Company setup

Forming a Seychelles IBC

An International Business Company, incorporated through a licensed registered agent. What it may do, which registers it keeps and where its accounting records must sit.

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Registered by: The Registrar at the Financial Services Authority, through a licensed registered agent
Common structure: International Business Company (IBC)
Needed in Seychelles: A registered agent and a registered office
Every year: The annual fee, and accounting records that have to reach Seychelles at least twice a year when they are kept elsewhere

A company you cannot register yourself.

An International Business Company is a company incorporated under the International Business Companies Act 2016. From incorporation it is a legal entity in its own right, separate from its members.

Only the proposed registered agent can file the application, and that agent has to hold a licence to provide international corporate services. The registered office is the agent's place of business in Seychelles, and almost every later filing goes through the agent as well.

Being incorporated gives no licence for anything. An IBC may not carry on banking business at all, and activities such as insurance, securities, gambling and virtual asset services are restricted or depend on a licence.

The registers and the accounting records are where the duties sit. Records that are kept outside Seychelles have to be lodged at the registered office in Seychelles at least twice a year.

The IBC and its neighbours.

This page is about the IBC. Seychelles law also knows foundations and limited partnerships, each with a registered agent of its own.

International Business Company

Limited by shares, by guarantee or by both. At least one director and one member at all times. A director can be an individual or a body corporate. Bearer shares are prohibited.

Foundation

Registered under the Foundations Act 2009 and a legal entity from the date of registration. It must have a registered agent in Seychelles.

Limited partnership

One or more general partners who are liable for all debts and one or more limited partners who are not, within what the Act and the partnership agreement provide. It must have a licensed registered agent in Seychelles at all times.

Ordinary company

A company registered under the Companies Act, the domestic form. The IBC Act allows an ordinary company to convert into an IBC and the other way around.

From registered agent to first directors.

Engage a licensed registered agent

The agent deals with the Financial Services Authority for you. As a reporting entity under the anti-money laundering law the agent has to identify you and the beneficial owners before or while the relationship is set up, from sources it can rely on.
Memorandum and articles

The memorandum states the name, the registered office in Seychelles, the type of company and the registered agent. For a company with shares it also states the authorised capital and the classes of shares.
Application for incorporation

Filed by the proposed registered agent, with the signed memorandum and articles. If the Registrar is satisfied, the company gets a registration number and a certificate of incorporation.
First directors

Appointed within 30 days of incorporation. This period was nine months until an amendment of August 2026. A copy of the register of directors is filed within 30 days of that appointment.
Register of beneficial owners

Kept at the registered agent's place of business in Seychelles and uploaded to a database of the Financial Intelligence Unit within 14 days. A beneficial owner is a person who ultimately owns or controls 10 percent or more.

What the company owes every year.

The International Business Companies Act sets its penalties in US dollars, the Beneficial Ownership Act in Seychelles rupees. These are the duties that come back.

Annual fee	Due on or before each anniversary of incorporation. A penalty of 10 percent of the fee within 90 days, 50 percent after that
Annual fee unpaid after 180 days	The company is struck off on the 181st day and is dissolved from that date. Restoration can be applied for within five years
Accounting records	Reliable records that explain the company's transactions, preserved for at least 7 years. Penalty up to USD 10,000
Records kept outside Seychelles	Lodged at the registered office in Seychelles at least twice a year. An electronic copy is sufficient
Annual financial summary	Kept at the registered office within 6 months of the end of the financial year. Holding companies that are not large companies are exempt
Register of directors	Kept at the registered office, with a copy filed with the Registrar within 30 days of any change
Register of members	Kept at the registered office in Seychelles, including whether a member is a nominee and for whom
Beneficial owners	Reviewed and verified at least once every calendar year. Penalty up to SCR 150,000 for each failure to keep the register accurate
Tax	For a company that is a member of a multinational group, passive income from abroad counts as Seychelles-sourced unless the company has adequate economic substance in Seychelles. Income from its activities abroad counts as Seychelles-sourced too, unless it belongs to a permanent establishment outside Seychelles

Where Lumea comes in.

Lumea Finance starts with the question whether an IBC fits what you want to do with it, next to the other jurisdictions on this site. Often another structure fits better, and then we say that.

Where an IBC is the right structure, the accounting records the Act asks for are the part to organise from the first day, so the file for Seychelles exists before anyone asks for it.

It starts with a call about your business and where you live. If this jurisdiction is not the right fit for you, we say so.

Common questions.

Can I register a Seychelles IBC myself?

No. Under the International Business Companies Act an application for incorporation can only be filed by the proposed registered agent, and that agent must be licensed to provide international corporate services.

What does an IBC need at a minimum?

At least one director, at least one member, a registered agent and a registered office in Seychelles. A director can be an individual or a body corporate. The first directors are appointed within 30 days of incorporation.

Is the ownership of an IBC public?

The register of beneficial owners is kept by the registered agent, maintained in confidentiality and uploaded to a database run by the Financial Intelligence Unit. Nominee arrangements have to be disclosed in the company's own registers.

Does an IBC have to keep accounts?

Yes. It keeps reliable accounting records for at least 7 years. Records kept outside Seychelles are lodged at the registered office in Seychelles at least twice a year. Every company also prepares an annual financial summary, except a holding company that is not a large company.

Does an IBC pay tax in Seychelles on income from abroad?

The Seychelles Revenue Commission describes the regime as historically territorial. Since September 2021 a company that is a member of a multinational group is treated differently: its passive income from abroad counts as Seychelles-sourced unless it has adequate economic substance, and income from its activities abroad does too unless it belongs to a permanent establishment outside Seychelles. How that applies to one company has to be looked at for that company.

What happens when the annual fee is not paid?

A penalty of 10 percent of the fee if it is paid within 90 days of the due date and 50 percent after that. If it is still unpaid after 180 days the company is struck off and dissolved from that date. Restoration can be applied for within five years.