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  Professional offshore incorporations and offshore banking services since 1996

Company Incorporation
Seychellesflgsc.jpg (3932 bytes)


STANDARD FEES - SEYCHELLES CSL

GENERAL

• Professional fees in relation to assistance with the Seychelles US$ 4500
Special Licence Company Application. Includes also incorporation of the underlying Company and provision of the legal Declaration of Compliance (under the domestic Companies Act 1974), obtaining of the original Certificate of Incorporation. The documents will include:

  • Certificate of Incorporation,

  • Memorandum of Association,

  • Articles of Association,

  • Resolution for Appointment of Director and Allocation of shares,

  • Share Certificate(s),

  • Transfer Forms as may be applicable.

• CSL Application Fee (one-off fee), payable to Government. US$ 200
• CSL Annual Licence Fee (first year), payable to Government. US$ 1000
Same amount annually thereafter, starting from 2nd year.
• Provision of the Registered Address and Agent in Seychelles. FREE
Free for the first Year
• Provision of the Resident Secretary (mandatory requirement for US$ 200
a CSL). Same amount annually thereafter, starting from 2nd year.

TOTAL US$ 5900
 

Second Year subsequently US$ 2900
(OPTIONAL)
• Provision of a corporate nominee shareholder.
Same amount annually thereafter, starting from 2nd year. US$ 300
• Provision of private nominee shareholder US$ 400
Same amount annually thereafter, starting from 2nd year.
• Provision of local individual nominee director. US$ 400
Same amount annually thereafter, starting from 2nd year.
• Obtaining one Notarial certification on a document or a set of US$ 150
certified copies.
• Obtaining Apostille legalisation on a Notarised document or on US$ 150
a public document.
• Obtaining Certificate of Good Standing for Company. US$ 150
• Bank introduction US$ 500
(Subject to client status)
• Amendment of Memorandum or Articles of Association. US$ 150
• Signature by nominee of a specific additional documentation US$ 20
(resolutions, contracts, forms, etc.) Outside the scope of the (per signature)
regular incorporation work.
• Miscellaneous non-standard work in relation to company US$ 60
management to be carried out by a qualified member of staff (per hour)
as and when specifically requested by client (perusal, preparation,
modification and issue of legal and commercial documents,
correspondence, responses to third-party inquiries, and similar).
Delivery – Courier (FedEx): Varies depending on destination US$ 100

If you want to order a Seychelles Special License Company (CSL) click here to contact us


 

                         SEYCHELLES COMPANY SPECIAL LICENCE (“CSL”) 

The CSL is a domestic company incorporated under the Seychelles Companies Act of 1972. It is granted a Special Licence under the Companies (Special Licence) Act of 2003. CSL can be used to carry on business inside as well as outside Seychelles. However the CSL cannot have solely a Seychelles market but must have an “overseas market”.   

Features

v  Seychelles Tax Resident

  • Liable to Seychelles tax at a rate of 1.5% on its worldwide taxable income (assessable gross income minus allowable deductions)

  • Foreign income derived by CSL will be deemed to be Seychelles sourced income 

 v  Ability to access Double Taxation Avoidance Treaties (“DTA”) between Seychelles and the below countries:

  • Indonesia

  • China

  • Thailand

  • Cyprus

  • Oman

  • Malaysia

  • South Africa

  • Botswana

  • Mauritius

 All Foreign Tax which has been paid can be offset as a credit against and discharge in full all Seychelles business tax liability

v  Exemptions from payment of:  

  • Witholding taxes on dividends, interests and royalties

  • Stamp duty on property transfers, share transfers and other business transactions.

  • Trades Tax Act on all furniture & equipment  imported in Seychelles for office use

  • Social Security Act and on work permit fees for expatriate workers 

 

v  Directors 

  • 2 or more Directors need to be appointed.

  • Must be only Natural person Directors

  • Corporate Directors not allowed

  • No requirement for Seychelles Resident Directors but essential for DTA  reliance case

  • Director Details are filed with the Seychelles Registry and are publicly available

  • Professional Director(s) may be appointed at the Client’s request. 

 

v  Secretary

  • Mandatory for Seychelles Resident Secretary to be appointed.

  • Can be Corporate or Natural person Secretary

 

v  Shareholders

  • 2 or more shareholders need to be appointed

  • Can be Corporate or Natural Person Shareholders/Licenced Seychelles Corporate Service Provider

  • No requirement for Seychelles Resident Shareholder

  • Nominee shareholders may be appointed at the Client’s request

  • Details of the Shareholders are filed with the Registry but the information is not publicly available

 

v  Beneficial Owners

  • Nominee shareholders maybe appointed to hold shares on behalf of the Ultimate Beneficial Owner at the Client’s request

  • Details of the  Beneficial Owner are filed with the Registry but the information is not publicly available

 

v  Share Capital  

  • Standard Currency is USD

  • Only Registered Shares are allowed

  • Not permissible to issue Bearer Shares

  • At least 10% of the authorized Share Capital must be issued and paid up.

 

v  Use of a CSL

  • Investment Holding Company

  • Company Holding Intellectual Property Rights

  • Headquarters Company

  • Human Resources Company

  • Franchise Company

  • Investment Management

  • Offshore Banking

  • Marketing Company

 

v  Restrictions in the use of a CSL

  •  It cannot operate solely in Seychelles. It must have a foreign Market

 

v  Meetings

  • Members and Directors Meetings

  • Meetings can be conducted anywhere in the world including in Seychelles (but for DTA reliance case it is recommended that Meetings be held in Seychelles)

  • Meetings can be conducted by telephone as long as all parties are able to hear and recognize each other’s voice

  • Required to hold Annual General Meeting

  

v  Statutory Records

  •  Must be maintained at the Registered Office of the Company

 

v  Registration requirement

 

  • All changes to Company must be filed and registered with the Registry of Companies

  • All charges and other encumbrances must be registered with the Registrar of Companies

 

v  Accounts

 

  • Requirement for  audited accounts and annual returns to be filed with the Registry

  • Seychelles Local Auditor must be appointed upon formation (although accounts can be prepared by overseas accountants who can then forward to the Local Auditor for auditing)

 

                       Seychelles Effective Management Guidelines

In instances where DTA reliance is required, we will recommend that the below principles be observed.

 

                    DO’S

 

 

           DON’Ts

 

Appointment of a Majority of Seychelles Resident Directors at all times

 

 

Never have Majority of Non Seychelles Resident Directors

 

 

All Board Meetings held in Seychelles

 

 

Never have equal number of  resident & non Seychelles resident Directors

 

 

All legal contracts should be signed by Directors in the Seychelles

 

 

Never grant General Power of Attorney to be used overseas

 

Ensure that Minutes include operational decision relating to CSL’s business (borrowing funds, entry into contracts, making investments etc) are kept in Seychelles 

 

 

Avoid Board Meetings outside Seychelles

 

Seychelles Bank Account should be opened in Seychelles

 

Funds flow through Seychelles Account

 

 

Client should not instruct local Directors.

 

Communications should be made in the form of wishes for Local Directors to consider

 

 

Seychelles Resident Directors must have signatory power over the CSL’s Bank account in Seychelles and overseas accounts

 

 

Whenever possible ensure as much as possible day to day control and management of company’s affairs in Seychelles

 

 

 

 

 

 

AGM to be held in Seychelles

 

 

 

Accountancy Records to be kept in Seychelles

 

 

Accounts to be audited locally

 

 

CSL Incorporation Kit

 

When you order your CSL, you will receive the following:

 

CSL Incorporation Kit (No Nominees being provided )

 

  1. Certificate of Incorporation
  2. Certificate of Special License
  3. Certificate of Tax Residency
  4. Two original Memorandum and Articles of Association
  5. First Minutes
  6. Share Certificate
  7. Register of Director, Secretary and Shareholder.

 

CSL Incorporation Kit (providing Professional Director Services and nominee Shareholder Services)

 

  1. Certified copy Certificate of Incorporation
  2. Certificate of Special Licence
  3. Certificate of Tax Residency
  4. One certified copy and one original Memorandum and Articles of Associations
  5. First Minutes
  6. Certified copy of Share Certificate(s)
  7. Nominee Director Declaration
  8. Nominee Shareholder Declaration
  9. Register of Director, Secretary and Shareholder.

 


 

Seychelles Special License Company (CSL)

Seychelles Special License Company – abbreviated "CSL" – is a new entity introduced by the Seychelles Companies (Special Licenses) Act 2003. While it is more complex and more expensive than the traditional IBC, a CSL has a number of great advantages.

The most attractive feature of the CSL is its ability to bypass foreign blacklisting by being a low-tax company (as opposed to a zero-tax company, like IBC). A CSL is also able to access and use the growing number of double tax avoidance treaties concluded by Seychelles. These treaty benefits are not accessible to IBCs. Unlike an IBC, a CSL is formally considered tax-resident in Seychelles, which in turn allows for easier conduct of its business abroad, attracting less suspicion and scrutiny.

The CSL is formed under the general provisions of the "domestic" Seychelles Companies Act 1972. Its special tax regime and other features are prescribed by the Seychelles Companies (Special Licenses) Act 2003.

Low tax

Unlike an IBC, which is a zero-tax entity, a Special License Company is liable to 1.5% tax on its worldwide income. Apart from that, a CSL is exempt from any withholding taxes on dividends, interest and royalties, and from stamp duties on any property or share transfers and transactions.

Domestic qualification and tax treaty benefits

Unlike an IBC, a CSL qualifies as “tax-resident" in Seychelles. Therefore it has access to the growing number of international agreements for the avoidance of double taxation. Such agreements have been concluded by Seychelles with China, South Africa, Oman, Indonesia, Zimbabwe, Malaysia, Botswana, Thailand and Mauritius. Several other countries such as Belgium shall also be included in the list.

A Seychelles CSL is also formally permitted to operate within the Republic of Seychelles. While it may seem to have a limited value from the pure sales point of view, this feature may be quite useful for some international businesses. By placing some of its customer support services, parts of logistics, administration or technical services in Seychelles, a CSL may achieve some of its business goals, while at the same time enjoying unrivalled fiscal benefits. For those Special License Companies which would utilize such option, the law provides for further exemptions. In particular, CSL is exempted from duties on all imported equipment, necessary for its operation, and from the tax payments under the Social Security Act.

Special operational objects

A Special License Company is the appropriate vehicle if the proposed business requires specific regulation. In particular, the Companies (Special Licenses) Act 2003 prescribes that a CSL may be organized to undertake the business of investment management and advice, offshore banking, offshore insurance and re-insurance, investment services, holding, marketing, intellectual property and franchise, human resources, and it may operate as a headquarters or holding company. CSL is also the prescribed entity to operate under the Seychelles International Trade Zone License. The law also provides that a CSL may engage in any other business that has met the approval of the Seychelles International Business Authority. This cover-all provision effectively ensures that a CSL may also be used for any of the more traditional businesses – like international trading in goods and provision of services.

[!] Important note: although the general provisions of the Companies (Special Licenses) Act 2003 provide that a CSL may carry out the activities of offshore banking and insurance, engagement into these particular activities would require special additional licensing by the Central Bank or by other appropriate Government authority.

Application procedure

Creation of a Special License Company is NOT a formal, one-for-all process. It requires preparation of a detailed Application for the Seychelles International Business Authority (SIBA). This requires substantial amount of information from the client (beneficial owner) of the company.

Alongside several more formal documents, which we would normally be able to prepare independently, the CSL Application file must contain a business plan, indicating objectives of the company, the exact type of activity the company will carry out, a 3-year financial forecast, description of the markets and marketing strategy and details about the company capitalisation. This information can only be provided by the client.

For every beneficial owner, shareholder or director of the Company, a set of due diligence documents will have to be provided alongside the Application. Those include a certified copy of passport, proof of address, bank reference, and a curriculum vitae. Each of those individuals would also need to complete a Personal Application Form.

Upon review and approval of the CSL Application by SIBA, they would issue a Certificate of Approval. This preliminary certificate would enable the registration of the new Company by the Seychelles (domestic) Registrar of Companies. At this stage, the primary incorporation documents of the new company would go to the Registrar of Companies, for proper incorporation.

Upon issue of the Certificate of Incorporation by the Registrar, the new company would come into existence.


 

Secrecy

The creation of a Special License Company does not happen anonymously. During the Special License Application, the actual beneficial owners of the CSL must be identified. A detailed business plan and substantial personal details have to be submitted. This information remains on file with the Seychelles International Business Authority. However, none of this information ever becomes accessible to public, neither it can be divulged to any foreign governments. There are strict secrecy provisions in the Law, providing that all information gathered during the Special License Application remains strictly confidential.

Unlike many of its competitors, Seychelles is an independent country. As such, it is not sharing or reporting information to any overseas “principal state", or organization. Seychelles is not subject to the EU Savings Tax Directive, as are some other offshore tax havens related to the EU member states (primarily UK and its overseas territories).

Main characteristics of the Seychelles Special License Companies

Factor

Description

Business tax in Seychelles

1.5% of worldwide income

Access to double-tax avoidance treaty benefits

Yes

Formal resident taxpayer status

Yes

Conduct business within Seychelles

Permitted

Currency of capital

Any, usually USD. SRC not permitted

Most effective authorized capital
(maximum amount at minimum duty)

USD 100 000

Usual authorized capital

USD 1000, but can be any other amount.

Minimum paid-up capital

10% of the authorized capital

Net time to launch

2–4 weeks
(depending on speed of client application)

Shelf companies

None

Minimum number of directors

Two, non-resident or resident

Public register of directors

Yes

Corporate directors

Not permitted

Minimum number of shareholders

Two

Public register of shares

Not Available

Bearer shares

Not permitted

Resident secretary

Mandatory

Public disclosure of beneficial owners

Not Available

Detailed business application procedure

Mandatory, confidential

Auditing of accounts

Not Required

Filing of accounts

Required, not public

Filing of annual administrative return

Required, not public

Re-domicilation from other jurisdiction accepted

Permitted

 

 

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