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Seychelles Company Formation and IBC Registration

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Digital Lawyers helps startups, founders, Web3 projects and international businesses establish and structure Seychelles International Business Companies (IBCs). A Seychelles IBC can be used as an international holding company, trading or service entity, special-purpose vehicle or structure for holding shares, intellectual property and digital assets.

A Seychelles IBC may be incorporated with one director and one shareholder, who can be the same person, and there is no statutory minimum share capital. Every IBC must appoint a licensed registered agent and maintain a registered office in Seychelles.

Shareholder information is not generally available through the public company register. However, the company must identify its ultimate beneficial owners and provide the required information to its registered agent and the Seychelles beneficial ownership database. The structure therefore provides legitimate corporate privacy, but not anonymous ownership.

Seychelles applies a territorial, source-based tax system. Foreign-source income may fall outside Seychelles business tax, but the result depends on where the company’s activities are conducted, where its rights and assets are used and how the business is managed. The founders, shareholders and company may also have tax and reporting obligations in the jurisdictions where they reside or operate.

Where the proposed business provides virtual asset exchange, transfer, custody or other regulated crypto services in or from Seychelles, a VASP licence from the Financial Services Authority may be required. ICO and certain NFT activities may also trigger separate registration requirements.

Depending on the proposed structure, we work with licensed Seychelles corporate service providers, registered agents, lawyers and accountants to coordinate:

1. Seychelles IBC and business activity review

2. Company name review and reservation

3. IBC incorporation through a licensed Seychelles service provider

4. Seychelles registered agent and registered office

5. Memorandum and Articles of Association

6. Director, shareholder and share capital setup

7. Initial corporate approvals, statutory registers and share certificates

8. Beneficial ownership and KYC documentation

9. Tax residence, source-of-income and substance assessment

10. Accounting-record and annual compliance guidance

11. VASP licensing, ICO, NFT and other regulatory assessments where required

Bank or payment account support may be coordinated separately, subject to the financial institution’s onboarding requirements.

Formation timeline: once KYC checks have been completed and the corporate documents approved, a Seychelles IBC can generally be registered within several business days. The complete timeline depends on the licensed provider’s onboarding process, the ownership structure and whether any regulatory approval or VASP license is required.

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Seychelles VASP Licence and Crypto Regulation

The Seychelles Virtual Asset Service Providers Act 2024 establishes a licensing and registration framework for crypto and digital-asset businesses. A Seychelles company providing regulated virtual asset services must obtain authorisation from the Financial Services Authority, even if its customers and operations are located outside Seychelles.

Table of contents
  • Activities Covered by a Seychelles VASP License
  • ICO and NFT Registration and Prohibited Activities
  • VASP Licensing and Economic Substance Requirements
  • AML, Governance and Ongoing VASP Compliance
1.

Activities Covered by a Seychelles VASP License

A Seychelles VASP license may cover one or more of the following regulated activities:

(a) Virtual Asset Wallet Services – custody, safekeeping and management of customers’ virtual assets or private keys

(b) Virtual Asset Exchange – operating a platform for exchanging virtual assets for fiat currency or other virtual assets

(c) Virtual Asset Broking – arranging or facilitating virtual asset transactions on behalf of customers

(d) Virtual Asset Investment Services – providing investment advice, portfolio management or related virtual asset services

The required license category depends on the company’s products, control over customer assets, transaction flows and role in completing trades. A business carrying out several regulated activities may need authorisation for more than one category.

2.

ICO and NFT Registration and Prohibited Activities

Issuing tokens or NFTs is not a separate VASP license category. However, an initial coin offering or NFT offering may need to be registered with the Seychelles Financial Services Authority before it is marketed or made available to users.

Publicly tradable tokens that can be transferred or exchanged outside a closed platform generally fall within the registration framework. The promotion of an ICO or NFT offering must also be carried out by an appropriately licensed VASP or an entity authorised under Seychelles securities legislation.

The operation of virtual asset mining facilities, mixers and tumblers is prohibited in Seychelles.

3.

VASP Licensing and Economic Substance Requirements

A VASP license can be granted to a Seychelles domestic company or International Business Company. The applicant must demonstrate a genuine operational presence and appropriate management in Seychelles.

Key licensing requirements generally include:

(a) a physical office and principal place of business in Seychelles

(b) at least one resident director

(c) adequate personnel performing the company’s core activities

(d) minimum capital and suitable banking arrangements

(e) professional indemnity insurance

(f) adequate systems for customer onboarding and transaction monitoring

The applicable capital, staffing and technical requirements depend on the type and scale of the proposed virtual asset services.

4.

AML, Governance and Ongoing VASP Compliance

A licensed Seychelles VASP is a reporting entity and must comply with AML, KYC, sanctions and counter-terrorist-financing requirements. This includes customer and beneficial-owner verification, transaction monitoring, Travel Rule procedures, suspicious-transaction reporting and the maintenance of detailed business records.

The company must also appoint appropriate compliance personnel, maintain complaint-handling procedures in Seychelles and submit the required financial, regulatory and annual compliance reports.

Digital Lawyers reviews the proposed crypto business model, identifies the appropriate license or registration route and coordinates the application with licensed Seychelles lawyers, corporate service providers and compliance specialists. We also assist with the corporate structure, local substance arrangements, AML documentation and preparation of the submission to the Financial Services Authority.

Seychelles IBC Taxation and Compliance

Seychelles generally applies a source-based approach to business taxation. Tax position of Seychelles International Business Company depends on the source of its income, the activities conducted in Seychelles, its management and substance, and whether it carries on a regulated business.

Table of contents
  • Seychelles IBC Taxation
  • Tax Treatment of Licensed Seychelles VASPs
  • Annual Compliance for Seychelles IBCs
  • Additional Compliance for Licensed Seychelles VASPs
1.

Seychelles IBC Taxation

Income that is genuinely foreign-sourced may fall outside Seychelles business tax. Seychelles-sourced assessable income may be taxable and may require tax registration and annual filings.

Withholding tax may also apply to certain Seychelles-source payments made to non-residents, including dividends, interest, royalties and technical service fees. The applicable treatment depends on the nature of the payment, the recipient and any available double-tax treaty.

A Seychelles company does not remove tax or reporting obligations in the countries where its founders, shareholders or group companies are resident or where the business is managed.

2.

Tax Treatment of Licensed Seychelles VASPs

According to Seychelles Financial Services Authority guidance, a licensed Virtual Asset Service Provider may benefit from a 1.5% business tax rate on assessable income.

The actual Seychelles VASP tax position depends on the licensed activity, source of income and operating model. Crypto exchanges, wallet providers, virtual asset brokers and investment providers should therefore obtain tax advice before commencing operations.

3.

Annual Compliance for Seychelles IBCs

A Seychelles IBC must generally:

(a) maintain a registered office and registered agent in Seychelles;

(b) pay applicable annual renewal fees;

(c) keep adequate accounting records and supporting documents;

(d) maintain and update statutory and beneficial ownership information; and

(e) complete tax, financial and regulatory filings where applicable.

The exact Seychelles IBC compliance requirements depend on the company’s activities, income, size and regulatory status.

4.

Additional Compliance for Licensed Seychelles VASPs

A licensed Seychelles VASP is a reporting entity under AML/CFT legislation and must maintain a compliance framework appropriate to its activities. This generally includes:

(a) appointing a compliance officer and alternate compliance officer;

(b) maintaining customer onboarding, due diligence and transaction-monitoring controls;

(c) implementing risk-management, cybersecurity and record-keeping procedures;

(d) submitting annual compliance, substance and cybersecurity reports; and

(e) reporting suspicious transactions where required.

We help startups, founders and international crypto businesses coordinate Seychelles tax, corporate and VASP compliance with qualified local professionals.

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FAQ

Is Seychelles a regulated crypto jurisdiction?

Yes. Seychelles adopted the Virtual Asset Service Providers Act in 2024, creating a clear licensing regime for all regulated virtual asset activities and aligning the framework with FATF standards.

What company type is used for crypto projects in Seychelles?

The standard vehicle is a Seychelles International Business Company (IBC). An IBC is fast to register, has no minimum capital and can hold equity, tokens, wallets, intellectual property and operating assets.

When is a VASP licence required in Seychelles?

A VASP licence is required if the business provides regulated crypto services such as exchange operations, brokerage, custody, portfolio management, advisory services, token issuance or NFT-related services. Pure holding of own assets does not require a licence.

What activities are covered by a Seychelles VASP licence?

The licence covers crypto exchanges, brokerage, custodial wallets, investment and portfolio management, advisory services, token issuance, ICO registration and NFT-related services.

Are any crypto activities prohibited in Seychelles?

Yes. Mining facilities, mixers and tumblers are prohibited. Companies may not use terms such as “exchange”, “wallet”, “Web3”, “cryptocurrency” or “ICO” in their name unless they are licensed.

What are the key licensing requirements for a Seychelles VASP?

Licensing requires a Seychelles company, a physical office, a resident director, fit and proper checks, AML and KYC policies, adequate capital, an auditor, regular reporting and board and management meetings held physically in Seychelles.

Can a Seychelles IBC operate without a VASP licence?

Yes. An IBC that only holds its own assets or conducts non-regulated activities does not require a VASP licence and has simplified compliance obligations.

Are foundations commonly used in Seychelles?

Foundations exist but are mainly used for asset holding. Seychelles does not use Panama-style circular ownership structures, and foundations are not designed for loop structures.

How is crypto income taxed in Seychelles?

Seychelles applies a source-based tax system. Foreign-source income, foreign capital gains and offshore crypto trading are not taxed in Seychelles when structured correctly.

What taxes apply to licensed VASPs in Seychelles?

A licensed VASP pays 1.5% tax on Seychelles-source income. There is no tax on foreign-source virtual asset income, no capital gains tax, no VAT on crypto profits and no withholding tax on dividends to non-residents.

What compliance obligations apply to Seychelles companies?

All entities must comply with AML and CFT rules, maintain accounting records, keep a private beneficial ownership register with the registered agent and complete annual renewals.

What additional reporting applies to licensed VASPs?

VASPs are reporting entities and must file suspicious activity reports, annual compliance reports, audited financial statements and appoint a compliance officer.

Is ownership private in Seychelles?

Yes. Shareholder registers are not public. Beneficial ownership information is held privately by the registered agent and disclosed only to authorities when required.