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Seychelles company registration for an owner abroad almost always means an International Business Company (IBC) under the International Business Companies Act 2016. The register is kept by the Financial Services Authority (FSA), whose chief executive acts as Registrar of International Business Companies. An IBC may be limited by shares, by guarantee or by both, and may be set up as a protected cell company or a limited life company (sections 6 to 8).
Two other forms appear in searches for Seychelles offshore company formation. A company under the Companies Act 1972, registered by the Registrar of Companies, is the ordinary vehicle for a business run inside the islands. A company with a Special Licence under the Companies (Special Licences) Act 2003 no longer has any tax concession: the FSA’s Circular No. 7 of 2021 confirms that from 1 July 2021 every such company is taxed at the general rates.
An IBC may not carry on banking business anywhere, nor insurance, securities or corporate services in Seychelles without a licence, and it may provide virtual asset services in or from Seychelles only under the Virtual Asset Service Providers Act 2024 (section 5(2)). A crypto business in Seychelles therefore starts with that licence, not with the incorporation.
| Requirement | What the Act says | Rule |
|---|---|---|
| Members | One or more at all times once the first directors are in office; individuals or companies of any nationality and residence | Section 99 |
| Directors | At least one, an individual or a body corporate; the first directors are appointed within 30 days of incorporation, each with written consent | Sections 130, 133, 134 |
| Company secretary | Not required by the Act | None |
| Registered agent | A licensee of the FSA under the International Corporate Service Providers Act; only the agent files documents with the Registrar | Section 164 |
| Registered office | In Seychelles, at the address of the agent’s principal place of business | Section 161 |
| Share capital | No statutory minimum and no paid-up rule; the memorandum states the authorised capital, in any currency, as par value or no par value shares; bearer shares are prohibited | Sections 15, 46, 48 |
| Name | Ends with Limited, Corporation, Company, Incorporated or Limited Liability Company, or an abbreviation; a licensee may reserve it for 30 days | Sections 25, 29 |
| Beneficial owners | Every natural person with 10% or more of the shares or votes, or control by other means, is identified and recorded | Beneficial Ownership Regulations, regulation 3 |
To set up a company in Seychelles you do not file yourself, and a lawyer can do it only if the firm holds the licence: section 9 lets only the proposed registered agent named in the memorandum apply for incorporation. The FSA publishes the list of its licensees.
| Step | What happens | Rule |
|---|---|---|
| 1. Client checks | The agent identifies you and every beneficial owner from documents such as a passport and proof of address, and records the company’s purpose | AML/CFT Act 2020, sections 35 and 39 |
| 2. Name | The agent reserves the chosen name for 30 days | Section 29 |
| 3. Constitution | The subscriber signs the memorandum and articles before a witness, not a notary; the agent may be sole subscriber without becoming a member | Sections 13 and 20 |
| 4. Incorporation | The agent files them with the application; the Registrar registers them, allots a registration number and issues the certificate of incorporation | Sections 9 and 10 |
| 5. Board | The subscriber appoints the first director or directors, who have consented in writing | Section 134, within 30 days |
| 6. Register of directors | A copy is filed with the Registrar | Section 152, within 30 days of the appointment |
| 7. Shares and members | Shares are issued by the directors and the register of members is written up at the registered office | Sections 49 and 104 |
| 8. Beneficial owners | You declare your interest; the agent keeps the register and uploads it to the Financial Intelligence Unit’s database | Beneficial Ownership Act, sections 5 and 10: 21 days, then 14 days |
The register of members stays at the registered office in Seychelles; directors and members may inspect it, and filing a copy with the Registrar is optional (sections 107 and 349). A copy of the register of directors goes to the Registrar within 30 days of every change, and the Registrar releases it only on a court order, where a law compels it, or to the agent or someone the agent or a director authorises (section 152). From 1 January 2027 the Register and every certificate of official search will also show the name and appointment date of each current director, under the amending Act of 2026.
The register of beneficial owners is held at the agent’s office under the Beneficial Ownership Act 2020 and uploaded to the database of the Financial Intelligence Unit. The threshold is 10% of the shares or votes, lower than the 25% used in many places, plus anyone who controls the company by other means. It is not public: Seychelles authorities can require it, and Seychelles banks and licensed service providers may be given access for their customer checks. Since the amendments of 2024 to 2026 a nominee shareholder or nominee director is recorded as such in the register of members or directors with the identity of the person they act for, and the beneficial ownership register carries an annex naming both.
Seychelles taxes business income by its source. Under section 5 of the Business Tax Act, as rewritten with effect from 15 September 2021, a resident company’s income comes from sources in Seychelles if it is derived from activities conducted, goods situated or rights used in Seychelles. An IBC pays business tax on that income like any other company: 15% on the first SCR 1,000,000 of taxable income and 25% on the remainder, with 25% and 33% for banks, insurers, telecommunication providers and alcohol and tobacco manufacturers. A stricter rule, in the Eleventh Schedule as amended in September 2021, applies to a member of a multinational group, for example a Seychelles holding company with a subsidiary abroad or an IBC owned by a foreign parent company.
| Income of the IBC | IBC outside a multinational group | IBC in a multinational group |
|---|---|---|
| Business carried on in Seychelles | Taxed at 15% and 25% | Taxed at 15% and 25% |
| Business carried on abroad | Not Seychelles income | Taxed unless earned through a permanent establishment abroad |
| Foreign dividends, interest, rents and gains on shares | Not Seychelles income | Exempt only with adequate economic substance in Seychelles |
Adequate economic substance means that the company has complied with its filings, has adequate people and premises in Seychelles to hold and manage its investments and, unless it is a pure equity or real estate holding company, takes its strategic decisions, manages its principal risks and incurs adequate expenditure in Seychelles; the people, premises and risk management may be outsourced within Seychelles under the company’s supervision. Company instruments, share transfers included, are exempt from stamp duty unless Seychelles land is involved (IBC Act, section 362). Where you live and where the board really meets decide how your own country taxes the company.
Since the 2021 amendments every IBC must keep records that show and explain its transactions (section 174). Records kept abroad are lodged at the registered office in Seychelles at least twice a year; the FSA’s Circular No. 9 of 2021 expects January to June records by July and July to December records by the following January. Every IBC except a holding company that is not a large business also prepares an annual financial summary within six months of its year end, kept at the registered office (section 175). The financial year is the calendar year unless the directors change it. Each year also brings:
The general annual return was repealed in 2021 and filing financial statements is optional (section 350), so the accounts are not on a public file.
Many founders look for Seychelles company formation with a bank account. The IBC Act requires no account in Seychelles. The Central Bank of Seychelles lists seven commercial banks, and their published checklists are written for businesses that operate in the islands: an operating licence, a physical business address, a tax registration and, after a year, financial statements. Outside Seychelles, some payment platforms list Seychelles as an eligible country of registration, while others, such as Revolut Business and Mercury, do not accept Seychelles companies. The account is a separate application that the bank alone decides; see bank accounts for Seychelles companies.
A new IBC gives you the name, share structure and articles you choose, and the registry part is quick. A ready-made IBC is worth considering where the incorporation date matters: a counterparty, a platform or a tender that asks how long the company has existed. The client checks are the same on either route. Our page on the Seychelles shelf company explains what passes on a purchase, and our guide to off-the-shelf companies compares the two routes in general.
We can form a new Seychelles IBC or supply a ready-made one, prepare the incorporation or transfer documents and the filings the licensed registered agent makes, help you prepare the bank application and, where we have a working contact at a suitable bank, introduce you, with the decision left to the bank. If you want a nominee director or nominee shareholder, we arrange one only through a holder of an FSA international corporate services licence, because acting as director or nominee shareholder of an IBC in or from Seychelles is a licensed service; that director carries the full duties of section 144, and the registers and the beneficial ownership annex record the nominee and the person behind them, so you remain on file as beneficial owner. Our Seychelles page covers the wider jurisdiction.
Through a registered agent licensed by the FSA, which is the only party allowed to file the incorporation. The IBC Act sets no nationality or residence test for directors or shareholders, and one person can be both. You provide identity and address documents for each director and each person holding 10% or more; the agent reserves the name and files the memorandum and articles, and the Registrar issues the certificate and registration number.
The FSA’s service standards indicate one hour for a name reservation, one to two hours for the incorporation and one working day for the stamped memorandum and articles and the certificate, for a complete application. Before that the agent must finish its checks on you and the beneficial owners, which depends on your documents. A bank account follows its own process.
No. The IBC Act sets no minimum and no paid-up amount. The memorandum states the authorised capital and the classes of shares, which may have a par value in any currency or no par value, though one company cannot mix the two. Bearer shares are prohibited. A par value company can later increase its capital or change its currency by amending the memorandum (section 80).
The current IBC Act does not forbid it, apart from the regulated activities in section 5 such as banking, insurance and virtual asset services. An IBC that earns income in Seychelles must notify the Registrar within one month, file an annual return within a year and pay business tax on that income at 15% and 25%. A business run mainly in Seychelles can also be set up as a company under the Companies Act 1972.
No law requires it. The agent’s checks can be completed on documents, and the AML/CFT Act 2020 allows verification to be finished after the relationship begins where business is done without meeting the customer and the risk is managed. Board meetings may be held anywhere, by telephone or video (section 153). Banks set their own policies, and some list a site visit among the ways of proving a company’s address.
Any person may ask the FSA for a certificate of official search on an IBC, giving its name, number, previous names, incorporation date, registered office, agent, status and charges, and from 1 January 2027 its current directors. A certificate of good standing confirms the company is on the Register and up to date with the Registrar. The FSA also runs an online search of struck-off IBCs, and the government’s business search covers the Seychelles Business Register.
Planning to register a company in Seychelles? Tell us what the IBC will do and who will own it through our contact page and ask what the formation would need. You can also reach us on Telegram or WhatsApp at +48 663 247 166.