Neil Puresh Seychelles Tax efficient vehicles

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Seychelles most commonly
used tax efficient vehicles
About Intercontinental Trust
 Started
off in Mauritius back in 1999
 Set up in Seychelles since 2005
 Key personnel have considerable
experience in the Industry dating back to
1993
 Over 125 staff globally
 Wide scope of services (from Int’l Tax planning,
corporate structuring & administration to accounting, fund and back
office services)
 ISAE
3402 Type 2 Completed
The International
Business Company (“IBC”)
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Competitive license fees fixed for life at the rate
originally paid. If the fees are reduced, then the rate is
also reduced but if fees are raised the rate will remain
the same.
Beneficial ownership and confidential information filed
with Registered Agent (not made public) – guaranteed
by Law
Subject to nil Seychelles taxation on foreign income
All civil proceedings heard by a judge in chambers. Not
open court
Ease of re-domiciliation (both in & out)
Ease of bank account opening in various jurisdictions
May own or manage a vessel registered in Seychelles
Chinese names, Arabic or Cyrillic characters are
permitted
Shelf companies are allowed & available
Fast incorporations – within a day
Minimal statutory requirements
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Minimum of 1 director and 1 shareholder – may be corporate or
individual in both cases.
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Shareholders, directors and officers need not be resident in
Seychelles.
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No minimal capital requirement - may be issued in any currency.
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Accounting records* must be maintained (but not filed) to give a
true & fair view of the company’s affairs & explain its transactions
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No returns are needed of shareholders, directors and officers.
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No requirement to hold shareholders’ and directors’ meetings in
the Seychelles. Telephone meetings are allowed but copies of all
minutes/resolutions* must be kept at the registered office. (
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Register of Directors & Register of Members must now be kept in
Seychelles but need not be filed with SIBA
* (Registered Agent must be notified in writing
are kept if kept outside registered office)
of the physical address where such records
Ease of re-domiciliation to a Seychelles IBC
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Notarised Certificate of incorporation & M&A – No apostille
required
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Certificate of good standing
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Articles of continuation signed by directors & shareholders
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Updated Register of Members & Register of Directors
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Time frame: Same as a new IBC incorporation –
Within 24hrs
Typical use of the Seychelles IBC
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Trading & investment worldwide
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Cost-effective tax exempt holding company
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(Property, Shares..etc)
WFOEs (Wholly Foreign Owned Enterprises) in China
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Tax exempt Mutual Fund
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Hybrid company (i.e. limited by both shares &
guarantee) – especially for Civil Law residents
Tax Resident Companies –
Companies with Special
Licences (“CSL”)
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Regulated by the Companies (Special Licences)
Act, 2003
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Seychelles domestic company (formed under the
domestic Companies Act 1972) to which a Special
Licence is granted under the Companies (Special
Licences) Act by SIBA to carry any one or more
specific activities
CSL permitted activities
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Investment management and advice
Holding intellectual property – licensing/royalties
Offshore banking
Offshore insurance
Reinsurance
Investment & holding company regimes
International marketing & distribution
Group headquarters operations
Franchising
Intra-group services provider, HR, accounting…
etc.
Any other business approved by SIBA
Now can also act as Mutual Fund
Statutory features
of the CSL
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Minimum of two shareholders. Nominee shareholders allowed.
(Bearer shares are not permitted).
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Minimum two directors who may not be resident in Seychelles
(although at least one resident director is recommended for Tax Residency purposes)
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No Corporate directors.
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Seychelles resident secretary – must be a Corporate Service
Provider in Seychelles
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Requirement to file audited accounts, returns and beneficial
ownership information, which are not made public
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Continuation or re-domiciliation as a CSL allowed for companies
incorporated abroad
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CSL can be re-domiciled to another jurisdiction
Tax advantages
of the CSL
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Access to Seychelles tax treaties
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)
Normally, in DTA cases, foreign tax paid will be offset as a credit
against, and discharge in full, all Seychelles business tax liability
No withholding taxes on dividends, interest and royalties, technical &
management fees
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 from work permit fees for expatriate workers
These exemptions guaranteed 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 revoked/amended by
subsequent legislation.
No Capital Gains Tax in Seychelles
CSL
Incorporation process
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Application made to the Registrar of Companies through SIBA
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Time frame: up to 14 working days to be processed by SIBA
Due diligence requirements:
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Applicable to each director, beneficial owner and/or shareholder
of a proposed CSL:
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Certified true copy of passport
Certified proof of residential address
Bank reference letter
Curriculum Vitae (CV)
CSL Local statutory &
legal requirements
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Minimum two directors who need not be resident in Seychelles
Local resident secretary – must be a Corporate Service Provider in
Seychelles
Nominee shareholders allowed (but names of persons on behalf of whom
shares are held must be disclosed in the Register of shareholders – which is not available
to the public)
Need to file annual return and accounts
Minimum of two subscribers for incorporation with at least 10% of
the authorised capital to be fully issued at incorporation
Registered office must be in Seychelles
Register of shareholders and debenture holders must be kept at
registered office or any other place in Seychelles
Register of directors and secretary must be kept at registered office
Minutes book of shareholders and directors meetings to be kept at
registered office
Accounting records may be kept at registered office
Recommendations to reinforce
tax residence substance
in Seychelles
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Appointment of a majority of local resident directors
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Board meetings held and chaired from Seychelles
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Accounting records maintained in Seychelles
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Opening of bank account in Seychelles and investment made
through a Seychellois bank account
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Local joint signatories to bank account
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Accounts to be audited by a local auditor in Seychelles
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Holding companies in Seychelles e.g. IBC
Growing network of
Double Taxation Avoidance treaties
(“DTAs”)
Ratified / In force
Signed but not in force yet
China
Lesotho, Belgium
Indonesia
Kuwait
South
Africa
Zimbabwe
Oman
Ethiopia, Bermuda
Botswana
:Luxembourg, Malawi
Mauritius
San Marino
Thailand, Malaysia
Swaziland
Vietnam, Cyprus
Isle of Man
UAE, Bahrain, Zambia
Sri Lanka
Qatar, Monaco
Seychelles – Indonesia DTA
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Seychelles – Indonesia DTA sets cap of 10%
WHT on repatriated dividends (instead of usual
rate of 20%). Articles 13(4) provides that no
Indonesian capital gains tax applies on disposal
of shares in Indonesian companies held by a
Seychelles CSL
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This DTA has attracted much interest following
the termination of the Mauritius – Indonesia DTA
at the end of 2004
Seychelles – PRC DTA
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be used as intermediary holding
company – foreign investors may use a
Seychelles CSL to own the Chinese
operating company
– PRC DTA caps the Chinese
WHT payable on repatriated dividends at a
low rate of 5% and on interest at 10%
 Seychelles
Seychelles – PRC DTA - contd
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Likewise, while Chinese WHT on royalties is a
“standard” rate of 20% under the Seychelles –
PRC DTA, WHT is capped at 10%
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Given the CSL low tax rate of 1.5% on
worldwide taxable income, in every “ DTA
Access” case where foreign tax is paid of an
amount higher than 1.5% (e.g. 5% Chinese
WHT tax on dividends), Article 23 will apply such
that the foreign tax credit will be set off against,
and discharge in full, all Seychelles business tax
liability
Summary Table of DTAs
Country
Effective
Dividends
Interest
Royalties
China
01/01/2001
5%
10%
10%
Indonesia
01/01/2001
10%
10%
10%
South Africa
01/01/2003
5/10
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7.5%
10%
Oman*
01/01/2005
5%
5%
10%
Mauritius
22/07/2005
Nil
Nil
Nil
Botswana
22/07/2005
5% if at least 25%
shareholding.
Otherwise 10%.
7.5%
10%
*Oman – 10% on technical & management fees
Performance indicators
Statistics on register as at 31-May-13
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Number of Corporate Service Providers: 65
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Number of International Business Companies (IBCs):
125,339 (Annual growth of approx. 15-20%)
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Number of Company Special Licenses (CSLs): 260
Thank you…
Contacts
Neil Puresh (Seychelles) or Richard Wilson (Singapore) or
Ben Lim / Tommy Lo / Francoise Chan / Yan Ng
(Mauritius)
Intercontinental Trust (Seychelles) Ltd
1st Floor, #5 DEKK House, De Zippora Street, Providence Industrial Estate,
P.O. Box 456, Mahé, Seychelles.
Tel: (248) 437 3689
Fax: (248) 437 3299
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E-mail: [email protected]
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Website: www.intercontinentaltrust.sc
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