Open a Company in Seychelles

Open a Company in Seychelles

Entrepreneurs and investors planning to open a company in Seychelles usually build holding structures, run cross-border trade or consulting, or pursue other international projects. An IBC also carries obligations: the founders disclose beneficial owners, keep accounting records, then establish the entity's tax position and obtain a permit where the chosen field demands one. Founders choose the corporate form according to where the business will earn income, serve clients, and run regulated operations.

Below I set out how the process works for a foreign founder and how an IBC differs from a domestically incorporated company. The conditions for the director, the members and the registered agent come next. Corporate tax, beneficial-owner disclosure and licensing round out the article.

The Legal Environment Before You Register a Company in Seychelles

A founder first settles which legal regime the project falls under: Seychellois law blends civil-law and common-law elements, and several separate statutes divide the corporate field. The IBC Act governs IBCs, and the FSA publishes its consolidated text, current as of July 11, 2025; domestic legal entities follow a separate track set by the Companies Act. Licensed vehicles, cell structures, and partnerships each fall under a dedicated statute.

Market entry through a local legal entity therefore starts with the available regimes; the business model then determines which one fits. Cross-border work makes the Seychelles IBC the natural choice, while in-country operations can run through a domestic entity instead. Each non-standard form has its own governing act; the table below names each one. The CSL Act covers CSL status, and the PCC Act sets the regime for cell structures. A separate statute applies to limited partnerships. Foundations and trusts serve a different purpose, since they exist chiefly to hold, manage and transfer assets rather than to trade. Their legal nature differs from a company's; the Foundations Act therefore applies to the former and the Trusts Act to the latter, both as special corporate laws. Current versions of every instrument are available through the FSA.

Several government authorities share the corporate field. The FSA maintains the IBC register and oversees the non-bank financial market, acting as the sector's designated licensing and supervisory authority, while Companies Act matters go to the Registration Division. For tax, the Seychelles Revenue Commission (SRC) handles administration and taxpayer registration, and the licensing authority (SLA) issues any permit an activity requires. In parallel, the Seychelles Investment Board (SIB) promotes investment initiatives and monitors how foreign investors meet the conditions set for them. The FIU operates within the national system for countering illicit financing and money laundering.

A foreign investor also checks whether the chosen field is open at all, because the Seychelles Investment (Economic Activities) Regulations (the Investment Regulations) define the areas non-residents may enter on set conditions. Some sectors remain reserved for citizens, and a project outside the established lists may pass through the Economic Needs Test, an assessment of whether foreign investment addresses an unmet need in the sector. Before committing, the founder looks at where the income will arise and at the ownership structure behind the company, then at the scale and character of the planned operations. Any sectoral permit the activity requires factors into the same decision. Financial services call for a review of FSA requirements, while local commerce remains subject to SLA rules and to investment restrictions.

Which Corporate Model Fits Your Business in Seychelles

Founders engaged in international work such as consulting, cross-border deals, or asset holding typically choose the IBC where the field needs no special license. A Seychelles offshore company of this kind is set up through an FSA-regulated provider serving international clients, and the regulator's public database lists every provider it has licensed. One member and one director are enough for a standard IBC; neither usually has to reside locally, and foreign ownership is permitted as well. Still, an authorized registered agent and an official office within the country remain mandatory, so anyone who wants a Seychelles IBC budgets for recurring corporate services even when actual operations stay abroad.

Main types of corporate structures

Form

Statutory basis

Main purpose

Distinctive feature

IBC

International Business Companies Act

Cross-border ventures and group holding work

An authorized registered agent and an official in-country office are mandatory

Domestic Company

Companies Act

Commerce inside the country

Registered on a separate track at the Registration Division

CSL

Companies (Special Licences) Act

Projects that need the special-license regime

Runs under its own statute, the CSL Act

PCC

Protected Cell Companies Act

Insurance, investment, and wider financial-sector ventures

Assets of each cell are legally ring-fenced

Limited Partnership

Limited Partnerships Act

Fund vehicles and investment projects

Built on the partnership model

Foundation/Trust

Foundations Act/Trusts Act

Holding, managing, and transferring assets

Stand outside the classic company model

The regulator lists separate rules for IBCs and for limited partnerships, as it does for foundations and other special vehicles. An IBC may trade domestically; once it does, its statutory obligations expand, since tax law and SLA requirements reach the project alongside the limits set for foreign investors. Incorporating an IBC by itself neither replaces a license nor lifts the Investment Regulations.

A domestically incorporated company follows a different administrative track and mostly serves projects inside Seychelles, so the registration route must be determined at the outset. Two registration paths diverge: an IBC comes into being through a licensed agent in the FSA system, whereas an entity governed by the Companies Act goes through the Registration Division. CSL status stands apart from an ordinary domestic company as well, because the CSL Act displaces the general regime for it. A PCC serves ventures that need cell assets kept legally apart from cell liabilities; the FSA explains that applications for a PCC follow the IBC Act. Further conditions come from the PCC Act. Limited partnerships appear mostly in fund and investment projects, while foundations and trusts work as instruments for structuring rights to assets and for running a portfolio of property.

Statutory Requirements at Formation

Seychelles IBC registration runs through a licensed International Corporate Service Provider (ICSP) that acts as registered agent and works alongside the FSA throughout incorporation. The applicant cannot submit the statutory filing package directly, and the FSA posts its list of authorized providers, so any provider's status is easy to verify.

Corporate requirements at formation vary with the structure. A standard IBC calls for one member and one director, with no general local-residency rule. Nor does the law fix a universal minimum of paid-up capital for it; a licensed project, by contrast, faces sectoral financial standards. Founders settle the corporate configuration before filing: who will own the company, what powers the director will hold, and how many shares are issued and with what features.

The filing package pairs the Memorandum of Association with the Articles of Association; together they fix the entity's core data and its internal governance. Separately, the officers' and members' details are drawn up, along with material for the statutory corporate registers. Founders need to distinguish the documents that registration itself requires from those the licensed agent requests for KYC. That screening rests on the Anti-Money Laundering and Countering the Financing of Terrorism Act and on the Regulations that accompany it; together they form Seychelles' AML/CFT framework. The FSA issues consolidated versions of both. Five parts make up the core filing package.

  • the Memorandum and Articles of Association;
  • the members' and the director's details;
  • data on the persons ultimately in control;
  • registered-office details that the licensed agent confirms;
  • any further information that AML/CFT rules or the ICSP's internal risk assessment call for.

From Application to Certificate: Steps, KYC, and Ownership Disclosure

Seychelles business registration opens with a check of ownership and planned activity, because a foreign investor holds no unconditional access to every sector of the economy. Once the founders have chosen the corporate form, they select a licensed ICSP; that provider identifies the client, then assembles the filing package and deals with the registrar. A local project is measured in parallel against the Investment Regulations, including whether the Economic Needs Test applies.

The founders handle registration separately from licensing for regulated operations. They need to:
  • pick a corporate structure that fits the business model and any restrictions;
  • choose the licensed ICSP that will take part in forming the company;
  • check the name;
  • complete owner and officer identification;
  • prepare the Memorandum and Articles of Association;
  • have the agent file the details with the registrar;
  • collect the Certificate of Incorporation;
  • compile the corporate registers covering members, directors, and ultimate owners;
  • complete the tax and licensing steps where the specific model requires them.

No single document set covers every applicant: under AML/CFT procedures the agent identifies the members, the director and the ultimate beneficiaries. The agent then reviews the ownership chain, anyone politically exposed inside it, and possible sanctions exposure. Its requests are scaled to the risk involved: identity documents together with proof of residence; an account of what the business does; or source-of-funds data alongside the overall asset position. A specific bank reference or a fixed period of passport validity is no universal requirement of the IBC Act; where it appears, a given ICSP's internal policy imposes it.

The founders file information on ultimate owners as a separate stage in Seychelles company formation. Two instruments set the recording rules: the Beneficial Ownership Act (the BO Act) paired with the Regulations issued under it. A 10% stake, or control at that level, is one criterion for naming an ultimate owner. Beneficiary status also arises where control is exercised by other means. The FSA publishes the consolidated BO Act as of August 20, 2025, along with the further rules adopted that same year. Where a nominee member appears, that relationship comes under review too, and it conceals nothing from the register: the data on the real beneficiary must be preserved and filed as the law prescribes. Should a trust sit inside the ownership chain, the analysis covers the persons the BO Act counts among the ultimate controlling participants. The central beneficial-owner register stays closed to public inspection.

Seychelles Tax Rules for Companies

Seychelles taxes business on the territorial principle, and IBC status alone means neither an automatic exemption nor a zero rate: the tax reform withdrew the relief that IBCs once enjoyed. What matters instead is where the income arises, what the company actually does, and whether a tax nexus with the country exists; the Business Tax regime for the specific activity then sets the rate. Under the SRC's scale income up to SCR 1,000,000 is taxed at 15% and everything above it at 25%, while VAT and withholding taxes sit within the commission's remit as well. A flat 0% is therefore no fair summary of corporate taxation: the SRC quotes 15% and 25% for companies and applies a different scale to sole traders and partnerships.

Any company with taxable activity must register and report: the start of trading is the effective date for tax purposes, and 28 days run from that event to SRC registration. A Business Tax Return normally goes in by March 31 after the tax period closes, and a year without revenue still leaves the company owing a nil return, a point the SRC has stated expressly.

Companies also deal with VAT. Its standard rate stands at 15%, while exports and certain listed operations carry 0%. Zero-rating must be strictly distinguished from exemption. A supply at the zero rate keeps its taxable status, whereas exempt transactions fall under a different legal mechanism entirely. Registration for VAT is compulsory once annual taxable supplies reach SCR 2,000,000, while voluntary registration stays open from SCR 100,000 where those conditions are satisfied. Once supplies cross the threshold, the company files its application inside 14 days.

The payer checks for withholding tax before paying non-residents. Under SRC guidance the duty may arise on dividends or interest, royalties, fees for technical services, or other income categories the rules expressly specify. For some of these payments the rate stands at 15% unless special regulation or a double-taxation treaty provides otherwise, and Seychelles tax residency with its confirming certificate does not by itself unlock international relief. CRS and FATCA reach the structure too, as do the exchange of tax information and country-by-country reporting, so an international company inevitably operates inside the wider system of cross-border tax transparency.

When a License Is Needed Beyond Incorporation

The founders must keep incorporation apart from permission to work in licensed fields: a Certificate of Incorporation confirms corporate existence, yet the certificate is no substitute for the license a regulated sector requires. Licensing powers are divided between two bodies: the FSA supervises non-bank financial market participants, and the SLA carries a broad remit over local permits. The SLA's special procedures cover the areas below.

  • professional services and the industrial sector;
  • tourism, catering, and healthcare;
  • communications and construction;
  • the trade in petroleum products and alcohol sales.

How far the planned operations extend and the physical condition of the premises determine whether approval is also needed from sanitary, fire, environmental, planning, or other competent authorities. The applicant seeking a local permit delivers the required documents to the SLA. Where the field demands it, the premises are inspected or the relevant sectoral authority consents; official standards allow no more than 14 days for a decision once the file is complete. Novel lines of activity follow a separate route. For activities that standard licensing rules do not yet cover, a Provisional Licence gives temporary permission where risks to health, the environment, or safety call for state control. Such a permit lasts no more than 2 years, and the SLA publishes a fee of SCR 1,000 for it.

Financial services licensing runs under a separate regime. The FSA oversees capital markets, collective investment schemes, and insurance. Fiduciary and international corporate services fall under that same supervisory remit, alongside virtual-asset operations. Each line then carries its own standards on resource adequacy and governance, and on compliance and financial soundness. The Virtual Asset Service Providers Act governs the virtual-asset field: anyone providing regulated services of this kind from the islands, or directly inside the country, needs a Seychelles VASP license. For these applicants the FSA operates a separate licensing procedure and posts the dedicated application forms with the official explanations. Foreign investors again check the limits set by the Investment Regulations, since individual sectors stay open to citizens only and some lines pass through the Economic Needs Test.

FAQ
Is an IBC's foreign income automatically taxed at 0%?
No. Taxation follows the territorial approach: the outcome turns on the income's source and nature, not on IBC status by itself.
Does the company need a license after incorporation?
That depends on what the company does. Work in a licensed sector needs its own permission from the SLA or the FSA. Seychelles company registration by itself grants no such right.
Must an IBC keep accounting records?
Yes. The IBC Act obliges a Seychelles IBC to keep accounting information, which the FSA can verify is held at its registered office.