A Seychelles IBC must have a registered office and a registered agent in Seychelles; the registered address is usually connected to the agent's principal place of business, but it does not automatically prove that the company has an actual office, employees, management decisions, tax residence, a PE, bank KYC or a business licence. The real business location, records control and continuing obligations have to be checked separately against the facts.
KEY TAKEAWAYS
Key takeaways
- The registered office and registered agent are the IBC statutory interface, not the company's own office, employees' workplace, a warehouse or regulated business premises.
- IBC records have to be keepable, notifiable and retrievable; a change in the location of original accounting records, minutes and registers cannot be handled by editing a mailing address.
- Where retail, storage, manufacturing, client delivery or a regulated activity is actually carried on in Seychelles, check the SIB, SLA, planning, fire, SRC, Employment, Immigration and industry regulatory routes.
- An address alone cannot automatically create or exclude tax residence, a PE, bank KYC, a licence or a regulatory outcome; do not apply Cayman or BVI economic substance terminology as a uniform threshold for a Seychelles IBC.
- Use an address purpose card and a 30, 60 and 90-day check rhythm before signing; on a move, synchronise company law, records, licensing, tax, personnel and banking evidence.
- MANPRPOWER LIMITED provides registration coordination, document preparation or partner-agency support only and does not guarantee registration, banking, tax, immigration or licensing outcomes.
What do the registered address and the actual business location each solve?
A Seychelles registered address does not automatically prove that the company has an office, can trade locally, or already satisfies tax and banking requirements. A Seychelles IBC must continuously have a registered office located in Seychelles and must continuously have a registered agent located in Seychelles and held by a qualified firm. Under the current consolidated text of the International Business Companies Act 2016, the registered office is also the registered agent's principal place of business in Seychelles; it primarily handles registration, statutory mail, service and the company records interface, rather than creating employees, clients, a warehouse or actual management activity for the company. Seychelles FSA: IBC legislation and consolidated text
What actually has to be determined is where the company makes key management decisions, who works where, where contracts and client delivery happen, whether goods or equipment sit in Seychelles, and whether the business is a licensed activity. A registered address, a mailing address, a shared or virtual office, an actual office and a home office can all exist at the same time, but each proves something different. Do not use one provider address as a substitute for tax residence, permanent establishment, bank KYC, a business licence or regulated status.
The reading order is simple: write down each address purpose first, then check the IBC obligations for registered office, registered agent and records; if the business genuinely opens, hires, stores, retails or carries on a regulated activity in Seychelles, confirm item by item along the routes of the SLA, SIB, SRC, Employment, Immigration and the relevant regulators.
Address purpose card: the same street address is not the same fact
1. Registered office: the statutory registered address
An IBC's registered office must be in Seychelles and in principle is the same as the registered agent's principal place of business in Seychelles. It can be the registered agent's actual office; it does not have to be a separate office of the company itself, and it does not mean the company's directors or employees work there every day. The incorporation documents record the registered address and the registered agent details; where the address changes, the latest record registered with the Registrar under the statutory procedure governs. IBC Act 2016 consolidated text
It can usually prove:
- that the company has an identifiable statutory address under the IBC law;
- that statutory notices, company records and regulatory contact have an arranged point of location;
- that the registered agent can receive, forward or coordinate documents under the service agreement.
It cannot by itself prove:
- that the company has its own reception, employees, equipment or client hosting there;
- that the directors make day-to-day management decisions in Seychelles;
- that the company stores goods there, runs a retail shop or actually delivers services to clients there;
- that the company has obtained an SLA, FSA, VASP, gaming, insurance or other industry licence.
2. Registered agent: a statutory interface, not the actual operations team
The registered agent is the company's statutory interface in Seychelles. The current IBC law requires the company to have a registered agent at all times, and the person holding that role must be licensed to provide international corporate services in Seychelles. The FSA's explanation of international corporate services includes formation, management or administration services and the provision of a registered office, place of business or address for a specified entity. FSA FAQ: IBCs, registered agents and international corporate services
That explains why a coworking space, virtual office or agent address may be enough for a particular registration infrastructure task: its value lies in the statutory interface and document flow. It does not turn the agent's reception into your management, the employees' workplace, a warehouse or a regulated premises. When filling in bank, payment institution, client contract or licence application forms, answer item by item whether the form asks for the registered office, the principal place, the operating location, the management location, the business address or the mailing address; do not copy one line because every field is called address.
3. Records location: the ability to keep and retrieve
Records are not as simple as having a scanning mailbox. The IBC law brings accounting records, the register of members and directors, minutes, resolutions and the register of charges within the records scope; some material has to be kept at the registered office, while some may be kept at another location inside or outside Seychelles, provided the registered agent is notified of the actual address and any change of location is updated within the statutory deadline.
The records card should therefore state at least:
- who holds the originals or a verifiable electronic version;
- who can retrieve them when a regulator or tax authority requires it;
- where the original accounting records are, and whether the registered office holds originals, copies, a financial summary or immediate access;
- whether board resolutions, member resolutions and registers stay in step with any agent handover;
- who is responsible for notifying a change of address, agent or personnel.
4. Mail, shared or virtual offices, actual offices and home offices
An ordinary mailing address answers only where letters go; a shared or virtual office adds the question of whether there is reliable receipt, scanning, forwarding of originals and emergency escalation; an actual office answers where people and equipment work continuously; a home office may be a genuine work location but the lease, planning, fire, neighbourhood, employment and licensing conditions still have to be checked. They may be the same place or entirely different.
The practical approach is not to argue over which label sounds better but to write four lines on each address card: purpose, actual activity, controller, change trigger. If one card says the registered agent receives mail and another says a Mahe office stores goods and delivers to clients, those are already two sets of facts requiring two sets of checks and should not be merged into one registered address conclusion.
The IBC statutory floor: how the registered office, agent and records interlock
Incorporation and service
The IBC memorandum states the addresses of the registered office and registered agent; legal or other documents may be served at the company's registered office or at the registered agent's principal place of business in Seychelles. The address must therefore be genuinely usable and cannot exist only in the register while being unable to receive or retrieve documents. IBC Act 2016 consolidated text
Records, notification and retention
A company has to keep reliable accounting records that sufficiently explain its transactions, allow its financial position to be determined with reasonable accuracy and enable financial statements to be prepared. Section 175 of the current IBC law treats two categories of company separately: for a company other than a large holding company, where accounting records are kept outside Seychelles, they have to be deposited at the registered office not less than every six months; other companies also have to keep an annual financial summary at the registered office within six months after the financial year ends, and where accounting records are kept outside Seychelles they must likewise be deposited at least every six months. Electronic copies can satisfy that registered-office custody requirement. Where the location of the original accounting records changes, the registered agent has to be notified in writing within 14 days of the change; accounting records have to be kept for at least seven years after the relevant transaction or operation is completed. Where minutes and resolutions are kept outside the registered office, the physical address also has to be provided to the registered agent, with the same 14-day notification requirement on a change of location. IBC Act 2016 consolidated text
The FSA has stated expressly that an IBC selected for a spot check may be required to produce its accounting records at the registered office within a specified period, to verify compliance with section 174 of the IBC Act. FSA: notice on keeping accounting records by IBCs That does not mean every daily original has to be piled on the agent's desk, but it shows that being able to retrieve records on request in time is a substantive capability, not address decoration.
The 2025 International Business Companies (Amendment) Act also warns readers not to keep using an old checklist: for example, a nominee member's declaration and written notice have to be kept at the registered office for at least seven years, and a change of registered agent also requires handling compliance material and handover. Official Gazette: IBC Amendment Act 2025 Where the company has a nominee, a complex membership structure or an agent about to change, have the current and incoming agents build a records handover list first rather than just updating a business card address.
What the actual business location looks at: management, employees, clients, storage and licences
Treating the actual business location as one office is too narrow. Record the following facts separately:
- Actual management: who approves budgets, signs important contracts, controls bank authority and directs the team, and in which country or territory this happens over the long term;
- Employees' workplace: whether employees are in a Seychelles office, a home office, at a client site, or working remotely overseas;
- Client delivery location: who performs the service and where, and whether on-site hosting, installation, maintenance or delivery in Seychelles is required;
- Goods and equipment: whether inventory, samples, servers, production equipment or vehicles are kept in Seychelles long term;
- Regulated activity: whether it touches financial services, insurance, securities, gaming, virtual assets, the international trade zone or another industry regime.
A registered address can prove only the company law address arrangement and cannot replace these facts. Nor can it automatically create or avoid a country's tax residence, permanent establishment, withholding tax, bank KYC or licence outcome; those questions come back to actual management, people, contracts, fixed premises, income sources, the applicable treaty and the authority's forms, reviewed by professionals in the relevant jurisdictions. Seychelles SRC tax material itself treats business activity, permanent establishment and DTAAs as independent factors, and a conclusion cannot be derived from one registered office. SRC: Seychelles Tax System SRC: Tax agreements and information exchange agreements
Do not apply Cayman or BVI economic substance terminology directly as a uniform threshold for every Seychelles IBC. Where a specific tax provision, industry licence, overseas parent regime or bank due diligence requirement demands people, premises, management or records, cite that specific rule and build a separate evidence chain.
Actually doing business in Seychelles: the licensing and project checks come first
General business licensing: a registered address is not a substitute
Whether an SLA licence is needed depends on the specific activity, premises and applicable exemptions, and it cannot be assumed to be unnecessary just because the entity is an IBC. For a foreigner or a foreign investment project, check the SLA's current procedure for foreign applicants first, covering the SIB project review, application, documents, inspection and licensing steps, then go to the relevant activity page to confirm the premises and industry conditions; incorporation, project feedback and the licence are separate interfaces.
For a foreigner or foreign investment project, the Seychelles Investment Board (SIB) route usually looks at a business plan or project first, after which the relevant agencies give their views; the SLA foreign procedure lists submitting the project, agency feedback, lodging the application with the SLA, document verification, inspection, approval, payment and issuance. SIB: Start your business SLA: Procedure for foreigners This is a verification route, not a guarantee of a registration or licence outcome.
Retail, storage and production: premises evidence enters the application
Taking the SLA's public examples, a Retailer of Snacks application requires proof of ownership of the business premises or a lease agreement; a newly built premises needs an occupancy certificate from the planning authority, a change of use needs the corresponding change-of-use document, and a valid lease has to be maintained during the licence period where applicable. SLA: Retailer of Snacks
The manufacturing example is more direct: the SLA page requires proof that the applicant owns or leases the premises; a newly built or renovated premises needs planning approval, a certificate of occupancy and certification from the fire authority on fire precaution requirements, and also involves occupational safety, health, waste disposal and displaying the licence at the designated place of business. SLA: Manufacturing Having an address therefore falls far short; before signing a lease, confirm whether the use, planning, fire, health, insurance and licence list can close.
Regulated activities: IBC registration is not a licence
The FSA FAQ explains that an IBC or CSL may do business in Seychelles, but that sentence does not mean every activity already has regulatory approval. The FSA separately warns that a company registered only under the IBC Act does not thereby obtain authorisation to provide VA or VASP services; the same logic applies to other regulated activities: find the right authority, licence category, personnel and premises conditions first, then decide the entity and the address. FSA FAQ FSA: registering an IBC does not equal VASP authorisation
Tax, employment and GOP: a change of address starts another set of clocks
Business and tax registration
The SRC general FAQ still shows the old text about 14 days after commencing trading, but the SRC's May 2023 specific update states expressly that S.I. 138 of 2022 changed the deadline from the old 14 days to 28 days after the commencement of business. The Tax System page and the 2022 business registration regulations also state 28 days, while employee registration is still handled within 7 days of employment under the tax authority's page. Treat 28 days as the current statutory registration line and reopen the SRC entry point to confirm before actually filing, rather than treating the old 14 days in the FAQ as a live conflict. The SRC also explains the annual business tax return point and that the absence of tax payable, or a loss, is not a reason to ignore the filing requirement.
This does not mean every IBC with no Seychelles business activity files along the same route, and it does not mean obtaining a TIN automatically proves tax residence. Record the trading start date, income sources, actual operators, client and delivery locations, fixed premises and licence status first, then have the SRC or a tax adviser confirm the applicable registration, business tax, VAT, withholding tax, DTAA and overseas filing.
Employees mean payroll, social security and employment law
Where an employer pays wages in Seychelles, the SRC payroll pages require monthly withholding and submission of the relevant payroll information; the deadlines for general wage tax and payroll documents follow the official current forms and rules, not an old template. SRC: Income and Non-Monetary Benefits Tax SRC: explanation of the Payroll Regulations 2024
The Seychelles Pension Fund currently states that the mandatory contribution is 5% each for employee and employer, with the employer responsible for paying the total monthly and completing payment by the 21st of the following month. Seychelles Pension Fund: Mandatory Contribution Continuing obligations like this follow the actual employment facts and do not disappear because an employee never appears at the agent's address. The Employment Department's official Acts and Regulations page lists material such as the Employment Act, conditions of employment, minimum wage, fixed-term contracts and thirteenth month; check the current versions before signing rather than copying another country's employment law template. Employment Department: Acts and Regulations
Non-Seychellois personnel: check the post and the GOP first
Where a non-Seychellois person is to work in Seychelles for pay or without pay, the official Labour Migration FAQ covers employer applications, job advertising, proving that no suitable local candidate is available, the business licence where applicable, the employment contract and the GOP; the GOP page requires an approval certificate from the Employment Ministry first, then an application to Immigration, lodgement at least one week before starting work and no entry for employment purposes before the GOP is granted. Labour Migration FAQ Immigration: Gainful Occupation Permit
Pre-signing gates: turn the address into a reviewable fact pack first
Gate 1: complete the address purpose card 30 days ahead
Before signing up a registered agent, coworking space, actual office or warehouse, write down:
- the statutory purpose of the registered office and registered agent;
- who is responsible for ordinary mail, statutory service, records access, custody of originals and emergency escalation;
- where the actual directors, employees, client delivery, inventory and equipment are located;
- whether a home office, client site, cross-border remote team or several operating premises exist;
- from which date trading, recruiting, client hosting or storage of goods is planned.
This card is not a government form but an original working tool to stop different facts from being squeezed into one address field. If any answer is unclear, stop at document verification and do not replace the facts with the phrase virtual address.
Gate 2: complete external checks within 60 days
Take the business description and premises evidence to the corresponding agency or adviser: SIB and SLA activity and investment restrictions, the Planning Authority's planning or change of use, fire and health requirements, SRC business and tax registration, FSA or other regulator licence conditions, and Employment and Immigration post and GOP requirements. For an activity requiring a lease, put the tenant entity, permitted use, term and renewal arrangements onto the contract review list first.
Gate 3: run a pre-delivery read-back within 90 days
Before opening or moving in, keep the licence, planning or occupancy, fire and health, lease, insurance, tax registration, employee documents, GOP and records storage evidence item by item. Review again after opening: where clients are actually served from, where people work, whether inventory has moved and whether management decisions have changed. The 30, 60 and 90 days are an internal project rhythm, not an official approval period, and do not guarantee that any agency will decide within that time.
Relocation linkage checklist: do not just edit the website footer
Where only the registered agent's actual place of business moves, the IBC law provides a registered office notification mechanism linked to the change in its principal place of business; where the company itself changes its registered office, a resolution is usually adopted under the articles and the statutory procedure, and the effective date is the date registered by the Registrar. Under the current text as amended in 2025, the applicable forms, fees and handover actions should still be confirmed by the agent. IBC Act 2016 consolidated text Official Gazette: IBC Amendment Act 2025
On a move, split the work into at least six lines:
- Company law line: confirm whether the registered office, the registered agent or only address details are changing; keep the director or member resolution, the Registrar filing evidence and the effective date.
- Records line: update the actual location and retrieval rights for members, directors, charges, minutes, resolutions and accounting records; where the location of original accounting material changes, notify the registered agent within the statutory deadline.
- Licensing line: where the new premises will be used for retail, storage, manufacturing, client hosting or another licensable activity, recheck the lease, planning, occupancy, fire, health and whether the licence needs amendment or inspection.
- Tax line: check with the SRC whether business registration, the TIN, business tax, VAT, withholding and employer details are triggered by a change in trading location, income source or employees.
- Personnel line: where the employees' actual workplace, employer, post or nationality changes, recheck Employment, pension, payroll and GOP separately; a bank update is not a substitute for these checks.
- External evidence line: synchronise client contracts, invoices, insurance, the website footer, bank KYC, supplier material and the emergency mail test, and keep the handover record from the old to the new address.
Three fictional situations: seeing the limits of what an address proves
The situations, company names and people below are fictional. They are not MANPRPOWER LIMITED client cases and not legal advice.
Situation 1: a holding company with only an agent address
Aster Reef Holdings Ltd. uses a licensed Seychelles ICSP for its registered office and registered agent; the directors meet in Hong Kong, an overseas team keeps the books, and there are no employees, client hosting or inventory in Seychelles. It can use the agent address as the IBC statutory interface, but it cannot therefore claim that Hong Kong has no management or tax analysis, and it cannot package that address as an actual Seychelles office. The next step is to confirm whether the records can be retrieved on request and to explain the real management location to the relevant tax and banking professionals.
Situation 2: a home office becomes a continuous delivery location
The founder of Blue Lantern Ltd. employs people every day to develop software in a Mahe residence, hosts clients there, keeps equipment and delivers services there. This residence may be the actual business location, but home office is not a licence, planning, fire, employment or tax conclusion. Before signing a lease or starting to trade, take the business type, client flow, people, equipment and premises use to SIB, the SLA, planning, the SRC and the relevant advisers; where the personnel are non-Seychellois, handle the post and the GOP first.
Situation 3: a warehouse and retail shop beyond the agent address
Coral Circuit Ltd. has its registered office at the agent but leases a warehouse and a retail shop in Victoria, employs staff who sell in the shop, and delivers goods from there. The agent address may still handle company law mail and the records interface, but the warehouse and shop are already licensing, planning, fire, insurance, tax and labour facts. Changing only the registered or website address does not replace the checks on the actual business premises.
One sentence to sign off your address plan
Before signing any registration, coworking, lease or licence document, ask one by one: is this address for registration, mail, records, management, employees' work, client delivery, storage, or a regulated activity? Who can prove that it genuinely serves that purpose? After the address changes, who notifies which authority, and within how many days?
If the only answer is that the provider says it can supply a registered address, with no records control, actual activity, lease, planning or fire, tax, employee and licensing evidence, the address plan is not finished. You can start with the Seychelles company registration guide and then have the address card, business process and evidence list read back item by item by the registered agent and local professionals; where assistance is needed to organise the material, set out the planned activity and personnel locations through the contact page. MANPRPOWER LIMITED can assist with registration coordination, document preparation and partner-agency support; the specific legal, tax, employment, immigration, banking or licensing judgement should be reviewed by qualified professionals in Seychelles and the relevant jurisdictions, and no registration, banking, tax or licensing outcome is guaranteed.
SOURCES
Sources
- Seychelles FSA: IBC legislation and consolidated text
- Official Gazette: International Business Companies (Amendment) Act 2025
- Seychelles FSA: Frequently Asked Questions
- Seychelles FSA: Keeping of Accounting Records by IBCs
- Seychelles Licensing Authority: Procedure for foreigners
- Seychelles Licensing Authority: Retailer of Snacks
- Seychelles Licensing Authority: Manufacturing
- Seychelles Ministry of Employment: Acts and Regulations
- Seychelles Ministry of Employment: Labour Migration FAQ
- Immigration and Civil Status Seychelles: Gainful Occupation Permit
- Seychelles Revenue Commission: Seychelles Tax System
- Seychelles Revenue Commission: FAQ
- Seychelles Revenue Commission: Income and Non-Monetary Benefits Tax
- Seychelles Revenue Commission: Payroll Regulations 2024
- Seychelles Pension Fund: Mandatory Contribution
- Seychelles FSA: Caution on VA/VASP services by IBCs
- Invest in Seychelles: Start your business
- Seychelles Revenue Commission: Tax agreements
- Seychelles Revenue Commission: Revenue Administration (Business Registration and Declaration of Operation) Regulations 2022
- Seychelles Revenue Commission: Local businesses now provided 28 days to register