The steps for a Vanuatu Company Incorporation is based on the Banking, Insurance, Stamp Duties and Trust Companies Acts, the International Companies Act (1993) and the Companies Act (Cap 191). Together they form the framework for a company’s operation, and it is supervised by the Financial Services Commissioner.
Rules and Regulations
Two types of companies are commonly used for investment and international trading, the International Company (IC) and the Exempt Company (EC). For many reasons, the ICs are preferable, as the rules are more flexible and have very low requirements. The authorized capital concept also doesn’t apply to ICs, though an IC cannot engage in trade in Vanuatu or buy real estate, and it cannot undertake business dealings involving banking or insurance in the country.
There are many services and firms that, for a small fee, will help you set up Vanuatu offshore company. Regardless which service you go for, the incorporation requires a copy of the company’s constitution. Two copies are issued by the Vanuatu Financial Services Commission, so this should not be a problem.
The powers of an EC, it should be noted, are in the Memorandum of Association, but it can be drafted. An IC in Vanuatu has all the powers of an individual and can therefore take part in any activity except those prohibited by the International Companies Act. An offshore company in Vanuatu, it must be stressed, requires a registered office, but off the shelf companies are available that make the process easier.
Company Requirements and Restrictions
The company’s name may be in any language provided that it is available and is not identical to any government office, municipal authority or international organization. If you are incorporating an EC the name must have Limited, indicating limited liability. With regards to the number of directors required, only one is needed be it for an IC or EC.
The directors may be corporate bodies or natural people, and they can be of any nationality and do not have to be residents of Vanuatu. Unlike the IC however, an EC requires at least one director to be a Vanuatu resident. An EC is also required to have a company secretary. An IC on the other hand, does not require either one, although most ICs do appoint one for signing and other tasks. The authorized share capital for an EC is $10,000, but an IC does not have any such requirement, which is why it is preferred by most.
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