Company Incorporation
Seychelles

Seychelles Special License Company (CSL)

Seychelles Special License Company – abbreviated "CSL" – is a new entity introduced by the Seychelles Companies (Special Licenses) Act 2003. While it is more complex and more expensive than the traditional IBC, a CSL has a number of great advantages.

The most attractive feature of the CSL is its ability to bypass foreign blacklisting by being a low-tax company (as opposed to a zero-tax company, like IBC). A CSL is also able to access and use the growing number of double tax avoidance treaties concluded by Seychelles. These treaty benefits are not accessible to IBCs. Unlike an IBC, a CSL is formally considered tax-resident in Seychelles, which in turn allows for easier conduct of its business abroad, attracting less suspicion and scrutiny.

The CSL is formed under the general provisions of the "domestic" Seychelles Companies Act 1972. Its special tax regime and other features are prescribed by the Seychelles Companies (Special Licenses) Act 2003.

Low tax

Unlike an IBC, which is a zero-tax entity, a Special License Company is liable to 1.5% tax on its worldwide income. Apart from that, a CSL is exempt from any withholding taxes on dividends, interest and royalties, and from stamp duties on any property or share transfers and transactions.

Domestic qualification and tax treaty benefits

Unlike an IBC, a CSL qualifies as “tax-resident" in Seychelles. Therefore it has access to the growing number of international agreements for the avoidance of double taxation. Such agreements have been concluded by Seychelles with China, South Africa, Oman, Indonesia, Zimbabwe, Malaysia, Botswana, Thailand and Mauritius. Several other countries such as Belgium shall also be included in the list.

A Seychelles CSL is also formally permitted to operate within the Republic of Seychelles. While it may seem to have a limited value from the pure sales point of view, this feature may be quite useful for some international businesses. By placing some of its customer support services, parts of logistics, administration or technical services in Seychelles, a CSL may achieve some of its business goals, while at the same time enjoying unrivalled fiscal benefits. For those Special License Companies which would utilize such option, the law provides for further exemptions. In particular, CSL is exempted from duties on all imported equipment, necessary for its operation, and from the tax payments under the Social Security Act.

Special operational objects

A Special License Company is the appropriate vehicle if the proposed business requires specific regulation. In particular, the Companies (Special Licenses) Act 2003 prescribes that a CSL may be organized to undertake the business of investment management and advice, offshore banking, offshore insurance and re-insurance, investment services, holding, marketing, intellectual property and franchise, human resources, and it may operate as a headquarters or holding company. CSL is also the prescribed entity to operate under the Seychelles International Trade Zone License. The law also provides that a CSL may engage in any other business that has met the approval of the Seychelles International Business Authority. This cover-all provision effectively ensures that a CSL may also be used for any of the more traditional businesses – like international trading in goods and provision of services.

[!] Important note: although the general provisions of the Companies (Special Licenses) Act 2003 provide that a CSL may carry out the activities of offshore banking and insurance, engagement into these particular activities would require special additional licensing by the Central Bank or by other appropriate Government authority.

Application procedure

Creation of a Special License Company is NOT a formal, one-for-all process. It requires preparation of a detailed Application for the Seychelles International Business Authority (SIBA). This requires substantial amount of information from the client (beneficial owner) of the company.

Alongside several more formal documents, which we would normally be able to prepare independently, the CSL Application file must contain a business plan, indicating objectives of the company, the exact type of activity the company will carry out, a 3-year financial forecast, description of the markets and marketing strategy and details about the company capitalisation. This information can only be provided by the client.

For every beneficial owner, shareholder or director of the Company, a set of due diligence documents will have to be provided alongside the Application. Those include a certified copy of passport, proof of address, bank reference, and a curriculum vitae. Each of those individuals would also need to complete a Personal Application Form.

Upon review and approval of the CSL Application by SIBA, they would issue a Certificate of Approval. This preliminary certificate would enable the registration of the new Company by the Seychelles (domestic) Registrar of Companies. At this stage, the primary incorporation documents of the new company would go to the Registrar of Companies, for proper incorporation.

Upon issue of the Certificate of Incorporation by the Registrar, the new company would come into existence.


 

Secrecy

The creation of a Special License Company does not happen anonymously. During the Special License Application, the actual beneficial owners of the CSL must be identified. A detailed business plan and substantial personal details have to be submitted. This information remains on file with the Seychelles International Business Authority. However, none of this information ever becomes accessible to public, neither it can be divulged to any foreign governments. There are strict secrecy provisions in the Law, providing that all information gathered during the Special License Application remains strictly confidential.

Unlike many of its competitors, Seychelles is an independent country. As such, it is not sharing or reporting information to any overseas “principal state", or organization. Seychelles is not subject to the EU Savings Tax Directive, as are some other offshore tax havens related to the EU member states (primarily UK and its overseas territories).

Main characteristics of the Seychelles Special License Companies

STANDARD FEES - SEYCHELLES CSL

GENERAL

• Professional fees in relation to assistance with the Seychelles US$ 2500
Special Licence Company Application. Includes also incorporation
of the underlying Company and provision of the legal Declaration
of Compliance (under the domestic Companies Act 1974), obtaining
of the original Certificate of Incorporation. The documents will include
Certificate of Incorporation, Memorandum of Association, Articles
of Association, Resolution for Appointment of Director and Allocation
of shares, Share Certificate(s), Transfer Forms as may be applicable.

• CSL Application Fee (one-off fee), payable to Government. US$ 200

• CSL Annual Licence Fee (first year), payable to Government. US$ 1000
Same amount annually thereafter, starting from 2nd year.

• Provision of the Registered Address and Agent in Seychelles. FREE
Free for the first Year

• Provision of the Resident Secretary (mandatory requirement for US$ 200
a CSL). Same amount annually thereafter, starting from 2nd year.

TOTAL US$ 3900
 

Second Year subsequently US$ 2900
(OPTIONAL)

• Provision of a corporate nominee shareholder.
Same amount annually thereafter, starting from 2nd year. US$ 300

• Provision of private nominee shareholder US$ 400
Same amount annually thereafter, starting from 2nd year.

• Provision of local individual nominee director. US$ 400
Same amount annually thereafter, starting from 2nd year.

• Obtaining one Notarial certification on a document or a set of US$ 150
certified copies.

• Obtaining Apostille legalisation on a Notarised document or on US$ 150
a public document.

• Obtaining Certificate of Good Standing for Company. US$ 150

• Bank introduction US$ 500
(Subject to client status)

• Amendment of Memorandum or Articles of Association. US$ 150

• Signature by nominee of a specific additional documentation US$ 20
(resolutions, contracts, forms, etc.) Outside the scope of the (per signature)
regular incorporation work.

• Miscellaneous non-standard work in relation to company US$ 60
management to be carried out by a qualified member of staff (per hour)
as and when specifically requested by client (perusal, preparation,
modification and issue of legal and commercial documents,
correspondence, responses to third-party inquiries, and similar).

Delivery – Courier (FedEx): Varies depending on destination US$ 100

Contact us if you want to order a Seychelles Special License Company (CSL)