Vanuatu Overview


Vanuatu, officially the Republic of Vanuatu, is a Pacific island nation located in the South Pacific Ocean.


The Republic of Vanuatu is a parliamentary democracy with a written constitution.


The official languages are Bislama, French and English.


Vanuatu has joined the Asian Development Bank, the World Bank, the International Monetary Fund, the Agence de Coopération Culturelle et Technique, la Francophonie and the Commonwealth of Nations. Vanuatu retains strong economic and cultural ties to Australia, the European Union (in particular France and UK) and New Zealand


The four mainstays of the economy are agriculture, tourism, offshore financial services, and raising cattle. Financial services are an important part of the economy. 


Vanuatu is a tax haven that until 2008 did not release account information to other governments or law-enforcement agencies. International pressure, mainly from Australia, influenced the Vanuatu government to begin adhering to international norms to improve transparency. In Vanuatu, there is no income tax, withholding tax, capital gains tax, inheritance tax, or exchange control. 


Vanuatu Company Information


Type of company for international Trade and Investment


Exempt Company incorporated under the Companies Act (Cap 191) or the International Company "IC" incorporated under the International Companies Act 1992 (No. 32).


The International Company provides for greater flexibility and minimal compliance


Procedure to Incorporate


To register, the company must file with the Financial Services Commission a copy of its constitution, which contains the company's name, its purposes (which can be general), the registered office address and name of the agent (which must both be in Vanuatu), and whether it is limited by shares or guarantee. 


Restrictions on Trading


An International or Exempt Company may not trade within Vanuatu or own real estate there. An International Company may not undertake the business of banking, insurance, assurance, reinsurance, fund management, the management of collective investment schemes or the rendering of investment advice, or any other activity that would suggest an association with banking or insurance industries.


Powers of Company


The powers (objects clauses) of an exempt company are contained in the Memorandum of Association, but are normally drafted to provide for general powers. An International Company has all the powers of a natural person and therefore can enter in to any lawful activity except as restricted by the International Companies Act.


Vanuatu Compliance


Authorised and Issued Share Capital


The usual authorised share capital for an Exempt Company is US$ 10,000.


Most International Companies do not have an authorised capital as it is not required and the concept does not exist in the Act. Exempt and International Companies may have their capital expressed in any currency.


Classes of Shares Permitted


Registered shares, preference shares, redeemable shares and voting or non-voting shares.


Taxation


Domestic taxation is not payable on the net chargeable profits of Exempt and International Companies.


Double Taxation Agreements


None.


Financial Statements


There is no requirement for an International Company to file accounts.


There is no requirement for an Exempt Company to file accounts unless it is licensed.


Both Exempt Companies and International Companies are required to keep accounts to present a true and fair view of the financial position of the company.


Directors


The minimum number of directors required for both Exempt and International Companies is one.


The directors may be natural persons or bodies corporate, may be of any nationality and need not be resident in Vanuatu. However, Exempt Companies must have at least one resident director.


Company Secretary


An Exempt Company must appoint a company secretary.


An International Company need not appoint a company secretary, although it is customary to do so to facilitate signing requirements.


Shareholders


The minimum number of shareholders of an International Company is one. An Exempt Company requires two.