How to Transfer Ownership of a Seychelles Offshore Company?

While it may sound hard or difficult to transfer the ownership of a Seychelles IBC (International Business Company). However, it could be simple and secure with proper guidance. Be it a company sale or restructuring of your offshore holding, complying with the legal and procedural steps guarantees protecting your interests as well.

The ease of doing business, the confidentiality and the favourable tax regime make Seychelles a go-to jurisdiction for offshore company formation. However, when it comes to ownership transfer, usually done through share sale or reallocation, there are some important legal and procedural matters that need to be taken care of.

This guide takes you through every step of the process while outlining key areas that need caution.

What are the practical consideration and key legal consideration for the transfer  ownership of a Seychelles offshore company? 

You must follow the rules before beginning the transfer. Most people use Seychelles IBCs primarily for offshore business purposes, such as holding assets. A change of owner typically means that the company shares are being transferred to a new individual.

Seychelles laws permit faster share transfer, but certain conditions must be met. The company’s status is one of those conditions. The company’s documents should be current and accurate during the company sale.

The seller and buyers undergo Know Your Custome or KYC checks to avoid money laundering and comply with the requirements.

Any transfer of shares and beneficial ownership records should be processed through a licensed registered agent within the Seychelles.

The data about shareholders and beneficial owners is not publicly filed. However, it should be updated with the registered agent and, through them, with the authorities.

The Memorandum and Articles of Association must also allow the transfer of shares. However, most IBCs are set up this way, yet it is prudent to verify. You also need to check any pertinent agreements or restrictions tied to the company.

Set up The Company and Prepare Documents

The very first thing you should do is to review the company’s status. Confirm that the company is in good reputation. This means the company is up-to-date on annual fees and shall not be under any penalties or be struck off.

Then assemble the following documents:

·        Certificate of Incorporation

·        Memorandum and Articles of Association

·        Register of Members and Directors

·        Share certificate

·        Latest Annual Return, if filed

·        Resolution approving the share transfer (if applicable)

·        Due diligence documents of the new owner

You should get permission from the current owner as well, and it must be in written form. In case the company uses a nominee service, request the service provider to prepare for the change. There might be some agents who will charge a fee to update the records. That is expected.

Executing the Transfer Step By Step

You are now in a position to execute the Seychelles IBC transfer. Here is a step-by-step process. 

a. Draft The Share Transfer Deed

This document shows that the existing shareholder has signed a pact to sell the shares to the new owner. It contains the number of shares, the name of the buyer and the data of transfer.

b. Sign the Deed

The Share Transfer Deed has to be signed by both the old and the new owner. A Notary Public is not needed in the majority of the cases, but it could be beneficial in case the banks request it in the future.

b. Update the Register of Members

The information of the new owner should be written in the Register of Members of the company. This is evidence of ownership. Moreover, the name of the previous owner should be removed.

d. Issue a New Share Certificate

The buyer is provided with a new certificate. It should show the number of shares and the data of the issue.

e. Inform the Registered Agent

Submit a copy of the Share Transfer Deed and other updated documents to your registered agent in Seychelles. They will update their internal file.

f. Inform the Bank

If the company has a bank account, notify the bank about the offshore ownership change. You might have to provide the transfer documentation and ID of the new owner.

Post-Transfer Maintenance and Compliance

Once the transfer is done, the new owner should maintain the company in good standing. The owner should pay government fees within the time and file the Annual Return if needed. Plus, keep the current record with the registered agent.

Keep all the documents safe. These included:

·        Transfer Deed

·        New Share certificate

·        Updated registers

These are the proofs of the new ownership.

What Are The Possible Pitfalls and How to Avoid Them?

Here are some of the most common issues people come across during the Seychelles IBC transfer:

a. Unpaid Fees

In case your company has unpaid fees, it is not possible to transfer. You should first pay all the dues.

b. Lost Records

You must ensure that you have all the company records. If you have lost any of your records, then the process of transfer can be delayed.

c. Nominee Issue

The con sent of the nominees might be required if the nominees are used. Ask your agent early.

To conclude

When properly done, a Seychelles IBC transfer may be quick and easy. Make all the required documents and carefully go through every step. After the transfer of the shares, the new owner should update all records and be in compliance to prevent upcoming problems. Legal and clean offshore change of ownership assures the seller and the buyer peace. If you are not sure, then consult your agent. 

‍