Seychelles Securities Dealer License & Forex License – The Complete 2026 Guide

By Zitadelle AG | Regulatory Licensing Specialists

Last updated: March 2026 | Incorporating Securities (Amendment) Act 2024, FSA Circular No. 3 of 2025, and the FSA Code of Corporate Governance (effective 1 January 2026)

Seychelles has become one of the most established offshore jurisdictions for regulated financial services companies. Whether you're forming a Seychelles broker company, applying for a Seychelles Forex License, or launching a CFD and multi-asset trading platform, understanding the full regulatory picture under the Financial Services Authority (FSA Seychelles) matters a great deal before you begin.

What changed in 2024 and 2025, though, is significant — and most guides haven't caught up. The Securities (Amendment) Act 2024, new conduct of business regulations, a landmark circular on crypto CFDs, and an entirely new Code of Corporate Governance have reshaped what it actually takes to get licensed and stay compliant in Seychelles. This guide covers all of it.

What Is the Seychelles Securities Dealer License?

The Seychelles Securities Dealer License (SDL) is issued by the FSA under the Securities Act 2007. It's the main authorization for any entity wanting to operate a Seychelles broker company — whether in forex, CFDs, equities, derivatives, or crypto CFDs. In the industry, people often call it a "Seychelles Forex License," though that's just shorthand for the same thing.

The license covers three categories:

For most forex and CFD brokers, the Securities Dealer category is the one that matters.

Why Seychelles in 2026? The Strategic Case

As of early 2026, over 190 licensed Securities Dealers operate under FSA Seychelles regulation. The FSA has matured considerably — tightening standards while maintaining the operational flexibility that made Seychelles attractive in the first place. The 2024 amendments are part of that maturation process.

Key advantages of the Seychelles Securities License:

• USD 100,000 minimum capital — substantially lower than MiFID II, FCA, or ASIC equivalents

• 3% corporate tax rate — one of the most efficient offshore regimes available

• 100% foreign ownership — no Seychellois shareholder requirement

• Broad product scope — forex, equities, CFDs, derivatives, and crypto CFDs all under one license

• Perpetual licensing — since January 2025, licenses no longer expire annually; they remain valid unless suspended, revoked, or surrendered

• Confidentiality — UBOs and shareholders are not on the public FSA register

• Crypto-CFD clarity — FSA Circular No. 3 of 2025 confirmed that CFDs on virtual assets are permissible under the Securities Act without a separate VASP license

That last point is worth pausing on. There's been genuine confusion in the market about whether crypto CFDs require dual licensing. The FSA resolved it definitively in February 2025 — more on that below.

2024–2025 Regulatory Changes: What Actually Changed

This is where most guides fall short. The Securities (Amendment) Act 2024 and accompanying regulations introduced several changes that affect both new applicants and existing licensees. Here's what you need to know.

Residency Requirement for Directors

Previously, having two natural persons employed as directors was sufficient. The 2024 amendments tightened this: at least one of the two directors must now be a resident person employed on a full-time basis. A "resident person" is defined as someone who resides and is domiciled in Seychelles, or who is physically present in Seychelles for 183 days or more in any 12-month period.

The director does not need to be Seychellois — a foreign national on a valid Gainful Occupation Permit (GOP) qualifies.

Additionally, under the updated Standards of Conduct (Section 64), licensees must maintain at least two fit and proper persons in Seychelles at all times — these can be directors, compliance officers, or managerial staff.

Existing licensees have until 30 June 2026 to comply with the 2024 amendments.

Perpetual Licensing Regime

The annual one-year license cycle has been replaced. Licenses are now valid indefinitely unless suspended, revoked, or surrendered. The annual fee (USD 6,000 for Securities Dealers, USD 750 for Securities Dealer Representatives) is still payable, and must be submitted together with a signed License Renewal Compliance Certificate by 31 January each year.

Capital Requirements Increased

Minimum issued and paid-up capital for Securities Dealers increased from USD 50,000 to USD 100,000. This capital must be held in a bank account at a bank licensed under the Financial Institutions Act 2004, or in a jurisdiction recognized and approved by the FSA. It must be maintained at all times — not just at the point of application.

Ownership and Name Changes Now Require Fees

Any issuance, transfer, or disposal of shares requires prior FSA approval, accompanied by an application fee of USD 500. Trade name and domain name changes also require written FSA approval (USD 500 per application, USD 1,000 annual fee per additional name/domain). The first domain and trade name remain free.

Target Market Declarations

Under new Regulation 34, licensees must notify the FSA of the countries in which they offer or intend to offer services, and provide a Board declaration confirming their intention to comply with the applicable laws of each jurisdiction. Written evidence of permission to solicit or onboard clients in each target country is required — either at application stage or post-licensing.

Client Classification

The 2024 conduct regulations now formally require licensees to classify all clients as either retail clients or professional clients, using defined criteria. Retail clients wishing to deal in "restricted speculative investments" (leveraged CFDs, rolling spot forex contracts, and similar instruments) must complete an appropriateness assessment before being onboarded. Records of this assessment must be kept for at least 7 years.

Outsourcing Rules

New regulations distinguish between "support functions" and "core functions." Support functions can be outsourced to third parties with 14 days' prior written notice to the FSA. Core functions — those whose failure would materially disrupt the licensee's operations — can only be outsourced to affiliated entities, with FSA approval sought no later than 30 days before engaging the provider.

Complaints Handling

Licensees must now employ a resident person (which can be the compliance officer) to handle client complaints. Complaint records must include specific details: a copy of the client's ID, email address, country of residence, account opening date, complaint reference number, complaint date, nature of the complaint, and current status in the complaints process.

Enhanced Record Keeping

Records must now be maintained for at least 7 years at the licensee's principal place of business. The list of required records has been expanded to include visual, spoken, and written correspondence with clients (regardless of the communication method), as well as outsourcing agreements and constitutional documents pertaining to outsourced service providers.

Risk Warnings in Advertising

Updated advertisement regulations require that risk warnings explicitly cover: price fluctuation risks, the likelihood of losses exceeding profits, the possibility of unlimited losses exceeding the deposited amount, and a statement that CFDs are complex instruments requiring knowledge and understanding. On websites and mobile applications, these warnings must be fixed and visible at the top of the screen regardless of scrolling direction, and must appear on every linked webpage.

Fit and Proper Changes Require Prior Approval

Under new Sections 124A and 124B, any change to a person in a "key position" or "significant role" requires prior FSA approval, accompanied by a USD 500 fee. Making such changes without approval exposes the licensee to penalties of USD 5,000 per day. This does not apply to SDR changes.

Crypto CFDs and the Seychelles Forex License: FSA Circular No. 3 of 2025

In February 2025, the FSA issued a significant circular addressing CFDs where the underlying asset is a virtual asset (cryptocurrency). The position is clear:

• CFDs on cryptocurrencies do not require a VASP license

• The activity is governed by the Securities Act, not the Virtual Asset Service Providers Act

• The reasoning: CFDs don't involve actual purchase or transfer of the virtual asset. The trader speculates on price movements without owning the asset, no blockchain involvement occurs, and there's no physical delivery

The FSA noted that 105 out of 187 approved CFD brokers (56% of the Securities Dealer population) were already offering crypto CFDs as of December 2024, which gave clarity to an already widespread practice.

That said, the FSA's expectations are clear. Brokers offering crypto CFDs must:

• Conduct thorough suitability assessments for clients, classifying them as retail or professional

• Provide prominent risk disclosures in all marketing materials, clearly highlighting the heightened volatility of crypto-underlying CFDs

• Ensure marketing is not actively targeted at retail clients who may not be suitable

• Be able to demonstrate to the FSA on request that any client trading crypto CFDs was assessed as suitably qualified to do so

This is one of the more commercially significant regulatory clarifications in the offshore brokerage space in recent years. It makes Seychelles genuinely competitive for hybrid forex-crypto broker models without the cost and complexity of a dual-license structure.

The New Code of Corporate Governance (Effective 1 January 2026)

Something competitors haven't written about yet: the FSA's Code of Corporate Governance, issued in May 2025 with an effective date of 1 January 2026, now applies to all Securities Act licensees (except Securities Dealer Representatives and Investment Advisor representatives).

This is a binding code — failure to comply constitutes an offence under section 33(5) of the FSA Act. It operates on an "apply or explain an alternative" basis, recognizing that smaller and simpler structures may need flexibility.

The nine governance principles and key operational requirements include:

Board Meetings: The board must meet at minimum twice per calendar year. All new directors require a formal induction covering the company's purpose, business model, regulatory environment, and legal duties.

Committee Structure: Boards should establish committees for audit, risk, finance, and remuneration. Where committees are not established, the board must disclose why and explain how it discharges those functions independently.

Risk Management: The board must conduct an annual assessment of key risks (probability, impact, and mitigating actions) and submit this to the FSA as part of the Institutional Risk Assessment. Business continuity and contingency plans must be in place and reviewed at least annually.

Remuneration Committee: Where established, it must determine remuneration policy, design incentive schemes, and maintain communication with shareholders on remuneration matters. Where no committee exists, the licensee must report significant remuneration changes directly to the FSA.

Internal and External Audit: Licensees should have a dedicated internal audit function. If not, they must disclose this to the regulator and explain how adequate assurance is provided. External auditors must report directly to an independent audit committee or, in its absence, to the board.

Conflict of Interest: Companies must conduct regular audits of conflict management practices, introduce clear disclosures of potential conflicts (including those affecting clients), and undertake ongoing training on conflict of interest obligations.

Annual Disclosure Form: A disclosure form (Annex 1 of the Code) must be submitted to the FSA by 31 December each year, covering compliance with governance requirements across all nine principles.

For broker operators used to minimal governance obligations, this is a step change. Getting governance structures in place before the FSA starts reviewing submissions is worth doing now rather than in December.

AML/CFT and Delayed KYC: What the Rules Actually Say

One area where there's consistent confusion — particularly for brokers onboarding large volumes of clients quickly — is around timing of KYC. Under section 35(1) of the AML & CFT Act 2020, reporting entities must apply customer due diligence measures in respect of all customers, business relationships, and transactions, and conduct ongoing monitoring.

Section 39(1) states that CDD must be carried out before or during the establishment of a business relationship or one-off transaction.

Section 39(2) allows for completion of verification after establishing the relationship in specific circumstances — namely where this is necessary so as not to interrupt the normal conduct of business (including non-face-to-face business and securities transactions), and where there is no reasonable suspicion of money laundering or terrorist financing. CDD must be completed "as soon as practicable."

For brokers wishing to adopt a delayed KYC model, the FSA's practical guidance is:

1. Implement a cap on funds that can be deposited into trading accounts where CDD has not yet been completed

2. Ensure CDD is completed before any withdrawal is processed

3. Where a customer is identified as high-risk or a PEP, conduct enhanced due diligence before opening the trading account, not after

If a broker suspects ML/TF activity but believes performing CDD would tip off the customer, a Suspicious Activity Report must be filed with the FIU under section 48 of the AML & CFT Act instead of completing CDD.

Any adoption of delayed KYC as a formal practice requires the compliance manual, AML/CFT manual, and internal procedures to be updated accordingly and submitted to the FSA for notification and approval.

Full Requirements for a Seychelles Broker Company

Before applying, your Seychelles broker company must satisfy the following structural requirements.

Company Incorporation

• Locally incorporated in Seychelles (IBC or domestic company)

• Clear documented shareholding structure with full UBO disclosure

• Registered office address in Seychelles

Directors and Senior Management

• Minimum 2 directors, at least one of whom must be resident in Seychelles on a full-time basis (foreign national on GOP qualifies)

• At least 2 fit and proper persons physically present in Seychelles at all times (directors, compliance officers, or managerial staff)

• All directors and senior managers pass fit and proper assessment: clean criminal record, no regulatory sanctions, demonstrated financial competence

• Clear organizational chart with segregation of duties

Capital Requirements

• Minimum paid-up capital: USD 100,000 (increased from USD 50,000 under 2024 amendments)

• Capital must be held in an FSA-approved bank account at all times

• Full source-of-funds documentation required

• FSA may require higher capital buffers for large client books or complex product offerings

Regulatory-Grade Business Plan

Must include: target markets, client segmentation (retail vs. professional), revenue model, liquidity arrangements, risk management framework, three-year financial projections, compliance architecture, outsourcing arrangements, and technology setup.

AML/CFT Framework

• Comprehensive AML/CFT manual (updated to reflect any delayed KYC approach)

• KYC onboarding procedures for retail and professional clients

• Transaction monitoring system with automated alerts

• Qualified MLRO appointment

• Risk-based approach policy

Technology and Infrastructure

• Secure, scalable trading platform (MT4/MT5, cTrader, or proprietary)

• Client fund segregation from operational funds

• Risk management and cybersecurity systems

• Business continuity and disaster recovery plans

Local Staffing

• At least 1 licensed Securities Dealer Representative physically present in Seychelles

• Compliance Officer (may be outsourced to an approved local provider)

• MLRO (may be combined with Compliance Officer role in smaller firms)

• Resident person responsible for complaints handling

Corporate Governance Framework

• Board governance structure meeting the FSA Code of Corporate Governance (effective 1 January 2026)

• Risk management policy reviewed at least every 3 years or upon significant business change

• Annual disclosure form submitted to FSA by 31 December each year

The Application Process – Step by Step

Step 1 – Pre-Application Assessment (Weeks 1–4) Review of business model, product scope, capital structure, ownership, and target markets. Identify fit-and-proper concerns early. Confirm which countries will be targeted and begin gathering local permission evidence per new Regulation 34.

Step 2 – Company Incorporation (Weeks 2–6) IBC or domestic company formation. Director appointment (confirming residency arrangements). Registration of local office address.

Step 3 – Documentation Preparation (Weeks 4–14) Business plan, AML/CFT manual, risk framework, compliance policies, target market declarations, and personal background documentation for all directors and UBOs.

Step 4 – Bank Account Opening (Weeks 6–16) KYC file preparation. Capital deposit into FSA-approved account (minimum USD 100,000).

Step 5 – FSA Application Submission Submission of complete application pack. FSA acknowledges receipt and assigns a case officer.

Step 6 – FSA Review and Due Diligence (Months 3–9) FSA may issue requests for additional information. Prompt responses are critical to timeline management. FSA may conduct interviews with key management.

Step 7 – License Approval and Activation (Months 8–12) FSA issues the Securities Dealer License. Annual fee of USD 6,000 payable. Company activates operations, onboards clients, and begins annual compliance cycle.

Annual Compliance Obligations for Seychelles Broker Companies

Compliance doesn't end at licensing. Under the perpetual licensing regime, the FSA monitors ongoing adherence closely. Annual obligations include:

• Annual license fee (USD 6,000 for SD, USD 750 for SDR) and signed License Renewal Compliance Certificate — due by 31 January each year

• Audited financial accounts submitted to the FSA

• Institutional Risk Assessment submitted to the FSA

• Governance Disclosure Form (Annex 1 of the Code of Corporate Governance) — due by 31 December each year

• AML/CFT reporting including suspicious transaction reports to FIU where required

• Material change notifications — director changes, UBO changes, share transfers, trade name additions, and new target markets all require prior FSA approval

• Ongoing training for staff on AML/CFT, conflict of interest, and conduct of business requirements

• Records maintained for minimum 7 years at the principal Seychelles office

Seychelles vs. Mauritius vs. Labuan vs. Curaçao: Choosing the Right Offshore License

For most hybrid forex-crypto CFD broker models, Seychelles has pulled ahead of most alternatives — particularly given the February 2025 regulatory clarity on crypto CFDs and the defined governance framework that institutional counterparties increasingly want to see.

Frequently Asked Questions

What's the difference between a Seychelles Forex License and a Securities Dealer License? They're the same thing. The formal name is the Seychelles Securities Dealer License. "Seychelles Forex License" is industry shorthand. The license authorizes forex, CFDs, equities, derivatives, and crypto CFDs under a single authorization.

How much capital do I need in 2026? USD 100,000 minimum, fully paid-up and held in an FSA-approved bank account at all times. This increased from USD 50,000 under the Securities (Financial Statements) (Amendment) Regulations 2024.

Do directors need to physically be in Seychelles? Yes. At least one of the two required directors must be resident in Seychelles on a full-time basis (183+ days per year). The director can be a foreign national on a Gainful Occupation Permit. Additionally, at least two fit and proper persons (directors, compliance officers, or management) must be present in Seychelles at all times.

Can a Seychelles-licensed broker offer crypto CFDs? Yes. FSA Circular No. 3 of 2025 confirmed that CFDs with cryptocurrencies as underlying assets are permitted under the Securities Act. A separate VASP license is not required. Suitability assessments for retail clients and prominent risk disclosures are mandatory.

How long does the application take? Typically 8 to 12 months from initial incorporation to FSA license approval, with bank account opening running in parallel.

Do licenses still expire annually? No. Since 1 January 2025, licenses are perpetual — valid unless suspended, revoked, or surrendered. Annual fees and the License Renewal Compliance Certificate are still required by 31 January each year.

What are the ongoing annual fees? USD 6,000 for the Securities Dealer license, USD 750 for each Securities Dealer Representative. Trade name and domain fees apply from 2025 onwards (USD 1,000 per name/domain per year, first one free).

What is the Code of Corporate Governance and does it apply to my broker? The FSA's Code of Corporate Governance, effective 1 January 2026, applies to all Securities Act licensees except SDRs and Investment Advisor representatives. It covers board responsibilities, independence, composition, risk oversight, internal audit, reporting, and conflict of interest management. A disclosure form must be submitted to the FSA annually by 31 December.

Can I do delayed KYC onboarding? Yes, in limited circumstances. The AML & CFT Act permits completion of verification after a business relationship is established where it's necessary not to interrupt normal business — including securities transactions — and there's no ML/TF suspicion. Risk controls (deposit caps before CDD is complete, CDD required before any withdrawal, enhanced CDD for high-risk or PEP clients before account opening) must be implemented, and the policy must be formally documented and submitted to the FSA.

Can Seychelles be combined with another license for multi-jurisdictional operations? Yes, and it's a common strategy. Many groups pair a Seychelles Securities Dealer License with a Mauritius Investment Dealer License or Curaçao Securities Intermediary License to serve different client geographies and satisfy different counterparty requirements.

Who Is This License Suitable For?

• New brokerage startups launching a forex or CFD platform

• Existing brokers relocating offshore or adding a Seychelles entity

• CFD, derivatives, and multi-asset trading companies

• Crypto-forex hybrid brokerage models

• Proprietary trading firms seeking offshore regulation

• Investment intermediaries and introducing broker groups

• Fintech operators targeting clients in Africa, Asia, the Middle East, and Latin America

Final Thoughts: Is Seychelles Still the Right Choice in 2026?

The short answer is yes — but with eyes open to what compliance now actually requires.

The 2024 amendments and new governance code mean Seychelles is no longer the path of least resistance it may have been several years ago. Resident directors on full-time contracts, annual governance disclosures, mandatory client classification, formalized outsourcing rules, and meaningful AML controls are all part of the picture now.

What Seychelles has gained in exchange is something more valuable: credibility. Liquidity providers, institutional counterparties, and banking partners take FSA Seychelles more seriously because the regulator has demonstrated consistency. The February 2025 circular on crypto CFDs removed one of the biggest sources of uncertainty in the market. The perpetual licensing regime reduces administrative friction. And the USD 100,000 capital threshold still sits well below equivalent requirements in Cyprus, the UK, or Australia.

For founders and operators who want a genuinely regulated offshore base for a CFD or multi-asset broker — rather than a nominal license — Seychelles in 2026 is a strong foundation.

How Zitadelle AG Supports Your Seychelles Broker Company

Zitadelle AG provides a complete turnkey solution for entities seeking a Seychelles Securities License, Seychelles Forex License, or full Seychelles broker company formation. Our services include:

Company Incorporation — Entity formation, shareholder structuring, governance framework, and registered office setup.

Full FSA License Application Management — Preparation of all regulatory documentation, FSA communication management, and capital structuring guidance.

Regulatory-Grade Business Plan Drafting — Covering revenue model, target markets (including Regulation 34 declarations), risk framework, three-year projections, and compliance architecture.

AML/CFT Framework Development — AML/CFT manual, KYC procedures, delayed KYC policy where applicable, transaction monitoring policies, and MLRO appointment support.

Corporate Governance Framework Setup — Board governance structure, committee terms of reference, and annual disclosure form preparation aligned with the FSA Code of Corporate Governance.

Bank Account Opening Assistance — Banking strategy, KYC file preparation, and introductions to international banks with FSA-entity experience.

Local HR and Compliance Staffing — Resident director sourcing (including GOP arrangements for foreign nationals), compliance officer and MLRO recruitment, Securities Dealer Representative sourcing.

Ongoing Post-Licensing Support — Annual returns, regulatory reporting, governance disclosure submissions, material change filings, and ongoing compliance management.

📩 Book a Free Consultation with Zitadelle AG

Zitadelle AG is a regulatory licensing consultancy specializing in offshore financial services, payment licensing, and fintech regulation across Asia-Pacific, the Indian Ocean, Caribbean, and European offshore jurisdictions.

Related: Mauritius Investment Dealer License | Labuan Money Broking License | Curaçao Securities Intermediary License