The Seychelles Financial Services Authority (“FSA”) is the regulator for non-bank financial services in the Seychelles. Established under the Financial Services Authority Act, 2013 (“FSA Act”), the FSA is responsible for the licensing, supervision of persons in and development of the non-bank financial services industry of the Seychelles.

The FSA is also responsible for the registration of International Business Companies, Foundations, Limited Partnerships, Trusts, Security Dealers, Investment Advisors, International Trade Zone Companies, Insurance Companies, Insurance Brokers, Insurance Agents, Casinos, Slot Machines and Hire Purchase and Credit Sales in the Seychelles.

All applicable fees are outlined in the Prescribed Fees.

A Politically Exposed Person (PEP) is an individual who is or has been, during the preceding 3 years, entrusted with a prominent public function in —

• Seychelles
• any other country or
• an international body or organisation

This also includes an immediate family member or a close associate of a person entrusted with a prominent public function.

Examples of PEPs include government ministers or equivalent politicians, senior government executives, high ranking judges, high-ranking military officers, or board members or executives of an international organization.

The Authority is obliged to recognize the need for transparency and fairness. In this regard, the Complaints Handling Guidelines document includes details on how to file complaints regarding the way in which the Authority carries out its functions.

For the purposes of this guidelines “complaint” means any expression of dissatisfaction about:

• the manner in which the Authority has carried out its functions;

• the conduct of the Authority’s management, employees or persons acting on its behalf in the purported exercise of such functions;

• complaints connected with the operations or management of licensees.

If an applicant is not a resident of Seychelles, the equivalent of the Tax Clearance Certificate must be submitted from the relevant country’s tax authority where the person resides. In order to facilitate this process, the FSA may issue a letter to the applicant (upon request by the applicant) which can be used to request this information from the relevant tax authority outside Seychelles. Duly note that the Tax Clearance Certificate should not be older than 3 months.

Enquiries on licensing related matters should be forwarded to the FSA:

By Post:      

Chief Executive Officer

Financial Services Authority

P.O. Box 991

Victoria

Mahé

Republic of Seychelles

By e-mail: 

 Chief Executive Officer : damien@fsaseychelles.sc

Deputy Chief Executive Officer :  zenabe.daman@fsaseychelles.sc

Fiduciary sector queries : fiduciary.supervision@fsaseychelles.sc

Insurance sector queries : igp.supervision@fsaseychelles.sc

Capital Market and Collective Investment Schemes queries : capitalmarkets.supervision@fsaseychelles.sc

Gambling sector queries : igp.supervision@fsaseychelles.sc

ITZ sector queries : ITZsection@fsaseychelles.sc

Registry queries : Registry@fsaseychelles.sc

Enquires on other matters under the ambit of FSA

Policy, Research and Statistics queries : policyunit@fsaseychelles.sc

AML / CFT queries : amlcft@fsaseychelles.sc

Legal queries : legalunit@fsaseychelles.sc  

Corporate Communication queries : comms@fsaseychelles.sc

Tel:              +248 4 380 800

Fax:             +248 4 380 888

Yes, a licence application may be submitted by a third person or by post. However, we encourage the applicant to submit the application personally. The FSA will first review the application to verify its completeness (i.e. all necessary documents have been submitted) and the necessary feedback will be provided to the applicant in the shortest possible time-period. This is to ensure that there is no delay in the processing of your application.

Applications submitted via proxy or through third parties, may experience delay due to chain of communication. Subsequently the Authority ultimately communicated to the “applicant” as provided on the application received, with the third party copied in.

The application forms and application guidelines for the different licences are available on the FSA’s website (www.fsaseychelles.sc).  

The applicant shall follow the instructions provided in the guidelines and application form to ensure that the application submitted has been completed in full. Failure to disclose and submit all necessary information a ground for the FSA rejecting the application.

All applications seeking the approval of the FSA for a licence must be addressed and either hand delivered or mailed to:

Chief Executive Officer

Financial Services Authority

P.O. Box 991

Victoria

Mahé

Republic of Seychelles

All applicants should become familiar with the FSA’s Codes and application procedures Guidelines. Applicants are advised that the relevant legislations, codes and guidelines, pertaining to the licence being applied for, are available on the FSA’s website (www.fsaseychelles.sc).

In relation to legislations, please note Disclaimer on some consolidated laws whereby the FSA notifies individuals that the consolidated laws are for references purposes and guidance.  The FSA does not accept any responsibility for its accuracy or entirety. For all purposes of interpreting and applying the law, the official version of the law published in the Official Gazette should be consulted.

The  FSA Service Standards Policy and Procedures  outlines the timeframe to respond to an application.

The application fee once paid to the FSA is nonrefundable.

To register an IBC in Seychelles, the interested person must approach an International Corporate Service Provider (ICSP) licensed in Seychelles by the FSA who will in turn laisse with the FSA to register the company. Click here for the list of licensed CSP.

The Service standards outlines the timeframe for registration.

Kindly note that the International Business Companies Act, 2016 makes provision for company searches to be requested from the Financial Services Authority (“FSA”) by the provision of a company name or a company number. Please send your request to enquiries@fsaseychelles.sc and you will be guided as to how to make the request and the fee payable.

The following licenses are issued under the ICSP Act:

• International Corporate Services Licence
• International Trustee Services Licence
• Foundation Services Licence

“International Corporate Services” is defined under the ICSP Act as the provision of any of the following services in or from within Seychelles:

• the formation (including continuation), management or administration of a specified entity
• serving as a registered agent, director or other officer of a specified entity
• the provision of a registered office, place of business or address for a specified entity
• serving as a nominee shareholder in a specified entity
• such other services as may be prescribed

A specified entity includes:

• an international business company
• a company issued with a special licence under the Companies (Special Licences) Act
• a protected cell company
• a limited partnership established under the Limited Partnerships Act
• such other body corporate as may be prescribed

“Trustee Services” is defined under the ICSP Act as the provision of any of the following services in or from within Seychelles:

• services connected with the formation, registration or administration of a trust
• serving as a resident trustee of a trust
• such other services as may be prescribed

“Foundation services” is defined under the ICSP Act as the provision of any of the following services in or from within Seychelles:

• services connected with the formation, registration (including continuation) or administration of a foundation
• serving as a registered agent, councilor of a foundation
• the provision of registered office of a foundation
• the provision of councilor or protector for Seychelles foundations
• such other services as may be prescribed

Depending on the month during which the application is approved by the FSA, the applicant shall be entitled to a reduced first annual fee which will be pro-rated on a quarterly basis.

Section 4(2) of the ICSP Act requires every licensee to pay the annual licence fee and lodge with the FSA’s Compliance Form as prescribed by the FSA in January of each year.

Should a licensee fail to lodge the Compliance Form together with the payment of the annual licence fee in full on or before 31st January in any year, a penalty equivalent to 50% of the annual licence fee will be applied on the licensee for each month or part thereof during which the annual licence fee remains unpaid. Duly note that that this may lead to a revocation of the license.

Section 8(2) of the ICSP Act provides that a licensee shall have and maintain an issued and fully paid up share capital as set out in Schedule 4 of the ICSP Act as follows:

• Not less than SCR150,000 where the licensee holds an international corporate services licence
• Not less than SCR200,000 where the licensee holds a foundation licence
• Not less than SCR250,000 where the licensee holds an international trustee services licence

Where a licensee holds more than one licence under the ICSP Act, the FSA will accept the minimum paid-up share capital to be the higher applicable amount of the licences being held.

Yes.

Protected Cell Companies (PCCs) may be set up in Seychelles under either the IBC Act, 2016 or the Companies Ordinance, 1972 in the following manner:

By lodging a PCC application under the Protected Cell Companies Act, 2003. The application guidelines for PCC provides for the application requirements and the relevant fees; or

By lodging a PCC application under the International Business Companies Act, 2016 (“IBC Act”). Section 221 and the Second Schedule (Part 1) of the IBC Act outlines the application requirements and the relevant fees respectively. The IBC guidelines provides additional information on the application procedures and requirements (http://www.fsaseychelles.sc/index.php/legal-framework/fiduciary).

US$100,000 or its equivalent in a currency that is fully convertible to other internationally accepted currency.

Yes, both domestic and non-domestic insurers should maintain their paid-up capital in a Seychelles bank account at all times.

It is not required to appoint the Principal Insurance Representative; the company secretary may suffice. However, a registered agent can be appointed as the PIR subject to approval from the Authority.

Pursuant to section 11 of the Insurance Act, 2008, if the FSA has reasonable grounds to believe that, in order to enable it to exercise its supervisory role as the insurance regulator, it may require a license to operate an office in Seychelles.

Yes, you will have to lodge a formal application with the FSA for same.

No.

The below taxes are applicable on each insurance policies:

• 15% Value added Tax (VAT) on gross premium (excluding Life Insurance, Marine cargo, and private medical insurance)
• 5% of the reinsurance premium ceded is charged as reinsurance withholding tax
• 1% Policy Owners Protection Fund (POPF) is levied on gross premiums

Sections 36 and 40 of the Insurance Act, 2008 requires that the FSA provide approval for the appointment of auditors and actuaries to all insurance companies. As per procedure, the approval is subject to a fit and proper assessment of the leading auditors and actuary representing the firms who will be handling the insurer's accounts. In order to conduct such assessment, the FSA will require the submission of a Personal Questionnaire (PQ) form accompanied by the relevant documents.

In line with section 67 of the Insurance Act, 2008 (“the Act”), the applicant of a broker license must submit the documents listed in the Insurance Broker guidelines on the FSA website.

The FSA is mandated to administer the Seychelles Gambling Act, 2014 (SGA), through which it licences, regulates and supervises casinos, slot machines and interactive gambling activities in the Seychelles. The other aspects of the gambling industry such as lottery and games of chance remain under the purview of the Seychelles Licensing Authority.

Yes. An application for a casino, slot machine or an interactive gambling licence under the SGA must be made by a company registered under the Companies Ordinance, 1972.

The FSA highly recommend that, the applicant –

• has located a designated premise to conducted the gambling activity in Seychelles which has been approved by the Seychelles Planning Authority (SPA) to be used for such gambling activities.

• has obtained the relevant sanction from the Government, through the Ministry responsible for Land for any non-Seychellois holding an interest in the applicant company to lease, purchase or acquire immovable property (land or building) in Seychelles for the proposed gambling activity.

Yes. The Seychelles Gambling Act section 43(1) prohibits the owning or possession of gambling devices without the appropriate licence.

No.

All employees of a casino, slot machine or interactive business must hold a certificate of approval issued by the FSA before they can be employed in the industry. An application for a certificate of approval shall be made to the FSA in the form of a Personal Questionnaire which is available on the FSA’s website. A person specified in section 34(1) of the Seychelles Gambling Act is not qualified for a certificate of approval.

The FSA does not supervise or regulate the foreign exchange market. This falls under the purview of the Central Bank of Seychelles.

The FSA does not supervise or regulate the foreign exchange market. This falls under the purview of the Central Bank of Seychelles.

Under section 3 of the Securities Act, the purpose of the Securities Authority is to –

• licence persons engaged in securities-related business and to monitor and supervise the conduct of such business by licences;

• promote the confident and informed participation of investors in Seychelles securities markets, and to foster fair, efficient and transparent securities markets in Seychelles;

• promote protection of investors in Seychelles securities though setting up and encouraging of high standards of professional and other activities within the securities market;

• maintain effective compliance and enforcement programs supported by adequate statutory powers;

• promote growth and development of Seychelles capital markets;

• suppress and prevent financial crimes and illegal practices;

• carry out research, and collect, compile and disseminate data and information on the Seychelles securities industry;

Under section 4 of the Securities Act, the duties of the Securities Authority are to –

• take all reasonable steps to ensure that any rules or regulations made under the Securities Act are compiled with;

• licence, supervise and regulate the activities of securities exchanges, clearing agencies and any securities facility;

• set standards of competence for licensees whether by way of examination or otherwise;

• approve the rules of securities exchange, clearing agencies and securities facilities;

• monitor and enforce rules for the conduct of business of licensees including suspension and revocation of licences in accordance with the Securities Act;

• promote and encourage high standards of investor protection and integrity among licensees, and to encourage the delivery by licensees of balanced and informed advice to their clients and to the public generally;

• support the operation of an orderly, fair and properly informed securities market;

• regulate the manner of trading and the range of securities traded on securities exchanges;

• take all reasonable steps to safeguard and protect the interest of investors in securities and to suppress illegal, dishonorable and improper practices in dealings in securities and in providing advice or other services relating to securities;

• co-operate with and assist other regulatory authorities that are concerned with securities or with operations of companies;

• exercise and perform such other duties as may be conferred or imposed upon it.

Under section 5 of the Securities Act, for the attainment of its purposes the Securities Authority (hereafter refers to as the Financial Services Authority) may –

• acquire and dispose of property of any description;

• make contracts or enter into other agreements;

• receive and expend money;

• grant licences in accordance with the Securities Act;

• require the payment of fees;

• prescribe such forms as it considers necessary for the purposes of the Securities Act or any regulations made under the same Act;

• for the proper administration of the Securities Act or any regulations made under, issue directions, guidelines or codes, and any licensee to whom a direction has been given or guidelines or codes have been issued shall comply with the direction, guidelines or codes, as the case may be;

• do all such other things as are required or incidental to the attainment of its purposes.

An exchange is a marketplace where securities, commodities, derivatives and other financial instruments are traded. The core function of an exchange is to ensure fair and orderly trading and the efficient dissemination of price information for any securities trading on that exchange. Exchanges give companies, governments, and other groups a platform from which to sell securities to the investing public.

Securities dealers include individuals or firms that specialize in security market transactions by

• assisting firms in issuing new securities through the underwriting and market placement of new security issues, and

• trading in new or outstanding securities on their own account.

Only underwriters and dealers that act as financial intermediaries are classified within this category. Security brokers and other units that arrange trades between security buyers and sellers but do not purchase and hold securities on their own account are classified as financial auxiliaries.

By their nature, securities dealers facilitate both primary and secondary market activity in securities. In particular, these institutions can help provide liquidity to markets, both by encouraging borrower and investor activity, not least through the provision of information on market conditions and through their own trading activity.

An investment advisor is a firm or person that, for compensation, engages in the business of providing investment advice to others about the value of or about investing in securities – stocks, bonds, mutual funds, exchange traded funds (ETFs), and certain other investment products and in issuing reports or analyses regarding securities, as part of regular business.

Advisors also typically provide ongoing advice about buying, selling and or holding investments and will monitor the performance of your investments and will monitor the performance of your investments and their alignment with your overall investment objectives. The fee that you pay for the advice is typically based on the value of all of the assets held in your account with the advisor. You may pay other fees and costs related to servicing your account and the investments that you buy, sell or hold. Advisors also may give advice about market trends or asset allocation or offer financial planning services.

The term means any person who acts as an intermediary in making payments or deliveries or both in connection with transactions in securities or who provides facilities for comparison of data respecting the terms of settlement of securities transactions, to reduce the number of settlements of securities transactions, or for the allocation of securities settlement responsibilities.

Such term also means any person, such as a securities depository, who

• acts as a custodian of securities in connection with a system for the central handling of securities whereby all securities of a particular class or series of any issuer deposited within the system are treated as fungible and may be transferred, loaned, or pledged by bookkeeping entry without physical delivery of securities certificates
• otherwise permits or facilitates the settlement of securities transactions or the hypothecation or lending of securities without physical delivery of securities certificates.

Securities facilities means any facility providing for securities lending or to finance the purchase or carrying of inventories of mortgage or other loans or securities in connection with a related business on by a restricted subsidiary and where the recourse of the lenders or other creditors under such facility is limited to the assets of such restricted subsidiary or to guarantees of such securities facilities by the company or restricted subsidiary permitted under this indenture.

The following persons shall have a minimum issued and paid-up capital of not less than as follows-

(a) Licensed securities dealer – US$50,000;

(b) Licensed investment advisor – US$25,000;

(c) Licensed securities exchange – US$150,000;

(d) Licensed clearing agency – US$100,000;

(e) Other licensed securities facility – US$50,000;

The International Trade Zone is created by an Act of parliament namely, the international Trade Zone Act, 1995 designed to cater for the need of redistribution and exportation of goods and services and it is geared towards exportation, while encouraging the inflows of foreign direct investment.

The Act provides the FSA with the power to licence, regulate and supervise all operations of the designated Zones in Seychelles as mandated by the International Trade Zone Act. These zones, designated by the Minister, are considered as ex-territorial and as such, some specific laws do not apply. These laws are specified in the ITZ Act and Regulations.

The following are the functions of an ITZ:

• License and Regulate business activities in the International Trade Zones
• Regulate employment activities in the zones;
• Site visit;
• Grievances;
• Joint consultation as may deem necessary;
• Processing of ITZ Work Permit

The following licences are issued under the ITZ Act:

• Light-Assembly Licence
• Processing Licence
• Redistribution Licence
• Export Services Licence
• Manufacturing Licence

An operation that provides a limited range of low intensity assembly activities, such as creating, repairing, or renovating products inside a fully enclosed building with minimal effects.

It is conversion of raw materials into finished goods which is carried out through mechanical or chemical operation.

This includes packaging and re-exporting of goods to other jurisdictions.

This includes repair and reconditioning of goods, warehousing, rental of storage and logistic services.

It is the process of production from raw or semi-raw materials to finished goods ready for sale.

The holder of an ITZ licence may provide an amount or value of its goods or services covered by its licence to the domestic market prior to approval from the FSA and it would be subjected to tax as per item 2.2 in the VAT ruling 2013.

The employee should request a grievance form, filed and submit to the FSA and addressed to the Employment and logistics Officer.

Under section 6 (8) of the Act, where a person fails to pay annual or other fee in respect of a licence, the licence shall cease to be valid on the day next following the day on which the fee becomes due and payable.

Hire purchase means a transaction where goods are purchased and sold on the terms that:

• Payment will be made in installments,
• The possession of the goods is given to the buyer immediately,
• The property (ownership) in the goods remain with the vendor till the last installment is paid,
• The seller can repossess the goods in case of default in payment of any installment,
• Each installment is treated as hire charges till the last installment is paid.

Credit Sales refers to a transfer of ownership of goods and services to a customer in which the amount owed will be paid at a later date. In other words, credit sales are those purchases made by the customers who do not render payment in full at the time of purchase. In this instance the contract is not a conditional sale agreement, i.e. ownership passes to the buyer upon sale.

A person willing to carry on a hire purchase or credit sale business shall make an application for a licence to the Authority in such form may be approved by the Authority. As a result, the FSA shall be the licensing and regulatory authority for the purpose of granting a licence for the hire purchase and credit sale business.

A licensee, who fails to pay the annual fee on or before the date of expiry of the licence, shall be liable to a penalty equivalent to 10% of the annual fee for each month or part thereof during which the annual fee remains unpaid.

In addition, where a licence fails to comply with subsection (2) and (3) of the HPCS Act within 3 months from the date of expiry of the licence, the licence shall be revoked by the Authority in accordance with the Financial Services Authority Act, 2013.

If the licensee fails to comply with the above the Authority shall revoke it licence.

Under the HP and CS in Section 4(1) and (2) stipulates that ‘A person shall not carry on hire purchase or credit sale business, except under and in accordance with the terms of a valid licence issued by the Authority and if any person fails to do so will be liable to a fine of SCR40,000 and where the contravention is continued after conviction with a further fine of SCR20,000 for every day on which the contravention continued.

Pursuant to Section 2(2) of the Beneficial Ownership Act 2020 (hereinafter referred to as “the Act”), the Act shall not apply to –

•  A listed company; 
• A legal person which is formed, incorporated or established outside of Seychelles, excluding an overseas company registered under the Companies Act.

Where one of the shareholders of an IBC is a listed company, the particulars of all the natural persons who ultimately owns or controls the listed company should be entered as beneficial owners on the IBC’s register of beneficial owner (“ROBO”).

As per paragraph 7 (f) of the Beneficial Ownership Guidelines, where the ownership structure of a legal person includes a legal arrangement that is a trust, the beneficial owners of the legal person would be the settlor, protector, trustee, named beneficiaries and any individual that meets conditions set out in Tier 2 (control through other means). This would apply, irrespective of whether the trust is registered in Seychelles.

The new beneficial owner will now have the obligation to make the declaration and update the ROBO accordingly.

The general principle is that a beneficial owner should at all times be a natural person. Consequently, if the trustee is a corporate trustee, the natural persons behind the corporate trustee will need to be identified.

As per regulation 3 (6) of the BO Regulations 2020, the beneficial owner shall be a natural person or persons who is:

  (a) the trustee

  (b) the settlor

  (c) the protector

  (d) the beneficiaries or class of beneficiaries

  (e) any other natural person exercising ultimate effective control over the trust or the legal arrangement, including any person who has, under the trust deed of the trust or any similar document, power   to -

       (i) appoint or remove any of the trustees of the trust;

       (ii) direct the distribution of funds or assets of the trust;

       (iii) direct investment decisions of the trust;

       (iv) amend the trust deed; or (v) revoke the trust; and

       (vi) any other person, known by the resident agent of the legal arrangement, who is exercising control over the legal arrangement.

Note that the 10% threshold is irrelevant when identifying the beneficial owners of trusts and other legal arrangements.

The same principle applies in the case of a discretionary trusts whereby all parties to the trusts are deemed BO of that trust.

Where the beneficiaries are named in the trust deed or are identifiable by reference to a class of beneficiaries, they are considered as beneficial owners for the purpose of the Act regardless of whether the interest has vested to the person and the registrable particulars should be entered on the ROBO accordingly.

Where the individuals (or some of the individuals) benefiting from the trust are yet to be determined or are not named in the trust deed, a description of the class of beneficiaries can be provided in the register of beneficial owners as provided under Paragraph 10 of the Beneficial Ownership Guidelines.

Yes, whether the nominee is a natural person or corporate body, details of the nominee should be entered into the ROBO, as per the registrable particulars of section 5 (1) of the Act. However, it is to be noted that the current provisions of section 5(1)(e)(i) of the Act does not appear to cater for details of corporate bodies at this point in time. In the event that a corporate body is serving as a nominee, the particulars to be entered would be:

•  the name of the legal person/corporate body; 
• registered address; 
• service address; and 
• incorporation number (as appropriate).

No, the Act clearly specifies that where the nominator is a legal person or body corporate, the identity of the natural person who ultimately owns or controls the nominator must be inserted.

By nature, a trust cannot own shares as it is not a legal entity. As its legal owner, Trustee A holds the shares of Company A on Trust A’s behalf. Bearing in mind the afore-mentioned, this cannot be considered as a nominee/nominator relationship as the trust does not nominate the trustee to hold shares on its behalf. The trustee does so in its capacity as the legal owner of the trust property for the fiduciary duty it holds towards the beneficiaries. Notwithstanding this and by virtue of regulation 3 (6) (a) of the Beneficial Ownership Regulations 2020, with regards to the trust, the trustee is only considered as a Beneficial Owner of the trust for the purpose of populating the ROBO and effectively a BO of Company A.

A shelf company is by nature owned by its Registered Agent. Thenceforth, the natural person(s) who ultimately owns or controls the Registered Agent shall be considered as its Beneficial Owners.

Pursuant to Regulation 3(2)(a) of the Beneficial Ownership Regulations, 2020, a natural person is considered a Beneficial Owner if he owns or controls 10% or more interests in a legal person. Therefore, if a person owns or controls less than 10% interest, the person need not be inserted on the ROBO and need not be populated on the Beneficial Ownership Database. In line with that and further to the provisions of the Beneficial Ownership Regulations, please be guided by sections 4 and 5 of the Beneficial Ownership Guidelines which shall assist in determining as to who should be considered as a Beneficial Owner and the circumstances in which they are considered as one.

However, in the case of identification of the beneficial owners of trusts and other legal arrangements, the 10% threshold is not applicable. All relevant persons must be identified.

The Act requires ROBO to be accurate and up to date. Consequently, it should capture all persons falling within the ambit of the new meaning of ‘beneficial owner’ introduced by the Act as from 28th August, 2020. Therefore, the details of any existing beneficial owner meeting the new definition as of that date, must be reflected in the ROBO.

Regardless of whether the foundation has identified any beneficiary, the ROBO of the foundation must kept. As per regulation 3 (4) of the Beneficial Ownership Regulations 2020, the beneficial owner in the case of a foundation shall be a natural person(s):

      (a) Who holds, whether directly or indirectly, absolute decision or veto rights in the conduct and management of the foundation;

      (b) Who holds the right, directly or indirectly to appoint or remove majority of the councilors of the Foundation;

      (c) Who is a beneficiary in whom an interest in vested;

      (d) Who is the default recipient of the assets of the foundation in the event of its termination; or

      (e) Any other person, who benefits from the foundation.

The nationality of a beneficial owner would usually be what is written on the nationality section on the individual’s passport. In other circumstances, if the identification document does not feature the nationality, the country that issues the identification document shall be considered as the nationality of the individual.