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Seychelles International Business Company
Seychelles Special License Company (CSL)
IBC and CSL: Corporate Features
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Offshore Banking in Seychelles
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Special License Companies (abbreviated CSL) are formed under the Companies (Special License) Act, 2003. CSL may carry on permitted business inside as well as outside of Seychelles.

Actually, the CSL entity is a Seychelles domestic company formed under the Companies Act 1972, which is granted a special licence under the Act. A CSL has substantial statutory tax advantages (see Offshore Legal and Tax Regime), including access to the Seychelles Double Tax Agreements.

A CSL is more complex and more expensive than the traditional IBC, but it has a number of advantages. First of all, being a low-tax company, it may bypass foreign blacklisting (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. A CSL is formally considered tax-resident in Seychelles, that allows for easier conduct of its business abroad, attracting less suspicion and scrutiny.

A Special License Company is the appropriate vehicle if the proposed business requires specific regulation. In particular, the CSL company is granted under the Act by the Seychelles International Business Authority (“SIBA”) to carry on some of the following businesses:

- Investment company

- Holding company

- Marketing company

- Company holding intellectual property

- Headquarters company

- Human resources company

- Franchise company

- Business under an Industrial Trade Zone (“ITZ”) license

- Any other business approved by SIBA

CSL is also the prescribed entity to operate under the Seychelles International Trade Zone License. It is provided by law that a CSL may engage in any other business that has met the approval of the Seychelles International Business Authority. This provision ensures that a CSL may also be used for any of the more traditional businesses, like international trading in goods and provision of services.

CSL Features

- a CSL may carry on any business as permitted under the Schedule to the Act;

- bearer shares are not allowed;

- nominee shares are permitted, but the name and address of beneficial owner is required to be disclosed to the Registrar of Companies. This information is not made publicly available by the Registrar;

- minimum 2 directors are required, who may not be resident of the Seychelles;

- corporate directors are not allowed;

- a Seychelles-resident company secretary is required;

- foreign shareholders are allowed;

- meetings of directors and shareholders can be held anywhere, also by telephone or video;

- nominee shareholders are allowed;

- beneficial ownership information, annual company return and audited accounts must be filed, but they are not made public;

- complete confidentiality is guaranteed except on court order.

Seychelles legislation contains provision for redomiciliation, so foreign or Seychelles IBC may be continued as a CSL, and a CSL, in its turn, may be continued in another jurisdiction.

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 authorities.

Taxation

Unlike an IBC, which is a zero-tax entity, a special License Company is liable to 1.5% tax on its worldwide income. As an exception to the Seychelles territorial tax system, any foreign income derived by a CSL will be treated as Seychelles-sourced. Also, 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.

Oher tax advantages from which the CSL may benefit are:

- Exemption from trade tax on all furniture and equipment imported into Seychelles for office use;

- Exemption under the Social Security Act and from work permit fees for expatriate workers.

These exemptions granted under the Act shall remain in force for a period of ten years from the date of company incorporation. After such period the exemptions shall continue in force unless a written law provides otherwise.

Double Tax Treaty Benefits

A CSL is qualified as "tax-resident" in Seychelles (unlike an IBC). That gives some benefits the main of which is access to the growing number of international agreements for the avoidance of double taxation. The Seychelles has a number of Double Taxation Treaties between Seychelles and China, South Africa, Indonesia, Oman, Zimbabwe, Malaysia, Botswana, Thailand and Mauritius. More treaties are currently being negotiated. For those CSL's 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.

Secrecy

The actual beneficial owners of the CSL must be identified during the Special License Application procedure, together with detailed business plan and substantial personal details. None of this information becomes accessible to public. There are strict secrecy provisions in the Law, providing that all information gathered during the Special License Application remains strictly confidential.

Application procedure

An application for incorporating a Special License Company should be made to the Registrar of Companies. This application includes substantial amount of information from company beneficial owner, and the request for company incorporation subject to the approval of SIBA. There are also some more formal documents which are usually prepared independently.

The CSL Application file must contain the following documents:

- Completed application form,

- Declaration Certificates by the Directors and Secretary, in triplicate,

- A written declaration containing the names and addresses of the directors and the secretary and the address of the company registered office, in triplicate,

- Names and addresses of shareholders and, where any such shareholder is a nominee, the name and address of the person on whose behalf the shares are held by the nominee,

- due diligence documents, including certified copy of passport, proof of address, bank reference, and a curriculum vitae of every beneficial owner, shareholder or director of the company,

- a business plan, providing general overview of the proposed business activity, indicating objectives of the company, a 3-year financial forecast, the description of the markets and marketing strategy, details about the initial working capital, the date of proposed commencement of business. All this information can only be provided by the client.

A Certificate of Approval will be issued by SIBA, upon review and approval of the CSL Application, which 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. The new company can start its operations immediately upon issue of the Certificate of Incorporation by the Registrar. Then SIBA would issue the new company with the Special License, based on the information provided in the initial CSL Application, at this stage the new firm would become a proper Special License Company.

Government Fees

There are following government fees for a Seychelles CSL:

- a one-time application fee - US$ 200.00

- Annual License fee - US$ 1000.00

- Annual return filing fee - US$ 200.00