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Seychelles IBC Requirements: Directors, Shares and Capital
Seychelles IBC requirements explained: one director, one shareholder (the same person is fine), no minimum share capital, and no local director or travel.
Licensed auditor & chartered accountant · 6 years of experience in offshore accounting
A Seychelles IBC asks less of its owners than almost any other company type: one director, one shareholder, no minimum capital, and no rule that any of them live in Seychelles. In this post, we'll walk you through the requirements in full: directors, shareholders, share capital, the local presence the law does require, and everything it doesn't.
Quick Summary
A Seychelles IBC needs a minimum of one director (section 130 of the IBC Act 2016), who can be an individual or a company, of any nationality, living anywhere.
It needs a minimum of one shareholder (section 99), and the same person can serve as sole director and sole shareholder, so one person can own and run the entire company.
There is no minimum share capital: shares can have par or no par value, be denominated in any currency, and remain unpaid; the common 100,000 shares at US$1 each is convention, not law.
Bearer shares are not permitted under any circumstances.
The law requires a registered office in Seychelles and incorporation through an FSA-licensed corporate service provider; it does not require a local director, a company secretary, an annual general meeting, or travel.
The register of members stays off the public record; director names and appointment dates become publicly inspectable from 1 January 2027.
Seychelles IBC Requirements at a Glance
Every requirement in this post comes from the International Business Companies Act 2016, the law behind every Seychelles International Business Company. Here is the whole picture in one table:
Requirement | What the law says |
|---|---|
Minimum directors | 1 (s.130), individual or corporate |
Minimum shareholders | 1 (s.99), can be the same person as the director |
Nationality or residency rules | None, for directors or shareholders |
Minimum share capital | None; par or no-par, any currency, unpaid is fine |
Bearer shares | Not permitted |
Company secretary | Not required |
Annual general meeting | Not required |
Registered office in Seychelles | Required |
Travel to Seychelles | Not required |
The sections below take each row in turn, because a few of the short answers hide details that matter.
Director Requirements for a Seychelles IBC
The minimum number of directors for a Seychelles IBC is one, set by section 130 of the Act. That director can be a natural person or a corporate body, meaning another company can act as director, which is useful in group structures where a parent entity manages its subsidiaries.
There are no nationality or residency conditions: a director of any citizenship can live anywhere, and no Seychelles-resident director is required or needs to be appointed for appearances. Directors owe the usual duties to act in good faith and in the company's best interest, so the role is a real one whoever holds it.
The company keeps a register of directors, and a copy is filed with the Registrar. That filed register is not open to the public today. From 1 January 2027, the names and appointment dates of current directors become publicly inspectable under the IBC (Amendment) Act 2026, so plan on director identities being visible from that date.
Shareholder Requirements for a Seychelles IBC
The minimum is one shareholder, set by section 99. Shareholders face the same open door as directors: any nationality, any country of residence, and corporate shareholders are allowed, so a holding company or another IBC can own the shares.
Can the shareholder and the director be the same person? Yes. A sole director and shareholder IBC is a completely standard setup, and many of the companies we form are exactly that: one founder holding 100% of the shares and acting as the only director. No second person is needed at any point.
The register of members is kept at the registered office in Seychelles. It is not filed with the Registrar and it is not public. That privacy has clear limits: beneficial owners holding 10% or more are recorded in a government database that regulators, law enforcement, and foreign tax authorities on request can access, and director details sit with the Registrar. Shareholders stay off the public record even after the 2027 change; invisibility to authorities is not on offer.
Seychelles Share Capital Requirements
There is no Seychelles share capital requirement in the sense most company laws mean it. The Act sets no minimum, no deposit, and no paid-up test:
No minimum amount. A company with one share of US$1, unpaid, is validly capitalised.
Par or no-par value. You choose whether shares carry a stated value.
Any currency. US dollars are typical, but euros, pounds, or any other currency work.
Unpaid shares are fine. Nothing needs to be deposited in a bank before or after incorporation.
You will often see IBCs registered with an authorised capital of 100,000 shares at US$1 each. That figure is a drafting convention that leaves room to add shareholders later; it is not a legal requirement, and no one pays US$100,000 in.
The one hard prohibition is bearer shares. Every share must be registered to a named holder; instruments that belong to whoever physically holds them are not permitted.
Registered Office and Local Presence
Two requirements in the Act do touch Seychelles itself. Every IBC must maintain a registered office in Seychelles, which serves as the legal address for records and notices rather than a trading address. And incorporation is filed by a corporate service provider licensed by the Financial Services Authority (FSA); owners do not file directly with the Registrar. Both are standard parts of the formation process, and both are included in our US$850 all-in formation package, along with the government fees, registers, and filings for year one.
Just as important is what local presence is not required:
No local director or local shareholder.
No office space of your own in Seychelles.
No company secretary, local or otherwise.
No annual general meeting.
No travel; the entire process runs remotely.
That short footprint, one person, no capital, nothing local beyond the statutory address, is a large part of the case for the jurisdiction, and the full list of Seychelles offshore company benefits builds on exactly these rules.
Documents That Back the Requirements
Meeting the legal requirements is the easy half; evidencing them is the paperwork. For each director, shareholder, and beneficial owner of 10% or more, expect to provide:
A certified copy of a valid passport.
Proof of residential address dated within the last three months.
A short description of what the business does and where.
A source of funds statement.
One to three proposed company names.
That is the whole list for a standard setup. Certification details and the step-by-step filing sequence sit inside the wider Seychelles company formation process, along with the timings each stage takes.
What's Required After Formation
The requirements do not end at the certificate. The annual government fee falls due on each anniversary of incorporation, and accounting records must reach the registered office twice a year: January to June records by 31 July, and July to December records by 31 January, with our Seychelles accounting services handling the preparation for companies that want it off their desk. Beneficial owners at the 10% threshold are filed in the database run by the Financial Intelligence Unit, and any change must be reported within 14 days.
FAQ
Can one person own a Seychelles company?
Yes. One person can hold 100% of the shares and act as the only director, with no second shareholder, no co-director, and no company secretary required. This sole owner-director setup is one of the most common structures on the register.
How many directors does a Seychelles IBC need?
One. Section 130 of the IBC Act 2016 sets the minimum at a single director, who can be an individual or a corporate body of any nationality, resident anywhere. You can appoint more, but the law never requires it.
Is there a minimum share capital for a Seychelles IBC?
No. Shares can be par or no-par value, in any currency, and can remain unpaid indefinitely. The 100,000 shares at US$1 you see on many incorporations is a convention, not a rule; one share is legally enough.
Does a Seychelles IBC need a local director or company secretary?
No to both. There are no residency or nationality rules for directors or shareholders, and the Act does not require a company secretary or an annual general meeting. The only mandatory local element is the registered office in Seychelles.
Are the directors and shareholders of a Seychelles IBC public?
Shareholders are not public: the register of members stays at the registered office and is never filed. Director details are filed with the Registrar and are not public today, but names and appointment dates of current directors become publicly inspectable from 1 January 2027. Beneficial owners are recorded in a non-public government database that authorities can access.
