How To Register In Seychelles?
This is how a new offshore company registration normally happens in Seychelles:
For a Seychelles IBC: If You have chosen a Seychelles IBC, you can easily order it by using our online Order form. The Order form is quite simple, and it contains explanations and comments along the way. Please note that completing and submitting our online Order Form does not oblige or bind You to anything – it merely serves as Your first signal to us, allowing us to assess Your requirements and see how we can deal with them.
If you do not wish to send your order information over internet, please download the Order form from our Downloads section, complete and send it to us by fax, or by regular mail or courier.
If you are choosing a shelf company from our ready-made list, the same Order form should be filled. A shelf company normally has an “open” configuration, which is only finalized according to a clients` order.
Depending on the ordered configuration, the shelf company will also take some time to prepare and finalize. It may take anywhere from 1 to 5 days.
For a Seychelles CSL: A Special Licence Company is a more custom-made product, and requires substantially more input from the client. You should start by downloading the respective CSL Application forms and documents from our Downloads section, reviewing those and seeing if You can provide all the information and documents that are required for a CSL. Contact us for any further information and we will lead You through the rest of the process.
Upon receipt of Your company formation order, we will review it, and come back to You. Please make sure to include precise contact details with Your Order – if we can`t contact You, we can`t proceed any further!
Depending on the required structure of the new company there may be some additional questions to be clarified. We will also confirm to You if the required company name is available. When all details of Your order are clear and confirmed by You, we will issue a precise and itemized proforma invoice.
DUE DILIGENCE AND CLIENT INFORMATION
As required by the law and by the conditions of our Corporate Service Providers License, we must properly identify and know our client and the beneficial owner(s) of the new company. This requirement is uniformly accepted throughout the offshore financial services industry and all reputable company formation agents are bound by it. Therefore, before proceeding with a new incorporation for any new clients, we need to receive a couple of documents that identify and characterize the clients we are dealing with – like, a certified copy of passport, a proof of address, etc. We will advise You what exactly is required and how to prepare this paperwork in the easiest possible way.
If you are a professional organization (intermediary) which intends to purchase companies regularly for resale, specific due diligence requirements will apply – please inquire for full details.
Please rest assured that all of the information You provide to us will be kept in total confidentiality. It is for our internal file only and will remain there! The client information never appears on any public record or registrar (unless the client especially says so) and stiff criminal penalties will be enforced upon us if we illegally divulge our client information to anyone.
Normally, we need to be in receipt of payment before we can proceed with a new offshore company formation. For regular clients, who are known to us for some time, we can apply “open account” payment terms. However, this courtesy can not be extended to first-time and individual orders. Payment can be done by a wire transfer or by credit card, payment details will be indicated in the invoice.
Upon confirmation of all details of Your order, receipt of the due diligence information and receipt of payment, we will prepare the Memorandum of Association, the Articles of Association and other mandatory documents required to register your Seychelles IBC or CSL. There is no need for you to sign any incorporation documents for an International Business Company – the initial company formation paperwork is prepared and signed on Your behalf by the Registered Agent (us), as prescribed by the International Business Companies Act 1994. For a Special License Company, however, You would have to prepare and sign several documents/forms and send those over to us.
We will pay the applicable capital duties and registration fees. Then the documents will be filed to the Seychelles Registrar of Companies or the Financial Services Authority, as applicable. In order to comply with the minimum local presence requirements in Seychelles, we will also provide the Registered Address and Agent for your new company.
The set of corporate documents for a Seychelles International Business Company or a Special Licence Company will always include the standard logical sequence of documentation: original Certificate of Incorporation, Memorandum of Association, Articles of Association and the Resolutions dealing with all appointments and allocations. If we have been ordered to provide nominee director or nominee shareholder service to the company, additional documentation may include share transfer forms or trust declarations, powers of attorney, additional corporate resolutions and other documentation.
In most cases your company documents will probably need to be certified. Documents issued in one country would usually be acceptable only within that one country only. A document can be certified by a Notary or by a government officer – for example, by the Registrar of Companies – but this is still a purely local certification.
To make a document legally acceptable abroad, most countries in the world have agreed on a uniform system of 2nd level certification of public documents. This is the so-called Apostille legalisation, or The Hague Convention 1961 process.
By this procedure, the signature and powers of the person who has done the initial local certification (say, a Notary or Attorney in Seychelles) are then additionally confirmed by a 2nd level certification stamp. This stamp or sticker is called Apostille. It is usually issued by a designated government office, often by Foreign Office or the Supreme Court.
After this 2nd level certification the document would be generally acceptable as legal in all member countries of the Hague Convention. That`s most of the countries of the world. For a full list of all countries members of the Hague Convention please look here. If your country happens not to be in the list, you may need your documents to be legalized in the respective embassy. This is long, cumbersome and expensive, but usually can be done.
Why would you need that additional certification by Apostille?
If you intend to open a foreign bank or securities account for your offshore company, to purchase a real estate in the name of your offshore company, to register a branch or a joint venture with your offshore company, or to enter into any similar deal where you would have to show the company documents to a third party outside Seychelles – you will most probably be asked that the documents be properly certified by Apostille.
For these purposes, but only if confirmed in the Order, we would usually arrange Apostille certification for one full set of copies of all primary sequence of incorporation documents. Additional sets can be arranged as and when required. To be on the safe side, a separate legalisation of the original Certificate of Incorporation is available, same as for any other separate document.
Any specific requests as to the form, contents and certification of the corporate documents can be completed in due course at your request, so that the configuration of your Seychelles IBC is exactly as you want it to be.
From the time of order, the incorporation of a Seychelles International Business Company normally takes 1 to 2 business days. Usually the incorporation actually happens within 24 hours. Additional certification (Notary and Apostille) may take another 2 to 4 business days, the exact timing depends on the workload of the relevant certification offices – and this is something we cannot really control.
The full process for a Seychelles Special Licence Company can take several weeks or longer, and is primarily dependent on the speed at which the client can provide the information/documents required by the licensing Application.
The documents of your offshore company will be shipped to your indicated address by airmail or courier, depending on your instructions. We use FedEx courier service for all our deliveries, but other companies (DHL or UPS) can be involved if you so wish. The courier delivery of documents may take from two up to five days worldwide, depending on destination.
Although it will be a lot cheaper, we do not really recommend delivery of documents by regular airmail. It is not too reliable and we will not be able to give you any timing estimates or guarantees that the package will even reach you. As opposed to courier delivery, you can`t track your airmail over the internet.
ANNUAL RENEWAL FEES
All Seychelles companies must pay annual renewal fees (IBCs, pay these fees in lieu to tax) to the Seychelles Government. In addition to those, annual service fees are payable for the Registered Agent and Address services and for the optional company management and administration services (as may have been ordered).
The annual professional fees to the Registered Agent are also accounted on a yearly basis and their due date for reference purposes is the registration anniversary date of the Company. For practical reasons, the annual Government fees and annual professional fees are usually raised in one invoice.
We follow up the due time for companies in our database and we would contact you approximately two months before the next anniversary of your company. We will then ask you to confirm that the operation of your company should continue for the next year. If yes, an invoice will be generated and sent to you in account for the government annual renewal fee and for the provision of the Registered Address and Agent services and other regular services that may have been ordered at incorporation. The annual renewal fees are all identified in our Fees section. After payment of the renewal fees we will take care of the renewal formalities for your company. If required, we will also obtain the Certificate of Good Standing for Your Company.
The Seychelles Government only accept the annual license fees from the Registered Agent of the particular Company. Therefore, unfortunately, clients are precluded from paying the Government fees directly.
(!) Important! The annual renewal fees MUST be paid on time. Non-payment of annual renewal fees will make the company lose its status of good standing, and the company will also incur severe late penalties and legal consequences, and will ultimately be struck-off the Registrar for being in default of its obligations.
A Company, which is struck-off the Registrar shall remain liable to any due and unpaid fees. It also remains liable to all its obligations and debts. Such company may not continue to trade or enter into any new transactions whatsoever, and its directors, shareholders and managers are by law precluded from any operations or transactions with the assets of the Company. Striking-off a Company means essentially that all its assets and funds are legally frozen until the Company is restored in good standing – or legally dissolved. In certain circumstances the owners of the Company may become personally liable with all their private assets for debts or obligations of the defaulted company.
Late payment for annual licence fees is accepted, but this will involve late penalty fees, depending on the number of days after the due date. 10% penalty fee will apply for late payment straight after the due date and 50% penalty fee will apply after 90 days of the due date. It is possible to restore a company after it has been struck off the Registrar, but a substantial fee will apply depending on the number of days after strike-off. Company reinstatement also involves substantial professional fees, which may largely exceed the Government late penalty fees.
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