Company Formation

Local companies are formed and registered in a manner similar to UK or Australian companies. Incorporation is accomplished by the filing of the Memorandum and Articles of Association and application for a permit to incorporate with the Financial Services Commision.

Local companies are formed under the Companies Act [Cap. 191] and are permitted to trade within and from Vanuatu. Incorporation usually takes 7-10 days however some ready-made "shelf" companies may be available. A wide choice of company names is available, but the name must end in the word "Limited". The name of the beneficial owner(s) is required on the application, and records of all local companies are available for public search.

Filing of annual returns and notification of changes in officers, allotments etc... with the Vanuatu Financial Services Commission is required. Companies with more than Vt20 million turnover (approximately USD200,000) per annum must lodge audited accounts with the Vanuatu Financial Services Commission.

There is a minimum registration and annual fee of Vt30,000 (approximately USD300) but this increases for companies with an authorised capital over USD300,000 up to a maximum of Vt 250,000 (USD2500). Shares must be in registered form. The articles may attach rights to shares as required, including preferred, common, voting, non-voting, etc.

A local company must have at least two shareholders, and the registers are open to the public and members. Local companies must have at least one resident director and a sole director cannot also act as company secretary. Directors and secretaries may be either natural persons or corporations. All acts of the board of directors must be recorded in a minute book kept at the registered office in Vanuatu, together with registers of members, directors and secretaries. The Financial Services Commission must be notified of any changes to the directors or secretaries.

Local companies are required to keep proper books of account which give a true and fair view of the state of the company's affairs. No licence is required to form, own or run a local company which owns a lease on land in Vanuatu. Business licences, after obtaining Vanuatu Investment Promotion Authority approval, are required to operate any business in Vanuatu by non-citizens. Citizens only require a business licence.