SEYCHELLES Law and Practice Contributed by: Valery Freminot, Salina Sinon, Ruby Simeon and Hazel Naiken, Rivard Nariman
For a company to have sufficient economic sway, it must adhere to all filing requirements under the Companies Act or the International Business Companies Act. Additionally, it should have adequate human resources and premises in Seychelles for holding and managing invest - ment assets. If the company engages in activities related to the acquisition, holding or disposal of assets, it must make necessary strategic deci - sions, manage and bear principal risks in Sey - chelles, and incur adequate expenditures related to the acquisition, holding or disposal of assets. 5.8 Tariffs Seychelles charges import taxes through a structured tariff system. The main tax, called trade tax, is based on the CIF value of goods (ie, the landed costs up to the port of entry, which includes the cost, insurance and freight). Most imports are also subject to 15% VAT and some attract excise tax depending on the product type. Excise tax applies to specific goods such as alcohol, tobacco, sugary drinks, fuel, and vehi - cles. Rates can be very high, up to or more than 100%, especially on luxury cars, vehicle parts, spirits, and cigarettes. These taxes aim to dis - courage harmful consumption and protect local industries. At the other end of the scale, essential goods such as staple foods, basic consumer products, and certain raw materials are taxed at much low - er rates, often between 0% and 5%. These low tariffs help keep basic living costs affordable. Seychelles also offers preferential rates for goods imported from Commonwealth, the EU, and ACP (African, Caribbean, Pacific) countries. This means lower duties on eligible imports from these regions.
Global trade rules and trends shape the regime. By way of example, the government has intro - duced a sugar tax in line with international public health efforts and levies on plastic and canned goods to support environmental goals. Rising global fuel prices and WTO commitments also continue to influence tariff adjustments.
6. Competition Law 6.1 Merger Control Notification
Mergers in Seychelles are regulated by the Fair Trading Commission (the “Commission”), as mandated by the Fair Trading Act 2022. Section 131 (1) of the Fair Trading Act 2022 lists the types of transaction that trigger the merger control regime. They range from the complete acquisition of an enterprise to a change of con - trol over the part of a business by a competitor or supplier, consumer or other enterprise. The transactions, whether direct or indirect, are as follows: • sale or purchase of shares or assets; • sale or purchase of shares or assets in exchange of shares; • lease of assets; • amalgamation/combination (joint ventures). Change of control is defined in Section 131 (2) of the Fair Trading Act 2022 as: • gaining ownership of more than one half of the issued share capital of the enterprise; • a parent company gaining an IBC as a sub - sidiary; • gaining a majority vote or the ability to control the voting of the majority of the votes; and • acquiring the ability to veto the appointment of the directors.
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