Offshore International Business Companies (IBC):

Seychelles Offshore Company Overview:

Seychelles International Business Companies are useful alternatives to offshore companies established in jurisdictions such as the British Virgin Islands.

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, mutual funds activities and the regulating of a securities industry. The new laws were a result of intensive studies of long established offshore jurisdictions and world-wide trust legislation.

Although not dissimilar to those of the well-established offshore jurisdictions such as the Cayman, the laws take a most comprehensive, modern and attractive approach to the establishment and operation of offshore companies, mutual funds, offshore banking, offshore insurance and freeport activities.

Seychelles is one of the fastest IBC registrar in the world. The International Business Companies Act, 1994, governs the operations of offshore companies. The registration process in Seychelles is straightforward.

The International Business Company is the most widely used vehicle for offshore operations in the Seychelles; it normally takes the form of a private company limited by shares, but can also be a Limited Life Company. The governing legislation is the International Business Companies Act 1994. Statutory requirements are minimal, and flexible:

Company Information:

Type of Company for International Trade and Investment: The Seychelles International Business Company.

Procedure to Incorporate:

Filing of Memorandum of Incorporation at the Registry. The Articles of Association can be filed either at the same time or within 30 days of incorporation.

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.

Language of Legislation and Corporate Documents:

English or French. If any other language is used it must be accompanied by a translation in either English or French.

Registered Office Required:

Yes, must be maintained in the Seychelles at the office of a licensed Registered Agent.

Shelf Companies Available: Yes.

Time to Incorporate: Two days.

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:

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:

Limited, Corporation, Incorporated, Société Anonyme or their abbreviations. A wide variety of other suffixes such as BV, GmbH, and SARL may also be used.

Disclosure of Beneficial Ownership to Authorities: No.

Compliance:

Authorised and Issued Share Capital:

Seychelles IBCs are normally incorporated with an authorised share capital of US$100,000 with par value. This being the maximum for the minimum licence fees. 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, bearer shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights.

Taxation:

An International Company is exempted from local taxation.

Licence Fees:

For an Authorised Capital of up to US$ 100,000 the annual licence fee is US$100. Over US$100,000 Authorised Capital the annual licence fee is US$1,000.

Financial Statement Requirements:

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.

Other Facilities Available in Seychelles:

In addition to a modern suite of corporate legislation the Seychelles benefits from a range of other facilities including:

• Trust legislation.

• Efficient aircraft and shipping registration.

• Provision for the formation and domiciliation of mutual funds and captive insurance companies • An International Trade Zone for manufacturing and service companies, benefiting from zero taxation, streamlined application procedures and the ready availability of work and resident permits.

Version date: 07.05.06.