Company Formation
International Companies (IC) are formed under the Vanuatu International Companies Act and are restricted to carrying out transactions outside of Vanuatu. An IC may be formed within a day of receipt of instructions and the appropriate fees.
Naming Conventions
A wide choice of company names are available, including endings such as Ltd., Corp., Inc., Sdn Bhd, SARL, B.V. and GmbH.
Incorporation
To incorporate, an IC must lodge its constitution with the Financial Services Commission. This document is available for public inspection. The only other document available for public inspection is that regarding the registered office. No other returns are required. Incorporation takes between one hour and one day. Upon registration a Certificate of Incorporation is issued.
Constitution
IC's have a "constitution" instead of the traditional Memorandum and Articles of Association. The Constitution does not have to state an IC's authorised capital. It does not have to name shareholders or first directors. The constitution must state the following:
• The name of the Company
• The address within Vanuatu of the first registered office
• The name and address within Vanuatu of the first registered agent
• The objects or purposes for which the company is to be incorporated
• Whether the Company is to be limited by shares, limited by guarantee or limited by both shares and guarantee
Capital Structure
There are no debt/equity or thin-capitalisation rules in Vanuatu. IC's do not have the concept of authorised capital. They may have shares that are in registered; have full, conditional, partial or no voting rights; be with or without par value; be numbered or unnumbered; be convertible, common, ordinary, preferential or redeemable; be entitled to participation only in certain assets; subject to forfeit; and issued in one or more currencies. An international company may purchase or redeem or hold its own shares without court approval, provided the IC does not become the sole member of itself, and it may issue share warrants in registered form. It is not compulsory for an IC to issue share certificates.
Management
IC's may have a single member and director and need not appoint a company secretary or other officers. The director(s), may be a natural person or corporation. The constitution does not have to name the company's first directors. They can subsequently be appointed by the incorporator who will exercise the power of directors until the first directors are appointed by it. Meetings can be held anywhere in the world, and may be held in any manner whatsoever, provided the members can hear and recognise each other's voices. An IC may keep its records and minutes at the registered office or at such other place as the directors may determine. A copy of the register of members must be kept at the registered office. The registered office and a registered agent (who is not an officer of the company) must be resident in Vanuatu.
Professional Confidentiality
As it is common in most jurisdictions using British corporate legislation as a base, the name of the beneficial owner(s) is restricted to Professional Service Providers Commission and all corporate records are protected by the provisions of the various common laws and legislative regulations as in all other centres with respect to professional confidentiality.
Returns
The only returns required to be lodged apart from the Constitution are the registration of a charge on any assets of the company; changes of registered office or agent; any changes to the constitution; details of any merger or consolidation. Lodging of annual returns, changes of officers and accounts is not required.
Exemptions
International companies are automatically exempted from stamp duties, exchange controls and taxes on profits, capital gains and distributions for a period of 20 years from incorporation.
Migration of companies
International companies may continue their existence under the laws of another jurisdiction or become an IC by continuing in Vanuatu provided the previous jurisdiction does not specifically prohibit continuation outside that jurisdiction.
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