Proform Offshore Limited - Seychelles Offshore International Business Company (IBC) Formation

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Seychelles International Business Company (IBC)

The Seychelles IBC (International Business Company) is now one of the most popular “offshore” company types in the world (based on comparative annual incorporations in other offshore jurisdictions). It is also the most popular with our clients, having overtaken BVI IBCs as our most requested offshore company. With our recent price reduction it means Seychelles IBCs are also our lowest cost option.

Attractive Seychelles IBC benefits include:

Value for money:
Low annual Government licence fee of US$100 (included in our fees), irrespective of the amount of the authorised share capital of the company

Fast incorporations and name approvals:
Same day incorporations

Zero Seychelles taxation:
This applies to foreign income and also exemption from Seychelles withholding tax, enheritance tax and stamp duty

Privacy and asset protection:
Including no requirement to file details of shareholders, beneficial owners or directors at any Seychelles Government Registry

Ease of administration:
No requirement to file financial accounts or annual company return in Seychelles

Registered or Bearer shares permitted:
While bearer shares are being outlawed in some jurisdictions they are still permitted in the Seychelles

Acceptability to international banks:
Seychelles is not on the OECD or FATF blacklists

Independent Country:
Seychelles is a stable and independent Country, not being a dependent overseas territory of a European state. Seychelles is not subject to ever-growing EU Directives and US pressure..

Excellent for holding UK property investments by non-UK residents:
See article below price panel for more details

Proform Offshore can supply IBCs in one of two ways - the cost being the same either way.

IBCs Formed To Order
We can form an IBC with your choice of company name, usually within 24-48 hours or receipt of order and payment.

Shelf Companies
These are companies which are already formed and are ready for shipment from the Seychelles. They are in good-standing and have never traded. It is possible to change the company's name if necessary. Ask for more details.

Click here for the current shelf list

FEATURES OF SEYCHELLES INTERNATIONAL BUSINESS COMPANIES (IBC)

Directors

Minimum number of directors: 1
Corporate directors allowed: Yes
Seychelles director required: No
Public filing of director details: No
Public access to director details: No
Location of Directors meetings: Anywhere
Directors may attend meetings via telephone or other electronic means

Shareholders (members)

Minimum number of shareholders: 1
Corporate shareholders permissible: Yes
Seychelles shareholder requirement: No
Public filing of shareholder details: No
Public access to shareholder details: No
Location of shareholders meetings: anywhere
Shareholders may attend meetings via telephonic or other electronic means

Beneficial owners (clients)

Details of beneficial owner(s) are not publicly accessible, as beneficial owner details are not required to be filed with any Government office in Seychelles
Shares may be held by a nominee on behalf of the beneficial owner(s)

Share capital

Standard authorised share capital is US$1,000,000 (though any amount is acceptable, subject to client requirement)s
Standard minimum issued capital is US$1
The standard currency is the United States Dollar, but any other convertible currencies are permitted
The International Business Companies Act 1994 (the “IBC Act”) allows for a Seychelles IBC to issue registered and/or bearer shares (although, if so required, an IBC’s Memorandum and Articles of Association (“Memo & Arts”) may prohibit issuance of bearer shares)
The IBC Act requires that all issued shares be paid-up – ie. issued in exchange for payment to the Company in cash or other valuable consideration, of such amount as the directors may determine but which cannot be less than the par value per share
Subject to its Memo & Arts, a Seychelles IBC may issue a share certificate to a shareholder, which shall be signed by a director or other duly authorised officer of the company.

Accounts and Returns

Requirement to file annual Accounts: no
Audit requirement: no
Publicly accessible Accounts: no
Requirement to file annual company return: no
An IBC shall keep such accounts and records as the directors consider necessary to reflect the financial position of the company.

Registered Agent

A Seychelles IBC is required by law to have a Registered Agent (RA) in Seychelles, which must hold a current licence to provide international corporate services from the Seychelles International Business Authority. All documents relating to the IBC must be filed with the Registry by its RA. Provision of a RA is included in our fees.
Subject to a company’s Memo & Arts, the Registered Agent can be changed by passing a directors’ resolution.

Registered Office

A Seychelles IBC is required by law to have a Registered Office (RO) in Seychelles. Provision of a RO is included in our fees.
Subject to a company’s Memo & Arts, the Registered Office can be changed by passing a directors’ resolution.

Company Secretary

Appointment of a Company Secretary is optional and in most cases is not used.

Miscellaneous

A Seychelles IBC has the same powers as a natural person, including the right to sue and be sued. It is a separate legal entity with limited liability and has perpetual existence.
Continuation / migration of IBCs to or from Seychelleis allowed.
A Seychelles IBC is not a Seychelles resident for taxation purposes. A Seychelles IBC may not access a Seychelles Double Taxation Avoidance Agreement.
A Seychelles IBC name must end in an approved suffix to denote limited liability. There include “Limited”, “Ltd.”, “Corporation”, “Corp.”, “Incorporated”, “Inc.”, “Société Anonyme”, “S.A.”, “Namloze Vennootschap”, “Berhad” or their abbreviations. The full list of approved suffixes is available.
IBC name restrictions: It is prohibited for a Seychelles IBC name to contain words such as “Assurance”, “Bank”, “Trust”, “Building Society”, “Cooperative”, “Chamber of Commerce”, “Chartered”, “Insurance”, “Imperial”, “Municipal” or “Foundation” or which suggests the patronage of any Government. It is prohibited to use a name already in use or any names deemed by the Registrar to be indecent, offensive or misleading. The following words are prohibited as IBC names unless evidence of the appropriate licence or permission is provided: “Casino”, “Fund”, “Securities” and “University”.
IBC trading restrictions: a Seychelles IBC cannot carry on business in Seychelles (limited statutory exceptions include maintaining records and a bank account in Seychelles, holding company meetings, and engaging local advisors, etc). An IBC is prohibited from carrying on the business of banking, insurance or reinsurance, and cannot provide registered office facilities in Seychelles for other companies. A Seychelles IBC cannot own Seychelles real estate.
Language of IBC name: while normally in English, an IBC name can also be registered in any language; this requires a translator’s certificate (English or French translation and transliteration). It is also possible to have bilingual Memo & Arts documentation in English or French and any other language.

Fee Schedule

Click here to order your Seychelles IBC company today

Total first year's costs (see note below) PRICE REDUCED includes incorporation of Seychelles IBC, registered office and agent, and government licence fee	UK£695 US$1390 UK£575 US$949
Annual costs (see note below) includes registered office and agent, filing returns and government licence fee	UK£595 US$982
Nominee Director and shareholder (per year) We would appoint a nominee to act on your behalf as a director and shareholder to ensure your anonymity. We appoint individuals not corporate nominees. This includes a non-apostilled Power of Attorney.	UK£295 US$487
Assistance with opening bank account Proform Offshore can assist with opening accounts with a bank in the Seychelles or Cyprus	UK£350 US$578 UK£250 US$413
Apostilled Documents Proform Offshore can arrange for a power of attorney and/or company documents to be issued, certified and apostilled - per document	UK£130 US$215
Mail Forwarding We will forward all mail as required (by courier or airmail) This fee includes a US$300 float against forwarding fees which will require topping up as necessary	UK£300 US$215
Courier Fees We forward company documentation by express airmail however if speed is paramount then a courier service is available	UK£50 US$83

Note: The first year's annual fees (registered office, registered agent, nominee services and Government Duty) become due on the anniversary of incorporation.

SEYCHELLES IBCs AND TRUSTS:
VERSATILE SOLUTIONS FOR UK PROPERTY INVESTMENT BY UK NON-RESIDENTS

There are many reasons for UK non-residents wishing to invest in the UK commercial real estate market. An individual may have built up wealth through business interests in his or her own country, yet have concerns as to the level of volatility or economic uncertainty in their country of residence. One answer and hedge against such own-country risk, has been (and continues to be) investing in blue-chip foreign markets. The buoyant UK property market has attracted many foreign investors over the years, particularly in view of favourable tax treatment in respect of non-residents.

Real Estate Ownership Vehicle

A Seychelles international business company (IBC) is an excellent choice of vehicle for the acquisition of UK property (especially where the underlying client is a UK non-resident). The company will be the legal proprietor of the property and be registered as such at HM Land Registry.

Avoidance of Inheritance Tax

The use of a company as the purchasing entity lawfully avoids the imposition of UK inheritance tax. If owned directly by an individual, the full value of the property will be subject to UK inheritance tax on the individual owner's death (irrespective of whether they are resident and domiciled inside or outside of the UK at the time of death) - unless a spouse exemption is applicable.

Avoidance of Capital Gains Tax

Another major fiscal incentive for UK property investment by non-residents is the exemption from UK capital gains tax (CGT), provided that the owner company is not trading or managed and controlled in the UK. As such, a capital gain (no matter how large) arising on the disposal of a UK property purchased and held as an investment would be free of CGT, as the UK does not assess non-residents on such gains (Sec 2 TCGA 1992). UK income tax will however be payable on any rental income derived from the investment property. Although, in appropriate cases, tax efficient financing from outside the UK can alleviate the income tax burden. That is, relief (by way of deduction in computing profits or gains or deduction or set off against income or total profits) is available in respect loan interest payments, subject to the restrictions under Section 787 ICTA 1988.

Stamp Duty Considerations

Another consideration in such a transaction is UK stamp duty. UK stamp duty rates on property transfers range from 1 percent (where the sale consideration is from £125,001 to £250,000) to as high as 4 percent (where the sale consideration is £500,001 or over). In other words, this levy can be quite substantial in a big-figure transaction; and, although payable by the buyer, can be relevant to total price negotiations. A prudent investor thinks ahead. Using a Seychelles IBC can smooth the path in relation to this issue. The sale of the property as a separate asset to a buyer, will certainly attract UK stamp duty. On the other hand, where the property is legally owned by an offshore company and in the case of a sale to another UK non-resident, the imposition of stamp duty may be legally avoided by selling the entire issued share capital of the offshore company to the purchaser (instead of the land per se).

Using our above example, if the UK property had been owned by a Seychelles IBC, under favourable Seychelles laws there is no stamp duty or any other tax or levy on the relevant share transfer and privacy is assured in that there is no requirement to file any shareholders' or beneficial owners' details with the Seychelles Government. Additionally, where a Seychelles IBC is used to own a UK property, the IBC is completely exempt from tax in Seychelles on all income and profits derived from the UK property.

Seychelles International Trusts

A UK non-resident property investor may also wish to consider using an IBC and Trust dual structure, where the IBC is the active entity and the Trust is passive in that its main role is to hold and own the shares in the IBC; with the IBC owning any property, funds or other assets/investments. This dual structure is commonly deployed in the offshore investment area, particularly because of strong tax planning, privacy and asset protection features.

With a mere IBC, the client remains (despite any nominee shareholder/director) the beneficial owner of the IBC and its assets; and this may be very relevant to the client's tax position in his or her country of residence. In contrast, a trust is a legal arrangement where the owner of property or other assets (known as the settlor) transfers ownership of those assets to a trustee to hold and administer under the terms of a Trust Deed for the benefit of other persons known as the beneficiaries (who will often be members of the settlor's family). As the assets of a valid Trust do not form part of the settlor's "personal" property, trusts are highly useful for tax and estate planning as well as for risk management purposes. Whereas a settlor can be a beneficiary under a Seychelles trust, he or she cannot be the sole beneficiary.

Apart from tax saving considerations, protection of assets from creditors of the settlor is another reason investors use offshore trusts. If ownership of property has been shifted from the settlor to third parties, then usually such assets cannot be executed against by any creditors of the settlor. The International Trusts Act 1994 (Seychelles) provides to the effect that notwithstanding any foreign law, a trust shall not be void by reason of the settlor's bankruptcy or liquidation of the settlor's property or in any legal action against the settlor by the settlor's creditors. The Act provides for a narrow exception for creditors of a settlor to attack trusts, namely, where the court finds "beyond reasonable doubt" that the trust was made with the intent to defraud creditors of the settlor or that the settlor was insolvent at the time when the property was vested in the trustee. The Act, however, makes in hard for "trustbusters" in that the onus of proof as to intent to defraud rests on the claimant creditor. Additionally, the Act provides that a legal claim by a creditor is not permitted against a trustee of a trust after 2 years from the date of transfer or disposal of assets into the trust.

There are clearly a variety of fiscal and other benefits to be derived from effective use of Seychelles-based offshore structures.

We do not provide legal advice and no reliance should be placed on this article. UK tax laws are subject to change. If you are considering acquiring UK property, we recommend that you take expert UK tax advice and tax advice in your country of residence and domicile.

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