Vanuatu Offshore (International) Company

General Information

Vanuatu comprises a chain of approximately 80 islands situated some 2,250 km north-east of Sydney, Australia and 800 km west of Fiji. The country lies between the latitudes of 13° and 21° and climate varies between tropical in the north to sub-tropical in the south. The total land area is approximately 12,190 sq km. The capital is Port Vila situated on the Island of Efate.

Population

Approximately 218,000.

Political Structure

Vanuatu, a Republic, was formerly known as the Anglo-French Condominium of the New Hebrides. The New Hebrides was the world’s only condominium and was established in 1906 by agreement between the British and the French (The London Convention of 20th October 1906), which declared the New Hebrides “a region of joint interest”. After years of competition and rivalry for influence between nationals of the two powers, and others such as Australian and Irish adventurers, Vanuatu, which means “our land” in many Melanesian languages, obtained its independence on 30 July 1980, a constitution was adopted and the Republic of Vanuatu came in to effect.

Vanuatu is a parliamentary democracy, the head of state being the President elected by an electoral college. The position is mainly titular and has very few executive powers. The legislature consists of a single chamber, a 52-member parliament, for which general elections are held every four years.

Infra Structure and Economy

There are two international airports in Vanuatu. There are regular flights to Australia, New Zealand and neighbouring islands. The country has a dualistic economy with a large smallholder subsistence agricultural sector and a small monetised sector. The latter is based on established plantations, ranches and associated trading, manufacturing, banking and shipping services as well as the country’s tourist industry. Copra is the most important cash economic activity in the rural sector followed by beef, cocoa, timber, coffee and fish.

The development of the offshore financial centre in 1971 added new dimensions to the economy and it now contributes considerably to Government revenue through the payment of annual registration fees for all companies, business licence fees, insurance, banking and trust company licence fees, stamp duties and other smaller fees. The offshore financial centre has also brought to the country increased employment opportunities, and an excellent infrastructure of telecommunications, banking, legal, accounting and other financial and commercial services.

Language

The official languages are English, French and Bislama (pidgin). (The language of the finance centre is predominantly English).

Currency

The Vatu. (Vt).

Exchange Control

There are no exchange controls in Vanuatu. All major currencies can be deposited in Vanuatu and may be repatriated in the same currency or converted freely to most other currencies.

Type of Law

Vanuatu is a Common Law jurisdiction. Its Constitution states that, until otherwise provided by Parliament, pre-independence British laws shall continue to the extent that they are not expressly revoked or are incompatible with the independent status of the Republic.

Principal Corporate Legislation

The Companies Act (Cap 191), the International Companies Act (1993) and the Banking, Insurance, Stamp Duties and Trust Companies Acts form the statutory framework for the operation of the financial centre. The International Companies Act imposes a solvency test on ICs – directors are responsible for ensuring that the IC is able to meet its liabilities, and can be personally liable for any shortfall. This framework is administered by the Financial Services Commissioner and adjudicated upon by the Supreme Court of Vanuatu.

Vanuatu Company Information
Type of Company for International Trade and Investment

Exempt Company incorporated under the Companies Act (Cap 191) or the International Company “IC” incorporated under the International Companies Act 1992 (No. 32).

The International Company provides for greater flexibility and minimal compliance

Procedure to Incorporate

To register, the company must file with the Financial Services Commission a copy of its constitution, which contains the company’s name, its purposes (which can be general), the registered office address and name of the agent (which must both be in Vanuatu), and whether it is limited by shares or guarantee. (Two copies of the Certificate of Incorporation are issued by the Vanuatu Financial Services Commission).

Restrictions on Trading

An International or Exempt Company may not trade within Vanuatu or own real estate there. An International Company may not undertake the business of banking, insurance, assurance, reinsurance, fund management, the management of collective investment schemes or the rendering of investment advice, or any other activity that would suggest an association with banking or insurance industries.

Powers of the Company

The powers (objects clauses) of an exempt company are contained in the Memorandum of Association, but are normally drafted to provide for general powers. An International Company has all the powers of a natural person and therefore can enter in to any lawful activity except as restricted by the International Companies Act.

Language of Legislation and Corporate Documents

English. Foreign translations of corporate documents can be obtained for a fee.

Registered Office Required

Yes, must be maintained in Vanuatu.

Shelf Companies Available

Yes.

Type to Incorporate

Two days.

Name Restrictions

Restrictions apply to identical names or names suggesting a connection with a government of another country or a public or international organisation or a municipal authority. Other names may be disallowed on policy grounds, as may those that are considered generally undesirable or obscene.

Language of Name

An International Company name can be in any language and use that language’s characters or alphabet e.g. Chinese, Japanese, Russian and Arabic.

Names Requiring Consent or License

Bank, buildings society, insurance, assurance, reinsurance, fund management, investment fund, trust, trustees, finance or their foreign language equivalents.

Suffixes to denote Limited Liability

An Exempt Company must have the word Limited in its name. An International Company may utilise a broad range of internationally accepted abbreviated words as suffixes to denote their limited liability.

Vanuatu Compliance
Authorised and Issued Share Capital

The usual authorised share capital for an Exempt Company is US$ 10,000.

Most International Companies do not have an authorised capital as it is not required and the concept does not exist in the Act. Exempt and International Companies may have their capital expressed in any currency.

Classes of Shares Permitted

Registered shares, preference shares, redeemable shares and voting or non-voting shares.

Taxation

Domestic taxation is not payable on the net chargeable profits of Exempt and International Companies.

Double Taxation Agreements

None.

Annual Franchise Taxes

An International Company pays US$300 per annum.

An Exempt Company pays a minimum sum of US$450 per annum; this amount may increase if a company has a high-authorised capital.

Financial Statements

There is no requirement for an International Company to file accounts.

There is no requirement for an Exempt Company to file accounts unless it is licensed.

Both Exempt Companies and International Companies are required to keep accounts to present a true and fair view of the financial position of the company.

Directors

The minimum number of directors required for both Exempt and International Companies is one.

The directors may be natural persons or bodies corporate, may be of any nationality and need not be resident in Vanuatu. However, Exempt Companies must have at least one resident director.

Company Secretary

An Exempt Company must appoint a company secretary.

An International Company need not appoint a company secretary, although it is customary to do so to facilitate signing requirements.

Shareholders

The minimum number of shareholders of an International Company is one. An Exempt Company requires two.

Vanuatu Offshore Company (International)

Key Corporate Features

General

Type of Company – International

Shelf company availability – Yes

Our time to establish a new company – 2 days

Political Stability – Good

Common or Civil Law – Common

Disclosure of Beneficial Owner – No

Migration of Domicile Permitted – Yes

Corporate Taxation – Nil

Double Taxation Treaty Access – None

Language of Name – Latin and other alphabets

Corporate Requirements

Minimum Number of Shareholders / Members – One

Minimum Number of Directors / Managers – One

Corporate Directors / Managers Permitted – Yes

Company Secretary Required – No

Usual Authorised Capital – None

Local Requirements

Registered Office – Yes

Registered Agent – Yes

Company Secretary    – No

Local Directors – No

Local Meetings – No

Government Register of Directors / Managers – No

Government Register of Shareholders / Members – No

Annual Requirements

Annual Return – No

Annual Return Filing Fe – No

Annual Audit – No

Recurring Government Costs

Minimum Annual Tax / Licence Fee – US$300

Annual Return Filing Fee – N/A