Does a Seychelles Company Need Local Employees or an Office? Look at the Business and Business Location First

Where do the company's employees, office and business actually sit?

For most IBCs that only hold overseas assets, serve overseas clients and have not hired, leased premises or hosted clients in Seychelles, the company type alone does not support the conclusion that it must have an office of its own and a number of local employees. The Seychelles International Business Companies Act requires a company to have a Seychelles registered office and a registered agent at all times; those two are statutory registration infrastructure and do not mean the company is already trading locally. Start with the statutory text of the International Business Companies Act 2016 and the FSA page on IBC legislation and consolidated text.

What genuinely changes the judgement is where clients are, where people work, where management decisions are made, whether there is a fixed place of business, whether an industry licence is needed, and how the income and records facts land on the tax rules. Where a company actually sells goods, provides services, hires, leases a shop or carries on a regulated activity in Seychelles, licensing, labour, immigration, payroll, social security, tax and records have to be checked item by item; the registered agent's address cannot replace that work. Facts were checked as at 24 August 2026, and specific conclusions have to be reviewed by a qualified local adviser.

Separate five location concepts first

1. Registered office: where legal documents are received and kept

An IBC must always have a Seychelles registered office; the relevant provision is in the IBC Act 2016. The current provision links the registered office to the registered agent's principal place of business in Seychelles, so it is usually the fixed anchor for statutory notices, company documents and regulatory contact. It answers where the company's documents can be found in law, not where employees go to work each day. When someone translates registered office directly as operating office, the two questions have usually already been merged.

2. Registered agent: the agent that maintains the company's statutory interface

An IBC must also continuously have a registered agent licensed in Seychelles to provide international corporate services. The FSA FAQ explains that international corporate services can include formation, management, administration, acting as registered agent, and providing a registered office, place of business or address; that explains why an IBC can use a professional agent's address without having to lease a floor of its own. The agent is a compliance interface, not an employee, shop or business team the company automatically owns. Compare the FSA explanation of international corporate services.

3. Records location and access: where records sit and whether they can be obtained

A registered office or agent address also does not mean every original record has to be piled there. A company has to keep accounting records, registers and other statutory material under the IBC law; if the original accounting records are kept elsewhere, the actual address and any change have to be notified to the registered agent in good time, and the records have to be obtainable, kept and delivered in accordance with the law. The 2025 amendment also strengthens the agent's custody of certain registers and declarations and the mechanism for the agent's consent to a change of agent where a company is non-compliant; see the International Business Companies (Amendment) Act 2025. Records may be kept abroad by the team, but being abroad does not mean there can be no clear address, access arrangement and retention proof.

4. Actual operating premises: where goods or services are genuinely provided

Operating premises are a different matter: for example an office hosting clients, a warehouse storing goods, a retail shop taking payment, a catering kitchen or the site of a tourism project. Whether lease evidence, inspection or specific premises conditions are needed is usually decided by the business category and the specific licence. The government Business Licenses entry point explains the basic split between business registration and the appropriate licence, but that page was last modified in 2015, so actual applications have to go back to the current SLA activity and procedure; the SLA's procedure for foreign applicants also shows that an application may involve referral, verification and inspection. It does not set one office size for every IBC; it puts the premises facts back into the specific activity.

5. Management location, tax residence and PE: no automatic inference from an address

Where the board makes key decisions, who actually manages the business and where employees deliver services all affect the analysis of tax residence, income source and permanent establishment. Read the SRC explanation of the Seychelles tax system and the Business Tax Act 2009 together. The Seychelles Revenue Commission explains that Seychelles historically uses a source-based tax system, and that activity carried on locally, goods situated locally or rights used locally by an entity may all become source facts; it also notes that withholding, treaties and permanent establishment need separate analysis. The registered agent's street address cannot prove that the company actually trades in Seychelles, and cannot automatically prove tax residence, a PE or bank KYC. Tax questions turn on the combination of facts, not on a letterhead address.

The current legal floor: an IBC is not "a company that cannot trade in Seychelles at all"

As at the fact-check date, the FSA page lists the consolidated text of the International Business Companies Act 2016 as at 11 July 2025, along with separate 2018, 2020, 2021, 2024 and 2025 amendment material. The 2025 official amendment deals with nominee shareholder declarations, record retention and the registered agent's consent to a change of agent for a non-compliant company; it is not a general rule on local headcount or office area. When reading a consolidated text, also apply the FSA FAQ's reminder about the boundary between the consolidated law and the Gazette, and recheck the latest Gazette before acting.

"An IBC can never do business in Seychelles" is an outdated generalisation too. The FSA FAQ answers in the affirmative when asked whether an IBC or CSL can carry on business in Seychelles, but that does not mean every activity is exempt from licensing or tax duties. The FSA also states in its regulatory advisory that the FSA enforces the IBC law but does not automatically license, regulate or supervise all of an IBC's activities just because it is an IBC; where an activity falls within financial or other regulated territory, the corresponding authority still has to be found.

Equally, "no uniform employee or floor-area threshold" must not be misread as "no substance requirements at all". In the structure presented by the current IBC statutory text, the FSA legislation page and the SRC tax system, there is no uniform local headcount or office square-metre threshold applying to every IBC; but industry licensing, tax, labour, immigration and bank due diligence can still require people, premises or documents depending on the facts. That is a scope judgement, not an industry exemption.

Four business decision cards: route the case before deciding whether to place people and premises

Decision card 1: pure holding or asset holding

The typical facts are that shareholders and directors are overseas, the IBC holds shares, intellectual property or investment accounts, and there are no clients, employees, inventory or shops in Seychelles. The first step is usually to keep the registered office, registered agent, statutory registers, accounting records and beneficial ownership information compliant, rather than leasing an office or hiring staff to look like substance.

Check first the director decision records, the assets and income sources, the account opening material, where the records are actually kept, and whether the management team makes all key decisions in another country over the long term. If the company starts managing assets, hiring or charging local clients in Seychelles, the pure holding card lapses immediately. Proof of business required by a bank is not a statutory office threshold either.

Decision card 2: overseas services or remote delivery

Software, design, consulting or trade coordination might all serve overseas clients, with contracts, delivery, payment and people spread across several countries. Here do not ask only whether there is a Seychelles office; map where each service is actually performed, and check the connecting points against the SRC explanation of tax source: who writes the proposal, who signs, who manages the servers or inventory, who delivers to clients and who sells to clients in Seychelles.

Having no Seychelles employees does not mean there are no labour, payroll and tax obligations elsewhere; having one person working long term from home in Seychelles can also trigger local review. Keeping contracts, invoices, delivery records, employees' workplaces, board minutes and payment approvals is far more useful for judgement than manufacturing an empty office.

Decision card 3: local business in Seychelles

Where the company sells to residents or tourists in Seychelles, delivers services locally, leases a shop or warehouse, or hires local staff, review it as a local business rather than through the IBC label. Government guidance requires business activity to be registered with the appropriate licence; the SLA activity list and specific procedure change with the industry. Taking the retailer licence list as an example, an application may require proof of premises ownership or a lease, which shows the premises evidence for that specific retail category, not a uniform answer for every industry.

Before opening for trade, confirm the business name and activity scope, whether the premises permit that use, the licence and inspection, employment contracts, payroll and withholding, social security, tax registration, insurance and record keeping. Where there is no clear licensing or tax route yet, what stops is new transactions and expansion, not the company's existing statutory notices, payment for work already done or employees' wages falling due.

Decision card 4: regulated activity

Financial services, virtual assets, gaming, tourist accommodation, transport and healthcare may be administered by the FSA, the SLA or another authority. Obtain the correct activity licence, approval or exemption decision first, then arrange public solicitation, collection, hiring and premises. A registered agent can help the company maintain its statutory interface but cannot replace an industry licence, and the FSA regulatory advisory on that boundary should be read as well.

FSA registration, for example, does not mean a virtual asset service provider is authorised to operate; even where the company has no employees or office of its own, VASP or other industry rules cannot be skipped. The stop point on the regulated card is simple: until the authority has confirmed the activity can be carried on, do not write "registered IBC" as "licensed".

How people and locations trigger labour, immigration and payroll duties

Local employees: the workplace matters more than the company label

For people actually working in Seychelles, whether in a company office, at a client site or from a qualifying home location, the Employment Act 1995 and the related conditions, occupational safety and industrial relations rules all have to be brought into the review. Start with the Employment Department's current legislation list, then find the specific provisions according to role, contract term, working hours, termination method and safety risk.

Wages are not a bargaining chip available for remediation. Section 32 of the Employment Act requires cash wages to be paid at least monthly and no later than the fifth day after they fall due; wages paid by cheque or bank transfer are to be paid at least monthly and before the due date. Section 33 limits deductions to those authorised by statute, court order or another listed ground; see the text of the Employment Act 1995. Where a company finds a problem with a licence, bank KYC or structural documents, it can stop arranging new non-compliant work, correct the position and seek professional advice, but work already performed and wages already due should be treated as existing obligations and handled under the law and the contract; this cannot be written up as withholding wages until the problem is solved.

Non-citizen employees: confirm the right to work before rostering

A non-Seychellois citizen working locally cannot rely on a passport, a contract or a certificate of incorporation alone. The Employment Department's labour migration FAQ explains that working without a valid Gainful Occupation Permit, or outside the approved post or employer, triggers immigration and employment risk, and that the employer has to prepare material on the post, the business, qualifications and the contract. The immigration GOP page shows that employment approval is usually obtained first and the permit applied for afterwards; an employee cannot enter first to take up the job and regularise later.

Before rostering, therefore, record the employee's actual workplace, nationality, employer, post, start date, approved scope and permit validity. A non-citizen working remotely in another country cannot simply be assumed to fall under the same local rules because a Seychelles company pays them; the country of work, the employer's location, the contract and the tax connecting points have to be checked at the same time.

Payroll withholding, tax and social security: do not look only at whether there is an office

The SRC's explanation of the 2024 payroll regulations requires a business with employees to declare and pay payroll withholding on the applicable forms, and the page lists the usual processing point of the 21st of the following month or earlier. The Seychelles Pension Fund's mandatory contribution page states that from January 2023 the rate is generally 5% for the employee plus 5% for the employer, with the employer paying monthly; whether a specific person falls within scope still depends on status, workplace and the latest rules.

These duties are triggered by actual employment, payment, workplace and applicable law, not by whether a company sign hangs over the office door. Overseas employees may be subject to overseas payroll, employment and social security rules; Seychelles employees may need Seychelles payroll, social security and employment records at the same time. Do not replace item-by-item judgement with the sentence that the person is remote.

Do not summarise tax with the words offshore tax-free

The SRC explanation of the tax system starts from income source and activity facts: activity carried on in Seychelles, goods situated locally and rights used locally by an entity may create a Seychelles source; it also explains that since 2021 certain non-resident passive income of covered companies depends on the applicable substance test. Here "substance" is part of tax law and factual analysis and should not be turned into a fixed Cayman or BVI formula of employees, office and expenditure.

The Business Tax Act 2009 concept of permanent establishment includes factual connections such as a fixed place of business, a place of management, an office and the provision of services through personnel; but whether a PE exists, which part of the income is taxed where, and whether a treaty or withholding applies must be analysed from the contract, management, people, clients and delivery locations, using the SRC tax system explanation and the Business Tax Act 2009.

"Having a registered agent makes the company Seychelles tax resident" and "no office of its own means no Seychelles tax at all" are therefore both dangerous leaps. Tax residence certificates, source, PE, employer withholding and filings have to be handled separately; where a conclusion is needed, a qualified local tax adviser should review it against the SRC's current position, and the "generally tax-free IBC" line from old marketing cannot be treated as the current rule.

An executable four-gate judgement tool

Write the facts of the last twelve months and the next six months onto one page and answer the four questions below item by item. Every yes needs evidence; do not just write "planned".

1. Client and delivery gate: does the company market, sign, collect payment, deliver goods or services to clients in Seychelles, or keep goods locally?
2. Personnel gate: does anyone actually work in Seychelles, or do directors or managers continuously make core business decisions there?
3. Premises gate: is there an office, shop, warehouse, kitchen, site, equipment or other identifiable fixed place of business, rather than only an agent address?
4. Regulatory gate: does the activity touch finance, virtual assets, tourism, accommodation, gaming, transport, healthcare, import and export, or another licensed field?

Where all four are no, the case usually moves into registration infrastructure and records review, without automatically hiring staff or leasing an office. Where only the second question involves overseas staff, it moves into cross-border employment and tax review. Where the first or third is yes, build the licence, premises, tax and payroll list first. Where the fourth is yes, do not start the activity before obtaining the authority's licence, approval or written scope decision.

The value of this tool is that it puts the facts of people, premises, management and tax together, but it is not a scorecard and does not replace a legal conclusion. The easiest gate to overlook is the second: even with no leased office, one person at home continuously managing clients, signing and delivering can still change the analysis.

Evidence list, stop points and remediation order

Build a traceable evidence pack for each activity the company plans to carry on, covering at least the following; payroll handling should refer back to the Employment Act 1995, the SRC payroll guidance and the IBC records provisions:

• the certificate of incorporation, registered office and registered agent details, statutory registers, beneficial ownership and director information;
• the client countries, contracts, quotes and invoices, the payment route, and where goods or services are actually delivered;
• board or management decision records, signing authority, the actual workplaces of managers and employees, and travel and home-working arrangements;
• the lease, use, inspection and insurance material for the office, warehouse, shop or equipment; where there is no premises, state who provides the location;
• the physical address, electronic access rights, agent notifications and retention-period evidence for accounting records, registers and important documents;
• employment contracts, payroll sheets, payment records, withholding filings, Pension Fund records, and the post approval and GOP for non-citizen employees;
• the SLA or industry authority licence, inspection findings, exemption or non-applicability reasoning, and the SRC tax registration and adviser opinion.

Where any of the following arises, stop new activity and establish the scope first: trading in Seychelles without being able to name the licence; a non-citizen already rostered without a confirmed GOP; no owner or deadline for payroll withholding, social security or records; the agent address being used as proof of operating facts; the management team making decisions in Seychelles over the long term without any tax analysis; or a regulated product already being promoted or collecting money with nothing but a certificate of IBC registration.

The remediation order can be very plain: draw the business and personnel locations first, lock the licence and right to work next, then build payroll, tax and records responsibility, and only then decide whether to lease premises, hire or expand. Stopping new activity is not the same as stopping existing obligations; wages already due, payments under signed contracts, statutory filings and record retention all have to be arranged separately and cannot be covered by saying the company is opening an account or getting a licence.

Three explicitly fictional situations

The situations below are fictional and show the judgement method only. They are not client cases and do not represent outcomes.

Situation 1: a holding IBC with a Hong Kong shareholder

Mr Lam runs a group from Hong Kong, and the Seychelles IBC holds only shares in an overseas company. Board meetings and bank operations happen in Hong Kong, there are no clients, employees, inventory or shops in Seychelles, and the agent provides the registered office. All four gates are temporarily no, so the IBC law does not directly imply a leased office or local employees; but Mr Lam still has to keep the registers and accounting records, explain the management location, assets and income, and provide genuine information for bank KYC. If he later moves to Seychelles and makes all the investment decisions there, the pure holding conclusion cannot be carried forward.

Situation 2: no office but one local remote designer

Blue Bay Software provides design services to European clients. The founder is in Singapore, and a Seychelles resident works continuously from home on projects and client meetings. The company has not leased an office. The premises gate may still be no here, but the personnel gate is yes: under the Employment Department legislation list and the Employment Act 1995, the company should check the local employment contract, payroll withholding, the Pension Fund, records and tax source. Where the employee is a non-citizen, the GOP and approved post must be confirmed first. Having no office does not remove employment obligations that have already arisen and does not allow the registered agent address to be used as the workplace description.

Situation 3: a tourism experience company leasing a shop on Mahe

Coral Line Experiences is held through an IBC, leases a counter on Mahe, sells sea excursions to tourists and employs two local staff. Clients, delivery and premises are all in Seychelles, so at least two of the four gates are yes. Under the government Business Licenses guidance and the SLA procedure for foreigners, the company should check the SLA licence for tourism or the related activity, premises inspection, employment and payroll, social security, tax registration and insurance first; where the licence list is incomplete, stop new sales. The IBC's registered agent can continue to handle statutory company services but cannot replace the approval of the tourism authority.

Situation 4: a virtual asset project with no office

North Star Digital has only overseas developers but plans to let the public exchange virtual assets through a Seychelles IBC website. Even with no local employees or lease at present, the activity itself may fall within regulated territory; the FSA regulatory advisory should be the starting point of the regulatory gate. The company should place it at the regulatory gate and confirm VASP or other licensing requirements with the appropriate authority first; until that is confirmed it should not promote or collect money, and having no office cannot be used to infer that no licence is needed.

The five most common misconceptions

• Treating the agent address as an operating office. It satisfies the statutory company interface; operating premises depend on clients, people, goods, equipment and licensing.
• Treating no local employees as no Seychelles tax connection. Management, services, goods, use of rights and PE can all change the conclusion.
• Treating an IBC as unable to trade in Seychelles, or as generally tax-free. The FSA FAQ answer that business can be carried on does not replace the SLA, tax law or an industry authority.
• Withholding wages already due when a licensing problem appears. New non-compliant rostering and transactions can be paused; existing wages, payments and statutory filings cannot be merged into one pause button.
• Treating a bank's substance or KYC checklist as the legal threshold. A bank may ask for richer proof of business, but its due diligence questions do not automatically create headcount or office-area rules for every IBC.

Before incorporating, read the Seychelles company registration guide and then take the four gates and the evidence list to the registered agent and a qualified local adviser for review. Within its authorised scope, MANPRPOWER LIMITED can provide registration coordination, document preparation and partner-agency support, but does not guarantee company, tax, labour, GOP, licensing, banking or business outcomes.