Seychelles is governed by civil law except for the corporate legislation and criminal law which are based on English common law. The principal corporate legislation governing IBCs is the International Business Companies Act (IBC Act) 1994. IBCs are exempted from tax on business activities or transactions carried on outside of the Seychelles. An IBC can be converted to other resident companies such as Companies Special License (“CSL”).

The CSL is a Seychelles domestic company (incorporated under the Companies Act 1972), which is granted a special license under the Companies (Special Licenses) Act 2003. A CSL can take advantage of the Seychelles’ steadily expanding network of double taxation treaties which includes China, Indonesia, Malaysia, Mauritius, Thailand, South Africa, Botswana, Oman, Cyprus, the United Arab Emirates and Vietnam.

IBCs are required to have at least one director and one shareholder, who may be an individual or corporate entities. Neither directors nor officers need to be shareholders. Shareholders, directors, and officers may be of any nationality and may be residents of any country. A company secretary is not mandatory (although it is customary to have one appointed), and may be of any nationality and need reside within Seychelles. The language of legislation and corporate documentation should be in either English or French. If any other language is used, it must be accompanied by a translation in either required language.

Both the English and Chinese character names can be included in a company’s Certificate of Incorporation.

Shares permitted include registered shares, bearer shares, shares of no par value, preference shares, redeemable shares as well as shares with/without voting rights. Beneficial owners need not be disclosed. There is no requirement to hold Annual General Meetings and meetings do not have to be held in the Seychelles but can be conducted by telephone or other electronic means. IBCs do not have to file any annual returns, accounts, or financial statements and there is no requirement to register initial or ongoing changes in directors or officers.

A CSL must have at least two local directors to access the treaty network and 2 shareholders. At present, corporate directors are not permitted. A CSL must also appoint a Seychelles resident as company secretary. Each year, the company must prepare and file audited accounts. The accounts and company returns files are not publicly accessible.

Seychelles has the finest International Airport in the Indian Ocean region and its national and international telecommunications carriers are well established. There is an increasing number of international banks and insurance companies which have established branches in the Seychelles while local management companies, accounting and legal firms provide support.