Seychelles IBC for Brazilians: Rules and Taxation 2026

A Seychelles IBC is a company incorporated under the International Business Companies Act 2016 through a licensed registered agent. Seychelles is on the IN RFB 1,037/2010 list (art. 1, item LIV). For that reason, an individual resident who controls the IBC has profits taxed on December 31, at 15%, under Law No. 14,754/2023 (Lei 14.754/2023), even without distribution.

How is a Seychelles IBC incorporated?

Incorporation must go through a registered agent. The application for incorporation can only be submitted by the proposed registered agent (IBC Act, s. 9(2)). Once incorporated, the company must keep a registered agent in Seychelles, and that agent must be licensed to provide international corporate services under the International Corporate Service Providers Act (s. 164(1) and (2)).

Other IBC Act rules that matter for the structure:

• •Management: the company must have at least one director at all times (s. 130(1)).
• •Shares: the company may not issue, convert or exchange shares for bearer shares (s. 48).
• •Beneficial owners: the Registrar may strike the company off the register, among other reasons, if it fails to meet the requirements to keep and file the register of beneficial owners under the Beneficial Ownership Act, 2020, or if it fails to pay the annual fee (s. 272).
• •Income in Seychelles: an IBC that earns taxable income in Seychelles must notify the Registrar within one month and file the annual report within one year (s. 361).

The consolidated text of the FSA (Financial Services Authority) is published "for convenience only"; to interpret and apply the law, the Official Gazette version prevails.

How much is the official fee for an IBC?

The official registration fee is USD 130 at incorporation and USD 140 per year, for the standard IBC (Second Schedule, Part I, in the version consolidated through August 24, 2026). The same schedule has its own amounts for the protected cell company. These amounts are government fees; fees for the registered agent, accountant and bank are not in the law.

A late annual fee brings a penalty: 10% of the fee if payment is made within 90 days of the due date, and 50% if made after that (s. 12(3) and (4)). The annual fee is paid through the registered agent (s. 12(2)).

For that reason, the cost of an IBC does not end with the official fee. Ask the registered agent for the complete fee list before signing, and compare it with what Brazil's Federal Revenue Service (Receita Federal) requires of whoever controls the structure (see below).

Does Seychelles tax an IBC?

It depends on the source of the income and the type of activity. The SRC describes Seychelles as a historically territorial regime: only Seychelles-source income was taxed. According to the SRC, the law changes applied from September 16, 2021 adopted a revised approach for "covered companies," with an economic substance test for passive income received from a non-resident.

Two practical consequences:

1. •Do not treat the IBC as exempt by definition. The SRC page shows a regime with an annual return and self-assessment, and the business tax return deadline is March 31 of each year, unless approved by the Commissioner General (Business Tax Act 2009, s. 26).
2. •The nature of the income matters. For covered companies, passive income received from a non-resident became subject to a substance test; confirm with the registered agent and the SRC whether your company qualifies.

Is Seychelles a tax haven for Brazil?

It is on the Receita Federal list, which uses the term "favored taxation." IN RFB 1,037/2010 lists countries and dependencies with favored taxation and privileged tax regimes. Art. 1, in the current text, treats as such the countries that do not tax income or tax it at a rate below 17%, or whose domestic legislation does not allow access to information on the ownership structure or ownership of legal entities, and it includes Seychelles in item LIV.

What this changes depends on who controls the IBC:

In Law 14,754, art. 5, § 5, I, subjects to the regime a controlled entity located in a favored-taxation country or dependency, or benefiting from a privileged tax regime, under arts. 24 and 24-A of Law No. 9,430/1996 (Lei 9.430/1996). The alternative path (own active income below 60% of total income) is in item II and applies to controlled entities in any country. For an individual, control exists when they hold, alone or with related persons, more than 50% of the capital or of the rights to profits, or rights that ensure a preponderant vote in decisions (art. 5, § 1).

Do I have to declare the IBC in Brazil?

Yes, when you are an individual resident and control the IBC. Law 14,754 requires declaring, separately, in the Annual Adjustment Return (DAA), the profits and dividends of controlled entities abroad (art. 2). In addition:

1. •CBE (Brazilian Capital Abroad report): the capital abroad declaration is annual when, on December 31, the declarant's total assets and funds abroad are equal to or greater than USD 1 million or the equivalent in other currencies.
2. •Automatic exchange of information: Seychelles signed the CRS Multilateral Competent Authority Agreement on May 14, 2015, with the first exchange scheduled for September 2017. Brazil signed on October 6, 2016, with the first exchange scheduled for September 2018 (OECD list with status as of March 13, 2025).

The agreement covers the automatic exchange of financial account information, so the structure needs to be declared consistently on both sides.

How do you decide whether an IBC fits your structure?

The decision starts with objective questions, before any cost comparison:

1. •Who will control the company and where is that person tax resident?
2. •Is the income active (services and products) or passive (interest, royalties, dividends)?
3. •Will the company need a bank and contracts with clients that require a recognized jurisdiction?
4. •Who will keep the accounting and answer for the records required by the IBC Act?

To compare with other options, see the guide to a company in Malta, the structures in Samoa, the Delaware and Wyoming jurisdictions and the page on a company in Seychelles. On accounts, read the comparison of EMIs and traditional offshore banks. To build the complete design, our team works on corporate structures and tax planning.