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Company Incorporation

Seychelles

BACKGROUND

Geographical Location
The Seychelles group of islands in the Indian Ocean comprises over one hundred named islands, most being situated between four and five degrees South of the equator. The largest island is Mahe. Geographic coordinates: 4 35 S, 55 40 E. Total Area 455 sq km.

Climate: tropical marine; humid; cooler season during southeast monsoon (late May to September); warmer season during northwest monsoon (March to May).

Population
The Seychelles has a population of around 79,164 (July 1999 est.) , descended primarily from French settlers, African slaves, British sailors and traders from India, China and the Middle East.

Religions: Roman Catholic 90%, Anglican 8%, other 2%.

Political Structure
Discovery of the islands is credited to the Portuguese explorer Vasco de Gama. The first French settlement was established on St. Anne Island on the 27th August 1770 and two years later this was followed by a settlement on Mahe‚ on the site of what is now the capital city, Victoria. In 1814 the Seychelles, along with Mauritius, were ceded to Great Britain under the terms of the Treaty of Paris.

It was only in 1960 that the first gradual constitutional reforms were introduced. The Seychelles had two main political parties during the 60s, the Seychelles People's Progressive Front (SPPF) and the Seychelles Democratic Party (SDP). The two parties formed a Coalition Government in 1975 with Sir James Mancham, Leader of the SDP, as President and Mr Rene, Leader of the SPPF as Prime Minister.

In 1977 Mr Rene was installed as President of the Republic. Multi-party elections took place in 1992, and Presidential elections were held later in the year with Mr Rene retaining his Presidency, heading the executive arm of Government.The legislative side of Government is headed by a National Assembly of directly elected Members, with some proportional representation. Seychelles is currently an Independent Republic within the British Commonwealth.

Infrastructure and Economy
The Seychelles economy is primarily tourism based, but the rapidly expanding financial sector, linked to the establishment of the Seychelles International Business Authority and a suite of progressive laws facilitating the establishment of offshore structures and encouraging inward investment. The Free Trade Zone is now becoming a major element in the economic development of the area and the Industrial Fisheries Section is also increasing in importance, based mainly on the issue of licences to foreign tuna fishing vessels. The Port of Victoria's Mahe‚ Quay has two deep water berths extending some 370 metres, and there is adequate space for container handling. The port is well equipped with modern cargo handling equipment and has in excess of 6,000 square metres of covering storage space. In addition to this, up to 6 large ocean-going vessels can be accommodated in the outer harbour at any one time.

An ever increasing number of International Banks and insurance companies have established either branches or subsidiaries who, together with local management, accounting and legal firms, provide clients with support equal to that of any major offshore financial centre. Other contributions to the economy come from the export of coconuts (Copra), frozen fish and cinnamon. Because of its high quality, the exporting of coconuts has increased in greatly, despite its world price being double that of competitive grades.

The Seychelles International Airport with its 2987 metres runway, and modern passenger and cargo facilities, is one of the finest in the Indian Ocean region. In addition to the National flag carrier, Air Seychelles, the airport is served by five other airlines, British Airways, Emirates Airlines, Air France, Lufthansa (Condor), Kenya Airways and Aeroflot. El-Al and Taiwan's EVA are also looking at Seychelles as a stopover destination. Regular scheduled services are to London, Paris, Frankfurt, Zurich, Rome, Madrid, Dubai, Bahrain, Nairobi, Singapore, Johannesburg, Reunion and Mauritius.

National and International telecommunications are provided by Cable and Wireless (Seychelles) Limited, part of Cable and Wireless PLC., London. The company has installed a special standard "A" earth station in Victoria and standard "D" earth stations on the other islands to give the Seychelles a state of the art telecommunications network.

Language
The official language is English. However, Creole is spoken widely and many also speak French.

Currency

Seychelles Rupee, but the Authorised Capital and Fees relating to an International Company are expressed in U.S. Dollars.

Exchange Control
Yes, but International Business Companies are exempted.

Type of Law
Based on English Common Law, French Civil Law and Customary Law.

Principal Corporate Legislation
The International Business Companies Act 1994


KEY FEATURES TABLE

General
Political Stability Good
British Based Legal System Yes
Type of Company IBC
Disclosure of Beneficial Owner No
Migration of Domicile Permitted Yes
Tax on Offshore Profits Nil
Non-English Language Names Allowed Yes

Corporate Requirements
Minimum Number of Shareholders One
Minimum Number of Directors One
Bearer Shares Allowed Yes
Corporate Directors Permitted Yes
Secretary Required No
Standard Authorised Share Capital US$5,000

Local Requirements
Registered Office/Agent Yes
Company Secretary No
Local Directors No
Local Meetings No
Government Register of Directors No
Government Register of Shareholders No

Annual Requirements
Annual Return No
Audited Accounts No

Recurring Government Costs
Annual Tax/Licence Fee US$100
Annual Return Filing Fee Nil


COMPANY FORMATION

Type of Company for International Trading
International Business Companies

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

Restrictions on Trading
Cannot trade within the Seychelles. Cannot act as a Bank or Insurance Company. Cannot provide Registered Office facilities for another Seychelles IC. Cannot solicit funds from or sell its shares to the public.

Powers of Company
A Seychelles incorporated Company has the same powers as a natural person.

Language of legislation and corporate documents
English or French. If any other language is used it must be accompanied by a translation in either English or French.

Shelf Companies available
Yes

Time Scale to Incorporate
Same Day, but allow five days for delivery of documentation.

Name Restrictions
Anything identical or similar to a Company already incorporated. Anything that implies patronage of the Seychelles, or any other, Government. "Bank", "Insurance", "Royal", "Imperial" etc.

Language of Name
The Name can be in any language, but must be accompanied by a translation. The documentation will either be in English, or it is possible to have bilingual documentation in English and Chinese.

Suffixes to denote Limited Liability
"Limited", "Corporation", "Incorporated", "Societe Anonyme", Etc. or the equivalent abbreviations.

Disclosure of Beneficial Ownership to Authorities
No


SHARE CAPITAL, TAXATION, LICENCE FEES AND COMPLIANCE MATTERS

Authorised Share Capital
Normally $5,000

Classes of Shares Permitted

  • Registered Shares
  • Bearer Shares
  • Shares of no par value
  • Preference Shares
  • Redeemable shares
  • Shares with or without voting rights

Bearer Shares Permitted
Yes

Taxation
An International Company is exempted from local taxation.

Licence Fees
Payable on the Anniversary of Incorporation:

  • For an Authorised Capital to $5,000 - $100
  • Between $5,001 and $50,000 - $300
  • OVER $50,000 - $1,000
  • For Company with a capital of less than $50,000 and with shares of no par value - $350

Financial Statement Requirements
There is no requirement to file Financial Statements, but a company must keep records to reflect its financial position.


STRUCTURE OF MANAGEMENT

DIRECTORS
Minimum number of Directors
One

COMPANY SECRETARY
Company Secretary Required
No Requirement

SHAREHOLDERS
Minimum number of Shareholders
One

 

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