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Seychelles Private Fund

The Financial Services Authority of Seychelles (FSA) regulates mutual funds under the Mutual Fund and Hedge Fund Act, 2008. This Act sets out the guidelines pertaining to the application and licensing of mutual funds and other collective investment entities in Seychelles.

About Seychelles Private Fund

A Seychelles Private Fund is recognised as a mutual fund and is neither a Private nor a Professional Fund. A Private Fund is not allowed to make an invitation to the public to subscribe for or purchase equity interests in the mutual fund.

Seychelles Private Fund Legal Requirements

Requirements Description
  1. Applicable legislation
Mutual Fund and Hedge Fund Act, 2008
  1. Supervising Authority
Financial Services Authority of Seychelles (FSA)
  1. Corporate vehicle permitted

Seychelles regulated:-

IBC (International Business Company)

CSL (Special License Company)

Trust

PCC (Protected Cell Company)

LP (Limited Partnership)

Domestic company (Companies Act 1972)

  1. Share capital or equivalent
 
    • Minimum Investment
None
    • Minimum investors
None but maximum of 50 Investors
  1. Directors / Partners / Trustees
    • Minimum number
2
    • Corporate Directors / Partners / Trustees allowed
Yes
    • Local Directors / Partners / Trustees required
No
  1. Fund functionaries required
 
    • Custodian
      • Custodian required
Yes
      • Local custodian required
No
      • Eligible custodian

Financial institution licensed under the Financial Institutions Act, 2004 or

Trustee services provider licensed under the International Corporate Services Providers Act, 2003 or

Any other person as the authority may approve

    • Fund manager / Investment manager
      • Fund manager required
Yes
      • Local fund manager required
No
      • Fund manager requires to be licensed
Yes
      • Eligible fund manager
Any licensed fund manager worldwide
    • Fund administrator
 
      • Fund administrator required
Yes
      • Local fund administrator required
Yes
      • Eligible fund administrator

Seychelles licensed fund administrator

or

Approved Foreign Administrator

    • External auditor
      • External auditor required
Yes
      • Local external auditor required
Yes
      • Eligible external auditor

Qualified local auditor

or

Foreign auditor if fund is structured as a domestic company

  1. Asset Requirements
    • Restriction on type of asset class invested
None
    • Asset diversification requirements
None
    • Limitation on size of the fund or total assets under management
None
  1. Local physical office required
No
  1. Prospectus / Offering Memorandum required to be filed
Yes
  1. Eligible for listing
Yes
  1. License fees
    • License application fee
USD 500
    • Annual license fee
USD 500
  1. Estimated license processing duration
3 months

Ongoing Obligations

Requirements Description
Monthly obligations
Office Required
Quarterly obligations
None
Annual obligations
Submit annual audited accounts to FSA within 4 months of the financial year end
Other obligations

Notify FSA within 14 days of any of the following changes:

  • Change in the registered office address
  • Change of its agent in Seychelles
  • Change in name or address of-
    • each director of the fund, if the fund is a
    • each trustee of the fund, if the fund is a trust
    • each general partner of the fund, if the fund is a limited partnership.
  • Appointment, resignation or removal of a Director or officer
Tax Obligations and Other Exemptions
Requirements Description
Business Tax
Mutual funds are exempt from business tax except for funds structured under the Companies (Special Licence) Act, 2003, in which case the tax rate is 1.5% of the income of the fund.
Withholding Tax
No withholding tax is payable on dividends and/or interest payable.
Income and Non-Monetary Benefits Tax
The rate of Income Tax Payable by a citizen employee is graduated at a rate of 15% for income between SCR 8,555.51 to SCR 10,000 and 20% for income between SCR 10,000.01 to SCR 83,000. Any income above SCR 83,000 is taxed at 30%. The rate of Income Tax Payable by a non-citizen employee is graduated at a rate of 15% for income between SCR 0 to SCR 10,000 and 20% for income between SCR 10,000.01 to SCR 83,000. Any income above SCR 83,000 is taxed at 30%. Non-Monetary Benefits Tax payable by an employer (mutual fund) is 20%.
Value Added Tax (VAT)
VAT is not applicable to mutual funds in its entirety.
Stamp duty Act
Mutual funds are exempt from payment of stamp duty on all instruments evidencing transactions in respect of shares or debt obligations and on all transfers of other property to or by the fund. The exemption does not extend to the transfer of or interests in immovable property in Seychelles.
Trades Tax Act
The Act grants exemption from the payment of trades tax (customs duty) on all imported furniture and equipment (including computers, communication equipment) used by the licensee, in its office in Seychelles, in connection with the business of operating a mutual fund.
Immovable Property Transfer Restriction Act
The restriction which requires a non-Seychellois to seek sanction from the Ministry of National Development prior to leasing an immovable property in Seychelles, does not apply to funds and exempt foreign funds.
Immigration Decree
Mutual funds are allowed to employ expatriate employees up to 50% of its total number of employees.
Exchange Control Act
The provisions of the Exchange Control Act do not apply to mutual funds.
Foreign Earnings Act
The Foreign Earnings Act is not applicable to mutual funds in its entirety.

Benefits of a Seychelles Private Fund:

  • Ease and speed of establishment
  • Flexible structuring ofthe entity
  • Favorable compliance restrictions
  • Friendly regulatory environment
  • A mutual fund in Seychelles can be administered by a Seychelles Licensed fund administrator or an approved foreign administrator domiciled outside Seychelles.