Verify the uniqueness of the proposed company name
Agency: Companies Division of Registrar General
Company owner can apply for name reservation either online or in person. If an entrepreneur applies online, an email is sent to the Company Registrar and the name will be reviewed and decision will be sent via e-mail within 2-3 days. An entrepreneur can also visit the Companies Division of the Registrar General in order to propose and register the company name. When the proposal is made in person it is either accepted or rejected on the spot by the Companies Division representative. Once acceptable name is selected, company name is reserved for 30 days for the first time, and can be extended for another 15 days.
Time and cost: 1 day, no charge
Notarize the Memorandum of Association
Agency: Notary
Seychelles law does not require companies to notarize the Memorandum or Articles of Association, but most companies choose to do so in practice, before submitting their documents to the Registrar of Companies as part of the application for incorporation. Memorandum should be signed by all shareholders of the company and the number of shares held by each shareholder must be specified. The cost for this procedure varies by notary, starting at about SR 10,000.
Time and cost: 1 day, SR 10,000
Deposit documents at the Companies Division of the Registrar General for stamp duty and registration fee assessment
Agency: Companies Division of Registrar General
Companies must submit the Memorandum and Articles of Association to the Companies Registry for stamp duty assessment. The process takes between 4 and 6 days on average, as the lawyer must first deposit the documents and then, the registrar would take several days to assess the submission and issue stamp duty and registration fee decision.
According to the Seventh Schedule of the Companies Ordinance Act of 2012, the fees for company registration with nominal share capital in excess of SCR 1,000,000 is 0.5% of nominal capital plus SCR 5000.
Fees for company registration with nominal share capital less than SCR 1,000,000 are as follows:
- For registration of company where the nominal share capital is SCR 5,000 or less: SCR 1,000;
- For registration of a company where the nominal share capital exceed SCR 5,000 but does not exceed SCR 25,000: SCR 1,500;
- For registration of a company where the nominal share capital exceed SCR 25,000 but does not exceed SCR 250,000: SCR 2,000;
- For registration of a company where the nominal share capital exceed SCR 250,000 but does not exceed SCR 1,000,000: SCR 3,000.
Time and cost: 4 – 6 days on average, see procedure details
Pay stamp duties and registration fees
Agency: Companies Division of Registrar General
Notaries or accountants retained by the company for the registration process pay the assessed stamp duty and the company registration fee as a lump sum at the Companies Registry. The cost of this procedure is rolled into notarization fees for preparing incorporation documents.
Time and cost: 1 day, included in procedure 2
Obtain Certificate of Incorporation
Agency: Companies Division of Registrar General
Upon registration of the memorandum of a company, the Companies Division of Registrar General verifies the name of the company, the signature of lawyers, the date of registration and issues a certificate of incorporation as prescribed by the Companies Act. This process typically takes over 1 week.
Time and cost: 8 days on average, no charge
File the particulars of the directors, company secretary, and the registered office
Agency: Companies Division of Registrar General
According to the Companies Ordinance, Part V, Articles 100 and 102, the company must file the particulars of its directors, secretary and registered office within 14 days of the appointment of directors. According to the Seventh Schedule of the Companies Ordinance Act of 2012, the fee is SR 100 per document. Entrepreneurs typically give notice of the particulars of all the directors and the secretary of the company together in one form. There is a separate form for particulars of registered office. Consequently the total cost would be SR 200 for both forms.
Time and cost: 3 days on average, SR 100 per document
Obtain business license
Agency: Seychelles Licensing Authority
Business license is required from the Seychelles Licensing Authority. To apply for a license, the following documents must be submitted:
- Proof of business address (ownership or lease agreement);
- Certificate of occupancy from the Planning Authority, if the premise is newly constructed.
- Certificate of change of use from the Planning Authority, if there is a change of use of the premises outside the class specified in the schedule to the Town & Country Planning (Use of classes) Regulations;
- Certificate of Incorporation and Memorandum of Association, if the applicant is a corporate body; or Certificate of Business Registration, if a business name is to be used to carry on the business.
The Licensing Authority would inspect the premises to verify the address and make sure the office space meets the necessary safety requirements for works. The Licensing Authority would also forward the application to the Fire Brigade and Planning Authority and these agencies would conduct a site inspection. The Planning Authority would assess the building standards while the Fire Brigade would assess the safety of the building. The business license fee is SCR 1,200 as of 7 May 2012. The license is renewed annually.
For certain sectors, companies must obtain approval by the investment authority. The approval is generally obtained before obtaining the license and takes about a month to obtain.
Time and cost: 14 days on average (simultaneous with previous procedure), SR 1,200 (for retail)
Register for taxes at the Revenue Commission
Agency: Seychelles Revenue Commission
All new businesses must register with the Seychelles Revenue Commission within 14 days of commencing their business operations.
- A copy of their business license is required only if the commercial activity it is engaged in is considered to be a licensable activity under the Seychelles Licensing Act and Regulations (2010)
- A copy of the Certificate of Incorporation, and the full name and ID of the Public Officer must be submitted.
Time and cost: 1 day, no charge
Register as an employer with the Pension Fund
Agency: Pension Fund
All new businesses must register as employers within 7 days of hiring an employee. As of January 2019, An employer must contribute 3% of salary toward social security payments (per employee) and an employee must contribute an additional 3%. Both contributions are calculated based on the employee’s gross salary.
Time and cost: 1 day (simultaneous with previous procedure), no charge
