The “International Company”, or IC, 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 (CAP 191).
“Company limited by shares” means a company having the liability of its members limited by its constitution to the amount, if any, unpaid on the shares respectively held by them.
The company name must end with one of the following words, or their relevant abbreviations – Limited, Corporation, Incorporated, Societe Anonyme, Sociedad Anonima, Sendirian Berhad, Societe a Responsabilite Limitee, Besloten Vennootschap, Gesellschaft mit beschrankter Haftung and 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 a 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.
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 an IC, the company must file with the Commission its Constitution, which should include 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.
A minimum of one shareholder is required which may be a natural person of any nationality or a corporate body. The details of the company’s beneficial owners and shareholders are not part of the public records.
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 USD 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.
A minimum of 1 director is required and corporate directors are allowed. Directors do not have to be residents of Vanuatu. Details of the directors, such as names, do not appear in the public file. A minimum of 1 director can be either fixed by the Constitution or by the members.
REGISTERED OFFICE AND LOCAL AGENT/SECRETARY
A Vanuatu IC is required to have a registered office and agent in Vanuatu. It is not mandatory to have a company Secretary but is recommended. The Secretary can be a non-resident of Vanuatu.
There is no legal requirement for Annual General Meetings to be held. Directors and Shareholders can vote by Proxy. Meetings can be held anyway in the world thus do not have to be in Vanuatu. If held outside Vanuatu, meeting can be made through telephone, or other means.
Usually is takes up to 1 business day, but we need up to 10-12 working days for legalization of the documents and delivery by courier.
RECURRING AND MAINTENANCE FEE AS FROM 2ND YEAR
- Provision of registered agent and registered address
- Payment of annual government fee