Seychelles IBC – Procedures

The incorporation of a Seychelles International Business Company is regulated by the International Business Companies Act, 1994 (“the Act”) with the competent authority being the Registrar of Companies as authorised by the Seychelles International Business Authority (“SIBA”).  IBCs may only be incoporated by licensed International Corporate Service Providers (“ICSPs”), individuals who have been approved by SIBA as fit and proper persons, possessing all the necessary expertise for the incorporation of companies, and who can liaise with the Regulator.

All requests from ICSPs for the incorporation of  Seychelles IBCs must be completed on the customised “IBC Request Forms” as designed and customised by the Registrar of Companies.  However,  applications bearing the letterhead of the ICSP shall also be accepted.   Applications may be submitted in the French or English language, and must on pain of nullity be in a type-written format.

Upon submission of an application for incorporation, the Registrar shall reserve and issue a unique Company reservation number of the proposed IBC.  The ICSP is allowed a maximum of 72 hours within which to submit the Company’s Memorandum of Association for incorporation of the Company.  In default the company name reservation number shall lapse and the procedure shall have to be repeated.  Provided the Memorandum and Articles of Association are in compliance with the provisions of the Act, and the statutory registry fee is paid, the Seychelles Registrar of Companies shall incorporate the IBC and concurrently issue a Certificate of Incorporation, evidencing the incorporation of such IBC.  Incorporation is expedited swiftly, and may be executed, on a same-day basis.

Company Name

Article 11 of the Act regulates the possible company names which may be availed of by the IBC.  The name of a company may be expressed in any language.  Nevertheless, if the proposed company name is not one in French or English, then acceptance shall be condition to the provision of a translation or transliteration of the name in English or French.

All intended names to be used as IBC names have to be approved by the Authority, and must contain any word, or combination thereof as prescribed in the first colum of Part III of the Schedule.  A derogation is permissible, in the case of companies incorporated outside Seychelles, and then re-domiciled in Seychelles.

Name Restriction

Some words are not allowed in company names. They are known as prohibited words whereas some words may only be used subject to special criteria or permission. Section 11(3)(b) of the Act makes provision for prohibited words that should not feature in any company name. These words are “Assurance”, “Bank”, “Building Society”, “Chamber of Commerce”, “Chartered, “Cooperative”, “Imperial”, “Insurance”, “Municipal”, “Trust” and “Foundation”.

The list extends further to any word conveying a similar meaning or any other word that, in the opinion of the Registrar, suggests or is calculated to suggest the patronage of or any connection with any country or the Government of that country. However, a company name may feature the name of a country provided that the ICSP makes a declaration that there is no affiliation with the patronage or government of that country. The Registrar will not be in position to accept Seychelles, regardless of any declaration.

The Registrar has also an internal list of words which are used in the vetting of company names, but this list is not available for publication. There are also restrictions on the use of registered Trademark. Please note that the registrar does not check company names against the trademarks registers. This responsibility relies on the ICSP, or in the case of a change of name, the company itself.

Exceptions

An IBC cannot trade under the same name as a domestic company registered with the local registrar. However, this may sometimes be allowed if the registered agent obtains the approval of the owner(s) of the domestic company. This approval has to be submitted to the Registrar for consideration. Note that the responsibility of verifying whether a name has been registered with the local registrar relies on the ICSP.

Reservation period of company name

Upon approval of a name by the Registrar, the name will be reserved for a period of thirty (30)  days as of the date of approval. Names that have enjoyed their 30 day reservation period, if not incorporated as IBCs during that period, will consequently have the status expired. Once expired, the name will once again be made available to any ICSP.  Should an ICSP decides to extend the reservation period of a proposed name, that request containing the list of names, must be submitted together with the prescribe fee, prior to the relevant expiry date of that period.

Incorporation and Continuation

Following the approval of the Company name, the ICSP may apply to the Registrar to incorporate or continue the company through a relatively simple and straightforward process, rendered necessary through the submission of a formal request stating:

•  the proposed company name (as approved)
•  the intended authorised share capital of the proposed company
•  payment of the relevant registry fee

Contact one of our officers today to ensure the proper registration of a Seychelles International Business Company. Simply fill in the below contact box or contact us by e-mail on enquiries@fbsseychelles.com