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Seychelles Company Documents: What You Get at Incorporation
What you receive when a Seychelles IBC is formed: the certificate of incorporation, memorandum and articles, 3 registers, share certificates and resolutions.
Licensed auditor & chartered accountant · 6 years of experience in offshore accounting
A Seychelles IBC comes with a small set of documents that prove it was incorporated, show who owns and runs it, and get requested by banks and counterparties for as long as the company operates. In this post, we’ll walk you through each document, what it proves, where it is kept, and the certificates you can order later.
Quick Summary
The certificate of incorporation, issued and sealed by the Registrar, is conclusive evidence that the company was incorporated under the IBC Act.
The memorandum and articles of association are the company’s constitution and bind the company and every member.
The register of members is the legal record of ownership, and share certificates exist only where the articles provide for them.
The register of directors is kept at the registered office, and a copy is filed with the Registrar within 30 days of the first directors’ appointment.
From 1 January 2027, current directors’ names and appointment dates become publicly available, while shareholders stay private.
Certificates of good standing, official search certificates, incumbency certificates and apostilles can all be ordered later.
The Seychelles IBC Document Pack at a Glance
Our US$850 all-in formation includes every document below, delivered as a digital document pack.
Document | Issued or kept by | What it proves | Where it sits |
|---|---|---|---|
Certificate of incorporation | The Registrar | The company was incorporated under the IBC Act | Issued to the company |
Memorandum and articles of association | The company, registered by the Registrar | The company’s constitution and internal rules | On the Registrar’s file |
Register of members | The company | Who owns the shares | Registered office in Seychelles |
Register of directors | The company | Who the directors are | Registered office, with a copy filed with the Registrar |
Share certificates | The company, where the articles provide | A member’s shareholding | With each shareholder |
First directors’ resolutions | The directors | Decisions taken at formation | Wherever the directors keep minutes |
Register of beneficial owners | The company | Who ultimately owns or controls it | Resident agent’s office, with particulars filed with the FIU |
A company seal is optional under section 40 of the International Business Companies Act 2016.
Certificate of Incorporation
Once the application is approved, the Registrar allots the company a unique registration number and issues the certificate, signed and sealed with the Official Seal (section 10). Under section 11, it is conclusive evidence that the company was incorporated under the Act and that the incorporation requirements were met. A certificate of good standing is what shows the company is still on the register.
It is the last step of Seychelles company formation, and the first document on a bank’s list. If the company’s name is not in English or French, the certificate shows the name and its certified translation, so the exact name that passed the Seychelles company name rules is on record. A lost or damaged certificate can be replaced with a duplicate marked as such (section 352A).
Memorandum and Articles of Association
The memorandum and articles are the company’s constitution. They are filed with the application, registered by the Registrar, and bind the company and every member (section 11). Together they set out the company’s shares and internal rules.
Objects are optional (section 17), and whatever the documents say, they have no effect where they conflict with the IBC Act (section 11(4)). No clause can authorise one of the activities prohibited for a Seychelles IBC. Both documents can be written in English, French or another country’s official language, with a certified English or French translation where needed (sections 19 and 21).
Which Documents Prove You Own a Seychelles Company
The register of members is the legal record of ownership. Section 104 requires it to show each shareholder’s name and address, the number and class of shares held, the dates each person joined or left, and whether a member is a nominee, with the identity of the person they act for. It is kept at the registered office in Seychelles (section 104), is not filed with the Registrar unless the company chooses to file a copy (section 349), and only directors and members have a right to inspect it (section 107).
Share certificates support that record rather than replace it. A company issues them only in the circumstances its articles set out, signed by a director or another authorised person, or under the company seal (section 58). Keeping both in order matters whenever you open a bank account, sell the company or need to prove control, and losing track of them is one of the quieter Seychelles company formation mistakes.
Register of Directors
Every IBC keeps a register of directors at its registered office. Section 150 requires it to record each director’s name and address, date of birth and nationality (or incorporation details for a corporate director), and the dates of appointment and departure. Each director must consent in writing before being appointed (section 134).
Under the IBC (Amendment) Act 2026, first directors must be appointed within 30 days of incorporation. A copy of the register goes to the Registrar within 30 days of that appointment, and within 30 days of any later change (section 152). The same Act adds two changes:
nominee directors, and the identity of the person they act for, must be recorded in the register by 31 December 2026
from 1 January 2027, the names and appointment dates of current directors become publicly available through the Registrar
Resolutions and Minutes
The first directors’ resolutions record the decisions taken at formation, such as issuing the first shares or authorising a bank account application. Minutes and resolutions can be kept anywhere the directors decide.
If they are not kept at the registered office, the company must give its registered agent the physical address where they are kept, and report any change of address within 14 days (sections 126 and 157).
Register of Beneficial Owners
Separate from the register of members, the Beneficial Ownership Act 2020 requires every IBC to keep a register of beneficial owners at its resident agent’s office (section 5). It records every natural person with 10% or more of the shares or voting rights or control by other means, including anyone behind a nominee, and its particulars are submitted to the Financial Intelligence Unit’s database.
The register is not public. The company’s directors and members can inspect it, each beneficial owner can see their own entry, and only designated Seychelles authorities, such as the FIU, FSA, police and Seychelles Revenue Commission, can search the database. Those authorities can share information with foreign counterparts, including tax authorities, only on a formal request.
Documents You Can Order Later
Document | What it shows | Typical use |
|---|---|---|
Certificate of good standing | The company is on the register and all fees and penalties are paid | Bank reviews, contracts and licence applications |
Certificate of official search | Name, registration number, previous names, incorporation date, registered office, registered agent, annual fee due date and status | Verifying a company’s details |
Certificate of incumbency | A dated confirmation of the company’s directors, shareholders and status | Bank account opening and larger transactions |
Certified copies | True copies of documents filed with the Registrar | When sending an original is not practical |
Apostille | That the signature and seal on a Seychelles public document are genuine | Foreign banks, courts and authorities |
A certificate of good standing is only issued while the company is on the register with every fee paid. Otherwise, the Registrar issues a certificate of official search instead, at no extra fee (section 351). From 1 January 2027, the official search also shows current directors’ names and appointment dates.
A certificate of incumbency costs US$150 with us, as an optional extra on top of what a Seychelles company costs each year. Seychelles has been party to the Apostille Convention since 31 March 1979, so its public documents, such as Registrar certificates and notarised copies, can be apostilled for use in other member countries.
How Long Company Records Are Kept
The registers of members, directors and charges are preserved for at least 7 years after a company is struck off or dissolved (section 169A). Accounting records are kept for 7 years, and a former beneficial owner’s entry can be removed from the register of beneficial owners 7 years after they cease to hold that position (section 8 of the Beneficial Ownership Act).
Keep your own copies for at least as long, since banks and counterparties can ask about a company’s history well after the fact.
FAQ
How do I verify a Seychelles company?
Order a certificate of official search from the Registrar, which confirms the company’s name, registration number, incorporation date, registered office, registered agent and status (section 352). If the company is in good standing, a certificate of good standing confirms that its fees are paid.
Are Seychelles company documents public?
Partly. The registers of members and beneficial owners are private, and the register of directors is filed with the Registrar but not open to the public. Documents filed with the Registrar, such as the memorandum and articles, can be inspected and copied by anyone who pays the fee (sections 347 and 348), anyone can order an official search, and from 1 January 2027 current directors’ names and appointment dates become publicly available too.
Can I replace a lost certificate of incorporation?
Yes. The Registrar can issue a duplicate certificate, endorsed as a duplicate of the original, once satisfied that the original was lost, defaced or destroyed (section 352A).
Do my company documents need an apostille?
Only when a bank, court or authority outside Seychelles asks for one. An apostille certifies the signature and seal on a Seychelles public document, such as a Registrar certificate or a notarised copy, so other members of the Apostille Convention accept it without further legalisation.
