Seychelles Company Formation and IBC Registration
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.
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
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
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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.