Overview of the Seychelles Securities Dealer License
The Seychelles Securities Dealer License (SDL) is issued by the Financial Services Authority (FSA) and authorizes firms to deal in securities, forex, CFDs, derivatives, and crypto-CFDs. Seychelles has emerged as one of the most popular offshore jurisdictions for broker licensing, offering a compelling combination of regulatory credibility, tax efficiency, and operational flexibility.
Under the Securities Act 2007 and its 2024 amendments, the FSA provides a well-defined licensing framework that balances robust investor protection with practical requirements for international financial services firms. The jurisdiction is particularly favored by forex and CFD brokers serving clients across Asia, Africa, and the Middle East.
With a 1.5% corporate tax rate on gross offshore income, 0% withholding tax on dividends and interest, and setup costs significantly lower than EU or UK alternatives, the Seychelles SDL offers an efficient path to regulated operations for firms seeking credible offshore authorization.
Regulatory Framework
The Seychelles financial services regulatory environment is governed by several key pieces of legislation and overseen by a dedicated regulator:
Financial Services Authority (FSA): The primary regulatory body responsible for licensing, supervision, and enforcement of securities market participants in Seychelles. The FSA is headquartered in Victoria, Mahe.
Securities Act, 2007 (Act 8 of 2007): The principal legislation governing securities dealing, replacing the earlier Securities Industry Act of 1995. This Act establishes the licensing categories, capital requirements, and conduct standards for all market participants.
Securities (Amendment) Act, 2024: Assented on December 13, 2024, and effective January 1, 2025, this amendment introduced significant changes including doubled capital requirements, a perpetual licensing model, enhanced local substance rules, and mandatory professional indemnity insurance.
Supporting Regulations (amended December 30, 2024):
- •Securities (Forms and Fees) Regulations
- •Securities (Conduct of Business) Regulations
- •Securities (Advertisement) Regulations
- •Securities (Financial Statements) Regulations
Anti-Money Laundering and Countering the Financing of Terrorism Regulations, 2020: Establishes AML/CFT compliance requirements for all licensed entities including KYC, suspicious transaction reporting, and institutional risk assessments.
License Types Under the Securities Act
The Seychelles Securities Act provides for several categories of licenses to cover different types of market participants:
Securities Dealer License (SDL)
The most commonly sought license, authorizing firms to trade and deal in securities as principal (own account / market maker) or as agent (on behalf of clients), as well as underwriting activities. This is the license required by forex brokers, CFD providers, and derivatives dealers.
Securities Dealer Representative License (SDRL)
An individual license required for persons acting on behalf of a licensed Securities Dealer. Every SDL holder must employ at least one licensed Securities Dealer Representative at all times.
Investment Adviser License
Available for both companies and individuals, this license authorizes providing investment advice, portfolio management services, securities analysis, and investment research. Minimum capital requirement is USD 25,000.
Other License Categories
- •Securities Facility License - for operating a securities facility
- •Clearing Agency License - for operating a clearing agency
- •Securities Exchange License - for operating a securities exchange
Capital Requirements
The Securities (Amendment) Act, 2024 significantly increased capital requirements effective January 1, 2025:
Securities Dealer License: Minimum issued and paid-up capital of USD 100,000 (doubled from the previous USD 50,000 threshold). Capital must be deposited in an approved regulated bank in Seychelles and maintained throughout the entire licensed period.
Investment Adviser License: Minimum issued and paid-up capital of USD 25,000.
The FSA reserves the right to impose higher capital thresholds based on a firm's risk profile and intended business activities. In practice, firms with complex operations or higher trading volumes may be required to hold USD 250,000 or more at the FSA's discretion.
All capital must be sourced from verifiable, legitimate funds, and applicants must provide bank statements demonstrating the origin and availability of the required capital.
Application Process and Timeline
The SDL application process can be conducted remotely through authorized service providers. The typical steps and timeline are as follows:
Step-by-Step Process
- •Step 1: Choose a compliant company name and incorporate a Special Licensed Company (CSL) in Seychelles
- •Step 2: Prepare all application documents including a comprehensive business plan, AML/CFT policies, compliance framework, and risk management documentation
- •Step 3: Submit the SDL Application Form to the FSA CEO together with the application fee and all supporting documents
- •Step 4: FSA conducts a preliminary review and may request additional information
- •Step 5: Full substantive evaluation including due diligence on shareholders, directors, and beneficial owners
- •Step 6: Approval and license issuance
- •Step 7: Open a bank account and deposit the minimum paid-up capital
- •Step 8: Appoint an auditor within 30 days of becoming licensed and begin compliance obligations
Expected Timeline
- •Optimistic (well-prepared application): Approximately 3 months
- •Typical processing time: 4 to 6 months
- •Extended (complex applications): 8 to 12 months when factoring in due diligence delays and banking timelines
The primary factors affecting timeline include application completeness, documentation quality, speed of response to FSA queries, and the complexity of the proposed business activities.
Required Documentation
- •Certified passport copies for all shareholders, directors, and beneficial owners
- •Current CVs and certified educational qualifications
- •Two professional reference letters per person
- •Bank reference letter and proof of source of paid-up capital
- •Police character reference (less than 3 months old)
- •Recent tax compliance certificate
- •Business plan with financial forecasts and risk analysis
- •AML/CFT policies and internal control frameworks
- •Risk management and business continuity documentation
- •Proof of physical office premises (title deed or lease agreement)
- •Professional indemnity insurance quotation
- •Audited financial statements for the past 2 years (if applicable)
Fees
The Securities (Forms and Fees) (Amendment) Regulations effective January 1, 2025 introduced a revised fee structure:
Securities Dealer License:
- •Application / Initial License Fee: USD 6,000
- •Annual Renewal Fee: USD 6,000
Securities Dealer Representative License:
- •Annual Fee: USD 750
Other License Fees:
- •Investment Adviser (Company or Individual): USD 5,000 per year
- •Securities Facility: USD 8,000 per year
- •Clearing Agency: USD 8,000 per year
- •Securities Exchange: USD 10,000 per year
Company Formation Costs:
- •Company incorporation: approximately USD 3,500
- •Annual company renewal: approximately USD 1,210
Annual license fees are due by January 31 each year. Application fees are non-refundable. New licenses issued after Q1 follow a quarterly pro rata fee structure. Additional fees apply for domain name registrations, trade name applications, and structural changes to licensed entities.
Permitted Activities
The Securities Dealer License authorizes a broad range of financial services activities:
Core Dealing Activities:
- •Buying, selling, subscribing for, and underwriting securities
- •Trading as principal (market maker / own account) or as agent (on behalf of clients)
- •Managing investment portfolios on behalf of clients
- •Securities investment counseling, analysis, and research
Permitted Instrument Types:
- •Forex (foreign exchange)
- •CFDs (Contracts for Difference) on forex, commodities, indices, equities, and cryptocurrencies
- •Futures, options, and forwards
- •Swaps on stocks, bonds, metals, commodities, and currencies
- •Shares and equities
- •Bonds, debentures, and loan stock
- •Warrants
- •Derivatives generally
Important Note: Spot cryptocurrency trading is generally not covered under the SDL. However, CFDs on cryptocurrencies (crypto-CFDs) are explicitly permitted, making this license popular among brokers offering crypto derivative products.
Ongoing Compliance Obligations
Licensed Securities Dealers must maintain continuous compliance with FSA requirements:
Annual Filing Requirements:
- •Annual license renewal with payment of renewal fees by January 31
- •Annual AML/CFT Compliance Form submitted within 90 days after each calendar year-end, accompanied by an institutional risk assessment
- •Audited financial statements filed annually with the FSA
- •Annual returns filed with the Seychelles International Business Authority (SIBA) within 90 days of the financial year-end
Operational Requirements:
- •Maintain minimum paid-up capital of USD 100,000 at all times
- •Maintain valid professional indemnity insurance continuously
- •Employ at least one licensed Securities Dealer Representative
- •Maintain at least 2 full-time resident personnel in Seychelles
- •Operate from a physical registered office in Seychelles with proper IT systems, information security, backup solutions, and incident response procedures
AML/CFT Obligations:
- •Ongoing customer due diligence and KYC procedures
- •Suspicious transaction reporting
- •Internal controls and staff training programs
- •Proper record-keeping subject to FSA inspection
Advertising Compliance:
- •Mandatory risk warnings in all securities advertisements (2024 amendment)
- •Notification to FSA of client jurisdictions served
Non-compliance may result in suspension, financial penalties, or license revocation.
Advantages of Seychelles Licensing
The Seychelles SDL offers several compelling advantages for international financial services firms:
Tax Efficiency:
- •1.5% corporate tax on gross offshore income
- •0% withholding tax on dividends and interest
- •Access to Seychelles' network of double taxation agreements for further tax optimization
Cost-Effective Setup:
- •Total setup costs in the range of USD 100,000-150,000, significantly lower than FCA (UK), CySEC (EU), or ASIC (Australia) licensing
- •Lower ongoing operational costs compared to major jurisdictions
Operational Flexibility:
- •Fewer regulatory restrictions compared to EU MiFID II or UK FCA regimes
- •Broad product range covering forex, CFDs, derivatives, and crypto-CFDs
- •Remote application process through authorized service providers
Perpetual Licensing (2024 Amendment):
- •Licenses are now valid indefinitely provided annual fees and compliance filings are maintained, removing the need for periodic re-application
Privacy and Confidentiality:
- •Beneficial owners and shareholders are not part of the public record
Strategic Location:
- •Facilitates transactions across multiple time zones
- •Gateway to African, Middle Eastern, and Asian markets
- •Faster processing at 3-6 months versus 12+ months in major jurisdictions
Recent Regulatory Changes (2024-2025)
The Securities (Amendment) Act, 2024, effective January 1, 2025, introduced the most significant regulatory overhaul in the history of Seychelles securities licensing. Key changes announced via FSA Circular No. 1 of 2025 include:
Capital and Fees:
- •Minimum paid-up capital doubled from USD 50,000 to USD 100,000
- •Annual SDL license fees doubled from USD 3,000 to USD 6,000
Licensing Model:
- •Transition to a perpetual licensing model where licenses no longer have a fixed expiry date, contingent on annual fee payment and compliance filing by January 31
Enhanced Requirements:
- •Minimum 2 full-time resident personnel required in Seychelles (strengthened from previous less stringent rules)
- •Mandatory professional indemnity insurance for all SDL holders (new requirement)
- •Tightened IT and infrastructure requirements including proper information security, backup solutions, and incident response procedures
- •Mandatory risk warnings in all securities advertisements
Transition Period:
- •Existing licensees have until June 30, 2026 to comply with all new regulations (excluding fee and perpetual licensing changes, which took effect immediately)
- •New applicants must meet all updated requirements immediately with no transition period
These amendments signal the FSA's intent to enhance the credibility and substance of Seychelles-licensed firms while maintaining the jurisdiction's competitive advantages for international financial services businesses.