A Seychelles foundation is a separate legal entity (like a company) working through councillors rather than through directors, having beneficiaries (as in a trust) rather than shareholders.
Seychelles foundations are governed by the Seychelles International Business Authority (SIBA)
A foundation is formed by a charter, signed by one or more persons as founders – as defined under the Foundations Act 2009. Foundations must carry out their business outside the Seychelles and are 100% exempt from any taxes in Seychelles on worldwide income. This exemption is available for a period of 20 years from date of registration of the foundation. This provision will remain in force unless the law provides otherwise.
Foundation Charter
The charter is the foundation document filed with the public registry. The charter contains details including the name of the founder, objects and purpose of the foundation, duration, foundation assets, registered agent and address, any rights that the founder wishes to reserve for himself, appointment and role of the protector, responsibilities of the councillor etc.
Foundation Regulations
In addition to a charter, a foundation shall create its regulations. These are the bye laws governing the foundation. These regulations can be drafted to suit clients’ requirements. For example: providing identification and designation of councillors and beneficiaries, distribution of foundation assets, beneficiary entitlements etc. Regulations are a private document and are not required to be filed with the registry .
Initial Assets of the Foundation
The assets of the foundation cannot be less than USD 1 or its equivalent in any freely convertible currency. As provided in the charter, additional assets can be brought into the foundation.
The Founder
The founder is the person who transfers assets to establish the foundation. The founder may be an individual, nominee or other legal entity (including companies, trusts or another foundation)
Founders can reserve rights in the foundation charter in respect to direct investments, appointment and removal of beneficiaries and dissolution of the foundation. The founder can also be a beneficiary (but not sole beneficiary subject to the conditions specified below in the document).
The Foundation Council
A foundation is managed by a foundation council. This must consist of one or more persons (legal or natural) known as councillors. The council has wide ranging administrative powers. It can: appoint and remove its members and beneficiaries, dispose of assets, re-domicile or dissolve the foundation. The regulations broadly define the powers and roles of the councillor. The councillors can hold meetings, anywhere in the world. Minutes of the meetings are required to be maintained.
The Protector
A foundation can appoint a protector if provided for in the charter. A founder, councillor or beneficiary may be appointed as the protector – the exception being that a sole councillor or sole beneficiary cannot act as a protector. The provisions in the charter will determine the extent of the protector’s role. Duties could include the appointment or removal of council members or any other specific duty which the founder would want the protector to perform.
The Councillor
A counder and/or a protector may be a councillor, provided that the founder/protector is not the sole councillor.
The Beneficiaries
The founder can define beneficiaries or the class of beneficiaries in the charter. Councillors can appoint beneficiaries if beneficiaries have not been appointed by the founder.
Founders can be sole beneficiaries provided that another beneficiary is present at the time of founders death /legal incapacity.
Accounts and Register
The foundation must maintain proper books of accounts, registers and records at its registered office, or as decided by the council. These records, registers or books of accounts are not open to public inspection, but shall at all times be available for inspection by the council, the founder or the foundation’s auditor and the beneficiaries.
All constitutional documents required to form a foundation will be drafted by ANGLO Corporate Services in close co-operation with the founder.
