Vanuatu Company Formation

Company names are subject to the following requirements and restrictions:

• A name can be in any language as long as Roman letters are used. The Registrar may however require an English translation if a foreign language is used to ensure that the proposed name is not a restricted name.
• A name cannot be identical or similar to that of an existing company.
• The following words or their derivatives may not be used unless the relevant licenses have been obtained: bank, chartered, establishment, foundation, insurance, partnership or trust.
• Must end with Limited of Ltd to denote limited liability.

• First year government filing fees
• Certificate of Incorporation
• Constitution
• Nominee shareholder details (if required)
• Declaration of Trust from the nominee shareholder (if a nominee shareholder is required).
• Minutes of the first meeting of the incorporators
• Registered agent services, (first year)
• Registered office, (first year)
• International express delivery by FedEx or DHL

There are no restrictions on doing business outside of the Vanuatu by an International Company except illegal activities or such activities that require additional licensing such as: provision of banking services, insurance and trusts.

• An International Vanuatu Company is not restricted from doing business with Vanuatu residents or companies.

• There is a no requirement for an annual meeting of shareholder(s)
• There is no requirement for director(s) meetings
• If meetings of member(s) and/or director(s) are desirable these meetings can be held by telephone or any other electronic means of communication providing that all participants can clearly hear each other.
• Meetings if thought necessary can be held anywhere in the world.

• Financial statements, accounts or records must be kept for a Vanuatu Company
• No requirement to file financial statements, accounts or records with the Vanuatu authorities
• Company registers must be kept in the Registered Office
• No requirement to file an Annual Return

There is no income tax, no withholding tax, no capital gains tax, there are no inheritance taxes, and no exchange controls associated with the Vanuatu International Company.

• No concept of authorised share capital
• May be limited by shares, guarantee or both
• Shares may be paid up in cash or through the transfer of other assets or for other consideration
• The minimum issued number of shares is one
• Bearer shares are permitted

Shareholder(s) and director(s) nominee services are allowed to ensure confidentiality of beneficiaries.

The Vanuatu incorporation documents do not carry the name or identity of the member(s) or director(s). As such no names appear on the public record.

• Only one director required - can be corporate
• Only one member required - can be corporate
• Member(s) and director(s) may be the same
• No requirement for local member(s) and director(s) for Vanuatu Companies
• No secretary is required

Vanuatu has in recent years implemented an International Business Companies (IBC) Act. The new laws complement existing legislation controlling formation of exempted companies, banks, insurance companies and trust companies. Vanuatu's new IBC Act has been modelled after the International Business Companies Acts already in place in the Bahamas and the BVI.