Seychelles IBC Requirements: What You Need to Incorporate

Full requirements checklist for forming a Seychelles IBC. Directors, shareholders, KYC documents, company name rules, share capital, and ongoing compliance.

April 3, 202611 min readByVivian Au, Founder of Air CorporateVivian Au
Seychelles IBC Requirements: What You Need to Incorporate

Seychelles IBC requirements are among the lightest of any major offshore jurisdiction. You need at least 1 director, 1 shareholder, a unique company name, a licensed registered agent, and a standard KYC document package. No travel, no minimum share capital, no physical presence in Seychelles.

This guide covers every requirement in detail: who can serve as director and shareholder, what documents you need to prepare, how company naming works, and what ongoing obligations apply once your IBC is incorporated.

Key Takeaways

  • 1 director and 1 shareholder are required. Both can be the same person. No nationality or residency restrictions.
  • No minimum share capital. Most IBCs use 1,000 shares at USD 1 par value.
  • KYC documents for all directors, shareholders, and beneficial owners are required before submission.
  • A licensed Seychelles registered agent is mandatory. Air Corporate handles this as part of every package.
  • Incorporation is fully remote. No travel to Seychelles required at any stage.

Director Requirements

A Seychelles IBC requires at least 1 director. There is no maximum number of directors.

Director requirement Rule
Minimum number 1
Type Natural person or corporate entity
Nationality restrictions None
Residency restrictions None
Age requirement Must be of legal age (18+) for natural persons
Director also shareholder Permitted
Corporate director Permitted (requires corporate resolution appointing a natural person to act)

Directors are responsible for the management of the company. They sign contracts, resolutions, and banking documents on behalf of the IBC. There is no requirement for the director to be resident in Seychelles or to hold any particular nationality.

A corporate director (a company acting as director) is permitted under the IBC Act 2016. In practice, most founders use a natural person as director for simplicity. Corporate directors are more common in nominee arrangements or complex holding structures where another entity manages the IBC.

Tip

If you want additional privacy, a nominee director service is available. A licensed third party serves as the named director, while you retain full control through a power of attorney. This is optional and not required for most structures.

Shareholder Requirements

A Seychelles IBC requires at least 1 shareholder. There is no maximum.

Shareholder requirement Rule
Minimum number 1
Type Natural person or corporate entity
Nationality restrictions None
Residency restrictions None
Same person as director Permitted
Bearer shares Not permitted under the 2016 Act

Shareholders own the IBC through shares. The share register is maintained privately by the registered agent. No shareholder information is disclosed on any public register.

Bearer shares were abolished under the IBC Act 2016 reform. All shares must be registered to named shareholders. This change aligned Seychelles with FATF standards on beneficial ownership transparency.

Hands reviewing incorporation documents on a desk representing Seychelles IBC formation requirements
All directors and shareholders must be identified through standard KYC documentation before the IBC application is submitted

Company Name Requirements

Your company name must meet the following rules before it can be registered.

It must be unique. The proposed name cannot be identical or deceptively similar to an existing company on the Seychelles register. Your registered agent checks availability before submission. This check typically takes a few hours.

It must include a corporate suffix. The name must end with one of the following approved designations:

  • Limited / Ltd
  • Incorporated / Inc
  • Corporation / Corp
  • Société Anonyme / S.A.

Restricted words require prior approval. Names containing the following words cannot be used without prior written approval from the Financial Services Authority (FSA):

Restricted word Reason for restriction
Bank / Banking Regulated financial activity
Insurance Regulated financial activity
Trust Regulated financial activity
Fund / Mutual Fund Regulated financial activity
Royal Crown association
Government Suggests state connection
Municipal Suggests local authority connection
Seychelles Suggests government connection

Most standard holding company, trading company, and investment vehicle names do not trigger any restricted word issues. The vast majority of names are approved without additional steps.

It must not be offensive or misleading. Names that suggest false legitimacy, misrepresent the company's activities, or are offensive under Seychelles law will be rejected.

Share Capital Requirements

There is no minimum share capital requirement for a Seychelles IBC. The company does not need to deposit any funds with the government or a bank to be incorporated.

The standard structure used by most IBCs is:

  • Authorised share capital: 1,000 shares at USD 1 par value (total nominal capital: USD 1,000)
  • Issued shares: 1 or more shares to the founder(s)

This is a bookkeeping convention, not a cash requirement. No funds are transferred. The share structure simply defines ownership percentages.

Custom share structures are available. Multiple share classes with different voting rights, dividend rights, or redemption terms can be created in the Memorandum of Association. This is relevant for joint ventures or structures with multiple investors who want differentiated rights.

Registered Agent and Registered Office

Both a registered agent and a registered office address in Seychelles are mandatory requirements under the IBC Act 2016.

Registered agent: A licensed Seychelles-based firm authorised by the Financial Services Authority (FSA). The registered agent files the incorporation application, maintains the statutory registers, and acts as the official point of contact for government and regulatory communications. You cannot incorporate a Seychelles IBC without a licensed registered agent.

Registered office: A physical address in Seychelles where official documents and legal notices are served. This address appears on the public register. It is provided by the registered agent and does not need to be the company's actual place of business.

At Air Corporate, both the registered agent service and registered office address are included in all incorporation packages. See our Seychelles company formation packages for full details.

Ready to incorporate? Start your Seychelles IBC from USD 950 →

KYC Documents Required

KYC (Know Your Customer) documentation is required for all directors, shareholders, and beneficial owners before the application can be submitted. This is a regulatory requirement under Seychelles AML law.

For each natural person (director, shareholder, beneficial owner):

Document Specification
Passport or national ID Certified copy, valid, not expired
Proof of residential address Utility bill or bank statement dated within 3 months
Source of funds declaration Brief written explanation of how funds were accumulated

For each corporate entity acting as director or shareholder:

Document Specification
Certificate of Incorporation Certified copy
Memorandum and Articles Certified copy
Register of Directors Certified copy
Register of Shareholders / Members Certified copy
Proof of registered address Recent utility bill or official correspondence
KYC documents for ultimate beneficial owners Same as natural person requirements above

Certification: Passport and ID copies must be certified. Acceptable certifiers include a notary public, a lawyer, a bank officer, or an accountant. Air Corporate will confirm the exact certification standard accepted for your jurisdiction before you submit.

Source of funds: This does not require proof of specific transactions. A short written declaration explaining the general source of the funds used or to be used by the company is sufficient for most standard structures. More detailed documentation may be required for higher-risk profiles or large fund flows.

Person working on a laptop with documents representing online offshore company formation
KYC documents can be submitted digitally. The entire incorporation process is remote — no in-person meetings or visits to Seychelles are required

Constitutional Documents

The primary constitutional document for a Seychelles IBC is the Memorandum of Association (MOA). The MOA is prepared by the registered agent and defines:

  • The company name
  • The registered office address in Seychelles
  • The objects of the company (what the company is authorised to do)
  • The share structure (number of authorised shares, par value, share classes)
  • The liability of members (limited by shares in most cases)

Standard objects clause: Most IBCs use a broad, general objects clause that permits any lawful business activity outside Seychelles. This avoids the need to amend the MOA as the company's activities evolve.

Custom objects clauses: Required for regulated activities or structures with specific governance requirements. Custom drafting takes longer and costs more than a standard template.

Standard MOA templates are pre-approved by the Registrar of Companies. Using a pre-approved template is the fastest path to incorporation and adds no risk for most structures.

Ongoing Compliance Requirements

Once incorporated, a Seychelles IBC has minimal ongoing obligations compared to onshore companies and many other offshore structures.

Requirement Rule
Annual government licence fee USD 100-150 per year (included in renewal fee)
Annual renewal with registered agent Yes — covers all mandatory services
Annual return filing No
Financial statements filing No
Audit requirement No
Beneficial ownership register Required — maintained privately by registered agent
Economic substance reporting Only if conducting a relevant activity
Director/shareholder changes Can be made at any time; registered agent updates registers

Annual renewal at Air Corporate is USD 1,650, covering corporate secretary services, registered address, statutory register maintenance, mail handling, and document portal access. For a full cost breakdown, see our Seychelles IBC cost guide.

Beneficial ownership register: The IBC Act requires all IBCs to maintain an up-to-date beneficial ownership register with the registered agent. This register is private and not accessible to the public. It is available to Seychelles authorities under international information exchange agreements.

Economic substance: If the IBC conducts a "relevant activity" (banking, insurance, fund management, IP exploitation, shipping, or holding company business in certain cases), economic substance requirements apply. Most holding, trading, and investment IBCs do not conduct a relevant activity and are not affected.

Full Requirements Checklist

Use this checklist before starting your incorporation.

People and ownership

  • At least 1 director identified (natural person or corporate entity)
  • At least 1 shareholder identified (can be same as director)
  • Beneficial owner(s) identified

Documents — for each natural person (director, shareholder, beneficial owner)

  • Certified passport or national ID copy
  • Proof of residential address (utility bill or bank statement, dated within 3 months)
  • Source of funds declaration

Documents — for each corporate entity (if acting as director or shareholder)

  • Certified Certificate of Incorporation
  • Certified Memorandum and Articles
  • Certified Register of Directors
  • Certified Register of Shareholders
  • Proof of registered address
  • KYC documents for all underlying beneficial owners

Company setup

  • Company name chosen (unique, corporate suffix, no restricted words)
  • Share structure decided (standard: 1,000 shares at USD 1)
  • Objects clause confirmed (standard general clause or custom)

Service provider

  • Licensed registered agent engaged
  • Registered office address confirmed

Once all of the above is in place, incorporation takes 1 to 2 business days. See our complete step-by-step formation guide for the full process. Not sure if an IBC is the right structure for your needs? Read our Seychelles IBC explainer or compare the main structure options in our Seychelles IBC vs LLC guide.

Form your Seychelles IBC with Air Corporate →. Packages from USD 950, incorporated in 1 to 2 business days.


Frequently Asked Questions

How many directors does a Seychelles IBC need?

A minimum of 1 director is required. There is no maximum. The director can be a natural person or a corporate entity. No nationality or residency restrictions apply. The sole director and sole shareholder can be the same person.

Do I need to travel to Seychelles to incorporate?

No. The entire process is remote. Your registered agent handles all filings electronically. You submit KYC documents digitally, sign documents electronically, and receive your corporate package by email within 1 to 2 business days.

What KYC documents are required for a Seychelles IBC?

Each director, shareholder, and beneficial owner must provide a certified copy of their passport or national ID, proof of residential address dated within 3 months (utility bill or bank statement), and a source of funds declaration. If a corporate entity is involved, certified copies of its incorporation documents and ownership records are also required.

Is there a minimum share capital for a Seychelles IBC?

No. There is no minimum share capital requirement. Most IBCs are incorporated with 1,000 shares at USD 1 par value, giving a nominal capital of USD 1,000. This is a bookkeeping standard and does not require any cash deposit.

Can a non-Seychelles resident be a director or shareholder?

Yes. There are no residency requirements for directors or shareholders. Nationals of any country can hold either role. The entire ownership and management structure can be foreign to Seychelles.

What is the registered agent requirement?

A licensed Seychelles registered agent is mandatory under the IBC Act 2016. The registered agent files the incorporation application, maintains the statutory registers, and provides the registered office address. You cannot incorporate a Seychelles IBC without one. Air Corporate is a licensed registered agent and includes this service in all packages.

What happens if my KYC documents are rejected?

Your registered agent will flag any issues before the application is submitted to the Registrar. Common issues include expired IDs, uncertified copies, or proof of address documents that are out of date. These are resolved by resubmitting the corrected documents. The application is not submitted until all KYC is satisfactory, so rejections at the Registrar level are rare.

Can I change directors or shareholders after incorporation?

Yes. Changes to directors and shareholders can be made at any time after incorporation. Your registered agent updates the statutory registers and issues updated share certificates as required. At Air Corporate, routine director and shareholder changes are covered under corporate secretary services included in the annual renewal fee.

Air Corporate

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Vivian Au, Founder of Air Corporate

Author

Vivian Au

Founder of Air Corporate. Vivian has helped thousands of founders register, structure, and maintain companies across Hong Kong, China, and offshore jurisdictions.

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