Company Special Licence (“CSL”)

The CSL (Company Special Licence) is a Seychelles domestic company (incorporated under the Companies Act 1972), which is granted a special licence under the Companies (Special Licence) Act 2003 (the “CSL Act”).

Unlike the Seychelles IBC (which is a tax exempt entity and a non-resident for Seychelles tax purposes), the CSL is a tax resident of the Seychelles and may carry on permitted business inside as well as outside of Seychelles. The CSL has substantial appeal (particularly to international groups), as a tax-efficient vehicle for permitted uses under the CSL Act including, use as an intermediary holding company, to hold and license out intellectual property or as a consultancy services company.

  • A CSL is liable for Seychelles business tax at the rate of 1.5% on its world-wide taxable income (which, when a CSL is accessing a Seychelles Double Taxation Avoidance Agreement, may be fully avoided when tax credits apply – for example, if not less than 1.5% foreign withholding tax has been paid in respect of income received by a CSL). “Taxable income” means assessable (gross) income less allowable deductions.
  • A CSL is exempt from Seychelles withholding taxes on dividends, interest and royalties.
  • A CSL is exempt from Seychelles stamp duty on property transfers, share transfers and other business transactions.
  • The CSL (unlike the IBC) has access to Seychelles' steadily expanding network of double taxation avoidance agreements (“DTAs”) – including China, Thailand, Indonesia, Malaysia, Cyprus, South Africa, Botswana, Mauritius, Oman, etc. Details of any specific Seychelles DTA are available upon request. Seychelles DTAs with China and Indonesia are particularly attractive in terms of available tax relief.
  • Minimum number of directors: 2
  • Corporate directors permissible: No (only natural persons)
  • Local director requirement: No (However, having all or a majority of Seychelles resident directors, is essential where a CSL intends to access a Seychelles Double Taxation Avoidance Agreement)
  • Minimum number of shareholders: 2
  • Corporate shareholders permissible: Yes
  • Local shareholder requirement: No
  • Use of nominee shareholders is permitted, and while the name and address of each shareholder and beneficial owner are required to be disclosed to the Seychelles Government Registry, such information is subject to strict confidentiality obligations on the Registrar and is not accessible by public search of the Registry.
  • A Seychelles resident Licensed Company Secretary is required
  • Audit requirement: Yes
  • Requirement to file annual audited accounts:  Yes
  • Requirement to file annual company return: Yes
  • The filed Accounts and company return are not publicly accessible
  • A CSL is required to hold an Annual General Meeting
  • A CSL is a Seychelles resident for taxation purposes
  • Any charge, mortgage or other security interest created by a CSL over all or any of its assets is required to be registered in Seychelles pursuant to the provisions of the Companies Act 1972
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