How to Start a Business in the Seychelles: Offshore Registration from Scratch

How to Start a Business in the Seychelle

To register a company and do business in the Seychelles, you need to:

1. Choose the legal form of the company
   | IBC, CSL, or other forms depending on the type of business.
   
   

2. Come up with a name
   | Check the uniqueness of the name and register it with the Financial Services Authority (FSA).
   
   

3. Appoint a director
   | At least one director is required, either an individual or a legal entity, with no residency requirements.
   
   

4. Obtain a registered office address
   | Register the company at the address of a licensed agent.
   
   

5. Pay the fee
   | Pay the government registration fee, starting from USD 100.
   
   

6. Submit documents to the registration authorities
   | Prepare the constitutional documents, details of directors and shareholders, and submit them through a registered agent.
   
   

7. Open a bank account
   | Provide documents to the chosen bank. The account opening period is from 15 days.
   
   

8. Obtain additional licenses (if required)
   Required for financial, insurance, and investment services.
   
   

9. Keep annual accounting records
   | Store documentation for at least 7 years and provide copies to the registered agent.
   
   

What is an offshore company and why the Seychelles?

The term "offshore" (from the English "offshore" — "beyond the shore") refers to companies incorporated in jurisdictions that provide foreign entrepreneurs with special business conditions. Key advantages of offshore companies traditionally include:

• Minimal tax burden or full tax exemption if the company does not operate in the country of incorporation;
  

• Simplified reporting requirements, reducing the administrative burden on owners;
  

• Confidentiality, limiting public access to information about ultimate beneficiaries and directors;
  

• Flexibility in corporate governance, including the ability to manage the business remotely.

It is no longer news that in recent years offshore jurisdictions have faced increasing pressure from international organizations (OECD and FATF). Countries are revising their legal frameworks, raising the level of transparency and financial flow monitoring.

The Seychelles are no exception: on October 1, 2024, amendments to the Beneficial Ownership (Amendment) Regulations 2023 came into force, tightening regulation of companies registered in this jurisdiction.

New requirements for beneficiaries

The main innovation concerns the annual verification and updating of data on beneficial owners. Now:

• Companies are required to confirm the accuracy of information about their beneficiaries three months before annual registration renewal.
  
  

• After verification, the data must be submitted to the registration authorities through a licensed registered agent. The deadline for filing the declaration is one month after registration renewal.
  
  

• Violations are subject to fines of up to 20,000 SCR (approximately USD 1,500).

The tightening of disclosure rules for beneficial owners was also influenced by U.S. sanctions adopted back in 2020. At that time, the Seychelles were on France's offshore blacklist.

Nevertheless, the Seychelles remain one of the most attractive jurisdictions for international business.

Quick overview of the Seychelles jurisdiction

Company registration procedure in the Seychelles

1. Choosing the legal form of the company

Seychelles legislation offers several business structures, each with its own features and restrictions.

Company Limited by Shares (CLS)
The standard model for companies working with investors. The owners are shareholders, whose liability is limited to their shareholding.

Company Limited by Guarantee (CLG)
Used for non-profit organizations and funds. Members undertake to contribute certain amounts in the event of liquidation but are not entitled to profit distribution.

Limited Partnership (LP)
A traditional partnership model, including general partners (managing the business and bearing unlimited liability) and limited partners (whose liability is limited to their contribution).

International Business Company (IBC)
The most popular form among foreign entrepreneurs due to minimal regulation and tax advantages.

IBC – the optimal choice for international business

The International Business Company (IBC) is the main offshore company form in the Seychelles. It is suitable for international trade, asset holding, online business, intellectual property management, and other activities.

Key benefits of IBC:

• No corporate income tax if business is conducted outside Seychelles.
  
  

• Information about directors and beneficiaries is not subject to public disclosure.
  
  

• Only one director and one shareholder are required, and they may be non-residents.
  
  

• No mandatory requirements for shareholder meetings or corporate registers.
  
  

• The registration process takes 1–3 days and can be completed remotely via a licensed agent.

Restrictions:

• The company may not conduct business with residents or own real estate (except for office leases).
  
  

• A license is required to provide financial services (banking, insurance, investment).

2. Choosing a company name

The name is registered with the Financial Services Authority (FSA). A company name can be reserved for 30 days, with an extension fee of USD 25 per name.

Main requirements:

• The name must be original and not identical or confusingly similar to existing registered company names.
  
  

• The legal form must be indicated in the name: "Limited", "Corporation", "Incorporated", or their abbreviations: "Ltd.", "Corp.", "Inc.".
  
  

• The name may be in any language but must be accompanied by an English or French translation.
  
  

• Prohibited words include: "Bank", "Building Society", "Chamber of Commerce", "Chartered", "Cooperative", "Credit Union", "Government", "Licensing", "Municipal", "Parliament", "Police", "Royal", "Tribunal", "Stock Exchange", and similar terms suggesting state affiliation.

3. Appointment of a director

Registration of an IBC requires at least one director, who may be a citizen or resident of any country.

Information about directors and shareholders is not publicly disclosed and is kept in closed state registers. Companies must provide data only upon official request from law enforcement, tax authorities, or banks under international cooperation agreements.

4. Registered office address

The registered office usually coincides with the address of the registered agent.

The office must keep:

• Register of shareholders, directors, and officers;
  
  

• Minutes of meetings and copies of resolutions;
  
  

• Copy of the share register;
  
  

• Accounting records or a resolution specifying another storage location.

Failure to maintain a registered office and required documentation may result in fines. The company and its directors knowingly violating the rules may be fined up to USD 100 per day of non-compliance.

5. Payment of registration fees

Regardless of share capital, a state fee of USD 100 applies for company incorporation. Registered agent services and office provision are paid separately.

6. Document submission

IBC registration in Seychelles is carried out through licensed agents. They review documents and submit them to the FSA.

It is necessary to prepare and submit the Memorandum of Association and the Articles of Association to the Registrar.

| Memorandum of Association — outlines the company's objectives and structure.

| Articles of Association — regulates internal governance and relationships between members.

Both must be in English or French (or accompanied by a certified translation). Signatures of founders must be witnessed. If the Memorandum is not filed at the same time as the Articles, it must be provided within 30 days of incorporation.

7. Opening a bank account

To open a corporate account, the following are required:

• Company documents:

• Memorandum and Articles of Association;
  
  

• Certificate of incorporation;
  
  

• Register of directors and shareholders.
  
  

• Identity and address documents:

• Notarized copies of passports or IDs of directors and shareholders;
  
  

• Proof of residence.
  
  

• Financial information:

• Business plan or description of intended activities;
  
  

• Forecasts of financial flows and expected transaction volumes;
  
  

• Information about potential partners and markets.
  
  

Compliance with AML (Anti-Money Laundering) and KYC (Know Your Customer) requirements is mandatory.

Banks in Seychelles offering corporate services include:

Account approval may take from a few days to several weeks, depending on the bank’s internal policies and completeness of documents.

8. Additional licenses and permits

When planning certain types of activities in the Seychelles, such as insurance, offshore banking, crypto-asset operations, investment services, or providing brokerage and marketing services, it is necessary to take into account the licensing requirements. In such cases, it is advisable to consider establishing a company with a Special License (CSL).

A CSL is a resident company of the Seychelles, which allows it to operate both within the country and abroad.

Requirements for the structure:

Crypto business licensing

From September 1, 2024, the Virtual Asset Service Providers Act, 2023 came into effect in Seychelles. All companies providing virtual asset services must obtain a license. Existing companies must apply by December 31, 2024.

Accounting requirements

According to the updated legislation of the Seychelles, all IBCs are required to maintain and store accounting records reflecting their financial activities.

Requirements:

• Companies must keep detailed records that allow determination of their financial position and tracking of all financial transactions at any time. Such documents include bank statements, invoices, receipts, contracts, and other supporting documents.
  
  

• Accounting records must be kept at the registered office in the Seychelles. If the original documents are kept abroad, copies must be provided to the registered agent in the Seychelles, and the storage address of the originals must be communicated to the agent.
  
  

• All accounting records must be preserved for at least 7 years from the date of the relevant transaction.
  
  

• Documents relating to the first half of the year (January–June) must be submitted to the registered office by July 31 of the current year. Documents for the second half of the year (July–December) must be submitted by January 31 of the following year.

Failure to comply with these requirements may result in a fine ranging from USD 2,000 to USD 10,000. In addition, company directors who knowingly allow violations may be held personally liable with equivalent penalties.

Taxation

International Business Companies (IBCs) registered in the Seychelles are exempt from paying taxes on income earned outside the Seychelles.

If an IBC earns income from sources within the Seychelles, it is subject to corporate tax on a progressive scale:

• Up to 1,000,000 Seychelles Rupees (SCR) — 15%
  
  

• Above 1,000,000 SCR — 25%

Additionally, the following tax obligations apply in the Seychelles:

• Value Added Tax (VAT) — 15%
  
  

• Dividend tax for payments to foreign recipients — 15%
  
  

• Social contributions — 20% for employers, 2.5% for employees

IBCs conducting activities exclusively outside the Seychelles are exempt from VAT and social contributions in this jurisdiction.

Quick overview of Seychelles company registration