Company Special License (CSL) K e y F a c t s

Transcription

1 S e y c h e l l e s Company Special License (CSL) INTRODUCTION The Seychelles Company Special License (Seychelles CSL) is a low tax paying, resident company which is granted special tax status pursuant to special provisions of the Companies (Special Licenses) Act 2003 and the Business Tax Act. The Seychelles CSL is permitted to carry out a number of activities and qualifies for benefit under the various Double Taxation Avoidance Agreements entered into between Seychelles and partner countries. GENERAL Location Seychelles is located in the Indian Ocean 1500 km east of Africa Legal System - Common Law/Civil Law Hybrid Official Languages - English (Business), Creole, French Political Stability - excellent Seychelles is a 100% independent Democratic Republic COMPANY LEGISLATION Companies Act 1972 Companies (Special Licenses) Act 2003 TYPE OF COMPANY Limited Company (w/ Special License ) NAMES Must be in English or French Names must end in Limited PERMITTED ACTIVITIES The Seychelles CSL may be used for the specific provisions indicated in the Seychelles Company (Special Licenses) Act 2003 unless otherwise given express permission to engage in some other business by the Seychelles Financial Services Authority. These include the following: Undertaking the business of investment management and advice Offshore banking (a separate banking license is required) Offshore insurance and re-insurance (a separate insurance license is required) Investment services Marketing Intellectual property holding Franchise Human resources Headquarters or holding company Any other activity approved by the Authority 1

2 SHARE CAPITAL Standard authorized capital is US$10,000 Minimum issued capital is 10% of authorized capital Shares can be issued in any currency SHAREHOLDERS A minimum of two shareholders are required Corporate shareholders permitted minee shareholders permitted Shareholders may be resident or non-residents of Seychelles Shares may be issued with PAR Value, without PAR Value, preference, ordinary, redeemable (may require further licensing) DIRECTORS A minimum of two Directors are required A maximum of twenty Directors are allowed Corporate Directors allowed May be of any Nationality Meetings may be held anywhere in the world, including Seychelles and may be conducted by telephone or electronic means te: in order to access the DTA Agreements entered into by Seychelles it is recommended to have at least a majority of the Directors resident in Seychelles and board meetings be held in Seychelles. Furthermore, consideration as to an appropriate level of substance in Seychelles must be factored for the particular circumstances depending on the nature and scope of the business. COMPANY SECRETARY Local Company Secretary which must be a licensed International Corporate Services Provider PUBLIC FILINGS Shareholders and directors are filed with the Registrar of Companies, but are not publicly accessible. Beneficial owner information must be filed with the Financial Services Authority, but is also not publicly available. Annual audited accounts are filed, but not publicly available. REGISTERED AGENT & OFFICE Seychelles Registered Office is required and must be provided by a licensed International Corporate Services Provider REDOMICILIATION A company in good standing in another jurisdiction or a Seychelles IBC is permitted to continue its existence as a Seychelles CSL A Seychelles CSL in good standing may continue its existence in another country provided the laws of the foreign country permit inbound migration of companies 2

3 GOVERNMENT COSTS There is a non-refundable US$200 application fee paid to the Seychelles Financial Services Authority. Upon approval, Government licensing fees and taxes are a flat US$1000 for the first year and $1000 each subsequent year and are due on the anniversary date of the incorporation of the company on a yearly basis. An annual return filing fee is also payable to the FSA on an annual basis. TAXATION Seychelles CSLs are tax resident companies which are afforded the following concessionary rates: Business Tax - 1.5% income tax on worldwide taxable income. The effective tax rate is often 0% due to foreign tax credit for taxes withheld (i.e. dividend/interest/royalty WHT) in a DTAA partner country and other exemptions Capital Gains Tax - 0% Dividend/Interest/Royalty WHT - 0% whether paid to residents or non-residents There are no provisions for thin capitalization in Seychelles which would otherwise restrict the amount of debt financing of a CSL in terms of the allowed interest deductions on otherwise taxable income. DOUBLE TAXATION AVOIDANCE AGREEMENTS Seychelles has 20 fully ratified Double Tax Avoidance Agreements (as at vember 2015) with Bahrain, Barbados, Botswana, China, Cyprus, Ethiopia, Isle of Man, Indonesia, Malaysia, Mauritius, Monaco, Oman, Qatar, San Marino, South Africa, Thailand, United Arab Emirates, Vietnam, Zambia and Zimbabwe. CORPORATE BOOKS & RECORDS Companies must maintain a Register of Directors, Register of Shareholders, Minute Book and copies of Resolutions; these are maintained by the Company Secretary Required to prepare and file annual audited returns (not public though) INCORPORATION TIME AND FORMALITIES A PCC must prepare and file standard application documents to the Financial Services Authority including an application, personal questionnaires of all connected persons along with the standard formation/incorporation documents for the company itself Applications are generally processed by the Financial Services Authority within 2 weeks Once approved the incorporation documents are forwarded by the FSA to the Registrar of Companies for incorporation of the PCC where it generally takes another 2 weeks Shelf Companies are not allowed COMPANY FORMATION AND INCORPORATION SERVICES Standard Services Initial consultation (up to 30 minutes of advice surrounding basic legal, regulatory and client take on matters only) Compliance and due diligence check (i.e. review of identification documents and source of funds) on up to 2 connected persons in accordance with prevailing AML and regulatory requirements; $200 for each new additional connected person (i.e. has not already submitted DD documents previously for another structure) Preparation of application documents, submission to the FSA and managing to completion 3

4 Preparation and filing of all standard formation documents (i.e. Memorandum and Articles of Association, Particulars of Registered Office, Particulars of Directors and Officers, Share Certificates, Register of Directors, Register of Members and Minutes of Initial Organizational Meeting or Written Resolutions in Lieu of a Meeting) Obtaining Certificate of Incorporation and stamped documents from Registrar of Companies Setup of company and all connected persons in our Company Administration database (ViewPoint Entity Manager) Provision of scanned copy of all documents to the shareholders/directors/client (te: originals must be maintained by the Company Secretary at the Registered Office; however documents or sets of documents can be provided w/ notary or notary & apostille certification) Additional Services The following additional services are available subject to standard charge out rates or a fixed quote for same agreed with the Client in advance: Tax structuring (i.e. analyzing jurisdictions of relevance, nature of business activities/ income, reviewing Double Taxation Avoidance Agreements and suggesting a compliant structure that will minimize net effective taxes through to the beneficial owners). te that this may require tax opinions in one or more jurisdictions which we can arrange subject to those fees being covered by the Client. Custom drafting of Memorandum and Articles of Association Preparation and obtaining one or a set of documents w/ notary or notary & apostille Preparation of a Shareholders Agreement Establishment of an Employee Share Option Scheme Additional licensing as a mutual fund or insurance company Alternative investment/special purpose vehicle structuring Listing services on the Seychelles Securities Exchange ( Trop-X ) And more... ANNUAL SERVICES Standard Services Provision of Registered Office for 1 year Appointment as Company Secretary for 1 year Safe custody of registers, books and records Preparation and filing of Annual Return (FSA Annual Return filing fee of $200 is additional) Filing of audited financial statements Basic advice on standard corporate governance matters relating to statutory and regulatory obligations Free access to our Knowledge Base and Solutions Center Additional Available Services The following additional services are available subject to standard charge out rates or a fixed quote for same agreed with the Client in advance: Offshore bank account introduction services Professional director services (non-executive) Executive director/officer services (e.g. Managing Director, Chief Strategy Officer, Chief Information Officer, Chief Financial Officer, etc.); ask about our managed company solutions for enhanced substance in Seychelles 4

5 minee shareholder services (trusts, foundations and more also available) Drafting/signing of Written Resolutions Organizing, attending, taking and preparing minutes at board and/or general meeting Preparation/review/signing of contracts or agreements Preparation/obtaining Certificate of Incumbency/Good Standing Bookkeeping/accounting services Audit related matters (i.e. preparing accounting records, liaising with auditors through to completion of annual accounts and filing with the FSA, etc.) Virtual Office Services (i.e. provision of Seychelles dedicated telephone number answered in the name of the company, document mailing/forwarding services, Seychelles fax number) Any other services required on request 5

6 SEYCHELLES CSL SUMMARY General Political Stability Legal System Disclosure of Beneficial Owner to Registrar (FSA) Beneficial Owner information public Migration of domicile permitted n-english names allowed Operational objects Tax Resident Very Good Common/Civil Law Hybrid (incoming and outgoing) Must be specific Tax Rate (business tax/wht/capital gains tax) 1.5/0/0% Access to Double Taxation Avoidance Agreements Corporate Requirements Minimum Shareholders Minimum Directors Bearer Shares/Debentures Allowed Corporate Directors Allowed Company Secretary Required Standard Capital (nominal) 1,000,000 shares of $0.01/ each Minimum Paid Up Capital Corporate Seal Required Local Requirements Registered Agent Registered Office Local Company Secretary Local Directors Local Meetings Government Registry of Directors Government Registry of Shareholders Government Registry of Beneficial Owners Annual Requirements Audited Accounts Filing of Annual Returns Annual General Meeting AGM Location Incorporation Time (from receipt of all documents) Licensing/Incorporation Time Two Two 10% of Authorised Capital (yes for DTAA access), seek tax advice, not public, not public, w/ some exceptions Anywhere, seek tax advice 4-6 weeks FSA Fees (CSL) - annual