How do you protect a company's assets?

Protect your most important assets

1. Establish employment agreements. Ensure that your employees are forbidden from revealing any restricted records, formulas, or intellectual property.
2. Apply for trademarks, patents & copyrights. ...
3. Secure your information. ...
4. Sign confidentiality agreements. ...
5. Incorporate your business.

Yes, provided the terms of the trust and the other country’s trust laws allow it. We would only accept the trust if it was a simple irrevocable discretionary trust holding company shares. The trust records need to be complete and accurate and we would have to review the files first. Our fees will be much higher than for a new trust because there will be considerably more work involved to ensure that we will be able to act and that we will be able to properly perform our duties as trustees.

This document does not exist for a Seychelles International Trust.

A Seychelles Trust is not renewed like a company is renewed. It simply remains in good standing so long as the conditions for a valid Trust are maintained. There are certainty of intention (it must be clear that assets were intentinoally transferred into the Trust by the settlor), certainty of assets (it must be clear what those assets are), and certainty of objects (it must be clear who the beneficiaries are or the causes that will benefit from the trust). Additionally so that we may treat a Trust as being in good standing, our fees must be paid and requests for information and updated documents must be followed.

We understand that a bank may ask. What they can have is a certificate of good standing for the corporate trustees.

Once a trust has been established the settlor is not supposed to instruct the trustees. The settlor may provide guidance through an instrument called a letter of wishes but this is not binding on the trustees. However we can be congenial trustees provided the settlor’s wishes are in accordance to the terms of the trust and are in the best interest of the beneficiaries.

Before the Trust has been established we regard the settlor as the client and we can correspond directly and actively with the settlor on any matter in order to determine the terms of the Trust.

Usually no, especially if you are an established client or you are working with a professional intermediary or introducer who already has an established relationship with us.

We will usually process most orders before receiving payment and we are happy to email documents to you before sending by post or courier. We do not officially extend credit, we do not have fomalized credit terms with our clients, but because we mostly work with professional clients we do allow for payment to be made shortly after completion of orders. We also allow our more active and established professional clients to pay on a monthly or quaterly basis which is usually more convenient for them and helps them to avoid bank charges and accounting costs. Virtually all of our professional clients settle all their invoices promptly and without any problems.

For first time clients, particularly end-user clients who are not working closely with a professional client or who were not referred to us by a well-established client, we may wait for payment (and initial Trust funds) before starting Trust registration procedures.

For a Seychelles trust only English and French names are allowed although made-up words may also be approved with an explanation.

Documents not in English or French must be translated into English or French.

No. At the very least we need to receive all information and good quality certified documents via email for us to consider this request. For new clients and those not working with a esblished professional intermediary client we also request for the initial funds to be settled. This can be a small amount of say 100 United States dollars to help ensure that a valid Trust exists at the time of registration.

Please email, Skype, call or fax us to get our trustee services prices list. For trusts that keep to our restrictions we charge a simple flat fee per annum and our fee is very competitive.

We will need the names of the settlor, beneficiaries, protectors, and their advisors. We will need the Id and proof of address documents for all parties involved. We will need details of the assets that will be settled in the trust. We also need to know the reasons for wanting to establish a Seychelles trust.

No its not necessary. Information and documents can be provided by email or fax can the originals and hardcopies can follow by post or courier. We do like to meet with clients so you are welcome to visit to setup up a Trust.

Yes you can because we are licenced and regulated by the Seychelles International Business Authority. In Seychelles the business of corporate services providers and the provision of trustees is highly regulated and the authority does not tolerate any illegal and unethical behaviour. An aggrieved client (beneficiaries and protectors in the case of a Trust) can easily file a compliant with the authority who would then investigate us. For serious wrongdoings, the authority has the power to suspend or to cancel our licence which would put us out of business. We would not put our business at risk by doing anything illegal or unethical.

Even for relatively minor issues the protectors and co-trustees will be able to change to another resident trustee in Seychelles or they may even transfer the trust to another truste in another country. You could also appoint an intermediary you know and trust such as your lawyers or accountants overseas (not in Seychelles) to co-manage the Trust as a co-trustees.

A proof of address is any document issued by an independent body, in original form or certified as a true copy of the original, that shows the name of the person or entity we will be dealing with and the address of that person or entity.

When a copy is provided it must be a good quality copy. The person certifying the copy should then sign the certification and add their full name, title, address and the date that they certified the documents. The certifier must have seen the original document. The copy and certification must be done by one the following persons (in order of preference):

A notary public
A consular or embassy official from your consulate or embassy
A police officer
A Commissioner of Oaths
A Justice of the Peace
A Mayor / Maire (but not the deputy)
A member of staff at a major international bank (with the bank’s stamp)
A qualified lawyer or solicitor who is subjected to anti-money laundering regulations in a regulated jurisdiction and who can state a bar number
A qualified accountant or auditor who is subjected to anti-money laundering regulations in a regulated jurisdiction and who can state an international association membership reference

We can also accept certification and verification from a registered professional intermediary client who is also a regulated person. A regulated person is someone or an entity who is subjected to anti-money laundering regulations and who is reporting entity under such regulations. Also, if you are in Seychelles we can make a copy of the documents when you are in our offices and we can then certify the copies.

We usually accept the following documents (in order of preference):

A utility service bill (gas, electricity, water, land-line telephone, but NOT mobile phone)
A statement from a major bank or building society
A credit card statement from VISA, MasterCard, American Express or Diners
A certified photocopy of your Drivers License, which should clearly show your name and principal residential address. If you send a certified copy, please copy the front and back of the document
A letter from a Consular Official, or higher, from your Embassy or High Commission. This letter must bear the official stamp or seal and show the official’s name and signature
A government-issued National Identity card

Any individual person of any age, and any organization whether incorporated or not can be a beneficiary. Associations and charities can be beneficiaries. Even a pet can be a beneficiary. A cause or an activity could also be a beneficiary.

The resident trustee must be a licenced corporate trustee in Seychelles. The resident trustee is a full trutee and has all the duties and responsibilities of a trustee but it also represents the trust in Seychelles and also acts as an intermediary between the rest of the trust and the authorities in Seychelles.

Yes but the sole settlor cannot also be the sole trustee. In general it is not recommended for a settlor be a trustee. Even if there are other trustees, a settlor acting as a trustee can introduce doubt that the assets are really under control of the settlor-trustee and that the Trust is a sham.

Yes but a sole settlor should not also be the sole beneficiary.

The trustees can, plus anyone they authorize including bank signatories. Trustees can appoint agents and delegate some work to other persons. Generally the trustees are expected to sign on behalf of a Trust.

No but we ask that it should at least be 1 unit of an internationally recognized currency. Many settlors pay 100 United States dollars to us before we register the trust to ensure a valid Trust exists at the time of registration. The rest of the assets can then be transfer some time after.

Technically all types of assets can be transferred into a trust but because of the limitations we face in Seychelles we can only accept company shares and cash held in bank accounts.

Other assets such as boats, real-estate or jewelry must be owned by a company owned by the trust but we may require accounts from the company from time to time.

No but because we need to be able to operate bank accounts we much prefer to work with banks that we are familiar with.

No, a Trust does not need to file accounts. No authority will ask and no authority will accept either. There is no facility for the public filing of Trust accounts.

No not in Seychelles. Trust income derived from a source not in Seychelles is totally exempt.

A Seychelles trust cannot continue for more than 100 years. It will automatically end when it reaches this age but a new trust could be settled to receive the assets for the same beneficiaries.

In the Act and in the written trust instruments this is referred to as the “proper law”. The proper law can be the laws of any jurisdiction but particularly for the Trusts we are involved with in Seychelles, it is Seychelles law.

Privacy – Trusts may be created purely for privacy. For example the terms of a will are public but the terms of a trust are not. Also very popular is to have a Trust as the ultimate holding arrangement in a corporate structure instead of nominees and bearer shares because as well as providing increased privacy the assets are more secure with a trustee than with a simple nominee. Trusts are generally seen as being more respectable than bearer shares and in any case bearer shares are no longer allowed in Seychelles following the amendments of the 16th December 2013.

Spendthrift Protection – Trusts may be used to protect beneficiaries (for example your children even after they become adults) against their own inability to handle money.

Estate Planning – Trusts can be used instead of wills to administer a deceased’s estate.

Charities – In some common law jurisdictions all charities must take the form of trusts.

Unit Trusts – The trust has proved to be such a flexible concept that it has proved capable of working as an investment vehicle: the unit trust.

Pension Plans – Pension plans are often set up as a trust, with the employer as settlor, and the employees and their dependents as beneficiaries.

Remuneration Trusts – These are trusts for the benefit of directors and employees or companies or their families or dependents.

“Asset Protection” – The idea is for a person or a business to be completely separated from certain assets, with the intention that future creditors will not be able to attack those assets.

Tax Planning – Trusts are used for legal tax reduction or avoidance. The tax consequences of a transaction routed through a trust are usually different from the tax consequences of another route. In some cases, the tax consequences of using the trust are better than the alternatives.

Co-ownership – Ownership of property by more than one person can be arranged as a trust. For example ownership of the family home can have both partners as beneficiaries , with one, or both, owning the legal title as trustee.

Yes. A Seychelles International Trust is recognized as being a charitable trust if the main object or purpose is the relief of poverty, the advancement of education, the advancement of religion or any other purpose beneficial to the public in general.

As we have not registered a charitable Trust in Seychelles yet we would have to get out legal advisors to draft a new deed which could some time. It would be helpful if you are able to provide a proposed trust deed.

Provided that the terms of the trust allow existing trustees to transfer (prompted by a letter of wishes from the settlors or request from the protectors) and provided that the trust is simple and holds only company shares and funds in bank accounts we may consider it.

The transfer procedure is not simple however and can take quite some time. We will need to know everything about the trust first. We will want to inspect the files for which we would happily work under a non-disclosure agreement so that if we do not ultimately accept, confidentiality will be preserved. Because of the extra work involved our fees would be much higher than for establishing a new trust.

Please email, fax, skype or call us for our fees. Our fees are very competitive, provided that a Trust will be relatively simple and will only own and invest in company shares and cash in a bank account. Our annual fees include keeping all records and preparing or approving statements as required.

We can provide a basic template but a letter of wishes must come from the settlor. The letter must express wishes of the settlor and must not instruct and it is helpful if the letter recognizes that the letter is not binding on the trustees.

We much prefer payment via bank wire transfer (SWIFT, IBAN, online payments) and most of clients pay by this method. We can receive payments in United States dollars, Euros, Hong Kong dollars, British Pounds and Singapore dollars. Other curriences are also allowed but they will be converted to one of the above currencies by our banks.

We can also accept credit card payments from VISA and Mastercard holders. We provide a special credit card authorization form for this purpose which you can fax to us. You may also send money straight to one of our bank accounts via international money order services like MoneyGram or Western Union but we only recommend this if you absolutely cannot pay by bank transfer or credit card because bank charges are very high.

If you are in Seychelles we may accept small amounts of cash (less than 2000 United States dollars) which we would bank straight away and while you are still in Seychelles. Bank notes must be of very good quality because Seychelles banks are very strict. The banks would only accept bank notes for the major international currencies.

We do not accept e-money from services like Paypal and WebMoney.

We can usually do it within 1 or 2 hours.

The most time consuming part is the pre-establishment phase because we need to gather information about the all the parties of the trust, the assets, and the objects of the trust. Everything must be very clear before we can establish the trust. It will depend on how quickly the settlor and representatives can provide required documents and information. Once this is done we can register the trust with the Seychelles International Business Authority. This usually takes one day only. We can then scan and email all the documents before sending by courier.

No. Our trust order form is quite short and simple. Our order form simply helps to ensure that all essential information and documents are not overlooked.

Please note that if you are sending us your very first order you will have to register with us as a client first and this normally involves agreeing to our terms of business and attaching your certified proof of identity (Id) and proof of address (usually a utility bill less than 3 months old).

If you are registering as an intermediary client we will require your qualifications and proof of your intermediary status but this will bring you some important advantages. When you have registered as an intermediary client we will in some cases be able to rely on your due diligence to simplify and streamline your subsequent end-user client orders.

A trust can be established by oral declaration, by will or codicil but it is more common to establish a Trust by a written instrument (trust deed or declaration of trust).

For the trust to be enforceable in Seychelles, it must be registered with the Seychelles International Business Authority. To register we must file a declaration of trustees and pay the authority a one-time only fee of USD 100. The Trust Deed is not filed with the Authority on registration of the Trust and the names and addresses of the settlor, beneficiaires, protectors and other trustees are also not disclosed.

They will get limited information and documents publicly filed but they will not easily be able to get the information and documents filed with the Registered Agent.

From a search at the Registry, assuming they already know the name of the foundation, they will be able find out the registration number, the intial assets settled into the foundation, the registered agent’s name and address, the registered office of the foundation, the last annual licence fee that was paid, the next annual licence fee to be paid and the status of the foundation (whether in good standing, struck off or dissolved etc). They would also be able to get a copy of the certificate of incorporation, the charter and any other documents filed publicly. The would see the name the address of the original founder as stated on the charter.

Normally they would not see the names and addresses of the subsequent founders, and the names and addresses of the beneficiaries, councillors, protectors and supervisory persons because our standard is very small and includes the minimum information. We also only usually file extracts of resolutions which do not show such details and also, the registers are not filed.

Particulars of the founders, councillors, protectors, supervisory persons and beneficiaries are only held privately by us the Registered Agent. We keep the registers ourselves and we do not file them with any authority. Furthermore we are not allowed to provide any information to any third party, the law prohibits us. In most cases we would totally ignore any request and we would inform you of the request.

There is one exception. If a request is made by our financial investigations unit we are required to provide all information they require but they are also obligated to maintain confidentiality. Only the Seychelles Courts can release private information into the public domain, during legal proceedings.

As proof of identity we can accept a certified copy of your passport or National identity card. We do not recommend sending the originals to us so as to avoid risk of loss of such important documents. Certified copies are sufficient.

The certifier must use the following or equivalent text “Having seen the individual and identification document at the same time, I certify this is a true copy and the photograph is a reasonable likeness.”

We need a good quality copy, preferably a colour copy showing the passport photo, the signature, the issue date and the expiry date. The person certifying the copy should then sign the certification and add their full name, title, address and the date that they certified the documents. The certifier must actually have seen the original document. The copy and certification must be done by one the following persons (in order of preference):

A notary public
A consular or embassy official from your consulate or embassy
A police officer
A Commissioner of Oaths
A Justice of the Peace A Mayor / Maire (but not the deputy)
A member of staff at a major international bank (with the bank’s stamp)
A qualified lawyer or solicitor who is subjected to anti-money laundering regulations in a regulated jurisdiction and who can state a bar number
A qualified accountant or auditor who is subjected to anti-money laundering regulations in a regulated jurisdiction and who can state an international association membership reference

We can also accept certification and verification from a registered professional intermediary client who is also a regulated person. A regulated person is someone or an entity who is subjected to anti-money laundering regulations and who is reporting entity under such regulations. Also, if you are in Seychelles we can make a copy of the documents when you are in our offices and we can then certify the copies.

Any individual person over 18 years old or any corporate body from anywhere in the world of any nationality or domicile can be a protector.

Seychelles residents or Seychelles domiciled corporate bodies must be “approved persons” working for a licenced corporate Trustee or wholy-owned by a licenced corporate trustee. There are no such restrictions on non-residents.

A protector must be a trusted person who will veto the actions of the trustees if it is in the best interest of the beneficiares to do so.

Yes but the sole trustee should not also be the sole beneficiary. It is generally not recommended that the settlor be the sole beneficiary.

In Seychelles only a licenced corporate trustee or an approved employee of a licenced corporate trustee. In all cases, the licenced corporate trustee would be required to act as the resident trustee and the employee can be appointed as an additional trustee.

Outside of Seychelles any individual person over 18 years old can be appointed. Any corporate entity such a company, corporation or foundation can also be appointed.

A settlor whether the settlor is an individual person or a corporate entity can be a trustee but this arrangement is generally not recommended because it can often give the impression that the settlor is still in full control of the assets.

A Seychelles trust is required to have a licenced corporate trustee as the “resident trustee”. Additional trustees whether residing in Seychelles or in other countries is optional.

Yes but protector should have limited involvement in the day to day management of the Trust. For example the protector’s powers should be limited to vetoing trustee actions.

The Trust Act defines settlors and beneficiaries and it defines the duties, appointment and removal of trustees, co-trustees and the resident trustee.

Supervisory persons or “protectors” is a well-known and recognized concept although it is not defined in the Act. Special provision must be made for such persons in the Trust Deed.

It will depend on the exact details of the trust, please consult your estate planners and other professional advisors and planners. For a validly constituted irrevocable discretionary trust that has been properly managed and which has no settlor involvement whatsoever it is usually not easy for creditors to “claw back” assets, i.e. to force the trustees to return the assets to the settlor.

Technically anyone can because the banks do have any special requirements and the law and our Trust deed are also silent on the matter. However we strongly recommend against having a settlor or a beneficiary or their agents as a bank signatory and we may not accept a Trust if such an arrangement is specified.

The trustees are expected to be the bank signatories and the protectors could also be appointed as joint-signatories together with the trustees. This is because the trustees and to a lesser extent the protectors are the only parties who should have control. Bank signatories have control of trust assets, namely the cash funds.

Yes the trustees must keep complete and accurate books of accounts and other records. If there are co-trustees we as the resident trustee would regularly need documents and information relating to their activities to ensure that our records of the Trust is complete and accurate as well.

No not in Seychelles. Trust income derived from a source not in Seychelles is totally exempt.

A Seychelles International Trust is only allowed to own shares of Seychelles International Business Companies (IBCs) but note that a Seychelles IBC cannot have an interest in immoveable property (land, buildings) in Seychelles. So a trust can only invest in Seychelles via a Seychelles IBC that does not have interests in immoveable property in Seychelles. For Seychelles property investments, provided that the settlor will not become domiciled in Seychelles, a Seychelles trust can own the shares of companies registered in other countries (like Belize IBCs) that in turn own a domestic company that in turn owns Eden Island properties, or other local properties where government sanction has been granted.

Yes it does. A rule of forced heirship  is any rule of law in a jurisdiction other than Seychelles which in order to protect or give effect to the rights of any person or class of persons to inherit, succeed or to share in the settlor’s property on the settlor’s death, removes the settlor’s right to deal with the property as he wishes.

Section 10(2) of the Act says: “neither the trust nor the transfer or disposition shall be invalidated by any foreign rule of forced heirship, or by reason of the fact that the concept of trust is unknown to or not admitted by the law of a jurisdiction other than Seychelles;”

A Seychelles International Trust is registered under the Seychelles International Trusts Act 1994 as amended by a non-resident settlor. The settlor cannot at any time be a resident in Seychelles but residency is actually equated with domicile. The settlor can reside in Seychelles for a period of time provided that he does not become domiciled in Seychelles.

A Seychelles Trust requires a resident trustee which must be a corporate trustee licenced by the Seychelles International Business Authority.

Additionally if any of the beneficiaries are Seychelles nationals their names must be disclosed to the Seychelles International Business Authority.

Another restriction is that the Trust cannot own immoveable property in Seychelles. In relation to Seychelles assets it can only own Seychelles IBC shares and maintain cash in a Seychelles bank account.

A trust is a private legal arrangement that results from a formal transfer of assets (which might include property, shares or cash) to someone else (in practice usually not just one person but a small group of people or a trust company) for them to look after and to manage so as to benefit a third person or group of people.

The person (which can be a natural person or an legal entity) who transfers ownership in the assets is called the Settlor but he can also be called the Grantor or Creator. The who people who look after the assets and manage them are called the trustees. The people who will benefit from the arrangement are called the beneficiaries. The trustees are the “legal owners” of the assets and the beneficiaries are the “beneficial owners” of the assets (or rather they may have an interest in the trust assets). The concept comes from English Common Law which recognizes the separation of legal ownership and beneficial ownership.

A trust is not a separate legal entity like a company. A Trust cannot own assets in its own name, the trustees legally own the assets. Some people associate it more with contracts than with legal persons but it is also not a contract.

We do not accept clients who are resident or domiciled in countries found on the FATF Call For Action List or who are in the FATF Jurisdictions Under Increased Monitoring list. We also do not accept IBCs that will somehow be linked to those countries e.g. will own assets in those countries or do business with persons in those countries. The current list can be accessed from https://www.fatf-gafi.org

Yes you can, provided that the Trust Deed or laws of the existing country allow you to transfer the Trust to a Seychelles Trustee.

We will carry out due diligence checks on the existing Trust and its trustees, settlor(s), beneficiaries, protectors and other connected parties.

You can. We will need a resolution signed by the directors. To get started, send us the new name to approve and we will prepare all the required documents.

You could simply stop paying the annual fees. Then we will not pay the annual licence fee to government and eventually, usually within some months, the IBC will be struck off the register. One year after strike, off it will be deemed to have been dissolved. We refer to this as “letting the IBC lapse into dissolution”.

You could also voluntarily wind up (dissolve) the IBC. This is not a straightforward process, but we can guide your through it. This the most robust close down option but also the costliest one.

Another option is to notify the registry that the IBC has ceased to trade or operate and will not resume any activity, which may prompt the Registrar to strike off the IBC. Yet another option is for us to resign as registered agent, and the IBC would be struck off within 3 months for not having a registered agent.

If our annual renewal fees are not paid we will not be able to pay the annual government fees. If the annual government fees are not paid the IBC will not remain in good standing and will eventually be struck off the register. One year after strike off it will be deemed to have been dissolved. Once struck off the assets held by the IBC may be deemed to be vested in the state i.e. assets of Seychelles. A more immediate consequence is that you would not able to get a certificate of good standing to give to your bankers and other business partners.

Struck off IBCs can be restored, and on restoration an IBC is deemed to never have been struck off, so apart from restoration fees and penalties there are no lasting implications if you inadvertently let an IBC be struck off. You can recover from the error but the FSA will inspect the file beforehand, to ensure compliance with the law.

For a Seychelles IBC the annual fees are due on the anniversary of its incorporation. If an IBC was incorporated on the 4th January 2023 the annual fees would be due each year on the 4^th of January. We would need to pay the annual government fees by the 4^th of January each year to avoid any late payment penalties.

If not paid on time, the IBC would incur penalties of 10% on the 5th January, to a 50% penalty 90 days later.

To help you to renew on time and to avoid penalties we send a first reminder by way of a renewal proforma invoice between 60 and 90 days before the due date. We then send renewal reminders on a monthly basis for the IBC thereafter so that you do not have to keep track – you can just act on our reminders.

Please contact us by email, WhatsApp or SMS, or call us for our price list. Our annual fees are competitive and include government charges of USD 150.50 per annum, and our registered agent and registered office fees.

Once an order has been fulfilled, we generally we do not accept returns and we do not give refunds, except for our 180 day satisfaction guarantee. In case of errors in documents we produced or procured, or loss of documents in shipment, we would offer to provide a replacement at our cost. We would of course return advanced payments if an order is cancelled before we have started any work.

We will process most orders before receiving payment so as not to cause delays, but we will wait for payment before despatching documents by email or post or courier. We do not extend credit, but we can allow established clients to pay after document despatch. We also have special arrangements for active professional intermediaries.

We are flexible but we prefer payment via bank wire transfer (SWIFT, IBAN, online payments) and most of our clients pay by this method. We can receive payments in United States dollars, Euros, British Pounds, Singapore dollars, and Seychelles Rupees. Other currencies are also allowed but they will be converted to one of the above currencies by our banks.

We can also accept credit card payments from VISA and Mastercard holders. You may also send money straight to one of our bank accounts via international money order services like MoneyGram or Western Union but we only recommend this if you absolutely cannot pay by bank transfer or credit card because bank charges are very high.

If you are in Seychelles we may accept, and bank small amounts of cash denominated in major international currencies or in Seychelles Rupees (value less than USD 2000). Bank notes must be of very good quality so as to be acceptable to Seychelles banks.

Yes we can because Seychelles is a party to the Hague Convention of 1961. Original documents bearing the signature and/or seal of a public official (such as that of the Registrar on a certificate of incorporation) can be apostilled without prior certifications or authentications. Other documents and all copies require notarization or other certification or authentication before they can be apostilled. In Seychelles apostilles are affixed by the Registrar of the Supreme Court, and the process is usually very quick and not expensive.

You will in some circumstances but not all. Some banks, government bodies and private individuals or businesses in transactions overseas (not in Seychelles) may ask for apostilled documents.

An apostille is an internationally recognized form of authentication. It is an international certification comparable to a notarisation in domestic law. The sole function of the apostille is to identity any stamp or seal affixed to an official document, to certify the authenticity of the signature on the document, and the capacity in which the person signing the document acted.

Under the Hague Convention, participating countries have agreed to recognize public documents issued by other signatory countries if those public documents are authenticated by the apostille. The apostille guarantees that public documents issued in one signatory country will be recognized as valid in another signatory country.

The persons registered as directors and shareholders (the persons appearing on the registers) may not in fact be the persons who ultimately control an IBC and who benefit from the successes of the IBC. They may be professional directors and nominee shareholders. Directors (and Professional directors) can be removed by shareholders who are controlled by ultimate beneficial owners.

Normally when professional directors and nominee shareholders are appointed, agreements called directorship service agreements and nominee shareholder agreements are signed by these persons and the ultimate beneficial owners. Because of these agreements the professional directors and nominee shareholders will not be able to appoint new directors or sell shares without the prior approval of the ultimate beneficial owners, and we would not process the changes without the written consent of the ultimate beneficial owners.

The Beneficial Ownership Act 2020 also requires that beneficial owners sign a declaration, in prescribed form, to confirm that they are the beneficial owner, and based on this, their names are entered into a Beneficial Owners register. The contents of the register are uploaded into a centralized government database (not public). The declarations and register can also be used as proof.

No, you will have be given signatory rights e.g. be appointed as a bank account signatory, or as attorney under a power of attorney, or as the company secretary etc.

For nominee shareholdings we may provide a nominee shareholder agreement which includes the undertakings found in a declaration of trust, where the nominee shareholder declares that the shares and the benefits and rights attached to them actually belong to you, and that the nominee will not do anything without your written instructions. As the registered agent we will respect and follow such an agreement or a declaration of trust. The terms of business that you have with us also serves to protect your interests in your relationship with us.

For professional directorship appointments (also commonly called “nominee” directorships) we provide a director service agreement which includes similar undertakings as those in declaration of trust or in nominee shareholder agreement.

Yes you can. We have some templates which you can amend to suit your needs. The declaration of trust can then be signed by the nominee shareholder to confirm that the beneficial owner is the real owner of the shares.

The declaration also states that the nominee shareholder cannot transfer or dispose of the shares unless the beneficial owner provides written instructions. It also makes it clear that all benefits and rights belong to the beneficial owner.

A shareholder is someone who is listed as the owner of shares in the company’s share register. The holders of the shares, i.e. the legal owners of the shares, are also expected to be the beneficial owners of the shares i.e. the people who receive dividends and other benefits from the shares, and who ultimately control the company based on their rights to appoint or remove directors, or approve changes to the company’s constitutional documents.

However, it is possible to separate legal ownership from beneficial ownership so that the official holder of the shares do not actually benefit from the shares. Someone else called the “beneficial owner” ultimately receives the dividends and has control through the nominee shareholder.

The nominee shareholder is appointed by the beneficial owner and is required by prior agreement to act in accordance with the beneficial owners instructions and wishes. A written agreement is usually signed by both parties to protect the beneficial owner, to ensure that the nominee follows the beneficial owner’s instructions at all times.

Effectively the nominee shareholder works for the beneficial owner and performs the shareholder duties and exercises the shareholder rights for the beneficial owner. A nominee shareholder can save the beneficial owner some time from such activities, and also serves to protect the beneficial owner’s privacy.

Yes we can. We have short listed approved individuals who may provide this service. We can also provide a corporate nominee shareholder. A Seychelles nominee shareholder will sign an agreement to act on your instructions only and to not benefit from the shares of your company.

You can also appoint your own overseas nominee, perhaps your lawyer, accountant or other professional intermediary, or a good friend or trusted family member.

Shares can only be issued in registered form. Bearer shares are not allowed. The share register must record all particulars of a shareholder (the name, the address, amounts transferred to and from the shareholder, and the balance held). We can prepare and maintain it for you.

Shares can be issued as shares with a par value or shares without a par value. With par value shares, shares cannot be issued for less than par value. With no par value shares, the value is at the discretion of the directors.

Shares are normally issued as ordinary shares where each share has one vote and receives dividends. Other classes of shares can also be issued with different rights. A company can issue multiple class shares i.e. A shares, B shares, C shares etc each with different numbers of votes per share and other rights. Dual share class structures like Google or Berkshire Hathaway that concentrates control are possible.

The Seychelles IBC can also issue shares limited by guarantee so that the shareholder does not immediately have to pay up for shares.

The share capital of a Seychelles IBC may be denominated in any currency.

The most popular currency for IBC share capital is the United States Dollar (US Dollar), possibly because the government fee is charged in US Dollars. The US dollar is the defacto currency in international trade such that many IBCs and other offshore companies operate in US dollars. The Euro is also a popular currency but there is nothing stopping you from having British Pounds, Swiss Francs, Chinese Yuans, or the Singapore dollar as your functional currency and as your share capital currency.

Anyone can be a shareholder, there is no age requirement. Someone younger than 18 years can be a shareholder, but shareholder proceedings may require the involvement of their legal guardian or even the Courts.

Also, any corporate entity from any acceptable country, including Seychelles, can be a shareholder of a Seychelles IBC. This includes Seychelles Foundations. A Seychelles trust can also own shares of a Seychelles IBC. Seychelles Trusts and Seychelles Foundations provide interesting holding arrangements for Seychelles IBCs.

Yes, corporate shareholders are allowed. Any company, Foundation or Limited Liability Partnership from any acceptable country can be a shareholder of a Seychelles IBC. Another Seychelles IBC or a Seychelles foundation can also be a shareholder of a Seychelles IBC.

Yes, it can. However an IBC cannot trade or operate without having at least one director. Any person trading in the name of an IBC while it has no directors may be liable personally for the transactions he or she executes. Or he or she may be deemed to be a director of the IBC. An IBC should take steps to appoint a director as soon as possible.

You can save on time. The directors manage the company. Instead of directing the company yourself you can find someone suitable so that you can have more time to do other important things.

A professional director can monitor more closely. You might not be able to run your business from afar and a professional director closer to the activities can help.

A professional director can bring expertise. Some businesses are specialised and require special skills and knowhow, and a professional director with the required experience and can be the solution.

You can have some added privacy. Sometimes people think the business is owned by the directors because the directors are the most visible persons in the business. They are the ones who sign contracts and other agreements, and who execute transactions. They open bank accounts, sign cheques, promote the company and answer questions.

Any individual person over 18 years old may be appointed. The person must not have been declared bankrupt, must not have been convicted of a crime or must not have been disqualified to act as a director in some other way. It is generally recommended that someone with a good clean record is appointed because a director’s past is likely to be scrutinized at some point particularly if a bank account will be required. Most banks will reject an application if a person with a colourful past is involved.

As an alternative to individual persons, any corporate entity from anywhere in the world may be appointed. The corporate entity must be in good standing on its register.

A person (whether an individual or a corporation) who is competent and who is responsible should normally be appointed. Directors are responsible for the affairs of the company and owe duty of care to the company.

The management and control of the company may be placed in the country where the directors reside. This may have important implications in legal proceedings and in taxation matters.

Yes, corporate directors are allowed. A corporate entity from most other countries can be used without restriction but the corporate entity must still be on the register of companies wherever it is registered, and it should be kept in good standing. Its objects must also allow it to act.

Yes it can. And the director and shareholder can be the same person or corporate entity. You can be the sole director and the sole shareholder of your IBC.

No. The International Business Companies Act 2016 (as amended) does not require the appointment of a company secretary. It is totally optional.

It is common for overseas intermediaries to offer the service and in practice intermediaries often act as company secretaries and keep documents including accounting documents. It can be convenient for the end user clients for the company secretary to be closer to them.

As the registered agent we often also fulfil some of the company secretarial duties but we are not the Company Secretary. We are happy to prepare most statutory resolutions and other simple documents for free and we are happy to help the overseas company secretary out if one is appointed.

Yes Seychelles law recognises digital signatures, and specifically recognises the service provided by Docusign.

Normally signatory rights are defined in the company’s constitutional documents, the memorandum and articles. Normally the directors sign but it is possible for shareholders to be given some signatory rights particularly for large value transactions, changes in the constitution of the company and in other very important company matters.

Anyone can also be appointed as a signatory to bank accounts – bank signatories do not have to be directors or shareholders. A power of attorney can also give a person who is not a director powers to sign for the company.

We prefer to call them a “professional” account signatory. The approved persons who provide professional directorship and who provide nominee shareholder services would usually be happy to be a bank account signatory but while they would be accommodating, they may query a transaction and ask for more information before executing it. If they are uncomfortable, they may well refuse to act and they may resign. A professional account signatory will not knowingly participate in fraudulent transactions and other illegal activities and there are severe punishments under our anti-money laundering and anti-terrorism regulations.

Anyone you choose can be a bank account signatory. It can be a professional director, a nominee shareholder, a trusted friend or family member, yourself of course or one of our team.

A bank account signatory is someone who “signs” on an account i.e. approves a transaction and is basically someone who can transfer money from an account or sign cheques. It must be someone who is responsible and who can be trusted. A signatory may act alone (a sole signatory – someone who you trust absolutely) or a signatory may only act together with other persons (joint signatory – for when more control is required). You will usually be able to have different groups of signatories. A common arrangement is to have one group of sole signatories and another group of joint signatories so that your business can continue as normal even when key people are away. You may even have two groups of joint signatories with one joint signatory required from each group so that they control each other.

Directors are generally expected to be bank account signatories, and professional directors are usually expected to at least be a joint signatory but this is not a requirement. When directors are active bank signatories it will help show their effective management and control.

Section 11(3) of the International Business Companies Act says “No company shall be incorporated under this Act under a name that –

(a) is identical with that of statutory corporation or that under which a company in existence is already incorporated under this 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;

(b) contains the words “Assurance”, “Bank”, “Building Society”, “Chamber of Commerce”, “Chartered”, “Cooperative”, “Imperial”. “Insurance”, “Municipal”, “Trust”, “Foundation”, or 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

(c) is indecent, offensive or, in the opinion of the Registrar is otherwise objectionable or misleading.

The FSA maintains a non-exhaustive list of words which we can provide to you upon request.

An IBC can be incorporated with a non-English or with a non-French name provided that a certified translation of the name is submitted together with the name request.

Name applications can usually be processed within 1 hour.

The registry does experience some very busy periods when it can take 2 or 3 hours, but this is not the norm. Do note that it is up to the Registry to approve or reject names. They can also ask for more information about made up words, acronyms and foreign language sounding words (those not in English or French), which can slow down the name application process because we would have to ask you for more information.

If it is critically important that a company is available within a limited time frame, a ready-made company may be the smarter option.

No. Our forms are quite short and simple and are usually not more than 2 or 3 pages long. We can assist with form filing and guide you through the process.

At the very least we must receive all documents and information required for client registration via email in a high-quality format, preferably in colour, to be able to release your new company documents to you.

Our regulations strictly require that we complete client registration procedures before we fulfil your orders. During client registration we must come to “know our client” (KYC) to ensure that any proposed business or activity will be in accordance to the laws of Seychelles and to help ensure that once the IBC is operational it will remain compliant. Depending on the circumstances, simplified due diligence measures may be applied to long-standing clients, affiliates or other contacts with a good track record, which can help reduce order processing time.

In most cases, to complete your orders very quickly we will begin to process your order soon after you choose us.

When time is very limited a ready-made shelf company may help you meet your deadline. The documents can be despatched immediately after receiving all documents and information for client registration.

We can usually register a new IBC within 24 to 48 hours, particularly if we have all information and documents to complete the due diligence process quickly. It helps if the required company will have standard features only (no special customizations to the documents) and with an ordinary name in English or French language. We do process everything on an urgency basis, but we may on special request follow up on an order more closely with the Registry and other third parties.

Slow-downs at the Registry are possible but are rare. Also if you require authentication of documents (notarization, apostille etc) it will take a little longer to have the documents ready.

On receiving the certificate of incorporation and the registered Memorandum and Articles, we can scan and email high quality PDF documents back to you. Courier to most places thereafter takes 3 or 4 days.

Scroll up to see our current offer or please click on the Get A Quote button, or email or message us. Our prices are competitive, and we charge a simple flat fee that includes the government annual fees. Currently the Seychelles government fee for incorporation is United States dollars 140. The annual government fee for subsequent years is USD 150.50.

We are licenced and regulated by the Seychelles Financial Services Authority (FSA). In Seychelles the business of corporate and trustee services providers is highly regulated. An aggrieved client can file a complaint with the authority. For serious wrongdoings, the authority has the power to suspend or to revoke a licence.

For relatively minor issues you will be able to change to another agent. You could also appoint an intermediary you know and trust such as your lawyers or accountants overseas (not in Seychelles) to manage your company. A registered agent is entitled to information about IBCs, not to control them. It should be noted that the law strongly obligates a registered agent to protect any information received.

As a licenced corporate service provider and trustee in Seychelles we are bound by certain laws and regulations. These regulations require that we know our clients through a process called “due diligence”. This process requires that we collect certain documents to verify the identities and addresses of the persons we deal with when forming and administering companies, trusts, foundations, and other entities.

We must also ask for other information about you and your proposed activities to be able to build a profile that will enable us to ensure that you will be acting in accordance with Seychelles laws and regulations. This profile may also help us notice unauthorized activities, i.e. activities that you have not approved in the event that a third party such as an overseas intermediary or other connected person does not follow the instructions that you have set out.

Please note that all such information is only filed privately in our records. The documents and information are not filed publicly, and the law provides for confidentiality – we are obligated to preserve confidentiality and to keep the documents and information private. Only the courts may place the documents and information in the public domain. Government bodies such as the Financial Intelligence Unit (FIU), the Financial Crimes Investigations Unit (FCIU), the Seychelles Revenue Commission and the FSA have the power to demand documents during an investigation (before legal proceedings) but they are also required to preserve confidentiality.

A proof of address is any document issued by an independent body, in original form or certified as a true copy of the original, that shows the name of the person or entity we will be dealing with and the address of that person or entity.

When a copy is provided it must be a good quality copy. The person certifying the copy should then sign the certification and add their full name, title, address and the date that they certified the documents. The certifier must have seen the original document. The copy and certification must be done by one the following persons (in order of preference):

• A notary public
• A consular or embassy official from your consulate or embassy
• A police officer
• A Commissioner of Oaths
• A Justice of the Peace
• A Mayor / Maire (but not the deputy)
• A member of staff at a major international bank (with the bank”s stamp)
• A qualified lawyer or solicitor who is subjected to anti-money laundering regulations in a regulated jurisdiction and who can state a bar number
• A qualified accountant or auditor who is subjected to anti-money laundering regulations in a regulated jurisdiction and who can state an international association membership reference
• We can also accept certification and verification of end user client documents from a registered professional intermediary, who is also a regulated person. A regulated person is someone or an entity who is subjected to anti-money laundering regulations and who is reporting entity under such regulations. Also, if you are in Seychelles we can make a copy of the documents when you are in our offices and we can then certify the copies.

We usually accept the following documents (in order of preference):

• A utility service bill (gas, electricity, water, land-line telephone, but NOT mobile phone)
• A statement from a major bank or building society
• A credit card statement from VISA, MasterCard, American Express or Diners
• A certified photocopy of your Drivers License, which should clearly show your name and principal residential address. If you send a certified copy, please copy the front and back of the document
• A letter from a Consular Official, or higher, from your Embassy or High Commission. This letter must bear the official stamp or seal and show the official’s name and signature
• A government-issued National Identity card

Our order form lists everything we need, and we can email or message a copy to you. Our order form ensures that you will easily cover all our requirements, step-by-step.

Basically we will need a name for your IBC, an amount and currency for the authorized share capital, the names and addresses of the directors (unless you want us to introduce you to professional Seychelles directors), the names, addresses, and number of shares for each shareholder, the names and addresses of the beneficial owners (if different from the shareholders), the specific proposed activities of the IBC (even if the IBC will have the most general objects in its Memorandum), the countries where the IBC will have some activity, and the source of funds to form the IBC and to make it work.

Depending on the specific activities and other special requirements we may ask for more information to be ascertain that your proposed activities are legal in Seychelles and for us to know whether we will be able to serve you well.

We need enough information about the specific business and activities that the IBC will undertake to be able to provide guidance as to whether it is legal or not, and whether it is allowed or not under Seychelles law and regulations. For most IBCs a short statement comprising of three or four phrases would usually be sufficient to start with.

We also need to know about the countries and regions where the IBC will operate to ensure that sanctioned countries or countries that are viewed as high risk by us and the Seychelles authorities are not or will not be part of your business. We also ask for a short statement about the source of funds to setup an IBC and to make it work.

A typical statement may be “The company will be engaged in trading activities and will also provide consultancy services in the mining and industrial equipment sectors. The targeted countries will be Ghana, South Africa, UK and Australia. The source of funds will be the personal savings of the principal shareholder” but the more information you can provide the better our assessment can be.

No because Seychelles residents are legally able to own and operate a Seychelles IBC. Seychelles also has a source-based (territorial) tax system meaning that Seychelles residents are only taxed on their locally sourced income.

Yes, if an IBC is a covered company i.e covered by substance rules. An IBC will be a covered company if it is part of a multinational group (MNG) as per the definition in the Seychelles Business Tax Act (as amended). As a with-tax jurisdiction Seychelles has had to take a different approach to EU-dictated substance rules. Please email us for details.

No there is no requirement to open a Seychelles bank account. A Seychelles IBC can have more or more bank accounts anywhere in the world. Traditionally Seychelles IBCs have banked outside of Seychelles. This has usually been because overseas banks can provide more sophisticated products and more modern services, or because the clients already have a relationship with a particular bank which does not have a branch in Seychelles.

Following amendments to the Seychelles International Business Companies Act on the 27th December 2011 all Seychelles IBCs must give notice to the Registered Agent (that’s us – A.C.T.) of where they keep their original accounting records. It states that the accounting records shall be kept at the registered office or such other place as the directors think fit. Where they are kept at another place the directors must notify the registered agent and also must notify the Registered Agent of a change of address within 14 days. Note that since 2021, all IBCs are required to lodge at least copies of all their records with their registered agent in Seychelles.

Yes. It has always been a duty of the directors of the company to do so. Other records include minutes of meetings, and agreements between shareholders and between directors and other officers include consents for appointments and share transfer forms. An IBC must keep such records for 7 years. The registered agent will keep copies of the records it has received in Seychelles, for 7 years.

Since 2021, Seychelles IBC have been required to lodge their accounting records with their registered agent in Seychelles (that’s us – A.C.T.). IBC must lodge their transactional documents (aka substantiating documents or supporting documents) e.g. bank statements, invoices, expense vouchers, receipts, accounts ledgers, and contract and agreements etc that would be used for preparing financial statements. IBCs must also prepare a financial summary, which is a simplified form of financial statements. Small pure asset holding IBCs are exempted from the financial summary requirement, but it is recommended that they prepare it for lodgement in Seychelles.

Yes, if it earns Seychelles-sourced income. Since the 1st January 2019, a Seychelles IBCs is subject to Seychelles Business Tax on its net income (profit) for a fiscal year. If it does not have Seychelles-sourced (net) income, there would be no tax liability in Seychelles, and until an IBC does so or expects to, it does not have to register with the Seychelles Revenue Commission. Note that in certain circumstances, particularly where an IBC is part of a multi-national group, foreign-derived passive income may be deemed to be Seychelles-sourced if substance requirements have not been met. IBCs that are or will be part of a multi-national group and which will therefore be covered by Seychelles substance rules (called “covered” companies) must obtain guidance from a tax professional as early as possible e.g. during the setup phase.

Seychelles business tax is charged at 15% on the first million Seychelles Rupees of net income (profit), and 25% on the remainder.

No it is not a requirement but it may be an advantage to have one, particularly if an IBC is part of a multi-national group and it earns foreign passive income.

Yes an IBC can have its own offices in Seychelles. It can lease its own offices but if it carries out income generating activities from Seychelles, it may generate Seychelles-sourced-income and be taxed on the resultant profits. Where an IBC earns foreign passive income it may still have an office in Seychelles for making or maintaining professional contact with counsel and attorneys, accountants, bookkeepers, trust companies, management companies, investment advisers or other similar persons carrying on business within Seychelles, or to prepare or maintain books and records of the company within Seychelles.

Yes. However, before an IBC may acquire an interest in land or buildings in Seychelles, government sanction (approval) must be obtained and a fee must be paid to government. Some business activities require a licence, which the IBC would have to apply for.

No. While we are always happy to meet our clients you do not have to come to Seychelles to incorporate an IBC. You can complete client registration electronically and then provide all required information to setup the IBC via email, and important original documents can follow by post or courier.
However, the “best” jurisdiction will largely depend on your specific requirements. Seychelles is good if you require a general-purpose IBC, particularly if you want a low cost holding company or an special purpose vehicle.

If you will have very complex financial transactions and arrangements and you will require the sophisticated services of lawyers or accountants in places like London, New York, other offshore financial centres may be more viable. It can also be more challenging in some jurisdictions to open a bank account for a Seychelles IBC.

Seychelles is a great place to form IBCs because it has a fast and reliable registry, formation and annual fees are relatively low, and the service providers are very keen to help and are very professional. Depending on your exact requirements you can have a Seychelles IBC for less than the BVI government fee and it can be ready within 1 day.

However, the “best” jurisdiction will largely depend on your specific requirements. Seychelles is good if you require a general-purpose IBC, particularly if you want a low cost holding company or an special purpose vehicle.

If you will have very complex financial transactions and arrangements and you will require the sophisticated services of lawyers or accountants in places like London, New York, other offshore financial centres may be more viable. It can also be more challenging in some jurisdictions to open a bank account for a Seychelles IBC.

The main advantages are lower cost, higher availability of names, fast and reliable registration, order completion and delivery. Seychelles IBCs are also subjected to a substance requirements regime that is different to those of competing jurisdictions.

A jurisdiction is a territory with its own set of laws under the control of its own system of courts and its own government which are different to other territories. We are usually referring to a country when talking about a jurisdiction but this is not always the case.