Finerise assists clients in registering International Business Companies (IBCs) in Seychelles, a leading offshore financial centre. The IBC regime is governed by the International Business Companies Act (IBC Act) and the Beneficial Ownership Act. The information below is based on the IBC Act, the IBC Amendment Act 2025 (approved by the National Assembly on 9 July 2025), and FSA guidance.

≡ Key Advantages of Seychelles IBC Formation

• - Zero tax on offshore income – IBCs are exempt from corporate income tax, capital gains tax, and withholding tax on income derived from outside Seychelles.
• - No minimum capital requirement – No statutory minimum paid-up capital. Standard authorised capital is USD 1,000,000.
• - 100% foreign ownership – No local shareholder or director required.
• - Confidentiality protections – Shareholder and director details are not part of the public record.
• - No audit requirement – IBCs are generally not required to file audited accounts with the authorities.
• - Fast incorporation – Standard processing takes 1-2 business days.

≡ Core Requirements for Seychelles IBC Registration

• Company name – English name required, ending with "Limited", "Ltd", "Corporation", "Inc", or equivalents. Chinese names permitted.
• Registered office and resident agent – Every IBC must maintain a registered office and appoint a resident agent in Seychelles. Finerise provides these services through our licensed partner.
• Shareholders – Minimum one shareholder (individual or corporate). No nationality restrictions. Bearer shares are not permitted.
• Directors – Minimum one director (individual or corporate). Corporate directors permitted. No residency restrictions.
• Share capital – No minimum requirement. Standard authorised capital is USD 1,000,000.
• Memorandum and Articles of Association – Must be prepared and submitted to the Registrar. Finerise prepares these documents.

≡ 2025 IBC Amendment Act – Key Changes

The IBC Amendment Act 2025, approved by the National Assembly on 9 July 2025, introduced several important changes to strengthen transparency and align with international standards. Key amendments include:

• - Nominee disclosure – Nominee shareholders and directors must be disclosed to the registered agent. The nominator's details (including name, nationality, and identification number) must be recorded.
• - Enhanced beneficial ownership information – When registering beneficial owners, the company must now provide the beneficial owner's National Identification Number (NIN) and Tax Identification Number (TIN) (if issued by their country of residence).
• - Accounting records – IBCs must maintain accounting records at their registered office on a bi-annual basis. Records must be kept for a minimum of seven years.
• - Striking off for non-payment – Companies that fail to pay annual fees within 180 days of the due date will be struck off on day 181.
• - Increased penalties – Non-compliance with statutory register requirements may result in penalties of up to USD 10,000 for the company and for directors who knowingly permit inaccuracies.

≡ Economic Substance (ES) Requirements

Seychelles has implemented Economic Substance requirements under the Business Tax (Amendment) Act to align with OECD and EU standards. These requirements apply to IBCs that are members of a multinational group and derive passive foreign-sourced income (including dividends, interest, rent, and capital gains) in a given financial year, or that carry out certain relevant activities.

• - Tax exemption with substance – Foreign-sourced passive income is tax exempt provided the in-scope company has adequate economic substance in Seychelles.
• - IP income treatment – Foreign-sourced passive income from intellectual property will be taxed in Seychelles, except for qualifying income from patents under the modified nexus approach.
• - Annual ES questionnaire – All companies must report to their Registered Agent whether they fall within the scope of ES by answering a questionnaire. If applicable, the company must also report the economic substance measures implemented in Seychelles.
• - Pure holding companies – Subject to reduced substance requirements (must comply with all filing obligations but are not required to have physical presence or employees).
• - Reporting cycle – ES reporting is required annually and is typically coordinated with the annual renewal process.

≡ Beneficial Ownership (UBO) Registration

Under the Beneficial Ownership Act 2020 (as amended by the Beneficial Ownership (Amendment) Act 2022 and Beneficial Ownership (Amendment) Regulations 2023), all Seychelles IBCs must maintain a Register of Beneficial Owners (ROBO).

• - Identification threshold – Beneficial owners are individuals who ultimately own or control more than 25% of shares or voting rights, or who otherwise exercise significant control over the company.
• - Required information – Full legal name, residential address, nationality, date of birth, Tax Identification Number (TIN) or National Identification Number (NIN) where issued, dates of beneficial ownership, and nature and extent of interest.
• - Update deadline – Changes to beneficial ownership information must be reported to the registered agent within 14 days of discovery.
• - Annual verification – The company must conduct an annual review of its beneficial owners within the three months preceding the anniversary of incorporation, and submit a Declaration of Compliance within one month following the anniversary.

≡ Why Choose Finerise for Seychelles IBC Formation?

• + Licensed registered agent partner – Finerise works with a licensed Seychelles registered agent, ensuring all filings are compliant with FSA regulations and the IBC Act.
• + One-stop service – From name check and incorporation to registered agent services, economic substance reporting, and annual renewals – we manage the entire process.
• + 2025 Amendment compliance ready – Fully updated for the IBC Amendment Act 2025, including nominee disclosure, enhanced BO information, and accounting records requirements.
• + Transparent engagement – All service arrangements confirmed in writing before commencement; no hidden charges.
• + 20+ years of experience – Extensive experience assisting international clients with offshore company formation in Seychelles and other leading jurisdictions.

Finerise Consultants can help you

Founded in 2005, Finerise Consultants has been committed to company registration management, offshore company registration, overseas investment services, foreign investment services, financial and tax agency consulting, intellectual property agency and other fields. We provide professional, fast, attentive, secure, and cost-effective services. Welcome to consult!

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