Exchange

Seychelles Stock Exchange (Trop-X)

Corporate Governance Code

There is no specific corporate governance code.

Current number of listed companies

There are 24 listed companies on the Trop-X as at 5 February 2018

Regulatory body or bodies

Seychelles Financial Services Authority

Central Bank of Seychelles

Seychelles Investment Board

Principal legislation

International Business Companies Act 2016

Companies Ordinance 1972 (Consolidated to 1 December 2014)

Companies Ordinance (Amendment) Act, 2012 

Mutual Fund and Hedge Fund Act 2008

Mutual Funds - Offshore Investment Fund

Securities Act 2007

Public offers / disclosure regulations

Companies Act 1972

Securities (Advertisements) Regulations 2008

Securities (Conduct of Business) Regulations 2008

Securities (Prospectus) Regulations 2008 

Takeover / merger regulations

Fair Competition Act 2009 

International Business Companies Act 2016 

Seychelles is also a Member State of COMESA and therefore subject to the COMESA Competition Regulations.

Securities (Takeovers) Regulations 2008 

Impact of regulatory regime on business

Fair Competition Act 2009

The Act also seeks to prevent the restrictive trade practices such as abuse of a dominant position by an enterprise; to eliminate anti-competitive practices; and  to prevent or control anti-competitive mergers. 

A transaction is required to be notified to the Fair Trading Commission if it fulfils the following criteria:

• it constitutes a merger (as defined in the Act); and
• such merger involves an enterprise that either by itself controls or together with any other enterprise with which it intends to effect the merger is likely to control 40% of a market or other such amounts as the Minister responsible for Trade may prescribe.

For the purposes of the Act, a ‘merger’ means the acquisition or establishment, direct or indirect, by one or more enterprises, whether by purchase of shares or assets, lease of assets, amalgamation or combination or otherwise, of control over the whole or a part of the business of an immediate competitor, supplier, consumer or other enterprise. Further, notification is required for any public bid for the control of an enterprise.

The legislation does not provide thresholds for mandatory merger notification, except where the entity resulting from a merger is likely to control 40% of a market.

Legislation power

The Fair Competition Act, 18 of 2009 came into operation on 5 April 2010 to ensure that the benefits of the competition process in Seychelles are unhindered by anti-competitive activity.

Scope

The objectives of the Act are:

• to promote, maintain and encourage competition;
• to prohibit the prevention, restriction or distortion of competition and abuse of dominant positions in trade; and
• to ensure that enterprises irrespective of size, have the opportunity to participate equitably in the market place.

The Act prohibits arrangements between undertakings that hinder competition, or are intended to do so e.g. agreeing to fix prices, cartel agreements, or bid rigging, the abuse by one or more undertakings of a dominant position in a market, and certain mergers and acquisitions, unless the prior approval is obtained from the FTC.

Signatories to United Nations Convention Against Corruption (UNAC)?

Yes - on 27 February 2004

UNAC ratified?

Yes - on 16 March 2006

Signatories to the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions?

No

Signatories to the African Union Convention on Preventing and Combating Corruption?

Acceded on 1 June 2008

Ratified?

39600

Corruption Perception Index score for 2017

60

Corruption Perception Index rank worldwide for 2017

36

The Anti-Corruption Act was enacted in 2016 and an Anti-Corruption Commission was established to investigate, detect and prevent corrupt practices.

Find out more here

Arbitration

The domestic arbitration regime is contained in Title IX (Articles 110 to 150) of the Commercial Code of Seychelles, 1977. Article 110 of the Commercial Code provides that, subject to certain rules regarding compromises as laid down in Articles 2044 to 2058 of the Civil Code of Seychelles, any dispute which has arisen or may arise out of a specific legal relationship, and in respect of which it is permissible to resort to arbitration, may be subject to an arbitration agreement.

Commercial Code

A symposium on the role of ADR in Access to Justice in Seychelles was held in Seychelles in August 2012.

Papers from the symposium are available here

Effectiveness of the court system

The latest annual report of the judiciary elaborating on the present structure of judiciary as well as the statistics pertaining to cases/ legal system are available here.

Enforcement of arbitral awards

Seychelles is not a signatory to the Convention on the Recognition and Enforcement of Foreign Arbitral Awards adopted by the United Nations Conference on International Commercial Arbitration on 10 June 1958 (New York Convention) and as such, the New York Convention has not been given force of law in Seychelles. An award made pursuant to an arbitration in a state or territory other than Seychelles which is a party to the New York Convention is not enforceable in Seychelles without an application to the Supreme Court of Seychelles. The Supreme Court of Seychelles may, upon presentation of an application and at its discretion, order that an award made pursuant to an arbitration in a state or territory other than Seychelles be enforceable in Seychelles in accordance with its terms. We have no reason to believe that an arbitral award would not be enforced in Seychelles but legal specific legal advice should be taken at the time of a dispute so that an assessment of the specific facts can be made.

Commercial Code

Enforcement of foreign judgments

A final and conclusive judgment of a foreign court under which a sum of money is payable (not being a sum of money payable in respect of taxes or other charges of a like nature, in respect of a fine or other penalty, or in respect of multiple damages) may be enforceable in Seychelles if the foreign court is situated in a country to which The Foreign Judgements (Reciprocal Enforcement) Act 1961 or the Reciprocal Enforcement of British Judgements Act 1922 applies.

Under the Act, a judgment obtained in the high courts of a territory to which it applies would be enforced by the Supreme Court of Seychelles without re-examination of the merits of the case provided the provisions of the Act are met and the procedure provided for in the Act is followed. All foreign judgments must be duly registered in the Supreme Court of Seychelles in the manner prescribed under the Act to be effective.

The legislation can be found at:

Foreign Judgements (Reciprocal Enforcement) Act - Chapter 85 

Foreign Judgements (Reciprocal Enforcement) Act - Chapter 199 

Judiciary

The Judiciary in Seychelles is the third arm of the state after the executive and legislature. The administration of the courts is conducted through the Registrar of the Supreme Court.

A half-day symposium on the role of the judiciary in constitutional governance of Seychelles was held on 17 June 2013.

Perception of the local courts 

The Judiciary has recognised there are challenges and the Chief Justice highlighted some of these in a speech in September 2011, "Reform of the Judiciary: Challenges Ahead for Us". 

Structure of the court system

The courts in Seychelles consist of:

• The Seychelles Court of Appeal
• The Seychelles Supreme Courts
• The Magistrates’ Courts
• Tribunals

Foreign investment incentives

A number of incentives are in place to encourage foreign investment in sectors including agriculture, fisheries, tourism.

Further information is available from the Seychelles Investment Board here: 

Why invest in the Seychelles

Foreign trade

Details of the Double Taxation Treaties 

Financial Services Authority Seychelles

Listed companies

All relevant information in relation to foreign investment in Seychelles may be found on the website of the Seychelles Investment Board here. 

General legislations

Consumer Protection Act 2010: aimed at protecting consumers' rights, imposing duties on producers and suppliers of goods and services in the Seychelles.

Find out more here 

Industry specific legislation 

The Fair Competition Act (FCA) 

Capital Gains Tax

There is no capital gains tax.

Corporation tax

Business tax is levied on the taxable income of a business (less any allowable deductions). The rate of business tax payable are set out below and further information can be found here.

Sole trader and partnership rates

• 0% on the first SR 150,000 of taxable income
• 15% on the next SR 850,000
• 33% on the remainder

Companies do not have a tax free threshold. They are taxed at a rate of 25% on the first SR 1,000,000 and 33% on the remainder. Tax can either be paid annually following the assessment of business tax returns or on a monthly provision basis, either through deduction at source or payment.

Please note that the Business Tax Act, 2009 provides for special rates for certain, businesses which are listed in the Act.

Find out more here 

Double taxation avoidance agreements 

Double taxation avoidance agreements in force:

• Jersey- Seychelles DTAA- Date of entry into force: 5th January 2017
• Guernsey-Seychelles DTAA- Date of entry into force: 6th October 2016
• Singapore- Seychelles DTAA- Date of entry into force: 18th December 2015
• Kenya-Seychelles DTAA – Date of entry into force: 9th April 2015
• Swaziland – Seychelles DTAA- Date of entry into force: 11th February 2015
• Sri Lanka –Seychelles DTAA- Date of entry into force: 26th March 2014
• Ethiopia – Seychelles DTAA- Date of entry into force: 1st January 2014
• Isle Of Man- Seychelles DTAA- Date of entry into force: 16th December 2013
• Luxembourg- Seychelles DTAA- Date of entry into force: 19th August 2013
• Bermuda – Seychelles DTAA- Date of entry into force: 19th July 2013
• San Marino- Seychelles DTAA- Date of entry into force: 30th May 2013
• Monaco - Seychelles DTAA- Date of entry into force- 1st January 2013
• Bahrain - Seychelles DTAA, Date of entry into force: 3 February 2012
• Barbados - Seychelles DTAA, Date of entry into force: 28 February 2008
• Botswana - Seychelles DTAA, Date of entry into force: 22 June 2005
• China - Seychelles DTAA, Date of entry into force: 17 January 2000
• Cyprus - Seychelles DTAA, Date of entry into force: 2 November 2006
• Indonesia - Seychelles DTAA, Date of entry into force: 16 May 2000
• Malaysia - Seychelles DTAA, Date of entry into force: 10 July 2006
• Mauritius - Seychelles DTAA, Date of entry into force: 22 June 2005
• Oman - Seychelles DTAA, Date of entry into force: 20 January 2004
• Qatar - Seychelles DTAA, Date of entry into force: 1 January 2008
• South Africa - Seychelles DTAA, Date of entry into force: 3 July 2002
• Thailand - Seychelles DTAA, Date of entry into force: 14 April 2006
• U.A.E - Seychelles DTAA, Date of entry into force: 23 April 2007
• Vietnam - Seychelles DTAA, Date of entry into force: 7 July 2006
• Zambia - Seychelles DTAA, Date of entry into force: 4 June 2012

DTA Agreements Signed (Not In Force):

• Double Taxation Agreement with Belgium
• Double Taxation Agreement with Kuwait
• Double Taxation Agreement with Lesotho
• Double Taxation Agreement with Malawi
• Double Taxation Agreement with Zimbabwe

Tax Information Exchange Agreements (TIEAs):

• Denmark- Seychelles TIEA- Date of entry into force: 14th May 2012
• Faroe Islands- Seychelles TIEA- Date of entry into force: 14th May 2012
• Finland - Seychelles TIEA- Date of entry into force: 14th May 2012
• Greenland - Seychelles TIEA- Date of entry into force: 11th January 2014
• Guernsey - Seychelles TIEA- Date of entry into force: 22nd July 2012
• Iceland - Seychelles TIEA- Date of entry into force: 19th October 2013
• India - Seychelles TIEA- Date of entry into force: 28th June 2016
• Netherlands - Seychelles TIEA- Date of entry into force: 1st September 2012
• Norway - Seychelles TIEA- Date of entry into force: 11th August 2012
• Sweden - Seychelles TIEA- Date of entry into force: 6th October 2013
• Swiss Confederation - Seychelles TIEA- Date of entry into force: 10th August 2015

Further information on Double Taxation Avoidance Agreements can be found here.

Exchange control

The Foreign Exchange Act, 2009 regulates the dealers which may deal with foreign currency and set exchange rate.

Find out more here 

Export Processing Zone

Details about the Seychelles International Trade Zone is available here. 

There is no tax on business profits and dividends; and other exemptions and concessions are provided for businesses in the International Trade Zone. 

Interest

Withholding Tax is payable by non-residents at rates between 0 and 15% depending on the type of account and interest.

Seychelles Revenue Commission 

Tax and contribution rate information 

Legislations information 

Dividends

Withholding Tax is payable by non-residents at 15%.

Listing rules 

Rules and directives 

Losses

Pursuant to section 25 of the Business Tax Act 2009, if the total amount of deductions allowed to a business for a tax year exceeds the total assessable income of the business for the year, the amount of the excess is the net loss of the business for the year. If a business has a net loss for a tax year, the amount of the loss is carried forward to the following tax year and allowed as a deduction in computing the taxable income of the business for that following year.

If a net loss is not wholly deducted under subsection (2), the amount not deducted is carried forward to the next following tax year and applied as specified in subsection (2) in that year, and so on until the loss is fully deducted, but no loss can be carried forward for more than five tax years after the year in which the loss was incurred. If a business has a net loss carried forward under this section for more than one tax year, the loss of the earliest year is deducted first. If a person carried on more than one business, this section applies separately to each business.

Other taxes 

Excise tax is a tax levied on cigarettes or tobacco, alcohol, motor vehicles and petroleum products imported or locally manufactured in Seychelles.

Excise tax rates 

The Customs Managementment Act, 2011 provides for the duties, taxes or levies payable on imports or exports of goods to or from Seychelles and can be found here.

Personal income tax

Income and Non-Monetary Benefits Tax

This is payable at the following rates:

• Seychellois employee – 15% of gross pay*
• Non Seychellois employee – 15% of gross pay*
• Non Monetary Benefits Tax – 20% on the value of the non-monetary benefits provided to the employed person. Note that this tax is paid by the employer.

*Income and Non Monetray Benefits ( Amendment) Act,2017 which shall come into force on July 1st 2018 provides for higher rates of income tax.

• Seychellois Employee (Income SR 10000 – SR 83,333) - SR 216 + 20% of Amount exceeding SR 10,000
• Seychellois Employee (Income exceeding SR 83,333 ) - SR 14,883 + 30% of Amount exceeding SR 83,333
• Non-Seychellois Employee (Income SR 10000 – SR 83,333) - SR 1500+ 20% of Amount exceeding SR 10,000
• Non-Seychellois Employee (Income exceeding SR 83,333) - SR 16,166 + 30% of Amount exceeding SR 83,333

All legislations and amendments relating to taxation in Seychelles can be found here.

Real property tax

No specific property income tax.

Royalties

Withholding Tax is payable by non-residents at 15%.

Stamp duty

Stamp duty is payable on the purchase of immovable property at a rate of 5% of the purchase price.

Note that foreign nationals and foreign corporations are not permitted to purchase immovable property in Seychelles or to purchase any right to the property, lease any property or enter into any agreement which includes an option to purchase or lease any such property or right without first obtaining sanction from the Government. The sanction application fee is 1.5% of the purchase price.

Technical service fees

15%

Find out more details here 

Thin Cap regulations

There are no thin capitalisation regulations.

Transfer pricing

The Seychelles Revenue Commission has released a  public ruling  to provide the Revenue Commissioner's view on  the application of transfer pricing rules to a business transaction. 

Find out more about transfer pricing here and the public ruling here.

Value Added Tax

Value added tax (VAT) is a consumption tax levied on the sales of goods and services provided, payable at 15%. VAT is levied at the point of entry and charged at the point of sale, except on goods and services exempted in the Value Added Tax Act, 2010.

Find out more