The Seychelles Special License Company (CSL) is a domestic tax resident company specially licensed by the Seychelles International Business Authority (SIBA), which is taxed on 1.5% of its worldwide income. It may operate inside as well as outside of the Seychelles.
Unlike many other low tax companies, the Special License Company satisfies all disclosure requirements that are expected of the modern corporation and enjoys access to all Seychelles Double Tax treaties. It is also exempt from withholding tax, exchange controls and stamp duty.
Companies can be used for the following unless otherwise given express permission to engage in some other business by the Seychelles International Business Authority:
Offshore insurance and reinsurance (separate insurance license required)
Business of: an investment company, a holding company, a marketing company, a company holding intellectual property, a headquarters company, a human resources company and a franchise company
May operate under the Seychelles International Trade Zone License.
International businesses have benefited significantly by moving some of their operations (e.g. administration, customer support or logistics) to the Seychelles. Government legislation facilitates this by exempting Special License Companies from taxes on all imported equipment (excluding automobiles) and from tax payments under the Social Security Act.
If you are looking for a low-tax rather than a no-tax (IBC) company, which will be well regarded in other countries and bypass undue scrutiny, the Seychelles Special License Company is one of the best around.
Formation
As a domestic, tax-resident company, the CSL requires a substantial degree of disclosure of information to the authorities. For every beneficial owner, shareholder or director of the Company, a set of due diligence documents must be provided. In addition a business plan including details of the company capitalization must be filed with the application. Although this information remains on file with the Seychelles International Business Authority, none of it is publicly available or released to third parties unless a law has been broken. Seychelles law ensures that information gathered during the application procedure remains strictly confidential.
The formation of a CSL requires:
The names and addresses of shareholders, and where a shareholder is a nominee, the name and address of the person on whose behalf the shares are held by the nominee
A signed and dated memorandum and the articles of association
The names and addresses of directors
The name and address of the secretary
The address of the company’s registered office
A description of the business the company will engage in
Management
The business and affairs of a CSL company are managed by a board of directors consisting of at least 2 individuals, who do not need to be residents of the Seychelles. No corporate directors are allowed.
The company requires a secretary who needs to be a resident of the Seychelles or a body incorporated in the Seychelles.
Meetings do not have to be held in the Seychelles and can take place by telephone.
Capital conservator can provide virtual office, nominee director and secretarial services.
Files and records
Accounts, returns and beneficial ownership information must be filed, but are not available to the public. Formation and corporate filings may be in English or French.
Taxes
The only tax CSLs must pay is 1.5% on their worldwide income. Aside from this there are significant exemptions and reductions, most importantly access to Double Taxation Avoidance Treaties
As of 2008 those ratified (in force) include: China, Oman, South Africa, Indonesia, Malaysia, Botswana, Thailand, Mauritius, Vietnam, Cyprus, United Arab, Emirates, Barbados and Qatar.
Signed (but not yet in force) - Belgium and Zimbabwe.
These DTA’s specify lower negotiated withholding rates on interest, dividends and royalties allowing the Seychelles CSL to invest and conduct business in the treaty countries with the benefit of these lower negotiated rates.
Additional CSL exemptions:
No exchange control taxes
No stamp duty
No Withholding taxes on royalties and dividends
Exemption from Social Security Tax in the Seychelles
No capital gains Tax
Privacy
The application procedure for the Seychelles Special License Company requires disclosure of beneficial ownership to the registrar. However just like the Seychelles IBC, there is no public record of beneficial owners, directors, shareholders or officers. Seychelles Law guarantees the confidentiality of this information.
The Seychelles is an independent country and chooses its double taxation avoidance treaties carefully. It is also not subject to the EU Savings Tax Directive, unlike other offshore havens that are still dependent territories such as the BVI, Anguilla, Turks & Caicos Islands, Cayman, the Isle of Man and the Channel Islands.
Seychelles CSL Summary
General
Political Stability
Very Good
Legal System
Common Law/Civil Law Hybrid
Disclosure of Beneficial Owner to Registrar
Yes
Disclosure of Beneficial Owner to Registered Agent
Yes
Migration of Domicile Permitted
Yes (Incoming and Outgoing)
Non-English Language Names Allowed
Yes
Operational Objects
Specific to intended business
Tax Resident
Yes
Tax on Worldwide Profits
1.5%
Access to Double Taxation Avoidance Treaties
Yes
Corporate Requirements
Minimum Shareholders
Two
Minimum Directors
Two
Bearer Shares Allowed
No
Corporate Directors Allowed
No
Company Secretary Required
Yes
Standard Authorized Share Capital
USD 1,000 (up to USD 100,000)
Minimum Paid Up Capital
10% of authorized share capital
Corporate Seal
No
Local Requirements
Registered Office/Agent
Yes
Local Secretary
Yes
Local Directors
No
Local Meetings
No
Government Registry of Directors
Yes, not public
Government Registry of Shareholders
Yes, not public
Annual Requirements
Audited Accounts
No
Annual Filing of Returns
Yes
Annual Meeting
No
Meeting Location
Anywhere, proxy also allowed
Incorporation Time
2-4 weeks depending on the time it takes for the client to return the application and supporting docs
