Seychelles Crypto License

1. Incorporate a Seychelles Entity

First, we start by registering a Seychelles International Business Company (IBC). An IBC is the preferred vehicle for non-seychellois because it can engage in global business and now, under new laws, can apply for a VASP license. Incorporation requires at least one shareholder and one director (they can be the same person; corporate directors are allowed). Use a local licensed corporate service provider to handle this, as Seychelles law mandates a local registered agent. When setting up, ensure the Memorandum & Articles of Association allow for crypto-related business. Notably, one director must be a Seychelles resident for VASP purposes. (Nominee services can fulfill this if needed, which some providers offer.) Also prepare to appoint a Seychelles “Public Officer” – a local representative for tax and regulatory matters.
 

2. Preliminary Approval – Central Bank (if required)

Before lodging the full VASP application with the Financial Services Authority (FSA), Seychelles requires an approval or no-objection from the Central Bank of Seychelles (CBS) in certain cases. This is to ensure the prospective VASP isn’t in conflict with monetary policy or other financial regulations. Work with your consultants to submit a brief to CBS about the planned business (scope of services, risk management). Once the Central Bank’s approval is obtained, you can proceed confidently to the main application.

 

3. Prepare VASP License Application (FSA)

Compile the extensive documentation needed by the FSA under the Virtual Asset Service Providers Act, 2023/24. The application form requires a wealth of information:Business Plan: detailing services (exchange, wallet, etc.), target customer base, revenue model, and how you will comply with VASP regulations.Corporate Structure: diagrams of ownership (all layers up to ultimate beneficial owners) and management structure. Include profiles of directors, senior management, and any external service providers.

 

4. Fit-and-Proper Documents

Certified copies of passports, CVs, police clearance certificates, and financial statements for each director, senior manager, shareholder, and beneficial owner. Every individual must demonstrate a good track record (no criminal history, especially financial crimes, and relevant experience to run a VASP).

 

5. Financial Capacity

Proof of meeting the capital requirement. Seychelles requires initial paid-up capital between US$25,000 and US$100,000 depending on the type of services. For example, simpler services might be at the lower end, whereas running a full exchange or offering custodial services pushes toward the higher end. Include bank letters or account statements evidencing these funds.

 

6. Physical Office Evidence

A Seychelles office lease or title document must be provided, proving you have a physical premises. The office must be “fully staffed” – meaning by the time of launch you’ll have employees or local agents in that office to manage operations.

 

7. Policies and Manuals

Draft and attach comprehensive internal policies: AML/CFT policy (aligned with Seychelles’ AML Act of 2020), risk management policy, cybersecurity policy, internal controls manual, and a contingency / wind-down plan. The cybersecurity policy is critical – the FSA expects VASPs to implement effective cybersecurity safeguards and will want to see a written plan for protecting systems and responding to breaches.

 

8. Key Personnel Details

Identify Key Persons such as Compliance Officer (and MLRO), Head of Technology/IT security, and Finance Officer. Provide their credentials and job descriptions. Notably, the Compliance Officer and at least one director must be Seychelles residents, as per “substance” rules.

 

9. Public Officer Appointment

Name the local public officer (often your local corporate services provider can serve in this role) for tax/regulatory contact.

 

10. Submit Application & Fees

Lodge the completed application with the FSA and pay the application fee. The fee might vary but ensure it’s paid so the application is deemed complete. The FSA will check that all form fields are filled (they are strict – even “N/A” must be inserted where a question doesn’t apply). An incomplete form or missing document can delay or reject the application outright. Once accepted, the FSA will issue an acknowledgment and commence their review.

 

11. Regulatory Review Process

The FSA, in conjunction with other Seychelles authorities, will vet the application. This includes evaluating the business model for compliance and risk, verifying the backgrounds of all individuals (they may contact foreign regulators or use Interpol for background checks), and assessing the financial soundness of the proposal. They will also ensure you’ve engaged an independent external auditor in Seychelles or an approved jurisdiction (VASPs must have annual audits). During review, the FSA might request clarifications or additional documents. For example, they might ask for a more detailed explanation of your custody arrangements or liquidity providers, or require an on-site meeting/interview with your local director.

 

12. License Decision

If all criteria are met, the FSA will grant the VASP License. This license will specify which virtual asset activities you are permitted to conduct (exchange between crypto and fiat, crypto-to-crypto trading, transfer services, wallet custody, etc., as per the categories defined in the Act). The FSA aims to have the regime in place such that existing businesses must be licensed by Dec 31, 2024, so new applications around 2024/2025 are handled expediently. The timeline from application to license could be around 3–6 months, depending on completeness and regulator workload. Upon approval, you’ll receive the license certificate.

 

13. Post-Licensing Implementation

Once licensed, before going live, implement the final steps:Ensure your Seychelles office is staffed with at least the minimum required personnel (and these personnel are competent – FSA could do follow-up interviews). Convene the board of directors in Seychelles as needed (the Act requires at least two board meetings in Seychelles per year and at least four management meetings in Seychelles per year). Set up the required systems for record-keeping – all records of transactions and customer data must be accessible from the Seychelles office at all times. This typically means maintaining mirrored servers or cloud access in the local office.

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14. Ongoing Compliance

Adhere to all ongoing obligations under the VASP Act:

Maintain at all times the required capital and liquid assets. The law may require ongoing capital above the initial minimum, plus possibly solvency and insurance coverage to be in place. For example, you might need to have an insurance policy against hacks or internal fraud.

Keep the Seychelles office operational with meaningful activity. Conduct board meetings and management meetings in Seychelles as required. The FSA wants more than a shell – real decision making should occur locally.

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15. Reporting

File regular reports: likely quarterly or biannual reports to FSA on operations, an annual audited financial report, and immediate notification of certain events (like security breaches, change in directors, etc.). Also, maintain compliance with AML/CFT – file Suspicious Activity Reports with FIU, conduct annual AML training, and possibly annual AML audits. You must appoint an FSA-approved auditor and report that to FSA within 14 days of licensing. That auditor will audit your financials and possibly your compliance annually. The FSA also can do inspections; be prepared to show records and demonstrate that, for instance, you hold at least one board meeting locally and that customer funds are properly segregated.

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