Home Knowledge Other Jurisdictions Offshore Company Registration Seychelles SEYCHELLES COMPANIES (SPECIAL LICENCES) ACT, 2003 (English Version Only)
SEYCHELLES
COMPANIES (SPECIAL LICENCES) ACT, 2003
ARRANGEMENT OF SECTIONS
Short title and commencement
1. |
This Act may be cited as the Companies (Special Licences) Act, 2003 and shall come into operation on such date as the Minister may, by notice in the Gazette, appoint. |
Interpretation
2. |
In this Act, "Authority" means the Seychelles International Business Authority established by the Seychelles International Business Authority Act (Cap 216A): "relevant company" is a company that is incorporated or continued in accordance with section 7 or section 17 of this Act; "Registrar of Companies" means the Registrar of Companies appointed under section 329 of the Companies Act, 1972; "prescribed" means prescribed by regulations made under this Act. |
This Act to prevail over certain laws
3. |
Notwithstanding anything to the contrary in the Companies Act, 1972 or the International Business Companies Act, the provisions of this Act shall apply to, and in respect of, a relevant company. |
Objects of a relevant company
4. |
The objects of a relevant company as stated in its memorandum shall be limited to the carrying on of any one or more of the businesses specified in Schedule 1. |
Application for approval of Authority and incorporation
5. |
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Documents forwarded to Registrar
6. |
Where the approval referred to in section 5 is granted, the certificate of such approval and the documents referred to in section 5(2)(c), (d) and (e) in triplicate together with the written consent of the directors and the secretary to act as such shall be forwarded by the Authority to the Registrar of Companies. |
Incorporation
7. |
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Effect of incorporation
8. |
Where a relevant company is incorporated or continued in accordance with section 7 or section 15 as the case may be, the provisions of the Companies Act shall, subject to any provision to the contrary in this Act, apply to and in respect of that company. |
Special Licence
9. |
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Revocation of licence, etc
10. |
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Shares
11. |
A relevant company - (a) shall not issue bearer shares; (b) may issue shares to persons who are the nominees of other persons provided that the names and addresses of those other persons are recorded in the register of shares. |
Management
12. |
The business and affairs of a relevant company shall be managed by a board of directors consisting of at least two individuals. |
Secretary
13. |
(1) A relevant company shall at all times have a secretary of the company and such secretary shall be a resident of Seychelles or a body corporate incorporated in Seychelles. (2) All applications made and all documents required to be submitted to the Registrar or the Authority under any Act by a relevant company shall be made or submitted through the secretary who or which shall verify in writing the signature of any person appearing on the application or document. (3) The secretary may accept service on behalf of the relevant company and any service accepted by the secretary shall be deemed to have been accepted by the company. |
Meetings and resolutions
14. |
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Annual return and accounts
15. |
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Continuation of an IBC or a foreign company
16. |
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Effect of continuation
17. |
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Continuation outside Seychelles
18. |
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Reservation of name
19. |
The Authority may reserve the proposed name of a relevant company pending the incorporation of that company and issue a certificate stating the name so reserved if an application is made for that purpose in the prescribed manner. |
Exemptions
20. |
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Taxation
21. |
Where a relevant company is granted a licence under section 9,
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Preservation of secrecy etc.
22. |
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Fees
23. |
In respect of the several matters mentioned in the first ices column of the table set out in Schedule 3 to this Act, there shall be paid to the Authority the several fees specified in the second column of the table. |
Regulations
24. |
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SCHEDULE 1
Section 4
Investment management and advice
Offshore banking
Offshore insurance
Reinsurance
Business of (a) an investment company
(b) a holding company
(c) a marketing company
(d) a company holding intellectual property
(e) a headquarters company
(f) a human resources company
(g) a franchise company
Business under an ITZ licence
Any other business approved by the Authority
SCHEDULE 2
RATES OF TAX
Section 21
1. |
The rate of the tax payable by a relevant company in respect of its taxable income is 1.5%. |
2. |
The rates of withholding tax under Part IV of the Business Tax Act are as follows:- (a) in respect of dividend paid to a resident ?Nil (b) in respect of dividend paid to a non-resident ?Nil (c) in respect of interest paid to a resident ?Nil (d) in respect of interest paid to a non-resident ?Nil (e) in espect of royalty paid to a non-resident for the use of, or the right to use, any copyright, patent, design or model or plan or trademark ?Nil (f) in respect of royalty paid to a non-resident in respect of the supply of scientific, technical, industrial or commercial knowledge, information or services ?Nil (g) in respect of royalty paid to a non-resident for the use of, or the right to use, any secret formula, process or know-how whether the know-how is technical. managerial or otherwise and any other intellectual property or right ?Nil (h) in respect of royalty paid to a non-resident for the use of, or the right to use, any industrial, commercial or scientific equipment ?Nil. |
SCHEDULE 3
FEES
Section 23
(a) An application for incorporation US$200
(b) Annual licence fee US$1000
(c) Annual return filing fee US$200
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