Offshore Structures from India: Seychelles, BVI, Panama

This article is the India overlay on those three registers: Liberalised Remittance Scheme versus FEMA Overseas Direct Investment, CRS into the Central Board of Direct Taxes, the EU list of 17 February 2026, bank KYC, and apostille versus UAE Ministry of Foreign Affairs attestation if the special-purpose vehicle will sit next to a Dubai operating company. A UAE mainland or free zone licence is a different product. Cayman is not a column here.

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What an Indian founder is buying with these three registers

You are buying a legal person on a foreign companies register, filed by a licensed registered agent, so the vehicle can hold shares or ring-fence one asset. Licensing and company formation treats the offshore company as one line in a group map, next to UAE mainland and free zone companies. It is not a substitute for a licence to operate in a regulated market.

The India overlay is the part mills skip. A resident individual who funds the company sits inside the Reserve Bank of India's Liberalised Remittance Scheme of USD 250,000 per financial year, and, if that person takes control of an unlisted foreign entity, inside the Overseas Investment Rules as well. An Indian company that funds a wholly owned subsidiary is inside those Rules from the first rupee, and outside LRS. CRS will move the bank account back to CBDT. Beneficial-ownership files will name you to competent authorities. Place of effective management under section 6(3) of the Income-tax Act can make the foreign company an Indian tax resident if the board sits in Mumbai.

Seychelles left the EU's Annex II on 17 February 2026 and remains the cheap IBC. The BVI is the institutional holdco with a 15-day director clock. Panama is on Annex I of the same EU list, a bank-file fact. This page is the India overlay on those three registers, not a formation walkthrough for every international finance centre.

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LRS or ODI: which door the money uses

Resident individuals and Indian companies leave India through different doors. The Reserve Bank of India lets a resident individual remit up to USD 250,000 per financial year (April to March) under the Liberalised Remittance Scheme for current and capital account uses. The Scheme excludes companies, partnership firms, HUFs, and trusts. An Indian company that wants to own a Seychelles IBC, a BVI Business Company, or a Panama sociedad anonima files under the Foreign Exchange Management (Overseas Investment) Rules, 2022, through an Authorised Dealer Category-I bank. A Pvt Ltd cannot wire under LRS. An individual taking control of an unlisted foreign company is doing ODI inside the LRS ceiling.

Resident individuals: LRS ceiling, TCS, and ODI on top

The RBI's LRS FAQ, last updated 6 April 2023 and the live public statement of the ceiling on 18 August 2026, puts the limit at USD 250,000 per financial year for permitted current or capital account transactions, or a mix of both. PAN is mandatory. You designate one AD branch for capital-account remittances. Form A2 carries the purpose code. Clubbing for capital-account uses is barred unless the relatives are co-owners. Once you have used the ceiling, you cannot send another LRS remittance that year even if proceeds have come back.

LRS is the FX door. Overseas Direct Investment is the substance of the purchase when you take equity with control in an unlisted foreign entity. The OI Directions of 22 August 2022 (A.P. DIR Circular No. 12 / RBI/2022-2023/110) give resident individuals a separate paragraph. Form FC and the annual performance report sit on top of Form A2. The OI Rules also limit round-tripping: a person resident in India may invest in a foreign entity that invests into India, directly or indirectly, up to two layers of subsidiaries, without prior RBI approval. A third layer, or a structure that is not a bona fide business activity, leaves the automatic route.

Tax collected at source is cash flow, not a second income tax. For FY 2026-27, authorised dealers collect TCS on LRS remittances for "other purposes", the bucket that includes overseas investment, at 20 percent on the amount above INR 10 lakh. Education and medical remittances sit at 2 percent above the same threshold. TCS appears in Form 26AS and is creditable when you file. Confirm the live CBDT table with the AD bank before you wire.

Indian companies: FEMA ODI, 400 percent of net worth, two layers

An Indian entity's financial commitment under the automatic route is capped at 400 percent of net worth on the last audited balance sheet. Equity, debt, and guarantees all count. The AD bank processes Form FC and allots a unique identification number. Prior RBI approval applies when the commitment exceeds that cap, when the sector or host country is restricted, or when an investigative-agency no-objection is missing. Late reporting attracts a late submission fee under the OI Directions (INR 7,500 for periodical returns such as the annual performance report).

The two-layer rule is the round-trip gate. The 2022 Rules permit an Indian person to own a foreign entity that owns, or later acquires, an Indian company, provided the chain does not exceed two layers of subsidiaries. A BVI holdco over a Dubai OpCo over an Indian operating company is a chain you draw on one page for the AD bank. Financial-services ODI has extra profitability and regulator conditions; this article is not that licence map.

Accounting and tax for international structures starts with this fork: who is remitting, under which instrument, and where the board will sit.

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Seychelles, BVI, Panama: the India overlay

Government fees are the registrar or FSA line only. Agent, legalisation, TCS float, and bank onboarding sit on top. Panama's balboa is at par with the US dollar. Figures are current as of 18 August 2026. Confirm every tariff on the live registrar before you pay. Each jurisdiction below uses the same fact order.

Seychelles IBC

Law / registrar: IBC Act 2016 (as amended); FSA. File only through a licensed ICSP. Government formation fee: US$130 (FSA PDF, non-PCC IBC). Confirm live; agents often quote ~US$150. Annual government line: US$140 (FSA, same PDF). Other official lines: ICSP / registered office (indicative market range, not a Medici quote). BO to FIU, not a public browse. Formation clock (typical): 1-3 business days, clean ICSP file. EU list (situation on 17 February 2026): off Annex I and Annex II (left Annex II in this update). Next Council revision: October 2026. CRS: participating. Jersey list of 17 February 2026 names Seychelles. Account of an Indian tax resident is reportable to CBDT. India overlay: individual LRS USD 250,000 + ODI if you take control. Company: ODI, 400% of net worth, two-layer cap if the IBC owns anything in India. Entity-level tax: territorial. Seychelles-source 15% then 25%. Standalone IBC foreign income: territorial. Covered MNE + foreign passive income: Schedule 11 substance or the income is treated as Seychelles-source. Who it fits: cost-sensitive holding or contracting where counterparties already accept an IBC, and the Indian file is a clean LRS or ODI remittance. Common fail: mill "from USD 99" that omits the FSA line; treating the IBC as a way to skip Schedule FA; running the board from Mumbai and ignoring POEM.

BVI Business Company

Law / registrar: BVI Business Companies Act; Registrar / FSC. File only through the first registered agent. Government formation fee: US$550 (authorised to issue <=50,000 shares) or US$1,350 (>50,000). Schedule 1 (No. 2) Order, 2022. Annual government line: US$550 or US$1,350, same bands as incorporation. Due 31 May or 30 Nov by incorporation half-year (confirm live calendar; dollar amounts in the Rev 9/07 guide are stale). Other official lines: BO filing US$125 (2024 Order SI 57). LIA US$75 from 1 April 2026, 25%+. First-year all-in ~US$1,500-US$3,500 before apostilles and banking (indicative market range, not a Medici quote; not an FSC tariff). Formation clock: clean ordinary share company within one working day of Registry receipt. First director 15 days after incorporation (BCA s.113(1) as amended 2024; SI 75 of 2024 in force 2 January 2025). Guide "6 months" is stale. EU list: Annex II (commitments monitored). CRS: participating. Jersey list names BVI. India overlay: same LRS/ODI fork. Counterparties and AD banks recognise the BC as a holdco. Annex II is a due-diligence flag, not a prohibition. Entity-level tax: income tax rate 0% on companies since 2005. Payroll tax if you employ in the Territory. Annual government fee is the take on a BC. Who it fits: holding and deal SPVs that need English-based company law and a registrar banks have seen. Indian company ODI into a WOS is the usual fit. Common fail: stale "6 months to appoint a director"; quoting US$350 / US$1,100 from the Rev 9/07 guide; missing the 15-day clock and the US$125 BO filing.

Panama S.A. (Law 32 of 1927)

Law / registrar: Law 32; Public Registry. Panamanian lawyer as resident agent. Government formation: tasa unica B/.300 plus Public Registry and notary (confirm live inscription tariff; do not treat B/.300 as the whole bill). Annual: tasa unica B/.300. First-semester companies: 15 July. Second-semester: 15 January. Three unpaid years: functions suspended + B/.1,000 rehabilitation. Other official lines: RUBF BO file under Law 129, private. Public Registry extract shows directors and the resident agent. Formation clock (typical): 5-15 business days (notary + Public Registry). EU list: Annex I (one of ten non-cooperative jurisdictions). Next revision: October 2026. CRS: participating. Annex I is a separate overlay on top of CRS. India overlay: same LRS/ODI fork. Annex I is the line EU banks and many PSPs will write into the onboarding memo. Do not sell Panama as secrecy. Entity-level tax: territorial. 25% on Panama-source. Tasa unica is a franchise tax. A tax-residence certificate needs local management. Who it fits: regional holding or a LatAm contract party where the Indian founder accepts Annex I on every bank form. Not a privacy product. Common fail: selling bearer-share folklore or "Panama secrecy"; ignoring Annex I on the bank file; three missed tasa unica years.

A mill package at USD 99 cannot be the Seychelles government line. The FSA charges US$130 to register a non-PCC IBC. BVI pages that print US$350 / US$1,100 quote the pre-2023 Schedule 1. The Order on the FSC site substituted 550 / 1,350. Panama pages that lead with privacy are writing past 17 February 2026.

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How CRS, beneficial ownership, and Indian tax meet the certificate

CRS is not a differentiator among these three. The OECD Global Forum's 2025 AEOI Update assessed 118 jurisdictions; 114 (97 percent) had legal frameworks "In Place" or "In Place But Needs Improvement." The Government of Jersey's participating-jurisdiction list, updated 17 February 2026, includes the British Virgin Islands, Cayman Islands, Seychelles, and the United Arab Emirates. Panama participates as well. A reporting financial institution in any of those places will send the account of an Indian tax resident to CBDT.

Beneficial ownership is the other half of that file. Seychelles IBCs keep a BO register at the registered office; the resident agent lodges the data in the FIU database under the Beneficial Ownership Act (Cap. 251B). Competent authorities can read it. The public cannot. BVI companies file BO with the Registrar through VIRRGIN. That duty moved off BOSS on 2 January 2025. From 1 April 2026 a person who shows a legitimate interest can inspect owners at or above 25 percent and pays US$75 per request. Panama's RUBF under Law 129 of 17 March 2020 sits with the Superintendence of Non-Financial Subjects. The Public Registry extract is a different product: articles, directors, and the resident agent appear there.

Indian tax does not wait for those foreign files. Section 6(3) of the Income-tax Act treats a company as resident in India if it is an Indian company or if its place of effective management is in India. CBDT Circular 6 of 2017 supplies the POEM working test: where key management and commercial decisions are in substance made. A Seychelles IBC whose only directors meet in Andheri has an Indian POEM problem. Schedule FA of the return discloses foreign assets. The Black Money Act, 2015 attaches to a foreign company you did not report. Compliance and risk work on this overlay is the KYC pack the AD bank and the registered agent will both demand.

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What a Seychelles IBC does for an Indian founder

The product is an IBC under the International Business Companies Act 2016, consolidated on the FSA legislation library to 11 July 2025, plus 2024 and 2025 amendment Acts. You cannot file it yourself. FSA FAQs require you to approach a licensed International Corporate Service Provider; that firm liaises with the Authority.

The government line, from the FSA Licensing and Registration Fees PDF dated 28 February 2020 and still hosted on fsaseychelles.sc, is US$130 to register a non-PCC IBC and US$140 each year. Confirm live. Agents often quote around US$150 for the registrar slice. Pages that print US$100 are quoting a pre-April 2020 tariff. The ICSP fee, registered office, and apostille sit on top. Formation for a clean file is a one-to-three-business-day market range.

Seychelles left Annex II of the EU list in the 17 February 2026 update. Correspondent banks will still ask for an operating story and a clean UBO file. Economic substance is narrower than the BVI test. The Business Tax (Amendment) Act 2020, in force 15 September 2021, overlays Schedule 11 on covered companies in a multinational group with foreign-source passive income. A standalone IBC that is not in an MNE group keeps territorial treatment for foreign income. Pages that print "Seychelles IBC = 0% forever" quote the pre-2021 statute. Seychelles-source income is taxed at 15 percent then 25 percent.

Seychelles fits a cost-sensitive holdco or contracting vehicle where counterparties already know the IBC form, the LRS or ODI remittance is clean, and you can live with a harder banking conversation than a BVI BC. It fails when the plan is to skip Schedule FA, to run the board from India and deny Indian tax residence, or to buy a USD 99 mill pack that never paid the FSA.

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What a BVI Business Company does for an Indian founder

Indian companies use this vehicle when the holdco has to be recognised in a share purchase or a bank credit paper. Only a licensed registered agent may file. The FSC incorporating guide states that the Registrar must refuse any other applicant, and that an ordinary share company with clean papers is in within one working day of Registry receipt. That clock is the Registry's receipt, not your KYC.

The government line is in the BVI section above: Schedule 1 (No. 2) Order, 2022 at US$550 or US$1,350, plus US$125 for the 2024 BO filing. First-year all-in in the market, agent included, lands around US$1,500 to US$3,500 before apostilles and banking. That range is an indicative market range, not a Medici quote, and not an FSC tariff. The director clock is the line mills get wrong. Section 113(1) of the BCA, as substituted by the Business Companies (Amendment) Act 2024 and brought into force on 2 January 2025 by SI 75 of 2024, requires the first registered agent to appoint one or more first directors within 15 days after incorporation. The FSC guide, Rev 9/07, prints six months and US$350 / US$1,100. Both passages are stale. Economic substance declarations moved to VIRRGIN on 2 January 2026. Legitimate-interest BO access went live on 1 April 2026 at US$75, with disclosure at 25 percent and above. The EU list of 17 February 2026 keeps the BVI on Annex II.

For an Indian company, ODI into a BVI WOS is the usual fit. For a resident individual, the same company consumes LRS and, if you take control, ODI reporting. The fail is a stale fee quote, a missed 15-day director appointment, or a belief that VIRRGIN and LIA have restored 2010 privacy.

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Panama on Annex I: what it does to an Indian founder's bank file

Panama remains a lawful companies jurisdiction. Law 32 of 1927 produces a sociedad anonima with a Panamanian lawyer as resident agent and three directors, who may be non-resident. The DGI's tasa unica FAQ, opened on 18 August 2026, charges sociedades B/.300 a year, due 15 July or 15 January by half-year of inscription. Three unpaid years suspend corporate functions and add a B/.1,000 rehabilitation fine. Public Registry and notary fees sit on top; confirm the live tariff. CRS reports the account. The RUBF names the owners. The overlay that matters for an Indian founder is the EU list of 17 February 2026: Panama sits on Annex I.

What Annex I changes in onboarding

An EU bank, an EU payment institution, and a growing list of non-EU correspondents will treat a Panama S.A. as a high-risk customer because of that listing. Annex I is the EU list of non-cooperative jurisdictions for tax purposes; Annex II is the watchlist. Seychelles left Annex II on 17 February 2026. The BVI stayed on Annex II. Panama is one of ten names on Annex I. The next Council revision is October 2026. Enhanced due diligence and longer credit-committee clocks follow. Some institutions will decline the company at screening. Price that fact before you pay the notary. CBDT will see the account through CRS, Schedule FA, and the AD bank's LRS or ODI file.

Ksenia Babochkina, Commercial Director at Medici Expert, puts the order of work in the sentence the licensing page already uses: "We map jurisdiction options against banking access first, because a license without a working bank account is just a certificate on a wall." Substitute "Panama S.A." for "license" and the sentence holds. If the only bank that will look at the company is a small regional house, write that constraint into the India overlay before the Public Registry filing.

Who still has a reason to use Law 32

A founder with a Latin American contract party, a regional-holding story, and an AD bank that has already underwritten Panama files can have a reason to use the S.A. The Indian overlay does not change: LRS or ODI, two-layer cap if anything points back at India, TCS on the remittance, Schedule FA, POEM if the board sits in India. Annex I belongs on page one of the bank pack.

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Apostille into the UAE when a Dubai OpCo sits next to the SPV

Indian public documents and foreign corporate documents travel on different rails. India is a Contracting Party to the Hague Convention of 5 October 1961 Abolishing the Requirement of Legalisation for Foreign Public Documents. The Convention entered into force for India on 14 July 2005. The HCCH status table, last updated 30 June 2026, counts 130 Contracting Parties. An Indian board resolution or power of attorney used in Seychelles, the BVI, or Panama, as between parties to the Convention, takes an MEA apostille. The UAE is not a Contracting Party. An apostille does not finish the job when the paper has to enter the Emirates.

Papers that stay inside Hague parties

Seychelles, the BVI (as a territory to which the United Kingdom has extended the Convention), and Panama are in the apostille system for documents used in other Contracting Parties. An Indian MEA apostille on a power of attorney is the right stamp for a Seychelles ICSP or a BVI registered agent.

Papers that have to enter the UAE

A Dubai free zone or mainland company that must show its offshore shareholder, or a UAE bank that asks for legalised corporate documents of the BVI parent, pulls the SPV papers into a non-Hague destination. The certificate of incorporation, register of directors, and certificate of good standing go through notary in the place of issue, the foreign ministry, a UAE embassy or consulate, then UAE Ministry of Foreign Affairs (MOFAIC) attestation. Budget that chain; it sits outside every government incorporation tariff in the jurisdictions above. Build two to six extra weeks into the group timeline. The operating licence in the Emirates remains a separate product: it lets you trade in or from the UAE, sponsor residence visas, and sit under Federal Decree-Law No. 47 of 2022. The SPV does not replace that licence, and the licence does not replace the FEMA file that funded the SPV.

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Who each column fits, and the documentation that fails

Seychelles fits the Indian founder who needs a light international vehicle and accepts that correspondent banks will ask more questions than they ask of a BVI BC. The BVI fits the Indian company doing ODI into a holdco counterparties already know, and that can hit a 15-day director appointment and a VIRRGIN BO file. Panama fits a regional story that can survive Annex I on every onboarding form. None of the three fits a plan to hide assets from CBDT.

Nataly Medici, Managing Partner and CEO, states the documentation point the licensing page already uses: "We tell clients early: a license rejected for sloppy documentation is harder to recover from than one that was never filed." An LRS remittance with a vague purpose code, an ODI Form FC that does not match the memorandum, a BO file that names a nominee the bank cannot verify, and apostilles pointed at the UAE instead of a MOFAIC chain, are the sloppy pack in this overlay.

Market clocks on the Medici licensing page describe offshore formation, for a clean registry filing, as a matter of days, and the licence-and-banking cycle as two to four months. Neither figure is a promise. Incomplete KYC, a name clash, or an Annex I hit will stretch both.

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FAQ

Can an Indian resident legally own a Seychelles, BVI, or Panama company?

Yes, if the money leaves India under LRS (individuals, USD 250,000 per financial year) or under FEMA ODI, the foreign company is disclosed where Indian tax law requires it, and the registered agent's KYC is complete. Legality is the FEMA file plus the tax file.

Does LRS of USD 250,000 cover an Indian company's offshore subsidiary?

No. The RBI LRS FAQ states that the Scheme is not available to corporates, partnership firms, HUFs, or trusts. An Indian company uses the Overseas Investment Rules, 2022, through an AD Category-I bank, with financial commitment under the automatic route capped at 400 percent of net worth.

Will CBDT find out about the overseas bank account?

A reporting financial institution in Seychelles, the BVI, or Panama will report an account held by an Indian tax resident under CRS. India participates. Schedule FA of the ITR is the self-disclosure of foreign assets.

What does Panama's place on the EU Annex I list mean for my bank application?

On 17 February 2026 Panama is one of ten jurisdictions on Annex I of the EU list of non-cooperative jurisdictions for tax purposes. EU banks and many payment firms will apply enhanced due diligence or decline the company. CRS still reports the account to CBDT.

Do I apostille BVI or Seychelles papers for a Dubai company?

The UAE is not a party to the HCCH Apostille Convention (status table 30 June 2026, 130 parties). Papers that must enter the Emirates go through consular legalisation and MOFAIC attestation. An MEA apostille is the right stamp when Indian public documents go to another Contracting Party.

Does a foreign company run from Mumbai stay non-resident for Indian tax?

Section 6(3) of the Income-tax Act can treat the company as Indian-resident if its place of effective management is in India. Directors who take the commercial decisions in India create that risk. Host-country territorial or nil rates do not override POEM.