IBC or Global Business Company: which Seychelles vehicle

Both vehicles are incorporated in Seychelles, both are administered by a licensed provider, and both are perfectly lawful. They differ in one structural respect that then decides everything else: an international business company is designed not to be a Seychelles resident, while a global business company is licensed precisely to be one.

The international business company

The IBC Act, 2016 gives a vehicle that is exempt from Seychelles tax on foreign sourced income and that may not carry on business with residents of Seychelles. Its registers are not open to the public, its membership is not searchable, and it can issue any class of share. That combination suits a company whose job is to hold something such as shares, a trading contract, a licence or intellectual property, while the activity happens elsewhere.

The global business company

A GBC is a licensed resident company under the Companies Act. It is subject to Seychelles income tax, must meet economic substance requirements for its class of relevant activity, and files returns. That is a heavier obligation, and it buys something an IBC cannot: residency, which is the precondition for treaty claims, for certain regulated counterparties, and for the banks that ask whether the entity is genuinely administered where it is registered.

The deciding questions

• Does a counterparty, regulator or lender need the company to be a tax resident somewhere?
• Will the company employ people, lease premises or direct activity, or does it only hold?
• Is the ownership willing to have the entity appear on a licensed register?
• Does the group intend to claim treaty benefits, which requires substance that can be evidenced?

A third shape, sometimes the right one

Where the real objective is succession rather than trading, a foundation or a limited partnership often fits better than either company: a foundation holds assets for a purpose as a registered legal person, and a limited partnership lets economics be written once into a partnership agreement. Both are specified entities under the same licensing regime, so the administration looks familiar.

Whichever vehicle is chosen, the substance has to be real. The framework has moved steadily toward requiring that whatever a structure claims on paper can be shown in practice, and the provider who documented it will be asked first.