Registration Requirements for Companies in Seychelles

Are you planning to register a new company in Seychelles? If so, then you need to know that all companies operating in Seychelles are governed by the Companies Act of 1972. Registration is normally done at the office of the Registrar General. According to the Act, all business entities derive their mandate from the Registrar of Companies who issues them with certificate after they submit a declaration letter which is usually accompanied by Memorandum of Association.

Applicants must also:

Submit a declaration letter endorsed by a lawyer who must certify that you have complied with all registration requirements prior to the application for incorporation

The letter must be accompanied by a Memorandum and Articles of Association which must contain signatures from all directors and shareholders of the company.

The Registrar will only give a go ahead if he/she ascertains that the applicant has met all requirements set out in the Companies Act. A certificate for the company will be issued once the Registrar confirms that there is no other company that appears with the proposed name, and that the said company that does not contravene the public order.

The company shall then be registered and given a certificate of incorporation which shall also indicate the date of registration. The certificate shall be based on provisions of the Companies Act.

The process also requires that applicants pay an amount not exceeding S. R. 50 as incorporation fee. However the declaration and registration fees of the memorandums will largely be based on the current share capital of the company.

Requirements for Overseas Registration
Requirements for the registration of oversees companies in Seychelles will vary and will largely require that business entities meet the stipulated guidelines within the fourteen days after the establishment of the place of business or the commencement of operations by the said business. The guidelines include:

The company must submit a copy of the charter, statutes, memorandums, certificates or articles of association or incorporation of the company or the other instrument which define the company’s mandate or regulations that guide their operations. All copies must be written in English or a certified translated copy is availed.

Applicants must also give a detailed list of directors and company secretary in line with subsection (3) section 310 of the Companies Act.

They must also specify the name of the managing agent who has been appointed to oversee operations of the overseas company in Seychelles. They must give a detailed account of that person as outlined in subsection (3) of section 310 of the Companies Act.

The fee charged for the registration of an overseas company is relatively high and currently stand at S.R. 3000. However other additional charges may be required on other requirements to be filled and will cost S.R50.

The law also allows for the formation of companies under certificate of incorporation. Such companies are registered under the Act as incorporated. Companies registered under this category have restrictions in terms of shares transfer and the number of its members is limited to 50.

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