Audit Seychelles Company Overseas Company Register Overseas Company
Seychelles Company Registration
Ⅰ、 The introduction of Seychelles:
Seychelles Islands located in the Indian Ocean, which be made up by more than 100 islands with names, most islands located 4-5 degrees south latitude. The largest of the Seychelles islands is Mahe Island. Although this island nears the equator, its climate is surprisingly comfortable without extremely hot or humid. The population of Seychelles Island is about 72,000, most of which are mainly French settlers, African slaves, the British sailors and the descendants of traders from India, China and the Middle East. Seychelles Islands has been developed into mixed ethnic resident area with vibrant, warm, simple and comfortable features.
Seychelles International Business Department introduces a suit of progressing law to promote the establishment of overseas companies and other institutions and to encourage the importation of investment. International Business Companies Act (1994) is very similar to the International Business Companies Act of Bahamas Islands. This Act exempt International Company’s corporate profits and the value-added of capital from the tax in Seychelles. One of the unique characteristics of Seychelles International Company is an international company can be registered in most of the international language, and could be ended with any words that means limited liability.
Ⅱ、 The advantage of Seychelles Company Registration:
1. Seychelles companies neither have to pay any local taxes, nor need an auditor's report, only to retained the information that could reflect the state of the economy;
2. The registered capital should not be located and could open bank account around the whole world;
3. Government protect the interests of shareholders ,do not need to release the identity of beneficiaries and provide for privacy protection, the Directors’ information be kept strictly confidential;
4. Do not need to submit any Application Form or Financial Form to the local government.
Ⅲ、 The necessary condition of registering a off-shore company in Seychelles:
1. Company Name:
Company name can not contain the Seychelles government or insurance-related words, unless have applied the license. Generally, Company Name ended with Limited, Corporation, Incorporated, Société Anonyme (SA) or their acronym as well as BV, GmbH, and SARL as the end of the term. Company name could use in any language. However, if choose other language but Chinese and French, the name must have been translated into Chinese or French attached.
2. Company director: at least one director, and director could be natural person or artificial person, he could be any nationality and do not need to live in Seychelles.
3. Company shareholder: At least two shareholders, they could be natural person or artificial person and could be any nationality or artificial person.
4. Company registered address: the company registered address must locate in Seychelles.
5. Company registered agent: the registered address be managed by this company or its registered agent. Meanwhile, International Business Company Act requires the articles of association should be signed by registered agent that mentioned before.
6. Company Secretary: Seychelles off-shore company do not need entrust company secretary, although most companies entrust a company secretary. Even though has entrusted a company secretary, it does not need to be Seychelles resident, could be natural person or artificial person.
7. Nominal and actual capital of company: generally, nominal capital is US $ 50000; this is the lowest registered capital under the standard of the Government’s provision. Both nominal and real capital can be used in any currency. The lowest actual capital as follows: one share, shares can be with or without denominations.
Ⅳ、 Client should provide the following information:
1． The Chinese name of Company ( two or more for choosing)
2． Legal capital stock
3． Share proportion of each shareholder
4． the duplicate copy of shareholder and director’s ID ( or passport)
5． The resident address of shareholder and director ( or mailing address) telephone number
Ⅴ、 Customers can obtain the following certificate after registration:
1． Company Registration Certificate
2． Memorandum and Articles of Association
3． Company Stock Certificate
4． Company Legal List
5． Company Stamper and Steel seal
6． One CD of company’s data
7． One Green Box
Ⅵ、 Registration Guide:
1） The meaning of International Business Company:
As an off-shore company of International Business Company could not engage in the following activities:
a） Engage in business activity in Seychelles
b） Have any interest or lease of real estate located in the Seychelles or real estate of Seychelles
c） Engaged in bank or trust business which stated in the Financial Institutions Act of the Republic of Seychelles in 1984
d） As a insurance or reinsurance company to engage in business activity; or
e） Engage in the business about providing company registered address
2） The characters of International Business Company:
a） Neither submitting the annual profit form or capital debt form; nor holding the shareholders or director meeting.
b） Do not need to submit annual report form/financial form
c） Commercial activities and transactions outside the republic of Seychelles are completely tax-free.
d） the registered procedure and the methods of management are very simple
e） Reasonable registered fee and management fee.
f） Absolutely keep business secrets
g） There is no require of the lowest or the highest capital
h） International business company could issue any currency
i） International Business Company could carry on any legal business activity and transaction use any currency.
j） Free to decide to subscribe to a division or bearer shares.
k） International Business Company could be only one director.
l） Shareholder, director and headship could be any nationality from any country
m） Director or headship could not be shareholder.
n） Director/headship could be artificial person or natural person.
o） Don’t need to register the first director or headship list and the changed list
p） Shareholder and director could hold meeting in any country, and also could sent agent attending meeting.
q） The financial book of company could keep in company registered address or any place in the world.
r） “Limited” could use for international business company
s） Use of standard documents of company registration(Memorandum and Articles of the company and a certificate of registration)
t） The use of "Apostille" (Hague international treaty Certification) certification on file
u） Companies Registry file could draft out in Spanish or any other text with an Chinese translation
3） Registered address and registered agent
"International Business Companies Act" requires each international business company with a registered address in Samoa; registered address should be managed by the company or the registered agent of the Company. At the same time, the International Business Companies Act requires the articles of association should be signed by the registered attorney who mentioned in the articles. Registered agent should be in accordance with company management law or law of banks and trust companies licensed as a registered agent, otherwise, no person shall be registered as a registered agent.
4） The management of company stamper:
In accordance with the Companies Act, companies must have a seal, as well as the company's registered address shall be leave the imprint of the seal, in accordance with article III and the 79th article of the company, the company seal and signature use at the same time.
5） Company redomiciling :
The provision of International Business Company Act, as long as the company registered in according with the Republic of Seychelles Company Act (285chapter) or registered outside the Republic of Seychelles (foreign company) could continue registering in Seychelles.
A. The articles of the company continue registering
Foreign companies must be approved called "continuing statute", and recognized by the majority of directors. Director could prepare for redomiciling and the documents
The simple way of foreign company redomiciling in the Republic of Seychelles is totally adopt the standard memorandum and articles of association, including :
1. Company name and the continuing one.
2. Company registered address.
3. Company Registered Date.
4. The registered address in Seychelles ( we will provide).
5. Registered agent name and address in Republic of Seychelles( we will provide) .
6. The purpose of company.
7. Currency distribution of the stock.
8. The distribution of authorized capital should equal to the total authorized capital and non-value shares equivalent to the total number of authorized capital.
9. The number of classes of shares and name of series, each series of shares and the number of levels, and the par value or the number of nominal value .
10. Authorized the distribution of each class and series of shares in the name of authority, priority and preferential rights, qualifications, limitations or restrictions，
Unless the director is authorized to determine such name, authority, priority and preferential rights, qualifications, limitations or restrictions, in the latter case, the registered constitution or Memorandum and Articles of Association require the company issued a written power of attorney that has not been granted to directors decided the name, authority, priority and preferential rights, qualifications, limits and restrictions on the right to decide.
11. Registered the number of the distribution of shares and bearers
12. Registered shares and bearer shares can exchange
13. If three are anonymous shares, the notice for the shareholders (members) shall be send to shareholders in any ways.
B. Supplement files
The following documents are writing in Chinese, if it were not in Chinese, you must have to the translation document translated by person with qualification.
a) The company registry issue the credit standing certificate
b) The duplicated copy of the memorandum and articles of association or the related files and registration certificate.
c) Revised Memorandum and Articles of the company or the corresponding file.
d) The decision of registering company in the Republic of Seychelles is made by directors or shareholders of the company (it depends on the situation). If you entrust our company, we will hold a meeting and make a resolution and prepare for the existence of the statute.
C.The certificate of continuing existence
Foreign company keep all necessary files in the registry of the Republic of Seychelles, and then received the certificate.
D.The effectiveness of recdomiciling:
According to the International Business Company Act, the mainly effectiveness are:
a） Once award the certificate, this company will continue existing as Seychelles International Business Company use the stated name under the provision .
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b） Due to the terms of the existence, revised Companies Registry terms or memorandum and Articles of the company (or similar file) is the company’s new Memorandum and Articles of Association;
c） A variety of property and business activities will continue under the name of the company;
d） The company will continue to enjoy their rights and obligations of the debt;
e） Before redomiciling, all the shares of company should be regarded as in accordance with the International Business Companies Act and has been issued;
f） Companies in the Republic of Seychelles with full legal status, regardless of company registration laws of the State whether there are any contrary provisions. Only in the liberation of the Republic of Seychelles, company loss of such status.
6） he company’s credit standing certificate:
If the Registrar satisfies with the registered company, as well as certifies no default cost of license fees or other fees; the Registrar shall require any person to issue the credibility of the certificate and seal of the company in good standing as required by law. Such certificate shall be personally signed by the Registrar of Companies with seal, and its purpose is to prove in accordance with the International Business Companies Act, companies registered in good standing.
a） Whether the company submitted the ineffective items of takeover or merger to the Registrar or not.
b） Whether the company submitted the ineffective items of mediating
c） Whether the company is progressing dissolution and winding-up proceedings
d） The company has not cancelled the company in the company registered address
