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Offshore Company Formation Vanuatu: Professional offshore incorporations and offshore banking services
Offshore Company Formation vanuatu
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.
To establish a company requires the approval of the Minister of Finance; information to be supplied includes:
A company must be incorporated within six months of obtaining approval from the Minister.
'Local' companies are companies operating domestically; they may be limited by shares, by guarantee, or may be unlimited. Companies may be public or private. They have the following characteristics:
Companies formed under the Companies Act may be 'exempted' (from public disclosure requirements) if they do not:
Exempted Companies which carry on the businesses of banking, insurance, trusteeship or selling securities must file the same documents as Local Companies and file audited accounts.
Other Exempted Companies need not be audited nor file annual accounts, and the Annual Return is simpler. There is no public file for Exempted Companies.
The Registrar’s Office cannot show documents in respect of any Exempted Company except under a Court Order, or at the written direction of the Exempted Company.
Annual registration fees (at the time of writing) are required ranging from VT 50,000 on authorised capital up to VT 50m, up to VT 250,000 on capital over VT 300m.
Exempted companies are the usual form of choice for offshore financial institutions, since International Companies (see below) cannot hold banking, trust or insurance licenses, although they can hold the shares of Companies Act companies with such licenses.
The "International Company" is the most commonly used offshore entity. 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.
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.
The following are the key characteristics of an International Company (IC):
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 licence, or solicit the public to deposit with or lend money to the company.
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.
At the time of writing, the incorporation fee is $150 and the annual registration fee is $300. An International Company is exempt from all forms of taxation for 20 years from the date of registration.
A Overseas Company is a company incorporated in a foreign jurisdiction which has re-registered in Vanuatu under the Companies Act. Such a company must nominate two Vanuatu residents who can accept notices on its behalf. It must lodge an annual return along with audited accounts. There is an annual fee of VT 30,000 (at the time of writing).
Foreign companies (including International Business Companies from other jurisdictions) can migrate to Vanuatu by way of continuation if that is not expressly forbidden by their home company law. The reverse process is also permitted.
Partnerships are governed by the Partnership Regulation 1975 which is virtually a copy of the English Partnership Act 1880.
A business partnership must have a license under the Business Licenses Act and must register its name under the Business Names Act.
General partnerships do not have to register or pay annual fees. General partners are jointly and severally liable for the partnership's obligations.
Limited partnerships are also formed under the Partnership Regulation 1975. There must be at least one general partner and at least one limited partner; there may not be more than 20 partners in total. The general partner(s) are jointly and severally liable for the partnership's obligations. The limited partners are liable only to the extent of their capital contributions. Limited partnerships must register with the Registrar of Companies and pay an annual fee (at the time of writing) of VT 100,000.
Vanuatu trusts are formed under UK legislation that applies directly in Vanuatu, including the Trustee Act 1925, the Variation of Trusts Act 1958, and the Law of Property Act 1925. Vanuatu legislation on Trusts includes the Perpetuities and Accumulations Regulation 1974 and the Succession Probate and Administration Regulation 1972. The maximum perpetuity period for a Vanuatu trust is 80 years.
Vanuatu is in the process of constructing more modern trust legislation which will allow for purpose trusts, specific asset protection rules, disapplication of forced heirship rules etc.
Vanuatu trusts do not have to be registered and there are no reporting requirements; trustees do not have to be resident. Trust documents need stamping at VT 7,500 (at the time of writing).