treaty of Paris in 1814. Since independence in 1976, per capita output in this Indian Ocean archipelago has expanded to roughly seven times the pre-independence, near-subsistence level, moving the island into the upper-middle income group of countries. Growth has been led by the tourist sector, which employs about 30% of the labour force and provides more than 70% of hard currency earnings, and by tuna fishing. In recent years, the government has encouraged foreign investment to upgrade hotels and other services. At the same time, the government has moved to reduce the dependence on tourism by promoting the development of farming, fishing, and small-scale manufacturing. Sharp drops illustrated the vulnerability of the tourist sector in 1991-92 due largely to the Gulf War and once again following the 11 September 2001 terrorist attacks on the US. Economic growth slowed in 1998-2002 and fell in 2003-04, due to sluggish tourist and tuna sectors, but resumed in 2005-07. Real GDP grew by 5.8% in 2007, driven by tourism and a boom in tourism-related construction. The Seychelles rupee was allowed to depreciate in 2006 after being overvalued for years and fell by 10% in the first 9 months of 2007. Salient Features on the Incorporation of Offshore Companies in Seychelles Seychelles International Business Companies (IBCs) are useful alternatives to
offshore companies established in jurisdictions such as the British Virgin
Islands. The growth of the IBC is mainly due to its:
In December 1994 the Seychelles enacted legislation enabling the registration
of International Business Companies, International Trusts and the licensing of
International (free) Trade Zone Companies. More recent legislation covers the
licensing of offshore banks, offshore Insurance, limited liability partnerships,
special license companies, mutual funds activities and the regulating of a
securities industry. Principal Corporate Legislation The onshore company law of the Islands is based on the English Companies Act of 1948 whilst the offshore legislations are inspired from key offshore jurisdictions of the Commonwealth. Procedure to Incorporate IBC’s are incorporated by submission of the Memorandum and Articles of
Association together with the registration fee to the Registrar. The IBC’s name
would have to be approved by the Registrar prior to filing the memorandum and
articles of Association.
Restrictions on Trading The IBC’s cannot trade within the Seychelles, own real estate in the Seychelles or undertake the business of banking, insurance, reinsurance or trust activities. Powers of Company An IBC has all the powers of a natural person. Language The language of legislation and corporate documents could be in English or French. Location of Registered Office The registered office of an IBC must be maintained in the Seychelles. The address of the registered agent may be used as the registered office of the Company. Name Restrictions The Name of an IBC shall not be identical to, nor resemble, the name of
another company which has already been incorporated in the Seychelles, except
when the company in existence gives its consent, nor should the name contain the
words Bank, Insurance, Foundation, Chamber of Commerce, Cooperative, their
foreign language equivalents or any name that, in the opinion of the Registrar,
would suggest a connection with a Royal Family of Government Authority. It is
mandatory that the IBC’s name includes a suffix to denote limited liability such
as Limited, Incorporated, LLC, etc. Authorized and Issued Share Capital The minimum share capital is US$1.00, but it is normal to incorporate a Company with an authorized share capital of US$100,000.00, thus attracting the minimum registration and annual license fees. Classes of Shares Permitted Registered shares or bearer shares with par or without par value, preference shares, redeemable shares and voting or non-voting shares are permitted. The minimum number of shareholders is one. Directors The companies’ directors may be natural or juridical persons. The directors may be of any nationality, and need not be resident in the Seychelles. The minimum number of directors is one. Company Secretary There is no legal requirement for a company secretary. However, it is customary to appoint one, who may be either a natural or juridical person. Tax No tax is levied on IBC’s in Seychelles. Annual License Fee No tax is levied on IBC’s in Seychelles.
| |||
