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The Companies Special License (CSL) is regulated by the “Companies (Special Licenses) Act, 2003” (the “Act”). The CSL entity is a Seychelles domestic company to which a special license is granted under the Act by the Seychelles International Business Authority (“SIBA”) to carry on some of the following businesses:
An investment company
A holding company
A marketing company
A company holding intellectual property
A headquarters company
A human resources company
A franchise company
Business under an Industrial Trade Zone (“ITZ”) license
Any other business approved by SIBA
Key features of the CSL are:
Nominee shareholders allowed
Bearer shares are not permitted
Minimum of two directors who may not be resident in the Seychelles. Corporate directors are not allowed
Seychelles resident secretary, corporate or individual, required
Requirement to file accounts, returns and beneficial ownership information, which are not made public
Continuation or redomiciliation as a CSL allowed
CSL can be continued in another jurisdiction
Confidentiality guaranteed except on court order
A CSL has substantial statutory tax advantages including access to the Seychelles double taxation agreements (DTA). The Seychelles has a number of DTAs with several countries. More treaties are currently being negotiated.
The CSL also benefits from the following additional tax advantages:
Liable to Seychelles business tax at the rate of 1.5% on its world-wide income (as an exception to the Seychelles territorial tax system, any foreign income derived by a CSL will be deemed to be Seychelles-sourced income)
Exemption from withholding taxes on dividends, interest and royalties
Exemption from stamp duty on property transfers, share transfers and other business transactions
Exemption from trades’ tax on all furniture and equipment imported into Seychelles for office use
Exemptions 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 incorporation of a relevant company, and after such period the exemptions shall continue in force unless a written law provides otherwise.
Application for incorporation
An application for incorporation should be made to the Registrar of Companies, through SIBA, requesting that the company be incorporated subject to the approval of SIBA. The following documents should be submitted:
Completed prescribed application form
Declaration Certificates, in triplicate, by the Directors and Secretary
A written declaration, in triplicate, containing the names and addresses of the directors and the
secretary and the address of the registered office of the company.
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
A business plan
Submission of due diligence documents
The Business Plan should provide a general overview of the business activity that the applicant proposes to conduct under a Special License and should include the following information:
Objective of the company
The type of activity the applicant proposes to engage in
Three year cash flow forecasts
Market details
Marketing strategy
Initial working capital
Date of proposed commencement of business
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