FAQs

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.