Establishing a Business in Seychelles

Companies operating in Seychelles are governed by the Companies Act 1972. The promoter has to register their business at the office of the Registrar General. The Act stipulates that in order to engage in any business activity a company shall be registered with the Registrar of Companies. A declaration should accompany the Memorandum of Association to be submitted by the company.

There is a variety of legal forms under which an enterprise may establish a commercial presence in Seychelles.
 

  • As an individual using his or her name.
  • As a partnership. A minimum of two and maximum of ten individuals may form a partnership. The liability of the partners is not limited.
  • A proprietary company, otherwise known as Pty. Ltd. This is the equivalent of a private company and may comprise between two and fifty members with limited liability.
  • A limited company. This is the equivalent of a public limited company with unlimited number of shareholders.


Registration of local companies
Registration of Foreign Companies
Formation of Companies (Incorporation)

Registration of local companies

The Memorandum and Article of Association should be lodged to the Registrar together with the following:
 

  • A statutory declaration made by a notary or an Attorney-At-Law engaged in the formation of the company stating that all of the requirements of the Act have been compiled with;
  • A certificate from the notary, legal practitioners or an approved company auditor as the identity of the subscribers to the memorandum and other persons named as officers. The Memorandum or the Articles should contain the names of at least two persons who are to be the first directors of the company if the company is a proprietary company.


Registration of Foreign Companies

A foreign company is required, before it establishes a place of business or commence to carry business in Seychelles, to lodge the following with the Registrar for registration:
 

  • A certified copy of the certificate of incorporation or registration from the place of incorporation or origin or a document of similar effect;
  • A certified copy of its charter, statutes, memorandum and articles of association or other instrument constituting or defining its constitution.
  • A list of its directors containing particulars with respect to its directors as are required to be contained in the register of directors, managers and secretaries of the company incorporation under the Act;
  • A memorandum stating the powers of the local directors where directors resident in Seychelles are members of the local board of director;
  • A power of attorney under the seal of the foreign company stating the names and addresses of two or more natural persons resident in Seychelles authorized to accept on its behalf service of process and any notices required to be served on the company;
  • Notice of the situation of its registered office in Seychelles and the days and hours during which it is open and accessible to the public;
  • A statutory declaration in the prescribed form made by the agents of the company.


Formation of Companies (Incorporation)

Two or more persons associated for any lawful purpose may form an incorporated company. A company may be:
 

  • A company limited by shares
  • An unlimited company


A company, association or partnership consisting of more than 20 persons, cannot be formed for the purpose of carrying a business that has for its object the acquisition of gain by the company, association or partnership, or the individual members, unless it is registered under the Act (incorporated). This does not apply to an association or a partnership formed for the purpose of carrying on a profession or calling.

A company having a share capital may be incorporated as a proprietary (private) company if its memorandum or articles of association:

Restricts the right to transfer its shares;
Limits to not more than 50 the number of its members;
Prohibits an invitation to the public to subscribe for any shares in or debentures of the company; and
Prohibits an invitation to the public to deposit money with the company for fixed periods or payable at call, whether bearing or not bearing interest.

 

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