Setting up a private trust company in Seychelles.

Wealthy families with complex assets and multi-generational planning objectives often find that a commercial trustee, while practical for straightforward arrangements, does not offer the governance flexibility they need. A private trust company established in Seychelles addresses this gap, allowing families to appoint their own board, consolidate multiple connected trusts under a single structure and retain meaningful control over investment and distribution decisions.

This guide walks through the key features, setup process and ongoing obligations of a Seychelles PTC.

What is a private trust company?

A private trust company (PTC) is a dedicated corporate entity established to act as trustee for one or more connected trusts, typically trusts benefiting a single family or group of related individuals, rather than offering commercial trustee services to the public.

Under the Seychelles Trusts Act, 2021, a PTC qualifies as an “approved trustee” only when acting for a connected trust. A connected trust is one where the settlor of that trust is a connected person in relation to the settlor of at least one other trust, or where all trusts in a group of two or more trusts are connected to each other. A trust that does not meet this definition can only use a licensed trustee, and a PTC is not eligible to act for it.

This distinction shapes the entire structure of a PTC. Because the company is not soliciting business from the public, it is exempt from the full trustee licensing requirements under the International Corporate Service Providers (ICSP) Act. It is, however, subject to a formal authorisation process and a guidelines-driven compliance regime administered by the FSA.

The company name must end with the words “Private Trust Company” or the abbreviation “PTC”, and the memorandum of association must explicitly state that it is a private trust company. Its scope of business is strictly limited to connected trust services.

Advantages of using a PTC over a commercial trustee

The practical comparison for families is not between a PTC and a trust, but between using a PTC as trustee and appointing an independent commercial trustee. The two structures differ primarily in the degree of family involvement and governance flexibility.

Appointing family members or trusted advisers, such as lawyers or accountants, to the PTC’s board of directors gives the family a direct say in investment decisions and asset distributions. A commercial trustee operates under institutional procedures and owes duties to the trust independent of family preference.

Beyond control, a PTC offers several other structural advantages:

• A single PTC can act as trustee for multiple connected trusts within the same family structure, providing a unified governance layer across the family’s wealth.
• Because the board is family-driven, decisions can be made more quickly and with greater commercial flexibility, particularly useful where a trust holds operating businesses, concentrated investment portfolios or real estate.
• The governance framework is tailored to the family’s specific objectives, rather than being based on a commercial trustee’s standard procedures.
• A PTC operates with less external visibility than a fully licensed commercial trustee, which is subject to broader regulatory reporting requirements.

A commercial trustee is often more cost-effective for straightforward trust arrangements and provides stronger independent risk oversight. A PTC is more suited to families with complex assets who want a higher degree of control and a bespoke governance structure.

Setting up a Seychelles PTC

A PTC is incorporated as an International Business Company (IBC) and authorised by the FSA simultaneously. The proposed registered agent manages the process on behalf of the company.

Name reservation

The registered agent first reserves the proposed company name, which must end with “Private Trust Company” or “PTC”.

Application to the FSA

The registered agent then submits an authorisation package to the FSA. This includes:

• A formal letter requesting authorisation to provide connected trust services
• The name reservation certificate and IBC number confirmation
• The IBC incorporation application form and the required formal declaration
• At least three copies of the proposed memorandum and articles of association
• The names and addresses of the proposed members, directors and beneficial owners

The application fee is USD 1,000 and the incorporation fee is USD 130. If the FSA approves the application, it issues an approval letter, incorporates the company as a PTC, and issues a certificate of incorporation.

Converting an existing IBC

An existing IBC can convert to a PTC by reserving a new compliant name, amending its memorandum, submitting its registers, and paying the USD 1,000 application fee alongside a filing fee.

Ongoing compliance obligations

Seychelles operates a guidelines-driven regime for PTCs, which imposes formal obligations across auditing, reporting and record-keeping.

Annual fees and declarations

On or before the anniversary of its authorisation, the PTC files a compliance declaration with the FSA annually. It also pays an annual fee of USD 1,000 under the ICSP Act, in addition to the standard IBC annual fee of USD 140. Late payments attract a 10% penalty for each month the fee remains unpaid.

Audited accounts

A Seychelles PTC has its accounts audited annually by a qualified auditor in accordance with internationally accepted accounting standards. A copy of the audited accounts is furnished to the FSA within six months of the end of the PTC’s financial year. Because this audit requirement applies, the PTC is exempt from the financial summary otherwise required for IBCs under the International Business Companies (IBC) Act.

Record-keeping

The PTC maintains a robust administrative framework at its registered office in Seychelles. This includes copies of the trust deed and any documents varying the terms of the trust for every trust it manages, a detailed trust register, accurate accounting books and records reflecting the business carried out by the PTC, and a register of beneficial owners in compliance with the IBC Act and Beneficial Ownership Act.

Segregation of client funds

Any funds or assets held on behalf of a trust are clearly designated as client funds. Where those funds are held for more than 30 days, they are kept entirely separate from the PTC’s own funds in a designated client account, unless the client entity has provided written instructions otherwise. This rule does not apply to money paid to the PTC to cover its own fees or expenses.

Notifying the FSA of corporate changes

The FSA requires prior notice of any change to the ownership of a majority of the PTC’s issued shares, or any change in beneficial ownership. The appointment or departure of a director or manager also triggers a notification requirement, though notice of a departure may be given after the event.

Role of the registered agent

The registered agent is central to both the formation and the ongoing administration of a Seychelles PTC.

Licensing requirements

A PTC’s registered agent holds both an International Corporate Services (ICS) licence and a Trustee Services licence under the ICSP Act. Where a service provider holds these licences under two companies with the same ownership and management, the company holding the ICS licence may act as registered agent, provided the related company maintains a valid Trustee Services licence.

Formation and FSA authorisation

Only the proposed registered agent can apply to the Registrar to incorporate the PTC. The agent reserves the company name, files the incorporation application and submits the FSA authorisation package. The registered office of the PTC is the same address as the principal place of business of its registered agent in Seychelles.

A change of registered agent requires the outgoing agent to transfer all original certificates, registers, accounting records and minutes to the newly appointed agent within 30 days.

Ongoing filings and record preservation

Documents required to be filed with the Registrar are filed by the registered agent, and annual government fees are paid to the Registrar through the registered agent. The registered agent also preserves the company’s core records for at least seven years, even if the PTC is subsequently struck off, dissolved or continued outside Seychelles. Records include the register of members, register of directors, register of charges, accounting records, and declarations relating to nominee members.

Conclusion

A Seychelles PTC offers a practical way for families to manage connected trusts through a dedicated corporate structure that keeps governance decisions close to the family. The key consideration is scope: a PTC is authorised only for connected trusts, and its compliance obligations, while well-defined, require consistent attention to annual filings, audit requirements and client fund segregation rules.

Before proceeding, confirm that your trusts qualify as connected trusts under the Seychelles Trusts Act, 2021, and assess whether the governance advantages justify the setup and ongoing costs relative to appointing a commercial trustee. Where your family’s situation involves complex assets, multiple trusts or long-term legacy planning, the PTC structure is worth examining in detail with a qualified adviser.

How Acclime can help with setting up and managing a PTC in Seychelles

Acclime provides corporate and trust services across key offshore and onshore jurisdictions, supporting families and businesses with entity setup, registered agent services and ongoing compliance. From structuring advice through to FSA authorisation and annual filings, our team can assist with the practical steps involved in establishing and administering a Seychelles PTC. Contact us to discuss your requirements and get a clear recommended next step.