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Dormant Seychelles IBC: What You Still Owe Each Year
A dormant Seychelles IBC still pays the US$140 annual fee, keeps its registers and gives its agent a records declaration. The checklist and what it costs.
Licensed auditor & chartered accountant · 6 years of experience in offshore accounting
Plenty of Seychelles companies go quiet for a while: a holding company between deals, a paused project, a structure kept for later. In this post, we’ll walk you through what an IBC with no activity still has to do, the one shortcut the FSA allows for accounting records, what it costs to keep, and when closing it makes more sense.
Quick Summary
Seychelles law has no dormant status, so a quiet IBC keeps every obligation of an active one, including the US$140 annual fee due by each incorporation anniversary.
For accounting records, the directors give the registered agent a declaration that the company did not trade in the period.
Only holding companies with turnover of SCR 50 million or less skip the annual financial summary, so check which side your company falls on.
A dormant IBC costs US$850 a year with us, government fee included, and needs no bookkeeping while nothing trades.
Telling the Registrar the company has stopped business starts a strike-off, so either keep it renewed or close it properly.
What Counts as a Dormant Seychelles IBC
A dormant IBC is one with no trading, no income and no expenses, and often no assets. The word describes a situation, not a legal category: the International Business Companies Act 2016 has no dormant status, and its annual fee is owed by “each company which is on the Register” (section 12). The FSA’s IBC Guidelines allow a quiet company one simplification, for accounting records.
Dormant IBC Checklist
The table runs through each item on the annual compliance calendar and what it means for a company that is not trading.
Obligation | Applies to a dormant IBC? | What it involves |
|---|---|---|
Annual fee | Yes | US$140 by each incorporation anniversary, paid through the registered agent as part of the annual renewal |
Registered office and registered agent | Yes, at all times | Required in Seychelles whether or not the company trades (sections 161 and 164) |
Accounting records | Yes | Met with a directors’ declaration for any half-year with no trading |
Annual financial summary | Depends | Exempt only as a holding company with turnover of SCR 50 million or less; otherwise kept at the registered office within 6 months of the year end |
Registers of members and directors | Yes | Kept current, with director changes filed within 30 days; current directors’ names and appointment dates public from 1 January 2027 |
Beneficial ownership register and yearly review | Yes | Kept at the resident agent’s office, with ownership reviewed at least once a year, including once in the 3 months before the anniversary |
Seychelles tax return | No, unless in a multinational group | Per Seychelles Revenue Commission guidance, an IBC with no activity or income in Seychelles has none to file; the SRC expects multinational group members to file |
A dormant IBC needs no Seychelles tax identification number (TIN) either, and since 21 August 2026 the SRC has stopped issuing new TINs to IBCs not operating in Seychelles that want one only for bank purposes.
The Dormant Declaration for Accounting Records
Every IBC must keep records that show and explain its transactions (section 174). Where there are none, paragraph 32.10 of the IBC Guidelines requires a declaration of that fact, which counts as compliance. The FSA template, Annexure 24, has two options:
the company has not traded since incorporation, is dormant and has no assets or liabilities
the company did not trade in a named half-year, January to June or July to December, and has no records to lodge
The directors sign the declaration and send it to the registered agent, and a scanned copy by email is enough. It is kept, not filed, and it covers the records duty only.
The half-year option matches the accounting records rules, under which records kept outside Seychelles are lodged at the registered office by the end of July for January to June, and by the end of January for July to December (FSA Circular No. 9 of 2021).
What It Costs to Keep a Dormant IBC
Dormancy leaves what a Seychelles company costs each year unchanged.
The government’s share is the US$140 annual fee. With us, a dormant IBC costs US$850 a year, covering that fee, the registered office and the yearly compliance work, declarations included. Bookkeeping, from US$350 a year, only comes in once the company trades.
Over three years, that is US$2,550 from formation: the US$850 formation, which includes year one, plus two US$850 renewals.
Keep It Dormant or Close It
Keep the company if:
You plan to use it within a year or two. Waking it takes a few updates.
It holds an asset or an account you want to keep. Anything left in a company when it is dissolved vests in the Government of Seychelles (section 279).
A counterparty knows it by name. A bank, buyer or partner values its name or incorporation date.
You would rather not incorporate again. A new company means new KYC, new documents and a new registration number.
Close it if:
you have no plan for it
it holds nothing
the yearly fee buys you nothing you need
Two routes close it properly:
Voluntary winding up, for a solvent company in good standing. The directors approve a plan, the members appoint a liquidator, the resolution is filed within 40 days of being passed (US$50 government fee), and the liquidator’s completion notice (US$75) brings a certificate of dissolution (sections 281 to 297).
A ceased-business resolution, sent through the registered agent. The Registrar then gives a 30-day notice, publishes a Gazette notice and can strike the company off 60 days later, which also dissolves it (Guidelines paragraph 39.15; sections 272 and 275).
Letting it lapse is not a way out. An unpaid company is struck off and dissolved on the 181st day after its fee fell due (FSA Circular No. 2 of 2025), but its fees and penalties stay owed, and its directors’ and members’ liabilities are unaffected (section 274).
Bringing a Dormant IBC Back Into Use
Before the company trades again:
Confirm the fees are paid. A certificate of good standing (US$25 government fee) is only issued once every fee and penalty is paid (section 351).
Update owner and director details. Director changes are filed within 30 days (section 152), and a new beneficial owner declares to the company within 21 days (Beneficial Ownership Act, section 10).
Keep records from the first transaction. Lodge them on the July and January windows; a trading company also needs an annual financial summary at any turnover.
Check whether the activity needs a licence. Banking is barred anywhere, insurance and securities business are barred in Seychelles and allowed abroad only where the company is licensed there, and mutual funds, gambling, corporate, trustee or foundation services and virtual asset services need the matching licence (section 5).
Our annual compliance service handles the declarations while a company is quiet and the record lodging once it trades again.
FAQ
Does a dormant IBC still pay the annual fee?
Yes. Every company on the register owes the annual fee, US$140 for a standard IBC, by each incorporation anniversary, whether or not it traded. Paying late adds a penalty of 10% of the fee within 90 days and 50% after (section 12), and a company unpaid for 180 days is struck off and dissolved.
Can I register my IBC as dormant with the FSA?
No, there is no dormant status to apply for. The directors’ declaration covers the accounting records duty, and a resolution telling the Registrar the company has stopped business starts a strike-off, not a dormant period.
Does a dormant IBC need a financial summary?
It depends on what the company holds. Only a holding company, one with no trade of its own that holds interests in other companies or assets, is exempt, and only with turnover of SCR 50 million or less. A company that holds nothing does not fit that definition and the rules do not address it directly, so we check each company’s position before its summary falls due.
