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Seychelles Limited Liability Company (LLC)

A Seychelles Limited Liability Company (LLC) can be incorporated under the Companies Act of 1972. Instead of being called a “limited liability company”, in the Seychelles this type of company is called a “proprietary company” using the abbreviation “Pty. Ltd.” Instead of “LLC”. In essence, it is a private company whose shareholders possess limited liability.

Background
The Seychelles are a chain of over 100 islands in the Indian Ocean. Officially called the “Republic of Seychelles”. Independence was granted in 1976 from the United Kingdom. Its political system is a unitary presidential republic with a democratically elected legislature and a president.

Benefits

A Seychelles Limited Liability Company (LLC) has the following benefits:

No Taxes: A Seychelles Pty. Ltd. (LLC) company enjoys totally tax free profits as long as every member is a foreigner and all income is earned outside of the Seychelles. However, U.S. taxpayers and anyone subject to global taxation must report all income to their tax authorities.

100% Foreign Ownership: The Pty. Ltd. can be 100% owned by foreigners.

Privacy: Shareholders’ names are not in any public records.

Limited Liability: Shareholders’ liabilities are limited to their shares in the company’s capital.

Two Shareholders: The minimum number of shareholders is two to form a Pty. Ltd.

No Director: The law does not require a director.

Low Cost Registration: Incorporation registration fee can be as low as $150 USD.

No Minimum Capital: There is no required minimum capital.

English: The official language of the Seychelles is English.

LLC Company Name
The LLC must choose a trade name which will not resemble any other Seychelles company name.

LLC’s must end their company name with either “Limited Liability Company” or its abbreviation “LLC”; or “Proprietary Company” or its abbreviation “Pty. Ltd.”.

Business Activities
While this type of company can conduct business in the Seychelles with citizens and residents, they can also be used by foreigners wishing to conduct business outside of the Seychelles.

Registration
To register a Pty. Ltd. In the Seychelles the company’s agent must file a Memorandum and an Articles of Association along with a simple declaration with the Registrar General. The statutory declaration must be prepared by an attorney declaring all requirements of the Act have been met. The declaration must be signed in front of a notary.

Either the Memorandum or the Articles of Association must identify the subscribers, officers, and the initial two directors of the Pty. Ltd.

Fees: Upon incorporation, a Pty. Ltd. with a declared capital divided into shares pays $150 USD if the nominal capital does not exceed $2,000 USD. If the capital exceeds $2,000 USD, $200 USD plus $15 USD for every increase of $2,000 USD.

Limited Liability
Members’ liability is limited to their shares in the company’s capital.

Memorandum of Association (Memorandum)
The following information is required to be included in the company’s Memorandum:

• Company Name – Must end with either “Limited Liability Company” or its abbreviation “LLC”; or “Proprietary Company” or its abbreviation “Pty. Ltd.”.

• Address of its Seychelles registered office;

• Purpose – Sets out the purpose and/or objectives of the company or corporation;

• Limited Liability – Include a declaration that the members’ liability are limited;

• Capital – The amount of the capital divided into shares with fixed amounts;

• Shares – The number of issued shares for each subscriber (minimum of two) including the subscriber’s name;

• Signatures – Each subscriber must sign in front of a witness who also signs the Memorandum. If declaring share capital, the subscriber acknowledges the number of shares issued to his or her name.

Articles of Association
The purpose for the Articles is to describe the company’s regulations.

Limited Shares: A company limited by shares does not have to register an Articles of Association with its Memorandum. However, by choosing not to register, the company will be subject to Table A of the First Schedule of the Companies Act. Registering Articles of Association can exclude Table A or accept them entirely or in part (parts of Table A not excluded will apply).

Signatures – The Articles must be signed by each subscriber in front of a witness who must also sign the Articles.

Members
A minimum of two members are required to form a Pty. Ltd. in the Seychelles. The maximum members allowed is fifty. Members can be from any country. There is no requirement for locals to be members.

A register of members is required to be maintained at the company’s registered office which can be inspected by the government at any time. Companies with a capital limited by shares, the register must also include the number of shares held by each member.

Incorporation
A Pty. Ltd. has the option to operate as a private company with no shares or as a corporation with shareholders. However, if the company has 20 or more members, then it will be required to incorporate. If incorporation is desired by less than 20 members, it is an option.

In order to incorporate, the Memorandum and Articles of Association must be amended to include the following terms:

• Limits the maximum number of shareholders to 50;

• Restricts the right to transfer shares;

• Prohibits the public from being invited to become subscribers of shares or debentures of the corporation; and

• Prohibits invitations to the public to deposit funds with the corporation which are either payable at call or for fixed periods, whether or not bearing interest.

Shares can be issued. However, bearer shares cannot be issued. Shares can be held by nominees.

Directors
The Companies Act does not have provisions regarding directors. However, every corporation having shares must file details regarding their directors including names with every annual return. In addition, companies are required to maintain a register of their directors at the registered office along with filing a copy with the Registrar including any changes.

The Act does not address directors’ resolutions and meetings which should be detailed in the Articles.

Annual Return
Companies with its capital divided into shares must file an annual return with the Registrar. The return must include complete details of the share capital, directors and shareholders.

Registered Office and Agent
A Pty. Ltd. must appoint a local registered agent and maintain a registered office in the Seychelles.

Minimum Capital
There is no minimum capital requirement.

Annual General Meeting
An annual general meetings of members (or shareholders) is required.

The Act provides for members’ special resolutions approved by at least two-thirds of the total voting membership. The Act does not address ordinary resolutions so a simple majority of the members present at the meeting will be sufficient to pass.

Taxes
Since a Pty. Ltd. can engage in commercial activities with Seychelles citizens and residents, it will be subject to income taxes. However, if all its members (shareholders) are foreigners and all income is derived outside of the country, no corporate or income taxes will be owed.

Resident Seychelles companies pay a flat 15% income tax on its global income. “Resident” depends upon where the company is controlled and managed and if 50% or more of the board of directors are Seychelles residents. However, even if designated as a “resident” company, if at least 90% of its profits are earned outside of the Seychelles, only a flat 1% income will be imposed instead of the normal 15% rate.

However, U.S. taxpayers along with anyone subject to global taxation must declare all income to their respective tax agencies.

Public Records
The public records only contain the Memorandum and Articles of Association. Only the names of the directors are included in these documents. Shareholders names are not included in the public records. Otherwise, the public records are available for public inspection.

Registration Time
A Seychelles Pty. Ltd. can be registered in a few days.

Shelf Companies
Shelf companies are available for purchase in the Seychelles.

Conclusion

A Seychelles Limited Liability Company (LLC) has these benefits: no taxation, 100% foreign ownership, limited liability, privacy for shareholders, two shareholders required, no required directors, low registration fees, no required minimum capital, and English is its official language.