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This is one of our popular packages with worldwide customers, and includes: -

The registration your offshore Seychelles IBC company from scratch using our registered agent & registered office address, and appoint your own candidates to the roles of a director, and a shareholder;

The standard capital on formation is US$100,000 divided into 100,000 shares valued at no par value or US$1.00 each (it is not required to have all of the shares issued, but a minimum of one share must be issued);

The government and initiation fees for incorporation are included in the price of this package;

The search for an international business company (IBC) name availability, confirmation, and reservation;

The preparation and submission of the memorandum and articles of association of your company;

The provision of a local registered office address and a local registered agent (both of which are statutory requirements in Seychelles) for 12 months are included in the price of this package (our registered agent & office address service are charged annually);

The incorporation of an offshore company in Seychelles usually takes as little as two to five working days from the time that your application and payment are received by Coddan;

To receive an original of the certificate of incorporation from the Companies Registrar usually takes as little as one to two days from the time of incorporation.

The following hard bound copy of corporate documents, will be posted to you upon registration of your offshore Seychelles company: -

The original certificate of incorporation;

A bound copy of the memorandum and articles of association of your company;

The minutes of the first meeting of the board of directors;

A completed register of directors and shareholders;

Share certificates.

Seychelles IBC Economy Package
£ 510.00Annual Maintenance Fee £290.00
Click here to see all packages
(click here for other packages)

Seychelles Offshore Company Formation &Amp; Offshore Banking - Incorporate Offshore Ibc In Republic Of Seychelles, Asset Protection, Business Start-Up: Company Registration In Seychelles


Looking for a quality information & practical guidance regarding how to start your own Seychelles offshore business, how to set-up your Seychelles tax-free company and running, how to select the best type of a Seychelles offshore business form, how to register an offshore Seychelles private corporation; and need a small Seychelles offshore business start-up advice? Need an offshore Seychelles business company formation agent with the prompt service and expert advice? Are you looking to set-up an offshore small business in Seychelles or setting-up an offshore business bank account? Have an idea for a business and want to start an offshore limited company now? The professionals that we have retained are well versed in all aspects of the UK Law and the offshore industry and can guide you through all the steps that will lead you to the completion of all your goals and providing you with the assurance and tranquillity that you need! Coddan can guarantee a 100% private, confidential, personalised and reliable service, plus low fees for the first and subsequent years.

We do not hide any fees from our customers because price transparency is essential to us. As opposed to some of our competitors, our service fee and business filings fee are provided to our customers upfront. Our online filing makes the process easy and convenient. Our Seychelles incorporation package makes the registering business process easy and worry-free so that you can concentrate on other areas of your business start-up procedure. Our phones are answered during business hours by a specialist, not an answering machine. We appreciate the value of your time and understand that a person cannot be replaced by technology. This is especially true when it comes to making important business decisions.

On our web-site, you can get information on choosing and registering the right legal Seychelles offshore structure for your business, legal tips on day-to-day business operations, and much more. If you have an idea for starting a business, offshore we can assist you and provide a higher standard of support for starting-up a business and registering a company in Seychelles online directly from the ground up. The better the company's structure is prepared upon registration, the better the results that will be achieved later. It is our job to assist in evaluating the options available at the beginning. In addition, we offer services regarding the formation of offshore companies. Register your new inexpensive offshore company with us, and enjoy the full support of an excellent and fully trained professional offshore advisors team.

Coddan offers a comprehensive range of options to assist you in forming an offshore business entity in the Seychelles. Our Seychelles international business company formations typically take between two and five working days to effect, and start from just £510.00. We also provide formation options for Seychelles limited partnerships, protected cell companies, special licence companies, trusts and a wide range of related offshore and Seychelles post-formation services designed to facilitate the efficient running of your business.

Incorporate in Seychelles - What We Can Do For You

Incorporate in Seychelles - What We Can Do For You

 
Coddan is the law firm with many years experience in assisting clients with business formations in offshore countries, such as the Seychelles, UK (England, Wales, and Scotland), Ireland (Republic of Ireland and Northern Ireland), and as well as with the formation of companies in USA (Delaware, New York, Florida, Nevada, etc), offering in most circumstances the online offshore company incorporation. Our expert knowledge and extensive knowledge of setting-up of business and offshore companies' structures has made us possible to provide the professional, prompt, and efficient service.

Our team of tax-minimisation consultants will be pleased to assist with your enquiries related to establishing and maintaining Seychelles offshore business companies, tax-free limited liability companies and partnerships, offshore trusts, or creating complex offshore corporate legal structures. On our web-site, you will find a number of useful tips and information, downloadable documents, which may help you to learn what to take into consideration when deciding free-tax among public companies, offshore private limited liability companies, limited partnerships, offshore mutual funds, limited liability companies, and other offshore business corporate business structures.

Our fully trained, experienced and efficient staff can help you start your own business offshore or a tax free in the Republic of Seychelles without the hassling, time-consuming and demanding aspects of paper work and red tape tangles. If you are seeking quality information and practical guidance to setting up and running your limited company in Seychelles, we can assist you and provide a higher standard of support and advice than any other offshore Seychelles company formation agency. Our expert team of professionals and consultants can get your tax-free company registered online directly from the ground up.

We understand that every individual organization has its own unique set of resources and circumstances which the company structure needs to channel. The right company structure can make the difference between achieving good and great results. If you are caught up in the maze of deciding the right type of business, allow us to help you out. We can provide you with the necessary assistant to help you set up your dream project of Seychelles international business company (IBC), Seychelles offshore trusts (private trusts, express private trusts, resulting trust, constructive trust, implied trusts, charitable trusts, fixed trusts, discretionary trust) and Seychelles ship management and maritime company in just couple of days.

We provide different offshore incorporation packages with the different options depending on your business needs; each package offers the complete formation of a Seychelles offshore limited company, which is usually ready to commence trading within couple of days. Our Seychelles offshore incorporation packages offer the perfect results for those people who are taking the first step into the business or smaller companies whose budget won't stretch to bespoke business solutions, there are no dumbfounds and no hidden charges, - what you see is what you pay! We can also assist clients with the special needs or requirements, we could make a tailor made package that would suit your personal needs and wants. If you choose us as your offshore corporate service provider, you will almost immediately realise that our team of proficient advisors, is your own dedicated support team.

Seychelles company registration documents submitted electronically, which allows us to offer you a timesaving service and eliminate the necessity to complete the paper forms, sign them by your company officers, and certify by a solicitor or notary public.

We are a business formation and business administration firm offers a comprehensive range of starting business solutions, corporate, legal, and tax advice. Since 1993, we have developed an excellent international reputation for providing the highest quality solutions and advice for our clients.

In addition, although most of offshore professionals have conventionally worked on an hourly basis, our main target is selling the amount of high-grade products and first-rate services than high-cost time. Where the scope of the work can be adequately specified, we keenly encourage alternative fixed-fee arrangements, or an applicable percentage (as the simplest example: from the legally tax-reductions).

If you would like a personal face-to-face consultation and dedicated help with your Seychelles offshore business start-up, call us on +44 (0) 207.935.5171, or 033 0808-0089 to discuss your requirements and make an appointment with one of our consultants. A consultant will contact you at a pre-arranged appointment time to discuss your individual circumstances, as well as your suggestions in relation to your offshore Seychelles incorporation needs. Our project begins with a short meeting, where our advisors gather the information required to register an offshore company for each client. The result includes personal assistance with the order form submission.

If you have questions about legal aspects of your Seychelles company incorporation application, you should speak to one of our consultants. We are very happy to provide a practical support, we have a team of professional business advisers and consultants who can support you to strengthen and grow your business. We can help if you need a qualified advice and guidance in any of the following areas: -
  • How to select the best Seychelles offshore business form;
  • How to start and register your own business in Seychelles jurisdiction;
  • How to get your Seychelles offshore company up and running;
  • Reasons to register a Seychelles international business company, a non-profit company, a limited partnership or an offshore trust;
  • How to establish a subsidiary company or a branch in the Republic of Seychelles;
  • How to manage your already established a Seychelles offshore company.

You will not be left on your own once you have started up an offshore company in Seychelles, we still are here to help you with any problems that you may face as you establish and grow your offshore business. Our advisers will answer any questions you may have and explain what you, or we, might do in your current circumstances. If necessary, you may return to us for further help as matters progress. Our team of full-time professional business advisers can guide you through the essential steps to launching your own business. Please, take a note that we can have meetings with current of positional customers by appointment only.

If you do not need to get an advice or guidance how to register offshore company, you may simply place an order online with automatic e-mail confirmation, status updates, and e-mail notifications of filing status changes. Areas of our practice: -
  • Determination of the best offshore business structure for tax purposes;
  • Formation of companies in Seychelles (we can advise upon and assist with establishing of an offshore business companies, offshore shipping and property management companies, offshore companies with the bearer shares, royalty, patent, and offshore holding companies, etc.);
  • Assistance with the opening Seychelles offshore banking accounts, we are working closely with many offshore banks, such as HSBC Bank, Barclays Bank Seychelles, BMI Offshore Bank Seychelles, and some others;
  • We can also help with opening UK business bank accounts for your Seychelles offshore corporation or any other offshore business entity;
  • Provision of the registered office addresses and registered agent services;
  • Provision of the Seychelles nominee officers (nominee secretary, nominee director and nominee shareholder/member);
  • Registering and licensing copyrights, Seychelles trademarks, design rights and patents;
  • Seychelles offshore companies corporate management;
  • Bookkeeping and preparation of management accounts;
  • Preparation and filling of statutory accounts;
  • Registration as a money service business;
  • Voluntary striking-off, dissolution and restoration of companies to the register.

Our Experience in Seychelles Offshore Business Incorporation

Our Experience in Seychelles Offshore Business Incorporation

 
We can guarantee accurate, confidential, personalised, and reliable services at highly competitive prices; we are a customer-oriented company, we value our consumers and offer comprehensive services to every one of them. We are fully aware of our client's needs and desires and try to make the process of our teamwork as comfortable as possible.

We can incorporate a Seychelles offshore company within a few days may help you with the opening of the corporate bank account operated by an offshore Seychelles or U.K. banks. This is exactly what you will get if you choose to incorporate with Coddan. We are the real company, not a dot co.uk or a bargain-basement internet company, our offshore knowledgebase and practical with thousands of registered companies, offshore trusts, and partnerships has shown us that many new business owners want the fastest and easiest route to get their new business started.

As you endeavour to manage the growth and overall success of your Seychelles offshore business, you will want to have a team of adviser with the focus on providing advice from start-ups to mature business issues to clients throughout the region. Coddan provides clients with continuing business advisory services and has specialists who understand the pressures facing offshore small businesses. Experienced business consultants ensure clients get practical and adventitious advice.

Coddan' team supplies a wide variety of hands on business help that is personalised to your requirements and extremely useful. Our services are earmarked to meet the needs of offshore business entrepreneurs, with a solid reputation in delivering bespoke solutions to small and medium-size businesses there is no better team of advisers to have on your side.

Our organisation specialises in the intricate field of a Seychelles offshore limited company's formation, incorporation of Seychelles offshore business structures and their management in eighteen low-tax or zero-tax countries. Furthermore, our consultants are competent to advice how to select the best type of business for incorporation, and register your offshore general trading, shipping or holding company. We may assist to register a Seychelles property management, or intellectual property management companies. Our local lawyers and accountants are the best in their field, carefully selected for their professional ability, reliability, and integrity. Therefore, there is no need for you to spend hour after hour mastering the main regulating law, scaling bulk of paperwork or trying to recruit people that you can trust - we have already done that for you!

Coddan is a professional company which has been servicing the UK and international community with a diverse range of top quality Seychelles offshore corporate structures incorporation and management services for many years. We incorporate Seychelles companies, limited partnerships, joint-venture entities, offshore trusts and mutual funds. We provide the first-rate business support services (Seychelles corporate and private offshore bank accounts, business and tax planning, reviewing and updating company' constitutional documents, preparation minutes of meetings and directors or/and shareholders resolutions, etc.).

We do not hide any fees from our consumers, because price transparency is essential to us. Our service' fees and offshore business filings fees are provided to our customers upfront. Our Seychelles online filing makes the ordering and incorporating processes easy and convenient, Coddan is an industry leader in online offshore business incorporation and corporate documents processing. With our passion for service and client success, we strive to make Coddan the preferred choice of the small business start-up and new business offshore formation facilities market. We are able to offer a full range of business registration services to business starters or existent business owners; we can undertake most types of corporate management related work.

Call us and speak with one of our knowledgeable advisor. There is no cost or obligation, let us help you to start a new Seychelles business offshore. We will be pleased to discuss your plans, requirements and suggestions, and to help you understand how the incorporation process works.

Professionals answer our phone lines during business hours, not by an answering machine. We appreciate the value of your time and understand that the real person cannot be replaced by a contemporary technology. This is especially true when it comes to make an important business decision and where interaction and multiple views are essential. When you call to request an appointment with our advisors, the receptionist will ask you series of questions to qualify the appointment. We are continually enhancing our services to better assist our clients and meet their needs.

Guide Regarding Initial Consultations
Guide Regarding Initial Consultations
 
Please take the note, that the initial or further consultation fee for incorporation of an offshore company is not included in the price of our offshore companies formation packages. Coddan is happy to help you find answers to any general question you may have regarding the offshore companies formation. We ask that you send your initial inquiries via e-mail if you have a specific question. However, generally, a large volume of e-mail's or phone calls does impede us from completing work for our existing clients.

You will generally get the most value from our communications if, before e-mailing or calling, you review the information on our website carefully towards answering your question(s). Many of your basic questions can be efficiently answered by searching our website using the search on the left toolbar, and by the LiveChat. After getting your basic questions answered through our website, you will have enough time to ask us more detailed questions, possibly more relevant to your unique situation.

Coddan promptly responds to e-mails regarding the firm's current lead-time and ability to accept new clients. Although we make every attempt to provide free information online to answer all your questions about most common situations, you may have more detailed questions.

Due to our high-volume practice, before contacting us by phone, it is less burdensome on our workload if you e-mail us your question(s). Generally, we will respond to your e-mail questions in a timely manner; however at times, our heavy caseload may delay our response time somewhat. The vast majority of the time, the combination of our free online information and e-mail response will efficiently answer your questions. If the combination of our online resources and e-mail or LiveChat interaction are not efficient towards answering your questions and/or resolving any concerns, and if the cost of the services you are interested will be at least £125.00, then we will setup a time that a Coddan offshore business practitioner will be available for a meeting to quickly resolve your general questions.

If this informational call is less than 10 minutes long, then there is no charge for our time. Thereafter, if your questions have not been resolved, then you may want to arrange an initial consultation with a Coddan offshore business practitioner who can evaluate your unique situation in more detail.

The cost of our initial consultation depends on the category of service you seek. Our services can be grouped into are two general categories, each having its respective consultation costs as follows: -
  • Flat-fee services under £2,000 - £125.00 per hour.
  • Services over £2,000 - £100.00 per hour.

Once we understand the nature of your project and your needs, we will be glad to give you a fixed fee proposal. If a written report is required, there is an additional fee of £125.00 to £250.00.

Please note that Coddan does not respond to e-mail's or conduct telephone consultations unless you provide your verifiable full name, address, telephone number, and e-mail address. Coddan cannot respond to anonymous inquiries.

Reasons for Setting up a Business in Seychelles
 
  • To maintain a relative distance between your assets and government tax collectors, rivals or other unwanted relations;
  • To maintain anonymity;
  • To reduce tax and make profits;
  • For reduction of interest rates (in case the interest rates in American or other European onshore banks are lower);
  • To protect your assets in cases of natural or other circumstantial/unforeseen national disasters.

Seychelles Offshore Ready Made Companies & Seychelles Shelf Companies
Seychelles Offshore Ready Made Companies & Seychelles Shelf Companies
 
Coddan holds a portfolio of Seychelles ready-made offshore companies which are all ready to trade and can be transferred to you within hours. We have companies ranging from a few months old, to six years old.

Our Seychelles ready made companies are formed with general commercial objectives; they are therefore able to conduct any nature of business. We also offer substantial advice to help you efficiently merge and organise your ready made company.

An offshore ready-made company is an international business company or private limited company that has already been incorporated as a general commercial company and is ready to start trading immediately. A shelf company, also called an aged company, is a company that has had no business activity. It was created and put on our "shelf company to age". This company is then later usually sold to someone who would prefer to have an aged firm rather than a new one.

Our readymade Seychelles off-the-shelf companies come with the widely drawn memorandum and articles of association, and a certificate of incorporation. Our shelf companies are currently registered with a nominee director, a nominee shareholder, with a registered office address and with a registered agent. We can re-register offshore shelf company with the details of your own director, and shareholder free of charge; or, if you prefer, we can continue to provide our nominee director and nominee shareholder services for the ready-made company at an additional fixed annual charge.

Offshore readymade companies are always more expensive than the newly registered business legal entities. In some cases, an off-the-shelf offshore company's price can be several times higher then the price of a recently incorporated offshore company. This is because each year that offshore ready-made company needs to file annual returns; annual accounts and pays all necessary existence fees.

A readymade firm will be beneficial if an already registered company is required immediately, for instance if a company registration number is needed straightaway in order to sign a key or critical agreement or a contract. Based on our observations, here are some common reasons for buying an already established shelf company include: -
  • To save the time involved in taking the steps to create a new entity;
  • To gain the opportunity to bid on contracts;
  • Some countries require that an overseas company needs to be in business for certain years, before to establish a foreign branch, subsidiary or representative office;
  • To establish a reputable history for your business;
  • To create an appearance of corporate longevity, which may boost the confidence and coolness;
  • To gain an access to investment and leases, some companies provides leases only to businesses one year old or more.

A number of consortia "produce" and offshore established companies, promoting the fact that the new buyer can at the same time have a firm with a long history, and yet have complete control over the establishment of the company's board of directors and shareholder profile.

When you are buying a ready-made company from us, you will receive the following documents: -
  • A certificate of incorporation;
  • A hard bound copy of the memorandum and articles of association;
  • The minutes of the first directors' meeting;
  • A special directors' resolution, shares certificates, and shares transfer documents;
  • A completed shareholders' register; and the non-trading certificate.

All annual governmental fees, relevant returns, and annual accounts duly paid up and filed until the next anniversary day of incorporation. Owners of the offshore readymade companies are strongly advised to pay renewal fees in a timely manner to avoid penalties and/or being struck off the register. In case of renewal fees non-payment, the companies continuing their commercial operations and/or bank relations violate the basics of international business ethical and legal principles, and their officers and beneficiaries could face litigation and potential losses.

The Advantages to Register an Offshore Company in Seychelles
The Advantages to Register an Offshore Company in Seychelles

Besides being a beautiful tourist destination, the Republic of Seychelles is an attractive offshore location which boasts a stable government and a good history as an effective location for offshore activities. The main advantages are as follows: profits of an offshore company that are derived from outside the jurisdictional are tax-exempt, shares can be issued in either registered or bearer form, and companies and officers enjoy a very high level of confidentiality and anonymity. Moreover, those types of entity based upon a domestic company (protected cell companies and special licence companies), in addition to the other advantages described below, pay an extremely low business tax rate while avoiding suspicion of tax evasion in other jurisdiction, and benefit from double tax treaties which the Seychelles has with many countries, including China.

Company Formation Options in the Seychelles
 
Although company law in the Seychelles allows for the formation of many types of business entity, Coddan provides information and formation services for the following types of entity, which are the most popular and suitable for offshore purposes: -

Our Seychelles Incorporation Services
 
The plethora of international laws and business structures makes choosing a jurisdiction and company structure an extremely complex decision. If you are unsure of the best course of action for your business, Coddan can advise you on the best location and type of offshore entity, and can tailor a solution to your needs. If you wish to retain Coddan in a professional capacity, you can apply for an initial consultation appointment by following the link below.

Formation of International Business Companies (IBC)
 
An international business company is by far the most popular entity form in the Seychelles for offshore purposes. The vast majority of international business companies take the form of a private company limited by shares, but it is also possible for it to take the form of a limited life company. Provided that the international business company does not conduct any local business activities, it is not subject to any taxes in the Seychelles. An international business company in the Seychelles must: -
  • Have at least one director and one shareholder;
  • Have a local registered office address;
  • Have a local registered agent;
  • Not own property in the Seychelles.

An international business company in the Seychelles must not: -
  • Conduct a banking business without first applying for a special licence to do so;
  • Conduct any form of insurance business without first applying for a special licence to do so;
  • Provide registered facilities for Seychelles incorporated companies;
  • Transact business with residents of the Seychelles, with the exception of the engagement of companies offering professional services;
  • Own property or an interest in property in the Seychelles, with the exception of lease property for use as office space.

Otherwise, it is relatively simple to operate in the Seychelles: -
  • Directors and shareholders do not have to be resident in the Seychelles;
  • Directors and shareholders may be of any nationality;
  • The minimum paid in capital requirement is one share;
  • Shares may be issued in any currency;
  • Bearer shares are permitted;
  • Accounts need not be kept;
  • No returns of directors or shareholders are required;
  • Director and shareholder meetings do not have to be held in the Seychelles, and can be held via telephone;
  • The memorandum and articles of association are the only documents required to be on the public record.

Establishment of Limited Partnerships (LP) in Seychelles
Establishment of Limited Partnerships (LP) in Seychelles
 
A limited partnership in the Seychelles benefits from substantial tax advantages, and may receive income from outside of the jurisdiction and redistribute this income to foreign partners without being subject to any tax in the Seychelles. It is an extremely suitable entity type for international joint ventures.

A limited partnership operates in much the same way as a general partnership. The main difference is that, in addition to general partners, a limited liability partnership has limited partners.

A limited partnership formed in the Seychelles overcomes two perennial problems associated with traditional partnerships whose liability is not limited: mutual agency of a partnership leading to joint and severable liability between the partners and, unlimited liability of individual partners exposing their own wealth and personal assets to the same risks borne by the partnership's assets. A limited partnership in the Seychelles is a separate legal entity able to conduct business and, as with a corporation with limited liability, shield the extent of any personal liability limited partners may have to third parties or inter se.

The following restrictions apply to a limited partnership formed in the Seychelles: -
  • There must be, at minimum, two different individual or corporate partners;
  • There must be, at minimum, one general partner and one limited partner;
  • At least one of the general partners must be a resident of the Seychelles (i.e. a resident individual, a resident international business company, a Seychelles domestic company, a resident special licence company, or another resident limited liability company);
  • An annual certificate must be filed.

General Partner
A general partner is responsible for the management of the partnership and benefits from a pre-defined proportion of the profits. The general members of a partnership are subject to joint and several liabilities for the debts of the partnership: their liability is unlimited.

Limited Partner
A limited partner has no management authority, and the amount of their maximum liability for debts incurred by the partnership is limited to the amount of their registered capital contributions. The limited partners are paid the equivalent of a dividend on their investment, the amount of which is pre-arranged and codified within the partnership agreement.

In order to retain the status of a limited partner, such a member must not become involved in the management of the partnership; if they do so, they will be legally deemed to be fully liable.

Incorporation of Protected Cell Companies (PCC) in Seychelles
Incorporation of Protected Cell Companies (PCC) in Seychelles
 
A protected cell company, known as a segregated portfolio company (SPC) in other jurisdictions, is a Seychelles domestic company that is permitted to create one or more identifiable cells in order to segregate and protect assets. Each cell of the company can hold assets in the form of share capital, retained earnings, capital reserves, share premiums, or any other form of asset. The assets of each cell are protected against the liability of the other cells of the company: the assets of each segregated cell are only available to meet the liabilities to creditors with respect to that segregated cell, and not with respect to the liabilities of other cells.

This form of entity is most commonly used to form collective investment schemes, but can also be used for captive investment companies, and as a holding company; its use is analogous in this last respect to the formation of multiple offshore entities which are owned by a single holding company.

This is a relatively new company form, and as such has not had time to establish itself as a popular option. Although each cell is discrete, and may hold its own assets, it is not technically a legal entity separate from the parent protected cell company, and precedence is yet to be set with respect to how the assets of the individual cells would be treated in an offshore bankruptcy.

Creation of Special Licence Companies
Creation of Special Licence Companies (CSL)
 
Unlike an international business company, a special licence company is permitted to conduct certain activities within the jurisdiction of the Seychelles. Formed as a domestic company which is granted a special licence, a special licence company may benefit from tax advantages and has access to the double tax treaties to which the Seychelles is a signatory, the list of which includes a treaty with China.

The main aspects of a special licence company are as follows: -

1. A special licence company is permitted to conduct certain business activities which are otherwise prohibited, for example, acting as an international holding company, acting as a headquarters company, a franchise company, a marketing company, a company holding intellectual property, an investment company, et cetera.
2. Bearer shares are not permitted.
3. Nominee shareholders are permitted, but the name and address of the beneficial owner of the shares must be disclosed to the registrar who will not make these details available to the public.
4. Foreign shareholders are permitted.
5. There must be, at minimum, two directors, who may be non-residents.
6. There must be, at minimum, two shareholders, who may be non-resident
7. There must be a resident company secretary.
8. Meetings of the directors and of the shareholders may be held outside of the jurisdiction.
9. An annual company return and audited accounts must be filed.
10. Foreign and Seychelles international business companies are permitted to convert to a special licence company, and a special licence company may re-domicile to another jurisdiction.

As a domestic company, a special licence company avoids suspicion of tax evasion in other jurisdictions while benefiting from the extremely low business tax rate of 1.5% on its world wide income.

Our Special Licence Company Formation Service
 
Coddan can register a special licence company in the Seychelles for as little as £2,250, which includes a local registered office address, a local registered agent, and the appointment of your own candidates to the roles of director, shareholder, and secretary.

Our standard service can be upgraded with the addition of many complementary services, including: nominee officer services, commercial and investment banking introductions, management services, registration of shipping vessels, administrative services, domain name registration, additional sets of corporate documents, book keeping and accounting services, notarisation and apostille services.

Our Related and Post-Formation Services
 
Companies require ongoing maintenance and must meet certain local reporting and statutory requirements, although these are generally less rigorous for offshore companies, they still exist.

In addition to providing business entity formation in the Seychelles, Coddan offers a host of services designed to support your business offshore and to help you meet the statutory requirements. This comprehensive range of services includes:
  • A nominee director service
  • A nominee secretary service
  • A nominee shareholder service
  • A nominee member service
  • Commercial and investment banking introductions
  • A registered office address service
  • A registered agent service
  • Management services
  • Registration of shipping vessels
  • Administrative services
  • Accounting and bookkeeping services
  • Notary and Apostille services

You can order most of these services at the same time as you order your company formation. If you require any other services or assistance, contact us via our online query form.

Additional Information About Republic of Seychelles
 
What follows is additional information pertaining to the Seychelles, which is organised under the following headings:

Seychelles Executive SummarySeychelles Executive Summary
The Seychelles is synonymous with tropical beauty. The 115 islands, near the equator and outside the cyclone belt, are indeed unspoiled. The main island, Mahe, has an airport and a very good port, Victoria. Most of the 80,000 inhabitants live on Mahe, and are a blended mixture of French and African, speaking Creole, but also English and French, especially in business. The British granted independence only in 1976; the Seychelles are an independent democratic republic with a presidential style of government. The President from 1977 until 2004, Albert Renee has overseen the conversion of a 'fishing and bananas' type of economy into a modern tourist Mecca, alongside a carefully created offshore financial centre which has taken good notice of its competition.

The service sector contributes 70% of the Seychelles's economy, which is based on tourism, fish processing and commerce. The International Trade Zone is successful, and the Seychelles are on the way towards becoming an Indian Ocean trading entrepot, which is their avowed goal. The Government is torn between Colbertian paternalism (very French) and economic liberalism (very English) and it is hard to say which is winning. Currently there is growth but also unemployment and a deficit. The local population is not always willing to be cast in the role of economic superstars, to the despair of the Government, which privately would like the Seychelles to be a new Singapore. A macro-economic programme under the acronym MERP, launched in 2004, aims to correct fiscal and economic imbalances with increased taxation and government retrenchment.

The Seychelles have territorial taxation; thus only locally-sourced income is taxed. There is recent, well-formed legislation for international business companies, offshore banks, insurance companies, mutual funds, trusts, and extensive programmes of investment incentives, as well as the International Trade Zone, all of these being basically free of taxes. In 2003, the government legislated for additional types of company: special licence companies, protected cell companies, trusts and limited partnerships. It is easy to form corporations, and privacy is reasonably assured. There are tax treaties with a number of countries, including China. Banking and shipping are the Seychelles' two main 'offshore' industries. The Seychelles started to create an IOFC only quite recently, but by 2003 10,000 companies had already been registered. The Trade Zone is probably the most successful aspect of the offshore initiative, and that has more to do with trade than tax.

Locally-sourced profits are taxed at up to 40%, and so-called 'social security' contributions amount to an income tax at up to 40% for individuals for all sectors other than the Trade Zone. There are no other taxes to speak of. There is a small withholding tax for some types of payment. All foreign-source income is tax-free. VAT has just been introduced, and there are import duties, but these have been reduced substantially in recent years. The Government's extensive investment incentive programmes give substantial tax benefits to incoming investors in many sectors; and the free zones are ideal for locating regional distribution centres. No company with exclusively external assets and commercial operations will pay tax.

Import of Foreign Capital
The government said in May 2001 that it was to put before the National Assembly several amendments to the current exchange control and money and trade taxation laws to tackle the problem of growing black market activity. The amendments proposed will close loopholes in laws such as the Exchange Control Act. Changes to this legislation will require individuals who possess any foreign currency to show evidence that it is obtained from a registered dealer and will prohibit the buying and selling foreign currency by authorised dealers at rates above the maximum rate or below the minimum rate determined by the Central Bank as well as prohibiting the export and import of Seychelles currency notes and coins in excess of SR 2,000. Amendments to the Central Bank Act will lead to the appointment of an Exchange Controller.

Company Types Available in the SeychellesCompany Types Available in the Seychelles
The vast majority of companies formed in the Seychelles for offshore purposes are incorporated under the International Business Companies Act 1994. However this law did not supersede the existing Companies Law 1972, which is based on English law and is used to form various types of company used by businesses trading in the Seychelles, and also for offshore businesses which are not permitted to use the international business company form, such as banks, insurance companies and mutual funds.

Companies formed under the Companies Act 1972 can be private companies limited by shares, by guarantee, or hybrid; or they can be unlimited, but that is rare. Public companies can also be formed under the Act. For all these types of company, Memorandum and Articles of Association must be filed at the Companies Registry, along with the registration fee.

Foreign companies can re-establish themselves in the Seychelles by way of continuation without the necessity for reciprocal arrangements in the original country of incorporation. An international business company wishing to leave the Seychelles may do so. In 2003, the government legislated for additional types of company: -
  • Special licence companies;
  • Protected cell companies;
  • Trusts and limited partnerships.

International Business Company
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: -

Only one director and one shareholder are required. Shareholders, directors and officers need not be resident in the Seychelles and there is no stipulation as to their nationality. There is no minimum capital requirement; shares may be either registered or bearer and may be issued in any currency. Accounts need not be kept; however, if they are kept there is no requirement for an audit. No returns are needed of shareholders, directors or officers. Shareholders and directors meetings need not be held in the Seychelles and can be held by telephone. The Memorandum and Articles of Association are the only documents to be held on the public record.

International business company status is granted subject to certain conditions: no business may be transacted with residents of the Seychelles. No ownership interest in real property in the Seychelles is permitted; property may be leased for office use only. Banking or trust business may be carried on only if an appropriate license is issued. Likewise, a licence is required to carry on insurance or re-insurance business. Engaging in the business of company management or providing registered facilities for Seychelles-incorporated companies is not permitted. International business companies are permitted various activities within the Seychelles without compromising their offshore status under the Act; these include: professional contacts with lawyers, accountants etc., preparation and maintenance of books and records. The holding of directors' or shareholders' meetings, ownership of shares in other Seychelles companies, whether under the Act or the 1942 Companies Law. Ownership of Government or Central Bank securities, ownership of a vessel registered in Seychelles.

It is usual to use a registered agent in the Seychelles to incorporate an international business company (eventually it is obligatory to appoint one anyway). Fees for incorporation of an international business company are based on the company's authorised share capital. Normally, the incorporation process takes no more than one day; however, for banks, trust companies and insurers the process is lengthier.

Formation of Special Licence CompanyFormation of Special Licence Company
Special Licence Companies (CSL) are formed under the Companies (Special Licence) Act, 2003 (the Act). Unlike the international business company, a CSL may carry on permitted business inside as well as outside of Seychelles. The CSL entity is a Seychelles domestic company (under the Companies Act 1972), which is granted a special licence under the Act. A special licence company has substantial statutory tax advantages including access to the Seychelles Double Tax Agreements of which that with China are of particular current interest.

Key features of the CSL are as follows: a special licence company may carry on any business as permitted under the Schedule to the Act - including as an international holding company, a headquarters company, a franchise company, a marketing company, a company holding intellectual property, an investment company, etc. Bearer shares are not permitted. Nominee shares are permitted, but the name and address of beneficial owner is required to be disclosed to the Registrar of Companies. This information is not made publicly available by the Registrar. Foreign shareholders are permitted. There is a minimum of two directors, who may be located outside of the Seychelles. A Seychelles-resident company secretary is required. Directors' or shareholders' meetings can be held anywhere, including by telephone or video-link. An annual company return and audited accounts must be filed. There is provision for "redomiciliation" - a foreign or Seychelles international business company may be continued as a CSL - and a special licence company may re-domicile to another jurisdiction.

Establishment of Limited PartnershipsEstablishment of Limited Partnerships
Limited partnerships (LP) are formed under the Limited Partnership Act, 2003 (the Act). A limited partnership has substantial statutory tax advantages including the ability to receive income from sources outside of the Seychelles and distribute such income to foreign partners without incurring a Seychelles tax liability. A Seychelles limited partnership is highly suitable for international joint venture activities.

Key features of the limited partnership are as follows: the limited partnership is required to have one or more general partners who are liable for the debts of the limited liability partnership, and one or more limited partners who are not so liable in most circumstances. At least one general partner must be a Seychelles person (either a resident individual or an international business company or domestic company or CSL or a limited partnership). A Seychelles registered office is required. A limited partnership shall not carry on business in Seychelles, except to the extent necessary for the carrying on of the limited partnership's business outside of Seychelles. An annual certificate must be filed verifying compliance by the limited partnership with the provisions of the Act.

Registration of a Protected Cell Company
Protected cell companies (PCC) are formed under the Protected Cell Companies Act, 2003 (the Act). A PCC is a Seychelles domestic company that has the right to create one or more identifiable cells so as to segregate and protect cellular assets as permitted under the Act. While each cell created by a PCC is separately identifiable and may have its own cellular assets, no cell will constitute a legal entity separate from the company (i.e. only the protected cell company is a separate legal entity).

The directors of a PCC have a duty to keep cellular assets separate from non-cellular assets, and to keep the assets attributable to each cell separate from the assets attributable to other cells. Liabilities attributable to a particular cell of a protected cell company cannot attach the assets of other cells. As in other jurisdictions, the protected cell company has particular use and appeal for captive insurance and collective investment scheme applications. It is likely that approval will be limited to these areas and for non-domestic business only.

Establish a Trust in SeychellesEstablish a Trust in Seychelles
The International Trusts Act 1994 established, for the first time, a regime for international trusts in the Seychelles; it does not provide for domestic trusts. The Act was drafted after a thorough study of current practice in a number of leading offshore jurisdictions. Under the Act, the Seychelles International Business Authority (SIBA) is appointed as the regulatory body for trusts, alongside the Court.

The following are some of the key features of the Seychelles Trust regime: -
  • An international trust may be created in writing, by will or by oral declaration;
  • Deemed trusts are admitted, as are those resulting from a decision of the Court;
  • Purpose trusts are permitted
  • The settlor must reside outside the Seychelles for the duration of the trust;
  • At least one trustee must reside in the jurisdiction, but this trustee may be an international business company, which shall not thus be deemed as resident;
  • An international business company may therefore be a settler;
  • The trust property may not include any Seychelles movable or immovable property.

The names of settlors and beneficiaries are confidential under the Act, unless a Court orders disclosure under the Anti-money Laundering Act. The standard perpetuity period is 100 years; but it does not apply to purpose trusts. The accumulation of income is permitted. Forced heir-ship judgements are specifically excluded. An international trust is exempt from tax in the Seychelles. Registration of trusts must be carried out by one of the two licensed trustees currently operating in the Seychelles.

Salient features include: -
  • The transfer or disposition by a person creating an international trust cannot be invalidated by any foreign rule of forced heirship;
  • No restrictions on the accumulation of income;
  • Settlors or trustees themselves can be named as beneficiaries under the trust;
  • The law governing an international trust is the law chosen by the settlor to be the proper law;
  • No requirement to mention the names of the settlor and beneficiary, unless the latter is a Seychellois;
  • An international trust is valid and enforceable in Seychelles;
  • Disclosure of information or documents relating to an international trust can only be effected in extenuating circumstances involving criminal activity.

If you like to register a trust in Seychelles, please submit your enquiry by e-mail to consultations@ukincorp.co.uk, with the subject: "Seychelles Trust Creation" or by post: Attn: Coddan CPM LTD, Corporate Division, 124 Baker Street, London, W1U 6TY, or by fax: + 44 (0) 207.681.3318. Upon receiving the information, you will be contacted by one of the business consultant to discuss your needs.

Mutual and Hedge Funds
International funds now find a new home in Seychelles tax efficient and straightforward but thorough regulation makes Seychelles a desirable modern jurisdiction from which to operate unit trusts and other investment vehicles for clients in the Middle East, India, China, the Far East as well as South Africa and markets further afield.

Seychelles is strategically placed as an investment centre for the growing wealth around the Indian Ocean. Fund administration flexibility - Seychelles' funds may be administered in Seychelles, or in a recognised foreign jurisdiction, under a tax-efficient environment, introduced by the Mutual Fund & Hedge Fund Act 2008.

Regulatory requirements have been adapted to suit all types of funds. A contemporary touch is to provide for hedge fund licenses with a lighter regulatory touch. These are referred to as Professional Funds where licenses are restricted to professional investors, individuals and corporate, each making an initial investment of not less than US$ 100,000 or its equivalent.

Funds, which will have no more than 50 investors, possibly a family or an investment club, and which do not permit an invitation to the public to subscribe, are another important category and referred to as Private Funds making Seychelles ideal for Private Unit Trusts and other investment vehicles.

Public Funds - those offered to the public for subscription - represent an important opportunity for those funds which sell their units to retail customers to enjoy the advantages of being registered in Seychelles and to enjoy dedicated economic management.

An important attraction of Seychelles is to allow foreign funds which are already licensed in a Recognised Jurisdiction (listed in the Act) to be granted an exemption from a Seychelles licence provided they are managed by a Seychelles-licensed fund administrator and listed on a stock exchange in a Recognised Jurisdiction, or where the minimum investment by each investor is not less than US$ 100,000. These Exempt Foreign Funds will appeal to established fund managers looking for an attractive and congenial jurisdiction from which to operate their fund.
If you like to register a mutual or hedge funds in Seychelles, please submit your enquiry by e-mail to consultations@ukincorp.co.uk, with the subject: "Seychelles Mutual or Hedge Funds Creation" or by post: Attn: Coddan CPM LTD, Corporate Division, 124 Baker Street, London, W1U 6TY, or by fax: + 44 (0) 207.681.3318. Upon receiving the information, you will be contacted by one of the business consultant to discuss your needs.

Ship and Yacht RegistrationShip and Yacht Registration
Apart from the strategic location and very attractive registration fees, there is a new super marina under development in Seychelles which will provide the ideal berthing and support facilities for executive sea going vessels.

Registration of ships and yachts is governed by the Merchant Shipping Act, 1992. The present law also makes provision for consular and diplomatic representatives of Seychelles abroad to issue provisional certificates of registration to vessels satisfying the ownership and registration criteria. With the current development of a luxury marina close to Victoria, the attractive registration laws and the year round stable weather conditions, Seychelles is also the obvious choice for luxury vessel registration.

Seychelles is party to a number of international conventions related to shipping including: -
  • The Collisions Convention;
  • The Load Line Convention;
  • The Safety Convention;
  • The conventions of the International Maritime Organisation;

Legal and Tax Regime
The main forms useful for offshore operations in the Seychelles are the International Business Company, the various types of Companies Act company, the Trust, and two new forms introduced in 2003: Special Licence Companies and Limited Partnerships.

The International Corporate Service Providers Act, 2003, provides for the licensing of trust management and company formation agents.

Forms of Offshore Operation
Offshore operations may take place within the following forms: limited or unlimited companies act company; international business company; limited life company; trust; special licence company, and limited partnership.

The continuing annual renewal fee for international business company status is the same amount. There is a scale of fees in the International Business Companies Act covering inspection of documents in the Registry, copies of entries, increase of capital etc. etc. The fee levels are fixed for the life of an international business company, whatever subsequent changes may take place to fee levels.

International business companies are exempt from the business tax, from withholding taxes and from stamp duty; however they pay social security contributions on the salaries of employees unless the international business company is in the International Trade Zone or the employees are crew members of a ship in international waters.

Offshore insurance companies are exempt from the business tax, from withholding taxes, from customs duties and from Stamp Duty. They can if they wish elect to pay business tax at a rate which is agreed with the Commissioner of Taxes. There is a guarantee of exemption from future taxes for 20 years from the time of registration. Insurance companies pay social security contributions in respect of their employees.

SITZ companies are exempt from the business tax, from withholding taxes, from customs duties and from stamp duty. SITZ employers are also exempt from the need to pay social security contributions in respect of directors or employees.

Limited partnerships may receive income from sources outside of Seychelles and distribute such income to foreign partners without incurring a Seychelles tax liability. In addition: a limited partnership is exempt from all Seychelles tax or duty on income or profits of the limited partnership; a limited partnership is exempt from stamp duty on property transfers, share transfers and other business transactions. A limited partnership is exempt from trade's tax on all furniture and equipment imported into Seychelles for office use. A limited partnership has exemptions under the Social Security Act. These exemptions granted under the limited liability partnership Act are guaranteed for twenty years and continue in force thereafter unless otherwise provided for by written law.

Special licence companies (CSL) pay an annual licence fee of US$ 1,000, and a US$ 200 annual filing fee. They may carry on permitted business inside as well as outside of Seychelles. The CSL entity is a Seychelles domestic company (under the Companies Act 1972), which is granted a special licence under the Companies (Special Licence) Act and has access to Seychelles' steadily expanding network of double taxation avoidance treaties - of particular interest is its DTA with China.

In addition: a CSL is liable to Seychelles business tax at the rate of 1.5% on its world-wide income (as an exception to the Seychelles territorial tax system, any foreign income derived by a CSL will be deemed to be Seychelles-sourced income). A CSL is exempt from withholding taxes on dividends, interest and royalties. A CSL is exempt from stamp duty on property transfers, share transfers and other business transactions. A CSL is exempt from trade's tax on all furniture and equipment imported into Seychelles for office use. A CSL has exemptions under the Social Security Ac and from work permit fees for expatriate workers. These exemptions granted under the CSL Act are guaranteed for ten years and continue in force thereafter unless otherwise provided for by written law.

Seychelles Double Tax Agreements
According to the Seychelles Investment Bureau, the Seychelles has Double Tax Agreements in force with the following countries: Barbados, Botswana, China, Cyprus, Indonesia, Malaysia, Mauritius, Oman, South Africa, Thailand, Vietnam, and U.A.E.

Double Tax Agreements with the following countries have been signed, but were not in force: Belgium, Qatar and Zimbabwe.

In April 2008, the Seychelles government had completed its ratification process of a Double Tax Agreement with Barbados. Negotiations have been concluded with Russia and Egypt, while discussions on tax treaties have taken place with Tunisia, Malta, India and the Czech Republic.

Formation of International Business Company (IBC)
The most versatile type of all offshore corporate entities available in Seychelles is the international business company, known as the international business company. It is very similar to the other widely known offshore corporate vehicles, notably the British Virgin Islands business company. 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. Seychelles Incorporation Benefits:

Incorporation fees are fixed for life. Even if the annual renewal fees are increased in the future, a company incorporated before such an increase came into effect will not be affected adversely. International business company pays no taxes in Seychelles other than the Government License fee. Annual reporting (accounting, auditing) not required for international business companies. Accounts need not be kept; however, if they are kept there is no requirement for an audit.

There is no minimum capital requirement; shares may be either registered or bearer and may be issued in any currency. Shares can be issued with or without par value. Only one shareholder and one director is required. Their particulars do not appear on public record. Moreover, we could provide nominees to maintain owner's confidentiality.

Shareholders, directors and officers need not be resident in the Seychelles and there is no stipulation as to their nationality. Directors and/or officers can be either corporate entities or natural persons. There is no foreign exchange control.

It takes only 24 hours to incorporate an offshore company in Seychelles and the fees are the lowest on the Internet. Speedy incorporation procedures and simple ongoing administration, shareholders and directors meetings need not be held in the Seychelles, can be held by telephone, may attended by proxy. The Memorandum and Articles of Association are the only documents to be held on the public record. There is no requirement to register initial or ongoing changes in directors and/or officers.

International business company's may engage in any lawful business in any country and may carry on transactions in whatever currencies they choose. Not highlighted by OECD. Not yet widely perceived as a tax haven. Fee anniversary is 12 months from incorporation, not December 31st.

A Seychelles international business company is, by definition of the law, not subject to any tax or duty on income or profits. It is also exempt from stamp duties on transfer of property and any exchange controls. Essentially, a Seychelles international business company is a completely tax-free corporation, insofar as it complies with a few simple rules of operation. The law provides that all exemptions for a Seychelles international business company shall remain in force for a period of twenty years from the date of incorporation of an international business company.

International business company status is granted subject to certain conditions: -
  • No business may be transacted with residents of the Seychelles.
  • No ownership interest in real property in the Seychelles is permitted; property may be leased for office use only.
  • Banking or trust business may be carried on only if an appropriate license is issued. Likewise, a licence is required to carry on insurance or re-insurance business.
  • Engaging in the business of company management or providing registered facilities for Seychelles-incorporated companies is not permitted.

International business companies are permitted various activities within the Seychelles without compromising their offshore status under the Act; these include: -
  • Professional contacts with lawyers, accountants etc.
  • Preparation and maintenance of books and records.
  • The holding of directors' or shareholders' meetings.
  • Ownership of shares in other Seychelles companies, whether under the Act or the 1942 Companies Law.
  • Ownership of Government or Central Bank securities.
  • Ownership of a vessel registered in Seychelles.
  • Maintain a Seychelles-based bank accounts and deposits.
  • Own a vessel or and aircraft registered in Seychelles.
  • Shares in a Seychelles international business company may also be held by a person resident in Seychelles.

Secrecy
Confidentiality is one of the key features as details of the company beneficial owners, directors and shareholders are not part of public record. This information is kept only at the offices of the registered agent in complete confidentiality.

Flexible Structure
A Seychelles international business company needs only have one Director, who may be either a physical person or a corporate body. The management (directorship) your Seychelles international business company can be carried out in a combination of ways, but primarily there are two options: -

Option 1: company directed by the owner. You, as the beneficial owner of the company, can be appointed as the company director. Although this appointment is not directly registered on the public file in the registrar of companies, this information and the relevant resolutions must be held by the registered agent (us) in the registered office of the company. Obviously, the particulars of the company director will also show up in some of the main documents of the company.

Option 2: company directed by an appointed director (nominee). In this case the directorship of the company is taken by a professional third-party director. This position is also commonly known as a nominee director although the term itself is a bit old-fashioned. The nominee service can usually be provided by the agent (us), or it can be outsourced to other reputable company management service provider. To that matter, the owner of the company can ask anybody to be appointed as the company director.

A company director is charged with making all material decisions about the company and its business. Directors are initially appointed by the first Subscriber, and then elected by shareholders. Many offshore jurisdictions, including Seychelles, permit the director to be a corporation. This may sound weird, but just imagine a management firm comprising of a team of highly competent management specialists who would take the duty of managing the company's regular business. Nevertheless, utilizing a corporate director may blur the clear structure of a company and make it difficult to comprehend, especially for people who live in countries where corporate directors are not a common practice. More often than not the existence of a corporate director will also indicate that the company is most probably an offshore entity.

There are not many drawbacks for an offshore company to have an individual director, apart from the fact that the services of individual directors would usually be more expensive than corporate. Another aspect, distant as it may sound, is the possible complication when such individual director falls ill, goes away for vacation or, as it may happen, dies. In case of a corporate director there will always be some person who will be empowered to sign or act on behalf of the company. In case of an individual director, there might not be.

In such case the company would have to go through a lengthy process of registering a change of director in its file before the new director can act. Electing an alternate in the first place would therefore not be a bad idea. Just as well, a company may have one or several addition officers to fill various managerial and administrative roles within the company. The most common officer categories include President, Vice-President, Treasurer and Secretary. Some jurisdictions require that some or all of these roles be filled at incorporation.

The company directors may sometimes appoint managers or attorneys of the company, granting them certain powers to manage the affairs of the company. The manager may, for example, have a signing authority on a bank or securities account, or the powers to negotiate certain types of contracts for the company or do anything else that may be written in his power of attorney. Company shareholders or beneficial owners are quite often appointed as managers of the company for such purely practical reasons. It also needs only one shareholder.

Similarly as in case with the company director, being a direct shareholder of the company may adversely affect the desired level of confidentiality. In order to shield his direct link to the company, a company owner may involve services of a nominee shareholder. As it is a rather passive position (unlike the Directorship discussed above), the nominee shareholder service may be provided in a fairly straightforward manner.

At registration the company will always have at least one corporate nominee Subscriber (initial shareholder for a minimum amount of shares). This is provided by us at incorporation. Thereafter, the shares may be issued and transferred to any individuals according to the order configuration. Alternatively, the shares may remain registered onto the initial Subscriber, who would in this way act as nominee shareholder. A nominee shareholder may act for several actual owners at once. The nominee shareholding relationship would usually be confirmed by appropriate declarations or pre-configured share transfer documents from the nominee towards the actual clients.

Shareholding Structure
A Seychelles international business company can be configured with bearer shares, although certain procedural restrictions towards use of bearer shares are expected to be introduced soon. Offshore corporations, like onshore corporations, use shares to reflect their ownership. Shares are units representing a participation of a person in the company. Taking (or buying) a share in a company means simply that a person has agreed to invest some of his personal money or assets into the company. When he has done so, he acquires the right to participate in the profits and the decision-making process of that company in proportion to his share as in the total amount of the capital of the company.

Constitution of CompaniesConstitution of Companies
Subject to the requirements of Seychelles international business company Act, one or more persons may, by subscribing to a memorandum incorporate a company under Seychelles international business company Act. A company shall not be incorporated under Seychelles international business company Act unless immediately upon its incorporation the company is an international business company.

For the purposes of Seychelles international business company Act, an international business company is a company that does not: carry on business in Seychelles; own an interest in immovable property situate in Seychelles, or a lease of immovable property situate in Seychelles; carry on banking as defined in the Financial Institutions Act, 1984 or a trust business; carry on business as an insurance or a reinsurance company; or carry on the business of providing the registered office for companies.

An international business company shall not be treated as carrying on business in Seychelles by reason only that: it makes or maintains deposits with a person carrying on business within Seychelles; it makes or maintains professional contact with counsel and attorneys, accountants, bookkeepers, trust companies, management companies, investment advisers or other similar persons carrying on business within Seychelles; it prepares or maintains books and records within Seychelles; it holds, within Seychelles, meetings of its directors or members; it holds a lease of property for use as an office from which to communicate with members or where books and records of the company are prepared or maintained; it holds shares, debt obligations or other securities in a company incorporated under Seychelles international business company Act or under the Companies Act; it holds bonds, treasury bills and other securities issued by the Government of Seychelles or the Central Bank of Seychelles; shares, debt obligations or other securities in the company are owned by any person resident in Seychelles or by any company incorporated under Seychelles international business company Act or under the Companies Act; or it owns or manages a vessel registered in the Republic under the Merchant Shipping Act, or an aircraft, so registered under the Civil Aviation Act, 1949 (Overseas Territories) Order 1969.

Subject to any limitations in its memorandum or articles, Seychelles international business company Act or any other law for the time being in force in Seychelles, a company incorporated under Seychelles international business company Act has the power, irrespective of corporate benefit, to perform all acts and engage in all activities necessary or conducive to the conduct, promotion or attainment of the objects or purposes of the company, including the power to do the following: issue registered shares or shares issued to bearer or both; issue the following: voting shares; non-voting shares; shares that may have more or less than one vote per share; shares that may be voted only on certain matters or only upon the occurrence of certain events.

Shares that may be voted only when held by persons who meet specified requirements; no par value shares; unnumbered shares; issue common shares, preferred shares, or redeemable shares; issue shares that entitle participation only in certain assets; issue options, warrants or rights, or instruments of a similar nature, to acquire any securities of the company; issue securities that, at the option of the holder thereof or of the company or upon the happening of a specified event, are convertible into, or exchangeable for, other securities in the company or any property then owned or to be owned by the company.

Purchase, redeem or otherwise acquire and hold its own shares; guarantee a liability or obligation of any person and to secure any of its obligations by mortgage, pledge or other charge, of any of its assets for that purpose; and protect the assets of the company for the benefit of the company, its creditors and its members, and at the discretion of the directors, for any person having a direct or indirect interest in the company.

An act of a company incorporated under Seychelles international business company Act and a transfer of movable or immovable property by or to a company so incorporated is not invalid by reason only of the fact that the company was without capacity or power to perform the act or to transfer or receive the property, but the lack of capacity or power may be pleaded in the following cases: in proceedings by a member against the company to prohibit the performance of any act or the transfer of immovable or movable property by or to the company; or in proceedings by the company, whether acting directly or through a receiver, trustee or other legal representative or through members in a derivative action, against the incumbent or former directors of the company for loss or damage due to their unauthorised act.

The court may set aside and prohibit the performance of a contract if: the unauthorised act or transfer sought to be set aside or prohibited is being, or is to be, performed or made under any contract to which the company is a party; all the parties to the contract are parties to the proceedings; and it appears fair and reasonable in the circumstances to set aside or prohibit the performance of the contract, and in so doing the court may, in applying this subsection, award to the company or to the other parties such compensation as may be reasonable except that in determining the amount of compensation the court shall not take into account anticipated profits to be derived from the performance of the contract.

No company shall be incorporated under Seychelles international business company Act under a name that: is identical with that of a statutory corporation or that under which a company in existence is already incorporated under Seychelles international business company Act or registered under the Companies Act or so nearly resembles the name of another company as to be calculated to deceive, except where the company in existence gives its consent; contains the words "Assurance", "Bank", "Building Society", "Chamber of Commerce", "Chartered, "Cooperative", "Imperial". "Insurance", "Municipal", "Trust", "Foundation", or a word conveying a similar meaning, or any other word that, in the opinion of the Registrar, suggests or is calculated to suggest the patronage of or any connection with Seychelles or the Government of Seychelles or with any other country or the Government of that country: provided however that the Registrar may permit the incorporation of a company under a name that includes the word "Seychelles" if the Registrar thinks fit to do so; is indecent, offensive or, in the opinion of the Registrar is otherwise objectionable or misleading.

The memorandum shall include the following particulars: the name of the company; the address within Seychelles of the registered office of the company; the name and address within Seychelles of the registered agent of the company; the objects or purposes for which the company is to be incorporated; the currency in which shares in the company shall be issued; a statement of the authorised capital of the company setting forth the aggregate of the par value of the shares that the company is authorised to issue and the amount, if any, to be represented by shares without par value that the company is authorised to issue; a statement of the number of classes and series of shares, the number of shares of each such class and series and the par value of shares with par value and that the shares may be without par value if this is the case; a statement of the designations, powers, preferences and rights, and the qualifications, limitations or restrictions of each class and series of shares that the company is authorised to issue, unless the directors are to be authorised to fix any such designations, powers, preferences, rights, qualifications, and in that case, an express grant of such authority as may be desired to grant to the directors to fix by resolution any such designations, powers, preferences, rights, qualifications, limitations and restrictions that have not been fixed by the memorandum.

A statement of the number of shares to be issued as registered shares and as shares issued to bearer, unless the directors are authorised to determine at their discretion whether shares are to be issued as registered shares or to bearer and in that case an express grant of such authority as may be desired shall be given to empower the directors to issue shares as registered shares or to bearer as they may determine by resolution of the directors.

Whether registered shares may be exchanged for shares issued to bearer and whether shares issued to bearer may be exchanged for registered shares; and if shares issued to bearer are authorised to be issued, the manner in which a required notice to members is to be given to the holders of shares issued to bearer. In the case of a limited life or duration company, the period, which shall not exceed 50 years, of the duration of the life of the company. A statement that the company shall not carry on any banking, insurance, reinsurance or trust business.

If the memorandum contains a statement either alone or with other objects or purposes that the object or purpose of the company is to engage in any act or activity that is not prohibited under any law for the time being in force in Seychelles, the effect of that statement is to make all acts and activities, that are not illegal, part of the objects or purposes of the company, subject to any limitations in the memorandum.

The memorandum shall be subscribed to by one or more persons in the presence of another person who shall write his full name and address and sign as a witness. The memorandum, when registered, binds the company and its members from time to time to the same extent as if each member had subscribed his name and affixed his seal thereto and as if there were contained in the memorandum, on the part of himself, his heirs, executors and administrators, a covenant to observe the provisions of the Memorandum, subject to Seychelles international business company Act.

The memorandum may be written in the English or French language or if written in a language other than English or French or Chinese shall be accompanied by a translation in the English or French language certified by the registered agent of the company of the memorandum.

The articles, if not submitted for registration with the memorandum shall be submitted within 30 days following the date of incorporation. The articles shall be subscribed to by each subscriber of the memorandum in the presence of another person who shall write his full name and address and sign as a witness. The articles, when registered, bind the company and its members from time to time to the same extent as if each member had subscribed his name and affixed his seal thereto and as if there were contained in the articles, on the part of himself, his heirs, executors and administrators, a covenant to observe the provisions of the articles, subject to Seychelles international business company Act.

The articles may be written in the English or French language or if written in a language other than in English or French shall be accompanied by a translation in the English or French language certified by the registered agent of the company of the Articles.

The memorandum and articles shall, on application made to the Registrar, be registered by the Registrar in a register to be maintained by him and to be known as the Register of international business companies. Upon registration of the memorandum, the Registrar shall issue a certificate of incorporation under his hand certifying that the company is incorporated.

The Minister may appoint a diplomatic or consular officer of Seychelles or any other person or body in a country or jurisdiction outside Seychelles to perform in that country or jurisdiction such of the functions of the Registrar as may be delegated to the officer, person or body by the Minister and any act or thing done by or before the diplomatic or consular officer or the other person or body appointed by the Minister shall be valid and effectual as if done by or before the Registrar. The Minister may establish a branch office in a country or jurisdiction for the performance by or before the diplomatic or consular officer or the other person or body of the functions of the Registrar delegated to the officer or other person or body under that subsection.

A diplomatic or consular officer or other person or body shall before performing the functions delegated to the officer or other person or body consult the Registrar and act in accordance with the instructions of the Registrar. A diplomatic or consular officer or other person or body shall, as soon as practicable, forward to the Registrar copies of all applications made to the officer or other person or body and certificates or other documents issued by the officer or other person or body, a record of all fees and any penalty collected by the officer or other person or body under Seychelles international business company Act and those fees and the penalty.

Any act done or certificate or document made or issued under Seychelles international business company Act by a diplomatic or consular officer or person or body shall be deemed to be an act done or certificate or document made or issued by the Registrar under Seychelles international business company Act. Where the Registrar issues a certificate of incorporation of a company, the company is, from the date shown on the certificate of incorporation, a body corporate under the name contained in the Memorandum subject to any limitations imposed by the Memorandum and to the provisions of Seychelles international business company Act.

A certificate of incorporation of a company incorporated under Seychelles international business company Act issued by the Registrar shall be prima facie evidence of compliance with all requirements of Seychelles international business company Act in respect of incorporation. Subject to any limitation in its Memorandum or Articles, a company incorporated under Seychelles international business company Act may amend its Memorandum or Articles by a resolution of members or, where permitted by its Memorandum or Articles or by Seychelles international business company Act, by a resolution of directors.

A limited life company may by resolution alter its memorandum to extend the period of the duration of the company to such period or periods not exceeding in aggregate 99 years from the date of its incorporation.

A company that amends its memorandum or articles shall submit a copy of the amendment certified by a director or officer of the company to the Registrar within 30 days after the resolution is approved or consented and the Registrar shall retain and register the copy of the amendment. An amendment to the memorandum or articles has effect from the time the amendment is registered by the Registrar.

A copy of the memorandum and a copy of the articles shall be given to any member who requests a copy on payment by the member of such amount as the directors may determine to be reasonably necessary to defray the costs of preparing and furnishing them.

Capital and DividendsCapital and Dividends
Subject to any limitations in the memorandum or articles, each share in a company incorporated under Seychelles international business company Act shall be issued for money or other valuable consideration. Subject to any limitations in the memorandum or articles, shares in a company incorporated under Seychelles international business company Act may be issued for such amount as may be determined from time to time by the directors, except that in the case of shares with par value the amount shall not be less than the par value; and, in the absence of fraud, the decision of the directors as to the value of the consideration received by the company in respect of the issue is conclusive, unless a question of law is involved.

Subject to any limitations in the memorandum or articles, treasury shares and un-issued shares may be disposed of by a company incorporated under Seychelles international business company Act on such terms and conditions as the directors may determine. Subject to any limitations in its memorandum or articles, a company incorporated under Seychelles international business company Act may issue fractions of a share and unless and to the extent otherwise provided in the memorandum or articles, a fractional share has the corresponding fractional liabilities, limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a share of the same class or series of shares.

Where a company incorporated under Seychelles international business company Act issues a share with par value, the consideration in respect of the share constitutes capital to the extent of the par value and the excess constitutes surplus. Subject to any limitations in the memorandum or articles, where a company incorporated under Seychelles international business company Act issues a share without par value, the consideration in respect of the share constitutes capital to the extent designated by the directors and the excess constitutes surplus, except that the directors shall designate as capital an amount of the consideration that shall be at least equal to the amount that the share is entitled to as a preference, if any, in the assets of the company upon liquidation of the company.

Upon the disposition by a company incorporated under Seychelles international business company Act of a treasury share, the consideration in respect of the share shall be added to surplus.

A share issued as a dividend by a company incorporated under Seychelles international business company Act shall be treated for all purposes as having been issued for money equal to the surplus that has been transferred to capital upon the issue of the share. In the case of a dividend of authorised but un-issued shares with par value, an amount equal to the aggregate par value of the shares shall be transferred from surplus to capital at the time of the distribution.

In the case of a dividend of authorised but un-issued shares without par value, the amount designated by the directors shall be transferred from surplus to capital at the time of the distribution, except that the directors shall designate as capital an amount that is at least equal to the amount that the shares are entitled to as preference, if any, in the assets of the company upon liquidation of the company. A division of the issued and outstanding shares of a class or series of shares into a larger number of shares of the same class or series having proportionately small par value does not constitute a dividend of shares.

Subject to any limitations in its memorandum or articles, a company incorporated under Seychelles international business company Act may, by a resolution of directors, amend its memorandum to increase or reduce its authorised capital, and in connection therewith, the company may: increase or reduce the number of shares which the company may issue; increase or reduce the par value of any of its shares.

Where a company reduces its authorised capital, then, for purposes of computing capital of the company, any capital that immediately before shares represented the reduction but immediately following the reduction is no longer represented by shares shall be deemed to be surplus transferred from capital to surplus.

A company incorporated under Seychelles international business company Act shall state in its articles whether or not certificates in respect of its shares shall be issued. Where a company incorporated under Seychelles international business company Act issues certificates in respect of its shares, the signature of a director or officer of the company shall evidence the certificates; and the Articles may provide for the signatures to be facsimiles. A certificate issued specifying a share held by a member of the company shall be prima facie evidence of the title of the member to the share specified therein.

A company incorporated under Seychelles international business company Act shall cause to be kept one or more registers to be known as share registers containing: the names and addresses of the persons who hold registered shares in the company; the number of each class and series of registered shares held by each person; the date on which the name of each person was entered in the share register; the date on which any person ceased to be a member; in the case of shares issued to bearer, the total number of each class and series of shares issued to bearer.

With respect to each certificate for shares issued to bearer: the identifying number of the certificate; the number of each class or series of shares issued to bearer specified therein, and the date of issue of the certificate; but the company may delete from the share register information relating to shares issued to bearer that have been cancelled. The share register may be in such form as the directors may approve but if it is in magnetic, electronic or other data storage form, the company shall be able to produce legible evidence of its contents.

A copy of the share register, commencing from the date of the registration of the company, shall be kept at the office of the company referred to in section 38 or such other place as the directors determine and the company shall inform the Registrar of the address of the other place.

Registered Office Address and Registered Agent
A company incorporated under Seychelles international business company Act shall at all time have a registered office in Seychelles. The directors of the company may change the address of the registered office of the company, which change shall be notified to the Registrar. A company incorporated under Seychelles international business company Act shall at all time have a registered agent in Seychelles.

All applications made and all documents required to be submitted to the Registrar under Seychelles international business company Act by a company incorporated under Seychelles international business company Act shall be made through the registered agent who shall verify in writing the signature of any person appearing on the application or document and the registered agent may accept service on behalf of the company and any service accepted by the registered agent shall be deemed to have been accepted by the company. A company shall, not later than 7 days after changing its registered agent in Seychelles, notify the Registrar of the name and address of its new registered agent and the change shall have effect on the date the Registrar receives the notice of change.

Directors, Officers, Agents, and LiquidatorsDirectors, Officers, Agents, and Liquidators
Subject to any limitations in its memorandum or articles, the business and affairs of a company incorporated under Seychelles international business company Act shall be managed by a board of directors that consists of one or more persons who may be individuals or companies. The first directors of a company incorporated under Seychelles international business company Act shall be elected by the subscribers to the Memorandum; and thereafter, the directors shall be elected by the members for such term as the members may determine and where permitted by the Memorandum or Articles of a company incorporated under Seychelles international business company Act, the directors may also elect directors for such term as the directors may determine.

Each director holds office until his successor takes office or until his earlier death, resignation or removal or in the case of a company upon the making of an order for the winding up or dissolution of the company or upon the removal of a defunct company otherwise than pursuant to a winding-up order.

Subject to any limitations in the memorandum or articles: a director shall cease to hold the office of director if a majority of the directors, require his resignation in writing; a director may resign his office by giving written notice of his resignation to the company and the resignation has effect from the date the notice is received by the company or from such later date as may be specified in the notice.

Subject to any limitations in the memorandum or articles, a vacancy in the board of directors may be filled by a resolution of members or of a majority of the remaining directors. The number of directors shall be fixed by the articles and, subject to any limitations in the memorandum or articles, the articles may be amended to change the number of directors.

The directors shall have all the powers of the company that are not reserved to the members under Seychelles international business company Act or in the memorandum or articles. Subject to any limitations in the memorandum or articles, the directors may, by a resolution of directors, fix the emoluments of directors in respect of services to be rendered in any capacity to the company.

Every director, officer, agent and liquidator of a company incorporated under Seychelles international business company Act, in performing his functions, shall act honestly and in good faith with a view to the best interests of the company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Every director, officer, agent and liquidator of a company incorporated under Seychelles international business company Act, in performing his functions is entitled to rely upon the share register kept the books of accounts and records and the minutes and copies of consents to resolutions kept and any report made to the company by any other director, officer, agent or liquidator or by any person selected by the company to make the report.

Subject to any limitations in the memorandum or articles, no agreement or transaction between: company incorporated under Seychelles international business company Act; and one or more of its directors or liquidators, or any person in which any director or liquidator has a financial interest or to whom any director or liquidator is related, including as a director or liquidator of that other person, is void or voidable for this reason only or by reason only that the director or liquidator is present at the meeting of directors or liquidators, at the meeting of the committee of directors or liquidators, that approves the agreement or transaction or that the vote or consent of the director or liquidator is counted for that purpose.

The termination of any proceedings by any judgement, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the company or that the person had reasonable cause to believe that his conduct was unlawful. If a person entitled to be indemnified against all expenses, including legal fees, and against all judgements, fines and amounts paid in settlement and reasonably incurred by the person in connection with the proceedings.

Live Help
Live Help

You can chat with one of our advisors right now. Just click on the image to the left to start chatting. Live Help is a real time chat feature which enables you to interact with our customer service representative without a phone call. Get answers to your questions while using our web-site. Clicking the "Live Help" button will start an online session with one of our representatives. Live Help is currently available during normal business hours. Outside of the indicated below opening hours, our Live Help centre will be closed, when you click on the chat button, you will see an e-mail form that allows you to send us an e-mail request with your questions. Our Live Help is free, there are no hidden fees.

Our hours of operation are posted on the contact page at all times. Telephone and Live Chat assistance is only available during business hours.
Opening Hours:

Monday - Friday: 9:30 a.m. to 18:00 p.m.
Saturday: offices are closed
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Dear customers, ladies and gentlemen, while having a chat session with our visitors, we are frequently requested to give an advice on tax planning or business structuring, and we would like to inform you that it is against our principles to provide an online free advice pertaining to these issues.

The points and tips that can be covered during a chat session include: our packages, services description and charges, legal requirements to start-up a business offshore, bank account arrangements, trademark registration, post incorporation services, notaries, consulate or apostille legalisation and other authentication services, documentation preparation and filing, mail forwarding overseas, telephone, fax and virtual office facilities, bookkeeping and accounting services, offshore incorporation service, ways to place an order, methods of payment etc.

If you wish us to provide you an advice or recommendations on tax savings and tax minimisation, or corporate business structuring methods, you should be aware that this service has chargeable elements.

Money and Payment Policy
 
Coddan accepts all major currencies; we accept Visa, Visa Electron, Visa Purchasing, JCB, MasterCard, Maestro, Solo, and Delta, we also accept cheques (may be held 10 days to clear), postal orders or cash deposit, and bank transfers from anywhere to our UK and USA bank accounts. After you place an order, details about the banking transfer will be e-mailed to you on the second e-mail notification. If you missed that e-mail, please call our phone number that is given on the order confirmation. The customer is responsible for the reimbursement of any bank wire transfer payments.

Our credit card payment processing is by WorldPay - an important part of The Royal Bank of Scotland Group, the 5th biggest banking group in the world. We do not charge surcharges for the debit and credit card transactions. Credit or debit card payment is now authorised online in real time. You will be informed immediately if your credit or debit card is declined. If declined, you may check the accuracy of the card number and expiration date, or choose a different card to try.

We need to receive a payment before we can proceed with a new company formation. For regular or corporate clients, we can open a professional credit account. However, this benefit cannot be provided to a new customer, who never placed orders with us.

If you do not feel comfortable transmitting your credit card details on the Internet, we suggest you place an order online, choose the option "Credit Card via the Phone" as the payment method, and then phone in to give us your credit card number over the phone. We will charge your credit card manually. We can also accept credit or debit card payments by fax, to do so, we will e-mail you a credit or debit card authorisation form, and you will need to print out the form, complete the details by hand and send it to us by fax to: + 44 (0) 207.681.3318.
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Due to the introduction of the Anti Money Laundering Regulations 2007 it is now a legal requirement that all trusts and company service providers are MLR registered. Coddan CPM Limited has been granted an MLR Registration Number 12298927. This means that we have passed the fit and proper test and successfully applied for and received confirmation from HM Customs and Excise. Please be aware that any formation agent operating without being MLR registered is not complying with the Law. Website Last Updated: 10/22/2014