Seychelles – Passive Foundations Account Keeping Requirements – Reviewed

Seychelles has recently introduced new Account keeping requirements as regards Seychelles IBCs and Seychelles Private Foundations.

 

There has been some consternation about how the rules work, particularly in respect of Foundations which are completely passive (the typical Seychelles Foundation is set up to own the shares of a Trading or Investment Company which generates all the revenue) or which own Companies that are yet to trade.

 

This article is designed to provide some clarity in regards to such issues.

 

FOUNDATIONS

 

Firstly, if a foundation was only formed in January 2022 and has not operated and does not yet have any assets or liabilities or income, then obviously no “accounting records” will exist. In such a case, the FSA’s Foundation Guide (which can be downloaded from here: https://fsaseychelles.sc/legal-framework/guidelines  – see paragraph 19.11 and Annexure 2) permits the Foundation to provide a declaration for accounting record purposes confirming that it has no activities/assets, etc. See below a sample of such a declaration.

 

Every foundation must provide an Annual Financial Summary (short-form accounts) – see Annexure 3 to the FSA’s Foundation Guide. However, the good news is that if a foundation was formed in January 2022, then it has until end June 2023 to provide its first Annual Financial Summary. This is clear from paragraph 19.14 of the Guide, which mirrors section 75(3)(a) of the Foundations Act: a foundation shall prepare an annual financial summary to be kept at its registered office in Seychelles within 6 months from the end of the foundation’s financial year. The default financial year is the calendar year, unless changed by resolution of councillors and notified to the RA (section 75(3C) of the Foundations Act).

 

The above relates to a foundation without assets/liabilities, which has not commenced operating or is dormant.

 

What about if you’re the typical case ie you’ve set up a foundation purely to hold shares in an active trading company? In this instance the corporate documents of the subsidiary company owned by the foundation would constitute accounting records and copies would need to be submitted to the Foundation’s Seychelles Registered Agent. Yes a “blank” Annual Financial Summary could be provided. However, the Annual Financial Summary should not be totally blank if the foundation owns shares, as these are an asset of the foundation, i.e. should appear on the balance sheet/Annual Financial Summary as an asset, at least at book value (the amount paid for the shares).

 

If the foundation has entered any financial-related agreements (such as a share subscription agreement or loan agreement, etc), these too will be “accounting records”.

 

Paragraph 19 of the FSA’s Foundation Guide provides comprehensive guidance regarding accounting record requirements for foundations.

 

IBCs

 

For an IBC, only a “large company” is required to prepare an Annual Financial Summary. “Large company” means a company which meets the annual turnover (income) threshold specified for a “large business” under the Revenue Administration Act, namely Seychelles Rupees 50,000,000 (approx. US$3.7 million as at today’s date ie 25.9.2022).

 

As with foundations, if an IBC has no assets/liabilities and has not yet traded or is dormant, for accounting record purposes it may provide a declaration: see paragraph 32.10 and Annexure 24 of the FSA IBC Guide (which can also be downloaded from/via this link: https://fsaseychelles.sc/legal-framework/guidelines ) .

 

Paragraph 32 of the FSA’s IBC Guide provides comprehensive guidance regarding account record requirements for IBCs.

ACCOUNTING RECORD DECLARATION

 

Section 75 of the Foundations Act 2009

 

TO: The Foundation’s Registered Agent in Seychelles

[ insert name & address of Registered Agent ]

 

[ insert date ]

 

 

Dear Sir

 

[ Insert Foundation name ]  Foundation No: [ xxxx ] (the “Foundation”)

 

We, the Councillor(s) of the Foundation, hereby declare and confirm that (tick as appropriate):

 

      Since its incorporation/registration in Seychelles, the Foundation has no activities and has no assets or liabilities. 


      For the relevant period the Foundation has not traded and has not carried out any transactions.

 

Therefore, the Foundation has no transaction for which it needs to lodge the relevant accounting records in Seychelles, for the period from [ insert relevant period, i.e. either from January to June or from July to December, as applicable ], [ insert year ].

 

Yours faithfully

 

 

Signature:   _______________________________

 

Name of Councillor / Authorised Signatory:   _______________________________

For and on behalf of the Foundation

 

 

Note:

 

The Act requires a Foundation to keep reliable accounting records:

 

(a)        that are sufficient to show and explain the Foundation’s transactions;

(b)        that enable the financial position of the Foundation to be determined with reasonable accuracy at any time; and

(c)        that allow for financial statements of the Foundation to be prepared.

 

The accounting records should be kept at the registered office in Seychelles on a bi-annual basis, as follows:

 

(a)        Accounting records relating to transactions or operations in the first half (January to June) of a calendar year must be kept in Seychelles by July of that year

 

(b)        Accounting records relating to transactions or operations in the second half (July to December) of a calendar year must be kept in Seychelles by January of the following year

 

Would you like to know more? Then please Contact Us:

 

www.offshoreincorporate.com

 

info@offshorecompaniesinternational.com

 

ocil@protonmail.com

 

oci@tutanota.com

 

oci@safe-mail.net

 

ociceo@hushmail.com

 

DISCLAIMER: OCI is a Company/Trust/LLC/LP/Foundation Formation Agency. We are not tax advisers or legal advisers. You are advised to seek local legal/tax/financial advice in regards to your local reporting/tax requirements before committing to set up or use an Offshore Company or other entity.

 

Mauritius Special Purpose Funds – Setup Costs

Depending on your requirements, setting up a Mauritius Special Purpose Fund can either be done through an open-ended fund (CIS) or a closed ended fund (CEF), the main difference being the frequency at which the fund plans to redeem the investments.

 

On an indicative basis, we have displayed below OCI’s fee schedule for the setting up of an SPF through a CIS and our fact sheet on CIS and CEF.

 

Services that OCI Can supply or arrange (and costs thereof) in relation to a Special Purpose Fund in Mauritius are detailed below.

 

Services to the Fund

Services to the CIS Manager

KYC Review and Set-up of a GBC structured as a Special Purpose Fund. Establishment of the CIS Manager
Registered Office Address Registered Office Address
Company Secretarial Services Company Secretarial Services
Directorship services Directorship services
Preparation of Annual Financial Statements Preparation of Annual Financial Statements
Monthly NAV calculation Provision of Money Laundering Reporting Officer
Provision of Money Laundering Reporting Officer Provision of Compliance Officer
Provision of Compliance Officer Tax and Statutory Filings
Tax and Statutory Filings FATCA/CRS
FATCA/CRS

 

 

Introduction

This letter specifies the services we are to deliver as your service provider for the subject of this engagement, the team we have assigned to the Engagement, how you will remunerate us and other terms of business governing our relationship.

 

We kindly request you to read this letter carefully and confirm your agreement with its terms by signing and returning to us the enclosed duplicate.

 

  1. 1.     Mauritius GBC structured as a Special Purpose Fund

 

  1. A.   Set-Up Fee:

Particulars

USD  
  1. Professional Fees (one-off fee)

Review of due diligence documents, preliminary review and application for name reservation; Preparation and submission of all necessary paperworks to register the Company and application of Licences, provision of Constitution & Legal Certificates, receipt of Certificate of Incorporation and Licences, first Board Minutes, issue of first Share Certificates, FATCA and CRS classification.

15,000

  1. Opening of first bank account in Mauritius

2,700

Government Fees:
  1. ROC Processing Fee

350

  1. Annual Fee payable to FSC- GBC Licence

1,950

  1. Annual Fee payable to FSC – Fund licence

3,000

  1. FSC Processing Fee – GBC Licence

500

 

  1. MRA fee for the First time application of Tax Residency Certificate (“TRC”)

500

Total :

20,300

Legal Fees
 The above excludes Legal Fees if required (in the range USD 10,000-15,000)

 

  1. B.    Annual Administration Fees

 

             Particulars

USD

Annual

  1. Provision for a Registered Office & Registered Agent

1,300

  1. Provision for Company Secretary

1,300

  1. Annual Responsibility fee for 2 Resident Directors

7,000

  1. Provision for Money Laundering Reporting officer (MLRO)

3,000

  1. Provision of a Compliance Officer

3,000

  1. Review and Compliance Fees

700

  1. Administrative Services (ensuring that the Fund complies with the licence conditions and Mauritius laws, Preparation of minutes of meetings, convening Board meetings, maintaining registers, etc)

4,000

Government Fees
  1. Preparation of Tax Return

1,350

  1. Tax Residence Certificate  payable to MRA

750

  1. Annual Fee payable to the FSC – GBC

1,950

  1. Annual Fee payable to the FSC – Fund Licence

3,000

  1. Annual Fee payable to ROC

275

Accounting and Other Fees

 

Retainer for preparation of annual accounts under IFRSMaintaining Accounting Records and Liaising with Auditors

Calculation and Sign-off of NAV

10,000

Professional fees for due diligence on investors USD 100 per investor

 

 

 

 

  1. 2.     Mauritius GBC – CIS Manager

 

 

  1. Incorporation Fee:

Particulars

USD  
  1. Professional Fees (one-off fee)

Review of due diligence documents, preliminary review and application for name reservation; Preparation and submission of all necessary paperworks to register the Company and application of Licences, provision of Constitution & Legal Certificates, receipt of Certificate of Incorporation and Licences, first Board Minutes, issue of first Share Certificates, FATCA and CRS classification.

4,000

  1. Opening of first bank account

1,350

Government Fees:
  1. ROC Processing Fee

350

  1. Annual Fee payable to FSC- GBC Licence

1,950

  1. Annual Fee payable to FSC – Fund licence

3,000

  1. FSC Processing Fee – GBC Licence

500

 

  1. MRA fee for the First time application of Tax Residency Certificate (“TRC”)

500

Total :

5,300

Optional
 The above excludes Legal Fees if required

 

  1. Annual Administration Fees

 

             Particulars USDAnnual
  1. Provision for a Registered Office & Registered Agent
1,300
  1. Provision for Company Secretary
1,300
  1. Annual Responsibility fee for 2 Resident Directors
7,000
  1. Provision for Money Laundering Reporting officer (MLRO)
3,000
  1. Provision of a Compliance Officer
3,000
  1. Review and Compliance Fees
750
  1. Administrative Services (ensuring that the Fund complies with the licence conditions and Mauritius laws, Preparation of minutes of meetings, convening Board meetings, maintaining registers, etc)
4,000
  1. Preparation of Tax Return
1,350
  1. Renewal of Tax Residence Certificate
750
  1. Annual Fee payable to the FSC – GBC
1,950
  1. Annual Fee payable to ROC
350
Accounting & Investor Due Diligence Services  
Retainer for preparation of annual accounts under IFRSMaintaining Accounting Records and Liaising with Auditors

 

USD 7,000

 

 

OTHER SERVICES  USD
Provision of Fully Serviced Office Space

1,200 monthly

Annual Fee : Provision of a nominee shareholder pp

2,000

Annual Fee : Provision of a nominee director pp

2,000

Notarization and Apostilation – Per set of document

330

Certificate of Good Standing

300

Certificate of Incumbency

200

Renewal of TRC

750

Bank Account opening outside of Mauritius

Price on Application

Power of Attorney

200/hr

Change of Director

200/hr

 

  1. 3.     Mauritius GBC structured as a Special Purpose Fund
  1. Set-Up Fee:

Particulars

USD

 

  1. Professional Fees (one-off fee)

Review of due diligence documents, preliminary review and application for name reservation; Preparation and submission of all necessary paperworks to register the Company and application of Licences, provision of Constitution & Legal Certificates, receipt of Certificate of Incorporation and Licences, first Board Minutes, issue of first Share Certificates, FATCA and CRS classification.

15,000

  1. Opening of first bank account in Mauritius

3,000

Government Fees:
  1. ROC Processing Fee

350

  1. Annual Fee payable to FSC- GBC Licence

1,950

  1. Annual Fee payable to FSC – Fund licence

3,000

  1. FSC Processing Fee – GBC Licence

500

 

  1. MRA fee for the First time application of Tax Residency Certificate (“TRC”)

500

Total :

20,300

Legal Fees
 The above excludes Legal Fees if required (in the range USD 10,000-15,000)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  1. Annual Administration Fees

 

             Particulars

USD

Annual

  1. Provision for a Registered Office & Registered Agent

1,300

  1. Provision for Company Secretary

1,300

  1. Annual Responsibility fee for 2 Resident Directors

7,000

  1. Provision for Money Laundering Reporting officer (MLRO)

3,000

  1. Provision of a Compliance Officer

3,000

  1. Review and Compliance Fees

750

  1. Administrative Services (ensuring that the Fund complies with the licence conditions and Mauritius laws, Preparation of minutes of meetings, convening Board meetings, maintaining registers, etc)

,000

Government Fees
  1. Preparation of Tax Return

1,000

  1. Tax Residence Certificate  payable to MRA

500

  1. Annual Fee payable to the FSC – GBC

1,950

  1. Annual Fee payable to the FSC – Fund Licence

3,000

  1. Annual Fee payable to ROC

275

Accounting and Other Fees

 

Retainer for preparation of annual accounts under IFRSMaintaining Accounting Records and Liaising with Auditors

Calculation and Sign-off of NAV

10,000

Professional fees for due diligence on investors USD 135 per investor

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  1. 4.     Mauritius GBC – CIS Manager

 

 

  1. G.   Incorporation Fee:

Particulars

USD  
  1. Professional Fees (one-off fee)

Review of due diligence documents, preliminary review and application for name reservation; Preparation and submission of all necessary paperworks to register the Company and application of Licences, provision of Constitution & Legal Certificates, receipt of Certificate of Incorporation and Licences, first Board Minutes, issue of first Share Certificates, FATCA and CRS classification.

4,000

  1. Opening of first bank account

1,350

Government Fees:
  1. ROC Processing Fee

350

  1. Annual Fee payable to FSC- GBC Licence

1,950

  1. Annual Fee payable to FSC – Fund licence

3,000

  1. FSC Processing Fee – GBC Licence

500

 

  1. MRA fee for the First time application of Tax Residency Certificate (“TRC”)

500

Total :

5,300

Optional
 The above excludes Legal Fees if required

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  1. H.   Annual Administration Fees

 

             Particulars USDAnnual
  1. Provision for a Registered Office & Registered Agent
1,300
  1. Provision for Company Secretary
1,300
  1. Annual Responsibility fee for 2 Resident Directors
7,000
  1. Provision for Money Laundering Reporting officer (MLRO)
3,000
  1. Provision of a Compliance Officer
3,000
  1. Review and Compliance Fees
750
  1. Administrative Services (ensuring that the Fund complies with the licence conditions and Mauritius laws, Preparation of minutes of meetings, convening Board meetings, maintaining registers, etc)
4,000
  1. Preparation of Tax Return
1,350
  1. Renewal of Tax Residence Certificate
750
  1. Annual Fee payable to the FSC – GBC
1,950
  1. Annual Fee payable to ROC
350
Accounting & Investor Due Diligence Services  
Retainer for preparation of annual accounts under IFRSMaintaining Accounting Records and Liaising with Auditors

 

USD 7,000

 

 

OTHER SERVICES  USD
Provision of Fully Serviced Office Space

1,200 monthly

Annual Fee : Provision of a nominee shareholder pp

2000

Annual Fee : Provision of a nominee director pp

2000

Notarization and Apostilation – Per set of document

330

Certificate of Good Standing

260

Certificate of Incumbency

200

Renewal of TRC

750

Bank Account opening outside of Mauritius

Price on Application

Power of Attorney

200/hr

Change of Director

200/hr

Share Transfer

200/hr

Increase of Share Capital

200/hr

Standard charge in respect of disbursements

130

Amendment of memorandum of association              200/hr
Change of Company Name

400

Miscellaneous non-standard work in relation to company management to be carried out by a qualified member of staff as and when specifically requested by client (perusal, preparation, modification and issue of legal and commercial documents, correspondence, responses to third-party inquiries, and similar)

200/hr

 

   

Notes on our fees:

 

  1. All fees will be subject annually to an indexation of 2%
  2. All fees and hourly rates are exclusive of VAT and disbursements
  3. FSC fee is payable in advance on incorporation on a pro-rata basis up to 30 June; For subsequent years, the annual licence fee is payable annually at latest by 30 June. In the event of late payment, a penalty will be chargeable by the FSC and thereafter the licence shall lapse and no other business can be transacted by the entity.
  4. The ROC annual fee is payable by 10 January of each year.
  5. The retainer covers the appointment of a Company Secretary; Any other administrative services will be charged on a time-spent basis.
  6. Wherever retainer is mentioned in this proposal, it covers the minimum charge for the applicable service. Depending on the complexity and volume of transactions, additional charges may be claimed on an agreed time-spent basis.
  7. Any other administrative work or professional services not specified above shall be charged on an agreed time-spent basis.
  8. Fee schedules do not include external Auditors fees which vary depending on choice of auditor.
  9. Fee schedules do not include legal costs (when required)
  10. Local Director Fees should be added to fees should Directors Services be retained.

Customer Due Diligence Checklist

List A – Documents required for an individual

 

  1. A certified true copy of the individual’s current valid passport, driving licence or national identity card. The document must be pre-signed and should bear a (clear) photograph of the person.
  2. A recent original or certified true copy of the individual’s utility bill (dated not less than three months), bank or credit card statement or an original bank reference confirming his/her current  residential address. Note that “P.O. Box” addresses are not accepted.
  3. An original bank reference from a recognised banking institution bank which has known the person for at least the last two years, confirming that the bank account of the individual is currently in good standing.
  4. Individual Questionnaire including declaration of source of funds (template to be provided by OCI upon signature of the fee proposal).
  5. FSC Personal Questionnaire
  6. Evidence of source of funds.
  7. Detailed CV.
  8. Signed FATCA/CRS Declaration form.

 

Enhanced Due Diligence measures

 

1. Signed declaration of source wealth.

2. Evidence of the source of wealth (i.e.; bank statements for the last 6 months).

 

List B- Documents required for a Company

 

  1. Certified true copy of the Certificate Incorporation or Registration and certified true copy of the Company’s licence (where the latter is a regulated entity).
  2. Original Certificate of Good Standing.
  3. Certified true copy of the constitution or Memorandum and Article of Association of the Company.
  4. Details of the registered office and place of business.
  5. Copy of latest audited accounts or original signed Corporate Profile (template to be provided by OCI upon signature of the fee proposal).
  6. Certified true copy of the register of directors
  7. A certified true copy of at least two directors’ current valid passport, driving licence or national identity card. The document must be pre-signed and should bear a (clear) photograph of the person.

A recent original or certified true copy of the two directors’ utility bill (dated not less than three months), bank or credit card statement or original bank reference confirming his/her current residential address. Note that “P.O. Box” addresses are not accepted.

  1. Certified true copy of the register of shareholders.
  2. Complete set of due diligence documents (as per List A/B/C/D/E/F) on controlling shareholders of the Company.
  3. Original or certified true copy of due diligence documents on the senior managing official of the Company.
  4. Certified board resolution confirming the person authorized to act on behalf of the Company as well as a certified true copy of the proof of identification and proof of address (as listed in section A (1) and A (2)) of the authorised person.
  5. Signed declaration source of funds (template to be provided by Redbird upon signature of the fee proposal) and evidence of source of funds.
  6. Signed FATCA/CRS Declaration form.

Enhanced Due Diligence measures

 

  1. Signed declaration of the source of fund and source of wealth of the Ultimate beneficial owner (“UBO”) together with the relevant evidences.
  2. Bank Reference Letter of the UBO.

 

* The senior managing official will need to be identified by OCI in the event that the natural person who ultimately has controlling ownership interest in the Company cannot be identified.

 

List C- Documents required for a Trust

 

  1. Certified true copy of the extract of the trust deed.
  2. Certificate of registration, where applicable.
  3. Details of registered office and place of business of the trustee.
  4. Complete set of due diligence documents (as per List A/B/C/D/E/F) on principals of the trust (Trustees, Beneficiaries, Settlors, Protectors, Enforcers).
  5. Original or certified true copy of due diligence documents on the senior managing official of the Trust.
  6. Signed declaration of source of funds for Settlors/Contributor (template to be provided by OCI upon signature of the fee proposal) and evidence of source of funds.
  7. Signed FATCA/CRS Declaration form.

 

List D- Documents required for a Partnership

 

  1. Certified true copy of the partnership deed and certificate of registration (if registered).
  2. Copy of the latest report and accounts.
  3. Complete set of due diligence documents (as per List A/B/C/D/E/F) on the General Partners and the Limited Partners.
  4. Original Certificate of Authority (signed by the General Partners) confirming the person authorized to act on behalf of the Partnership as well as a certified true copy of the proof of identification and proof of address (as listed in section A (1) and A (2)) of the authorised person.
  5. Signed declaration of source of funds (template to be provided by OCI upon signature of the fee proposal) and evidence of source of funds.
  6. Signed FATCA/CRS Declaration form.

 

 

List E- Documents required for a Société

 

  1. Certified true copy of acte de société including profile of the Société.
  2. Original Certificate of Good Standing.
  3. Complete set of due diligence documents (as per List A/B/C/D/E/F) on the Principals, Administrators Gérants f the Société.
  4. Original or certified true copy of due diligence documents on the senior managing official of the Société*
  5. Original Certificate of Authority (signed by the Administrators or Gérants) confirming the person authorized to act on behalf of the Société as well as a certified true copy of the proof of identification and proof of address (as listed in section A (1) and A (2)) of the authorised person.
  6. Signed declaration of source of funds (template to be provided by OCI upon signature of the fee proposal) and evidence of source of funds.
  7. Signed FATCA/CRS Declaration form.

 

Enhanced Due Diligence measures

 

  1. Signed declaration of the source of fund and source of wealth of the UBO together with the relevant evidences.
  2. Bank Reference Letter of the UBO.

 

List F- Documents required for a Foundation

 

  1. Certified true copy of the Foundation Charter and certified true copy of the Certificate of Registration (if registered).
  2. Copy of the latest report and accounts of the Foundation.
  3. Complete set of due diligence documents (as per List A/B/C/D/E/F) on the Founder, members of the Council and beneficiaries of the Foundation.
  4. Original or certified true copy of due diligence documents on the senior managing official of the Foundation
  5. Signed declaration of source of funds (template to be provided by OCI upon signature of the fee proposal) and evidence of source of funds.
  6. Signed FATCA/CRS Declaration form.

 

Enhanced Due Diligence measures

 

  1. Signed declaration of the source of fund and source of wealth of the UBO together with the relevant evidences.
  2. Bank Reference Letter of the UBO.

 

REDUCED OR SIMPLIFIED CDD

 

Regulated financial services business based in Mauritius or in an equivalent jurisdiction (i.e. subject to the supervision of a public authority)

 

1. Proof of existence.

2. Regulated status.

3. Signed FATCA/CRS Declaration form.

 

Public companies listed on Recognised Stock / Investment Exchanges.

 

1. Proof of existence.

2. Proof of listing status.

3. Copy of latest annual report and account.

4. Original Certificate of Authority (signed by the directors) confirming the person authorized to act on behalf of the Public Company as well as a certified true copy of the proof of identification and proof of address (as listed in section A (1) and A (2)) of the authorised person.

5. Signed FATCA/CRS Decdaration form.

 

Government administrations or enterprises and statutory body

 

  1. Certified copy of the Charter or Constitutive Document or Enactment which established the body.
  2. Original Certificate of Authority (signed by the directors) confirming the person authorized to act on behalf of the Public Company as well as a certified true copy of the proof of identification and proof of address (as listed in section A (1) and A (2)) of the authorised person.

 

Note: Enhanced due diligence measures may be carried out by OCI on politically exposed persons (PEPS), non-face-to face business relationships, NCCT and non-equivalent jurisdictions, where adverse information is obtained, etc. In these circumstances, OCI reserves the right to request further information and documents, irrespective of percentage shareholding.

Note: Certification can be done either by a lawyer, notary, banker, or an accountant holding a recognised professional qualification; a serving police or customs officer; a member of the judiciary; a senior civil servant; an employee of an embassy or consulate of the country of issue of identity documentation.

 

Would you like to know more? Then please Contact Us:

 

www.offshoreincorporate.com

 

info@offshorecompaniesinternational.com

 

ocil@protonmail.com

 

oci@tutanota.com

 

oci@safe-mail.net

 

ociceo@hushmail.com

 

DISCLAIMER: OCI is a Company/Trust/LLC/LP/Foundation Formation Agency. We are not tax advisers or legal advisers. You are advised to seek local legal/tax/financial advice in regards to your local reporting/tax requirements before committing to set up or use an Offshore Company or other entity.