OUR PRICES

The description of corporate structures and prices quoted below is serving as a general guide and may be subject to the most recent changes of the legislation in various jurisdictions. We invite you to contact us for the latest update and free quotation.

COUNTRY: Vanuatu

Vanuatu Offshore Company

Legal form: All Vanuatu companies, other than International Companies, are governed by the Companies Act, which is itself based on the UK Uniform Companies Act 1948 which has been used as the basis for company law in most Commonwealth countries. Companies operating in Vanuatu may take the form of private company limited by shares, by guarantee, or may be unlimited.

The "International Company" is the most commonly used offshore entity in Vanuatu. The law governing International Companies is set out in the International Companies Act No 32 of 1992. With the passage of this Act, most offshore companies elect to be 'International Companies' and most exempted companies have now converted to International Companies. International Companies are administered by the Vanuatu Financial Services Commission. Companies that offer their shares to the public, hold banking, trust or insurance licenses, or operate within Vanuatu may not be registered as International Companies and must register under the Companies Act.

An International Company may not conduct business in Vanuatu, own an interest in real estate in Vanuatu except the lease of premises from where it conducts its international business, offer shares to the public, hold a banking, trust or insurance license, or solicit the public to deposit with or lend money to the company.

Name of the company: Vanuatu companies’ names must end with one of the following words, or their relevant abbreviations - Limited, Corporation, Incorporated, Societe Anonyme, Sociedad Anonima, etc. Names may be in any language as long as Roman characters are used and any standard corporate suffix is acceptable. The following words cannot be used in the name of Vanuatu company: 'Trust', 'Bank', 'Insurance'. Furthermore, words such as 'Foundation', 'Charity' and others may be prohibited pursuant to the discretion of the Registry. Names denoting any connection to local, state or national Governments are generally prohibited.

Memorandum and Articles of Association: The International Company can normally be established within one day, as no permit application, or details of beneficial owners or operations, are required. To register, the company must file with the Commission only its constitution, which need contain only the company's name, its purposes (which can be general), its registered office and agent (which must both be in Vanuatu), and whether it is limited by shares or guarantee. Provided the articles of association permit it, a company registered in Vanuatu may continue as a company registered in another jurisdiction upon a resolution of either the directors or shareholders. Likewise, a company incorporated in another jurisdiction may continue in Vanuatu.

Shareholders: A minimum of one shareholder is required which may be an individual or a body corporate. The details of company beneficial owners and shareholders are not part of the public records.

The share capital: There is no specific minimum capital requirement. Although it is not required by law to declare the authorized capital for Vanuatu ICs the standard authorized share capital is US$ 10,000. The authorized share capital may be expressed in any currency. The minimum issued share capital is either one share of no par value or one share of par value. Vanuatu International Companies may issue registered shares, bearer shares, preference shares, and redeemable shares, shares with or without par value and shares with or without voting rights.

Directors of the company: Vanuatu IC requires a minimum of one director and corporate directors are permitted. The names of directors do not appear on the public file. There is no requirement to have resident directors. The International Companies Act imposes a solvency test on ICs - directors are responsible for ensuring that any distribution leaves the IC able to meet its liabilities, and can be personally liable for any shortfall.

Registered office and local agent/secretary: An IC must have a registered office and a registered agent in Vanuatu. The company's constitution (governing document), registered office and registered agent are available on public file. A corporate secretary is not required but is permitted, and the secretary does not have to be located in Vanuatu

Taxation: Vanuatu International Company is exempt from all forms of taxation in Vanuatu.

Audit and financial returns: Whilst there is no requirement to file audited accounts or annual returns with the authorities, a company is required to keep financial records, which should reflect the financial position of a company.

Meetings: The directors and the shareholders meetings need not be held in Vanuatu also there is no requirement for an Annual General Meeting. All meetings may be held outside Vanuatu by telephone or other electronic means. Alternatively, directors and shareholders may vote by proxy.

Time needed for formation: Usually it is 1 working day, but we need up to 10 working days for legalization of the documents and delivery by courier.

In order to proceed with the formation of the Vanuatu International Company please visit our  how do I start  page and then proceed to  filling in our application form