SEYCHELLES COMPANIES - HONG KONG - BAHAMAS

SEYCHELLES INTERNATIONAL BUSINESS COMPANY (IBC)

Seychelles IBC - an International Business Company - is the most popular and versatile type of offshore corporation available in Seychelles. As most other classic offshore companies, Seychelles IBC is a tax-free corporation designed for engagement into all forms of international business, with no reporting and minimum record-keeping requirements, and comprehensive confidentiality features.

Seychelles IBC is similar to the most popular international business company, the BVI IBC, and in some respects even exceeds that benchmark model of offshore corporation. Since the introduction of the Seychelles International Business Companies Act in 1994, over 30`000 Seychelles IBC`s have been registered, with more than 600 new offshore companies being registered every month.

Following is a synopsis of the most important advantages and features of the Seychelles International Business Company.

Zero tax

A Seychelles IBC, by the definition of the law, is not subject to any tax or duty on income or profits. A shareholder of a Seychelles IBC is also not subject to any tax on his income derived from the IBC. These provisions are enshrined into Article 109.(1) of the Seychelles IBC Act, stated as follows:

109.(1) A company incorporated under this Act or a shareholder thereof shall not be subject to any tax or duty on income or profits accruing to or deriving from such company or in connection with any transaction to which that company or shareholder, as the case may be, is a party.

In a similar fashion, a Seychelles IBC is also also exempt from any stamp duties on all transactions relating to its business, in particular on any transfers of property to or by the company, and on any transactions in respect of the shares, debt obligations or other securities of the IBC.

Essentially, a Seychelles IBC is a completely tax-free offshore corporation, insofar as it complies with a few simple rules of operation. The main requirement is that a Seychelles IBC should not pursue business within the territory of the Seychelles (except, of course, it may enter into business with any other Seychelles IBC`s). The law provides that all exemptions for a Seychelles IBC shall remain in force for a period of twenty years from the date of incorporation of the IBC.

In order to qualify as an IBC, a Seychelles company must satisfy the following criteria:

It may not carry on business in Seychelles.
It may not own real estate in Seychelles.
It may not do banking, insurance and registered agent business without special license.

However, a Seychelles IBC may still engage into any of the following:

It may maintain Seychelles-based bank accounts and deposits.
It may maintain books and records within Seychelles.
A Seychelles IBC may maintain professional relationship in Seychelles with attorneys, accountants, trust and management companies, investment advisers or other similar persons.
It may hold meetings of its directors in Seychelles.
It may lease a property in Seychelles to use as office from which to communicate with members and where books and records can be kept.
It may hold shares, debt obligations or other securities in another Seychelles IBC or in a Seychelles domestic company.
A Seychelles IBC may also own a vessel or and aircraft registered in Seychelles.
Shares in a Seychelles IBC may also be held by a person resident in Seychelles.

Secrecy

Confidentiality is one of the key features of the Seychelles International Business Company as details of the company beneficial owners, directors and shareholders are NOT part of public record. At registration of a new IBC, the Registrar of Companies does not require any data whatsoever on who is the actual beneficial owner of the new company. This information is only known to the licensed Registered Agent of the company and is kept in complete confidentiality. The internal corporate files of the IBC, like the Register of Members, Register of Directors and all Minutes and Resolutions, are kept at the offices of the Registered Agent and are also confidential.

The only documents of a Seychelles IBC that are held on public record are the Memorandum of Association and the Articles of Association. These documents do not contain any indication as to the actual shareholders or the beneficial owners of the company.

The Republic of Seychelles is an independent country. As such, it is not sharing or reporting information to any overseas "principal", or organization. Seychelles is not subject to the EU Savings Tax Directive, unlike some other offshore tax havens related to the EU member states (primarily, to the UK and its overseas territories).

Seychelles has avoided entering any information-sharing agreements with foreign countries or organizations for exchange of financial aid. Client confidentiality is robustly enshrined in the Seychelles corporate and business legislation. Offshore financial services sector contributes significantly to the country`s GDP. There is an inherent interest with the government and with the general public to maintain and develop the country`s status as a competitive offshore financial centre.

Provisions against confiscation

Where any foreign governmental authority, by way of nationalisation, expropriation, confiscation, force or duress, or by imposition of any confiscatory tax, assessment or other governmental charge, takes or seizes any shares or other interest in a Seychelles IBC, a Seychelles court decision may be obtained ordering the company to disregard the attempted seizure and continue to respect the rights of the shareholder of the Seychelles IBC.

Fast incorporation

Seychelles has one of the fastest Registries of International Business Companies in the world. New IBC`s are usually incorporated within 24 hours.

Competitive Government license fees

A Seychelles IBC pays the following annual license fees:

$ 100 per annum for companies with authorised capital of up to $ 100`000.
$ 1000 per annum for companies with authorised capital exceeding $ 100`000.

These license fees are among the most competitive in the world, especially considering the impressive ratio between the maximum available authorised capital ($ 100`000) that can be registered at the minimum license fee ($ 100). In two of the other most popular offshore tax havens, the Bahamas and British Virgin Islands, the minimum IBC license fee is $350, compared to $100 in Seychelles.

(!) Apart from the Government license fee, additional professional fees are usually payable for various company administration services provided by the Registered Agent. All of these fees are detailed in our schedule of fees.

No paid-up capital required

A Seychelles IBC is not required to have any minimum paid-up capital in order to start its business operations. Any amount of authorized capital can be stated in the IBC formation documents, as required by the owners. (Authorized capital is a notional amount of capital that the company is allowed to draw from its shareholders in consideration for the company shares.) The amount of the authorized capital can be freely determined at incorporation by the owners of the IBC and there are no mandatory timeframes as to when such capital must be paid up by the shareholders. All in all, the capital structure of a Seychelles IBC can be extremely flexible and can accommodate all variety of business circumstances and needs.

No financial reporting

Seychelles International Business Companies are not required prepare of file any financial accounts. The IBC is free to arrange its accounts in any manner that is most fit for the company owners, so as to enable them to establish the financial position of the Company with reasonable accuracy.

Flexible corporate structure

A Seychelles International Business Company has an independent legal personality and possesses the same powers as a natural person.

A Seychelles IBC requires a minimum of only one shareholder, and one director, both of whom may be the same person. There is no requirement to have any local directors or shareholders and foreign individuals or corporate bodies can be shareholders or directors of a Seychelles IBC. Apart from the director, the company does not have to appoint any other officers.

The shareholders, directors and officers of a Seychelles Business Company may be individuals or corporations and of any nationality. The shareholder's or director's meetings need not be held in the Seychelles and there is no requirement for a regular Annual General Meeting.

Meetings can be held by telephone or other electronic means; alternatively, directors as well as shareholders may vote by proxy.

The corporate structure of the Seychelles International Business Company can be designed in accordance with the widest variety of requirements.

A large variety of the type and form of shares

A Seychelles IBC may issue registered shares or bearer shares, and any of these may be designated as voting shares, non-voting shares, shares having more or less than one vote per share, shares that may be voted only on certain matters or upon the occurrence of certain events, shares that may be voted only when held by persons who meet specified requirements, no par value shares, unnumbered shares, common shares, preferred shares, redeemable shares and shares that entitle participation only in certain assets.

Bearer shares

A Seychelles International Business Company may issue bearer shares, and there are currently no specific requirements in the law towards immobilisation or discrimination against the usage of bearer shares. In a Seychelles IBC having bearer shares, the company ownership may be transferred by simply passing the share certificate document from the existing owner to a new one.

Name requirements for Seychelles IBC`s

A Seychelles IBC may not be registered under a name that is identical to the name of an existing Seychelles company. The registration of a new IBC may also be refused if its name so nearly resembles the name of another company as to be calculated to deceive, except where the (other) company gives its consent.

The "restricted names" for a Seychelles IBC are those that contain the words "Assurance", "Bank", "Building Society", "Chamber of Commerce", "Chartered, "Cooperative", "Imperial", Insurance", "Municipal", "Trust", "Foundation", or a word conveying a similar meaning, or any other word that, in the opinion of the Registrar, suggests or is calculated to suggest the patronage of or any connection with Seychelles or the Government of Seychelles or with any other country or the Government of that country. The Registrar may permit the incorporation of a company under a name that includes the word "Seychelles" if the Registrar thinks there is a good reason for doing so.

The Registrar may also refuse the registration of any particular name if, in the opinion of the Registrar, such name is indecent, offensive or, in the opinion of the Registrar is otherwise objectionable or misleading.

The name-endings denoting the type of company

The name of a limited company, shall end with a word or abbreviation denoting a corporate body or limited liability. The most popular name-endings include any of words like "Limited", "Corporation" or "Incorporated"; the words "Societe Anonyme" or "Sociedad Anonima"; the abbreviation "Ltd", "Corp", "Inc", "GmbH", "AG", "OY" or "S.A."; or several other word or words, or abbreviations thereof. The actual choice of available corporate endings of the name of a Seychelles IBC is very wide, including abbreviations in many European languages. The full list of those endings and abbreviations can be found in Part III, Section 11(1) of the Seychelles International Business Companies Act - available in the Downloads section of our website.

MAIN CHARACTERISTICS OF THE SEYCHELLES INTERNATIONAL BUSINESS COMPANY

Factor	Description
Income tax and business tax in Seychelles	None
Conduct business internationally	Yes
Conduct business within Seychelles	No
Formally considered as resident in Seychelles	No
Official language / language of documents	English
Operational objects	General clause, may be specified as required
Minimum paid-up capital	No minimum requirements
Optimum amount of authorized capital (maximum amount at minimum Government fee)	USD 100`000
Minimum Government license fee	USD 100
Considerations to the capital	In any currency or in kind
Bearer shares	Allowed
Minimum number of directors	One
Minimum number of Members (shareholders)	One
Non-resident directors	Allowed
Corporate directors	Allowed
Registered Agent and Address in Seychelles	Required
Register of Directors	To be kept by the Registered Agent
Register of Members	To be kept by the Registered Agent
Register of Members filed for public record	No
Disclosure of beneficial owners to Registrar	No
Disclosure of beneficial owners to Registered Agent	Yes (confidential due diligence)
Holding of Annual General Meeting	Not required
Convention of Meetings of Directors / Members	Anywhere in the world, also by proxy
Corporate Minutes and Resolutions	To be kept by the Registered Agent
Corporate Seal	Not required
Keeping of accounts	Not required
Auditing of accounts	Not required
Filing of accounts	Not required
Access to double-tax avoidance treaties	Not available to IBC?s
Subject to currency controls / restrictions	No
Redomicile a foreign company into Seychelles	Yes
Redomicile a Seychelles company abroad	Yes
Net time to incorporate	1-2 business days
Ready-made (shelf) companies	Available

HONG KONG

GENERAL INFORMATION
INTRODUCTION
Hong Kong is located in the South China Sea 100 miles south east of Guangzhou (formerly known as Canton). As of the1st July 1997 under the Sino-British Agreement of December 1984, Hong Kong became a Special Administrative Region (HKSAR) of the People's Republic of China. Hong Kong is the leading South East Asian centre for both finance and commerce and ranks as the world's third largest financial centre after New York and London. The Hong Kong Stock Exchange is the most active in Asia outside Japan.

LANGUAGE
The official languages are English and Chinese. The Cantonese dialect is the most widely spoken although Mandarin is becoming more popular.

TYPE OF LAW
The legal system of Hong Kong is English Common Law supplemented by locally enacted Ordinances. Under the 'one country - two systems' philosophy, the SAR has executive, legislative and independent judicial power. The capitalist system, legal structure and lifestyle remain unchanged.

COMPANY INFORMATION
TYPE OF COMPANY FOR INTERNATIONAL TRADE AND INVESTMENT
Private Company limited by Shares.

TIME TO INCORPORATE
One Day, but allow ten working days for receipt of documentation.

RESTRICTIONS ON NAME AND ACTIVITY
Names which suggest any connection to the Central People’s Government or the Government of Hong Kong Special Administrative Region or which are offensive or otherwise contrary to the public interest or whose use would constitute a criminal offence are generally prohibited. Certain words which suggest specialist activity can only be used when the appropriate licences have been obtained e.g. Asset management, Building society, Fund management Chamber of Commerce, Kaifong, Municipal, Royal, Savings, Trust, Bank, Insurance and Assurance.

CLASSES OF SHARES PERMITTED
Ordinary shares, preference shares, redeemable shares and shares with or without voting rights.

DISCLOSURE OF BENEFICIAL OWNERSHIP TO AUTHORITIES
No.

LICENCE FEES
The Business Registration Fee (BRF), currently HK$2,600, is payable within one month of the date of incorporation and then due annually on the anniversary of the first payment.

FINANCIAL STATEMENT REQUIREMENTS
Every Hong Kong company must produce annual audited accounts and appoint an auditor, who must be a member of the Hong Kong Society of Accountants and hold a practicing certificate. The company must keep accounting records, which may be kept at the registered office address or elsewhere at the discretion of the directors.

BAHAMAS OFFSHORE COMPANIES INCORPORATION

OVERVIEW OF KEY FEATURES

The Bahamas IBC legislation is similar to that of the British Virgin Islands.

Offshore companies registered in the Bahamas are tax free and there is no requirement to file annual returns or audited statements. A Bahamas IBC may do business anywhere in the world and there is no requirement for the Director(s) to be resident in the Bahamas.

Unlike most other jurisdictions, a Bahamas IBC may do business locally and may own local real estate. Any such local transactions however, are subject to exchange controls and stamp duty. Business conducted by the Bahamas IBC outside of the Bahamas is exempt.

There are additional government fees for high capitalization (over US $50,000.00).

Only one Director and one shareholder is required. The name of the Director(s) is filed with the Registrar, and is available to the Public; the name of the Beneficial Owner is not.

Bearer shares are not allowed.

OTHER JURISDICTIONS