Key Takeaways
- A public company limited by shares in Seychelles can offer its shares to the public, distinguishing it from private structures.
- Governance rests on a defined framework of directors and officers, with the governing law setting the rules for share capital and shareholders.
- Taxation and ongoing compliance obligations shape the practical cost of running this vehicle and deserve review before formation.
- Weighing the advantages against the limitations helps non-resident owners decide whether this entity fits their fundraising and operating plans.
Understanding the Public Company Limited by Shares in Seychelles
The Public Company Limited by Shares in Seychelles is the entity form built for raising capital from the general public, the structure you reach for when shares must be freely transferable and offered widely rather than held privately. It is governed by the Companies Ordinance 1972, the statute used by businesses trading inside the country, and it differs sharply from the offshore vehicles that dominate non-resident use.
This guide explains how the public company works in practice: its legal foundation, capital and shareholder rules, governance demands, tax treatment, and the trade-offs a foreign owner should weigh. It matters most to established businesses pursuing a stock exchange listing or broad-based equity fundraising, and far less to non-residents running international operations, who almost always select an IBC instead.
A foreign owner should understand one point at the outset. This is the least-used vehicle among non-residents; it earns its place only where a genuine public capital-raising or local listing purpose exists.
Legal Basis and Governing Law
The Companies Ordinance 1972, modelled on the old United Kingdom Companies Act, is the principal statute for companies operating within the jurisdiction. It was substantially updated by the Companies (Amendment) Act 2020 (Act 22 of 2020), which introduced a register of companies, annual fees, certificates of good standing, and the Registrar's power to strike off firms that fail to file annual returns.
The latest consolidated version available through the SeyLII database reflects amendments up to Act 22 of 2020. Later changes may exist, so treat any specific provision as subject to confirmation against the current text.
The Registrar of Companies handles registration of domestic firms, and the Registry sits within the remit of the Seychelles Financial Services Authority (FSA), the regulator for non-bank financial services established under the Financial Services Authority Act 2013. Where a public offering or listing is involved, the Securities Act 2007 also applies.
The Companies Act 1972 governs companies trading locally, including the public company; the International Business Companies Act governs the IBC used for offshore activity. Confusing the two leads foreign owners to the wrong vehicle.
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Defining Features and Characteristics
A public company limited by shares is a separate legal entity. It holds rights and obligations in its own name, distinct from those of its members, and a shareholder is not personally liable for company debts by reason only of membership.
Member liability is capped. Each shareholder's exposure is limited to any amount unpaid on the nominal value of the shares registered in their name, plus any excess of the issue price over that nominal value.
The Ordinance draws a firm line between a proprietary (private) company and the non-proprietary (public) form. A private company cannot offer shares to the public, cannot list on an exchange, and is capped at 50 members; the public company is the inverse, free to offer shares publicly, with no member ceiling and shares that transfer without restriction.
One practical gate applies before trading. A public company cannot commence business until the Registrar issues a trading certificate, an additional step that private companies and IBCs do not face. The name must end with "Limited" or "Ltd."
Share Capital, Shareholders, and Public Offering of Shares
There is no statutory minimum share capital prescribed for formation under the Ordinance, and no specific public minimum confirmed for the public company form. Capital is stated in the memorandum, and shares must carry a nominal (par) value.
The Ordinance permits ordinary shares, preference shares carrying a fixed or capped dividend in priority to other classes, and non-participating preference shares. Bearer shares are not part of the public company framework.
On member count, the framework follows its UK heritage, which historically required more members for a public company than for a private one. The current minimum is not confirmed from public sources, so confirm the figure directly with the Companies Registry before relying on it.
Where you intend to raise capital from the general public, additional rules apply:
- A prospectus issued to the public must comply with the Fourth Schedule of the Ordinance, which sets out the statements, reports, and accounts required in every public prospectus.
- Public fundraising is subject to FSA prospectus requirements, and a public offering under the Securities Act 2007 will generally need regulatory clearance.
- A listing can be pursued on MERJ Exchange, the only licensed exchange in the country.
Companies with capital divided into shares must file an annual return giving full details of share capital, directors, and shareholders. Shares in the public form transfer freely, without the restrictions a private company may impose.
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Directors, Officers, and Corporate Governance
The Ordinance imposes statutory duties on directors. They must act within the powers set by the memorandum and articles, obtain general meeting authorisation where required, act in good faith in what they reasonably consider the interests of shareholders as a whole, and account to the company for monetary benefits received.
A register of directors and secretaries must be kept at the registered office. Any change must be notified to the Registrar within fifteen days of it occurring.
Every public company must appoint a company secretary, and that role cannot be filled by a sole director; one person may not act simultaneously as both. The minimum number of directors for the public form is not confirmed from public sources, and the UK-modelled framework typically expects at least two, so verify the current requirement with the Registry.
On residency, the Ordinance does not on its face mandate that directors or the secretary be resident in the jurisdiction, consistent with its UK origins. Registry practice can differ from the bare text, so confirm before assuming a fully non-resident board is acceptable.
Annual governance obligations are real. A public company is expected to hold an annual general meeting, accounts must be audited each year, and the auditors' and directors' reports must accompany the annual return. The Ordinance also contains specific provisions protecting minority shareholders.
Typical Uses and Who Chooses This Vehicle
This vehicle suits established businesses that need access to public capital markets or plan a listing on MERJ Exchange. It also fits enterprises that intend to issue debentures or bonds to the public within the local legal framework.
Domestically operating firms that require public recognition and the ability to attract investment from the general public form the core user base, including regulated businesses such as banks and insurers. A private company may convert to public form by altering its articles and meeting the statutory requirements.
The picture for non-residents is different. Foreign owners running international business overwhelmingly choose the IBC, while those seeking treaty access use the CSL; the public company is rarely selected unless a real public fundraising or local listing purpose exists.
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Taxation and Key Compliance Obligations
The country operates a territorial tax system, so income from sources outside its borders is not taxed locally. A domestic company such as the public company is liable to Business Tax on locally sourced income.
Tax residence turns on where the company is controlled and managed and on whether at least half the board are residents. A resident company pays a flat 15% on global income, but where at least 90% of profits are earned abroad, only a 1% rate applies instead.
| Item | Treatment |
|---|---|
| Foreign-source income | Outside the local tax base (territorial system) |
| Resident company, global income | Flat 15% |
| Resident, 90%+ profits earned abroad | Flat 1% |
| VAT | Applies above the registration turnover threshold |
| Withholding on dividends to non-residents | None under general rules |
Treaty access for the standard public company is not confirmed; treaty eligibility is generally associated with the CSL, so verify with a local tax adviser before planning around a tax treaty. Note also that the jurisdiction was added to the EU list of non-cooperative jurisdictions in February 2020, moved to the grey list the following year, and blacklisted again in October 2023, a status that EU-connected counterparties must be told about.
Compliance is ongoing and enforced. The annual return must be completed within forty-two days after the AGM, signed by all directors and the secretary, and forwarded to the Registrar; failure to comply exposes the company and officers in default to escalating daily fines, beginning at 100 rupees per day in the first month, rising to 250 and then 500 rupees per day thereafter.
Beneficial ownership must be registered. The Beneficial Ownership Act 2020 requires entities to record their ultimate owners through appointed agents while keeping that information confidential. Whether economic substance rules introduced in the offshore sector reach Companies Ordinance public companies is not confirmed and should be checked with the FSA or an adviser.
Advantages of the Public Company Limited by Shares
- Separate personality and limited liability: the firm contracts in its own name, and member exposure is capped at the unpaid amount on their shares.
- Public capital raising: alone among common local vehicles, it may issue shares and debentures to the general public.
- Listing eligibility: it can pursue a listing on MERJ Exchange to reach public equity markets.
- Local recognition and regulated activity: it can own local real estate, employ staff, contract with residents, and, with the right sectoral licence from the FSA or Central Bank, conduct banking or insurance, none of which an IBC may do.
- Territorial base for foreign income: earnings sourced outside the jurisdiction stay outside the local tax net.
- Conversion flexibility: a public company may be re-registered as a private company with shareholder approval and Registrar consent.
The legal foundation is also familiar. Built on the UK model, the Ordinance offers a well-understood framework with established interpretive traditions.
Limitations and Practical Considerations
Public disclosure is the central drawback. Director and shareholder information for a domestic company is accessible to the public, unlike the privacy associated with an IBC.
The compliance load is heavier than most alternatives. Accounts must be prepared, audited, and filed; auditors' and directors' reports accompany the annual return; an AGM is expected each year; and the trading certificate must be obtained before business begins.
Public fundraising adds regulatory lead time. A public offering needs a Fourth Schedule prospectus and, under the Securities Act 2007, FSA involvement, with the associated cost and delay.
Two reputational factors weigh on cross-border dealings. The jurisdiction was blacklisted again by the EU in October 2023, and the OECD rated it "partially compliant" in its April 2020 peer review, both of which can affect banking, lending, and correspondent relationships.
- Treaty access is not confirmed for this form; the CSL is the recognised treaty-access vehicle.
- MERJ Exchange is the only licensed exchange and has limited liquidity and a small investor base relative to major markets.
- Shareholder and director minimums are more onerous than the IBC, which needs only one of each with no residency condition.
For most non-resident founders, this means the public company is rarely the right fit. Where the goal is international trade or holding rather than public fundraising, a limited-liability IBC is the more practical choice.
Formation Overview
Incorporation runs through the Registrar of Companies within the FSA in Victoria, Mahé, under the Companies Ordinance 1972 as amended. The step-by-step process is covered in a separate guide; what follows is an outline of what the public form requires.
- Reserve a compliant name ending in "Limited" or "Ltd." that is not identical or misleadingly similar to an existing entry.
- Prepare the Memorandum and Articles of Association using the non-proprietary forms in Part I and Part II of the First Schedule of the Ordinance.
- Appoint a company secretary, who cannot also be the sole director, and establish a registered office in the jurisdiction.
- File beneficial owner details, through the registered agent, with the Financial Intelligence Unit under the Beneficial Ownership Act 2020.
- Obtain a trading certificate from the Registrar before commencing business or exercising borrowing powers.
- Where capital will be raised publicly, register or clear the prospectus with the FSA under the Securities Act 2007 before any offer.
Expect to provide standard KYC and AML documents: certified passports or identity papers for directors, shareholders, and beneficial owners; recent proof of residential address; and corporate documents where a shareholder is itself a company. The beneficial ownership database held by the Financial Intelligence Unit is not open to public view; only certain public authorities are granted access.
On official cost and timing, the public company is not subject to the same-day regime advertised for IBCs, and a realistic expectation is several business days to a few weeks depending on document readiness and the Registry queue. A specific public fee schedule for this form was not available from the FSA fees document, so confirm the current prescribed fees directly with the FSA Registrar or with Expanship before budgeting.
Conclusion
The public company limited by shares is a domestic vehicle designed for one purpose that few non-residents need: raising equity from the general public or listing on a local exchange. It delivers separate personality and limited liability, but it carries public disclosure, annual audit, an AGM, a trading certificate, and prospectus regulation that lighter structures avoid. Several figures, including the member and director minimums and the official fees, are not settled in public sources and should be verified with the Registry before you commit. If your aim is international business rather than public fundraising, the IBC will almost always serve you better.
How Expanship Can Help Your Business in Seychelles
Expanship advises foreign owners on whether a public company limited by shares actually fits their plan, handles the constitutional documents and trading certificate, and where a public listing or fundraising is intended, coordinates the prospectus and FSA steps; the same team supports the wider needs of a foreign-owned entity in the jurisdiction.
- Company formation and choice of the right vehicle for your objectives
- Registered agent and registered office services
- Tax registration and ongoing return filing
- Annual compliance, beneficial ownership filings, and statutory registers
- Accounting, audit coordination, and bookkeeping
- Introductions to banking partners
To discuss your structure and next steps, contact Expanship Seychelles.
Frequently Asked Questions
It is possible but rarely sensible, because this domestic form carries public disclosure, audit, and annual reporting obligations that international business does not require. Non-residents conducting offshore activity overwhelmingly use the IBC, reserving the public company for genuine public capital-raising or a MERJ Exchange listing.
No statutory minimum share capital for formation is prescribed under the Companies Ordinance 1972, and no specific public minimum for the public form was confirmed. Capital is stated in the memorandum, and shares must carry a nominal value, so set the figure to match your funding plan and verify any current requirement with the Registry.
As a domestic company it is liable to Business Tax on locally sourced income, while income from outside the jurisdiction stays outside the local base under the territorial system. A resident company pays 15% on global income, dropping to 1% where at least 90% of profits are earned abroad, and there is no withholding on dividends to non-residents under general rules.
It must hold an annual general meeting, prepare and audit accounts each year, and file an annual return within forty-two days of the AGM, signed by all directors and the secretary. Late filing triggers escalating daily fines and, ultimately, the Registrar's power to strike the company off the register.
Treaty access is not confirmed for the standard public company, and treaty eligibility is generally associated with the CSL structure instead. If treaty benefits matter to your plan, confirm the position with a local tax adviser before choosing this form.
The jurisdiction was added to the EU non-cooperative list in February 2020 and blacklisted again in October 2023, which can affect how EU-regulated banks, lenders, and counterparties treat your company. The status must be disclosed to EU-regulated advisers and may add friction to cross-border banking and financing.
Legal Disclaimer
The information provided in this article is for general informational purposes only and does not constitute legal, tax, or professional advice. While we strive to ensure the accuracy and timeliness of the content, laws and regulations are subject to change, and the application of laws can vary widely based on specific facts and circumstances.
Readers should not act upon this information without seeking professional counsel tailored to their individual situation. Expanship and its authors disclaim any liability for actions taken or not taken based on the content of this article.
For specific advice regarding your business setup, compliance requirements, or any legal matters, please consult with qualified legal and tax professionals in the relevant jurisdiction.
