Special License Companies in the Seychelles
The Seychelles, strategically positioned in the Indian Ocean with excellent access to both Asia and Africa, now permits Special Licence Companies in addition to International Business Companies.
Unlike the Seychelles IBC, the new Special Licence Company ("CSL") may carry on permitted business inside as well as outside of Seychelles. The CSL entity will be a Seychelles domestic company (under the Companies Act 1972), which is granted a special licence under the proposed Companies (Special Licence) Act 2003. The CSL will have broad appeal (including to private clients and multinational corporations) as an international holding or services or headquarters company.
A listing of key features of CSLs is below but perhaps the most important thing to note is that CSLs are considered domestic and resident in Seychelles. As such, a CSL may take advantage of the increasingly larger Seychelles Tax Treaty network. This may prove particularly advantageous when seeking to do business with China, India, Malaysia or Vietnam.
• Liable to Seychelles business tax at the rate of 1.5% on its world-wide income (as an exception to the Seychelles "territorial" tax system, any foreign income derived by a CSL will be deemed to be Seychelles-sourced income). This highly-attractive tax rate is anticipated to generate considerable world-wide interest, especially in the context of the prevailing higher tax rates applicable under comparable low-tax holding company regimes in other jurisdictions
• Exemption from withholding taxes on dividends, interest and royalties.
• Exemption from stamp duty on property transfers, share transfers and other business transactions
• Exemption from trades tax on all furniture and equipment imported into Seychelles for office use
• Exemptions under the Social Security Act
• Exemption from work permit fees for expatriate workers
• The above exemptions granted under the Act shall be guaranteed for ten years and shall continue in force thereafter unless otherwise provided for by written law.
• Access to Seychelles' steadily expanding network of double taxation avoidance treaties - of particular interest is its DTA with China
• May carry on any business as permitted under the Schedule to the Act - including as an international holding company, a headquarters company, a franchise company, a marketing company, a company holding intellectual property, an investment company, etc
• Bearer shares not permitted
• Nominee shares permitted (where nominee shares are issued, name and address of beneficial owner required to be disclosed to the Registrar of Companies - but such ownership information will be subject to strict confidentiality obligations on the Registrar and will not be available pursuant to any public search of the Registry)
• Foreign shareholders permitted
• Minimum of 2 Directors (may be located outside of Seychelles)
• Seychelles resident Company Secretary required
• World-wide Directors or Shareholders meetings - telephonic or video-link meetings permissible
• Annual company return and audited accounts to be filed
• Provision for "redomiciliation": a foreign or Seychelles IBC may be continued as a CSL - and an CSL may redomicile to another jurisdiction
A CSL may require more Seychelles roots beyond the required resident Company Secretary and registered agent/registered office. Requirements for the CSL are generally negotiated with the Registrar and will vary depending on needs.
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