Seychelles Company Formation

A Seychelles company for a non-resident is, in almost every case, an International Business Company (IBC) under the International Business Companies Act, 2016. The Financial Services Authority (FSA) runs the register, and only a Seychelles-licensed corporate service provider, the registered agent, can file the incorporation application. You do not apply to the registry yourself. We coordinate the file with the agent and keep the filing calendar afterwards.

The statutory fee is low. The Second Schedule of the IBC Act sets US$130 to incorporate an ordinary IBC and US$140 each year, in the FSA's consolidation to 24 August 2026. That is lower than most quotes you will see for a Seychelles company. We found no government fee, in the Act or in the FSA's fee tables, that explains the gap, so as far as we could verify the difference is the registered agent's fee and the provider's own charges. Ask any provider, including us, to show the statutory fee and its own fee as separate lines. We confirm our own fee in a written quote; this page shows regulator fees only.

Two points set Seychelles apart from the usual offshore pitch. First, Act 13 of 2026, assented on 11 August 2026, changes who is visible: first directors must be appointed within 30 days, nominee status and the nominator must be recorded in the director register by 31 December 2026, and the names and appointment dates of current directors go on the public registry from 1 January 2027. The section on the 2026 amendment sets it out. Second, the substance rule is narrower than in the Caribbean jurisdictions: it sits in the Business Tax Act and bites only on large groups.

An IBC is a vehicle, not a licence. It cannot carry on banking, insurance, securities, fund, gambling or virtual-asset business without the matching authorisation. For a crypto operation, start with our Seychelles crypto licence page. To compare routes, use the company formation hub or the pages for the BVI, Belize, the Marshall Islands and Mauritius. For payment accounts, see our high-risk merchant accounts service.

The Seychelles Revenue Commission (SRC) states the company business tax rate as 15% on the first SCR 1 million and 25% above. It also states that the country has historically taxed only income sourced in Seychelles, and that activities conducted overseas by a Seychelles business and passive income received from a non-resident were not taxable, subject to the substance test for covered companies that applies from 16 September 2021 (see the next section). On our reading of the Business Tax Act, a company that is not a covered company has Seychelles-source income only when it comes from activities conducted, goods situated or rights used in Seychelles. We confirm the exact wording of section 5 with you before anyone relies on it.

So an ordinary IBC that does its business outside Seychelles generally has no Seychelles-source income and no Seychelles business tax on it. That is not the same as "no tax". The SRC says the business tax return is due by 31 March each year irrespective of tax liability or loss; whether an IBC with no Seychelles-source income must lodge a nil return is something we confirm with the agent and the SRC at engagement. If an IBC does earn assessable income in Seychelles, it must notify the Registrar within one month of the first such income, with a penalty of up to US$10,000 (IBC Act s361). Instruments for formation and share transfers are exempt from stamp duty unless Seychelles immovable property is involved (s362).

Where the page stops: forming a company does not move the owner's tax residence. The tax authority of the owner's country decides how the company's profit is taxed, whether controlled-foreign-company rules apply, and whether a company managed from that country is resident there. Seychelles runs automatic exchange of account information, and a bank will report the company's controlling persons to their tax authority. The Global Forum rated Seychelles Largely Compliant in its January 2026 report. We did not find a primary-source statement on capital gains tax or dividend withholding, so we give no rate for either; other pages repeat "no capital gains tax" and we will not until we can cite it.

Probably not, if the company is small, but the rule is real and it is not the one most pages describe. Unlike the BVI or the Cayman Islands, we found no standalone Seychelles substance statute with an annual relevant-activities return. The rule is in the Business Tax Act (Cap 20), section 5 and the Eleventh Schedule, "Qualifying companies", inserted by the Business Tax (Amendment) Act 2020 (Act 2 of 2021). The SRC says the revised approach applies from 16 September 2021.

It applies to a company that, alone or as a group on a consolidated basis, exceeds at least two of three tests: a balance sheet total above EUR 20 million equivalent, net turnover above EUR 40 million equivalent, or more than 250 employees on average. A small IBC is outside it. A company inside it is a covered company, and foreign passive income stays outside Seychelles tax only if the company is a qualifying company with adequate economic substance.

Adequate substance in the Schedule means the company has complied with its IBC Act and Companies Act filing duties, has adequate human resources and premises in Seychelles for holding and managing investment assets, and, unless it only holds equity or real estate, takes its strategic decisions, manages and bears its principal risks and incurs adequate expenditure in Seychelles. Premises and risk functions can be outsourced if the outsourcing is adequately supervised and performed in Seychelles. The consequence of failing is tax: the foreign passive income is treated as Seychelles-source. It is a tax-sourcing test.

What we could not verify: some providers describe an annual economic substance declaration filed with the SRC. We found no primary text for a declaration form, a filing deadline or a substance-specific penalty, and we did not open the SRC's guidance notes on the Eleventh Schedule. We confirm these with the SRC before telling you anything about deadlines or penalties. Separately, a registered office and agent in Seychelles are an IBC Act requirement, not substance in the tax sense, and your home country may apply its own management-and-control test to a company you run from there.

Today the public registry shows the company name and number, the incorporation date, the registered office address, striking-off and restoration dates, and whatever else the Registrar decides to show (IBC Act s346 and s347). Anyone can inspect the register or a company file for US$10 and ask for a certified copy for US$25. The registers of members and of beneficial owners are not filed by default (filing is optional, s349), and accounts are not filed (s350). From 1 January 2027 the registry also shows the names and appointment dates of current directors; the next section covers it.

Beneficial ownership is a separate, non-public regime under the Beneficial Ownership Act, 2020. A beneficial owner is a natural person who ultimately owns or controls 10% or more of the ownership interest or voting rights (Regulation 3(2), as amended by S.I. 64 of 2025), or who controls the company by other means, or, as a last resort, the senior managing official. The company keeps the register at the registered agent's place of business, and the agent uploads it to the Financial Intelligence Unit database within 14 days of setting it up and of each change.

The register is not public. Directors and members may inspect it, and a listed beneficial owner may see their own entry. The Act's second schedule lists who may access the database: competent authorities such as the FSA, the Seychelles Revenue Commission and the Financial Intelligence Unit, and also licensed banks and licensed corporate service providers. A person who becomes a beneficial owner, or changes, declares it to the company within 21 days. Failing to keep an accurate register is punishable by a fine of up to SCR 150,000 per failure on the company and again on each director, and it is also a ground for striking the company off.

Put together, the old pitch of a private Seychelles company is out of date: the authorities, banks and the agent see the owners, banks report controlling persons under automatic exchange, and director names are about to be public.

The International Business Companies (Amendment) Act, 2026 (Act 13 of 2026) was passed by the National Assembly on 4 August 2026, assented on 11 August 2026 and published in a Gazette supplement dated 24 August 2026. It has six sections and changes four things.

The part that affects the most owners is the public registry. The Act amends the sections on the public Register (s346) and on the certificate of official search (s352) so that both show the name and date of appointment of each company's current directors, notwithstanding the confidentiality of the filed register of directors. That is the whole of the new public information in the Act: names and appointment dates. It does not publish directors' addresses, identity numbers or the shareholders. The Act states that this takes effect from 1 January 2027, so any statement that the directors of a Seychelles company are private is out of date from that day, for companies already on the register as well as new ones.

The nominee rule is separate. A nominee director is a person who routinely exercises the functions of a director on behalf of, and subject to the instructions of, a nominator. The register of directors must now record the nominee status of any director or alternate director and the identity of the nominator (for an individual: name, address, date of birth, nationality and national identity number or equivalent). Existing companies must comply by 31 December 2026. As we read the Act, the nominator's details go into the director register filed with the Registrar, and the Act does not publish them. Earlier amendments already require nominee members to file a declaration with the company within 21 days (2025, offence up to one year or US$10,000) and put nominator details in the register of members (2024). We arrange nominee directors and nominee shareholders only through a licensed agent, where the law allows.

On dates: the Act has no commencement clause in the text we read, so we do not give a start date for the Act as a whole. We state only the dates the Act itself states: the 30-day limit for first directors (which replaced nine months), the 31 December 2026 deadline for nominee disclosure and the 1 January 2027 date for publishing director names. We check the signed Gazette copy and the position on commencement with you at engagement.

An IBC cannot carry on banking business itself, in or outside Seychelles (IBC Act s5(2)). Opening an account is up to a bank, which runs its own KYC on the company and the people behind it. Licensed banks are among the entities the Beneficial Ownership Act lists for access to the beneficial-ownership database, and the bank's own KYC follows its own rules. We found no primary source that says which banks open accounts for non-resident IBCs, how long it takes, what the minimum deposit is or how often they refuse, so we quote none of that.

One fact that matters: Seychelles was removed from Annex II of the EU list of non-cooperative jurisdictions on 17 February 2026, according to the Seychelles Ministry of Finance, after the Global Forum rated it Largely Compliant on exchange of information in January 2026. In our reading, that removes one reason foreign banks cite for declining Seychelles companies. It does not oblige any bank to say yes, and the lists change, so check the current EU list before you rely on this.

For gaming and crypto companies the account is an EMI or neobank account, not a traditional bank account, and the application needs the licence file behind it. Our guides on a gaming company bank account and on crypto-friendly banking cover how that works, and the high-risk merchant accounts page covers card acceptance. Treat the bank account as a separate project with its own timeline, not as part of the incorporation.

Incorporation is not a licence. In Circular 5 of 2026 (14 August 2026) the FSA reminded all IBCs of the limits in section 5 of the IBC Act, after finding IBCs conducting regulated activities in foreign jurisdictions without the licence. The circular says incorporation does not constitute or substitute any licence, that an IBC must disclose the authority it acts under on its website, contracts and marketing, and that it must not suggest FSA licensing or endorsement. A breach of section 5 carries a fine of up to US$50,000.

Without a licence an IBC cannot carry on: banking business, in or outside Seychelles; insurance business; international corporate, trustee or foundation services; securities business; mutual fund business; gambling business, including interactive gambling, in or outside Seychelles, unless licensed or otherwise legally able to do it under the law of the country where it operates; or virtual-asset services in or from Seychelles unless licensed under the VASP Act. The Act also bars mining and mixers, and bars issuing or promoting an ICO or NFT in or from Seychelles without authorisation. The FSA puts a breach of the VASP Act provisions at up to SCR 5,250,000.

On gaming: Seychelles has its own Gambling Act 2014 and the FSA licenses interactive gambling, so a plain IBC is not a gaming licence. We do not run Seychelles gaming licences. Our applicant company for the Anjouan, Tobique, Tuvalu, Kahnawake and KUNAISA licences is incorporated in Costa Rica; see our guide to setting up a company in Costa Rica and the Costa Rica page. On crypto: a virtual-asset service provider licence is a separate regulated authorisation from the FSA. Capital, fees and the process are on our Seychelles crypto licence page and in the VASP licence guide, and are not repeated here.