Vanuatu Offshore Company Formation

Overview: Vanuatu Offshore Company 

A Vanuatu offshore company called a International Company (IC), often referred to as an International Business Company (IBC), offers the most advantageous formation opportunities for individuals and companies looking to incorporate in a zero tax jurisdiction, with no financial requirements and guaranteed confidentiality of all names and details of directors and shareholders.

Vanuatu is located East of Australia and North of New Zealand and is made up of eighty islands scattered throughout the South Pacific Ocean. The jurisdiction offers several company formation packages as well as other financial services including a Security Dealers Licence that has been quite popular amongst the global financial community due to its simple formation process and liberal regulations.

Vanuatu has been offering offshore financial products since 1971, but it was through the introduction of the International Companies Act 1993 that Vanuatu has made a name for itself as an offshore financial destination.

An International Company based in Vanuatu has any number of benefits for international businesses and trading companies including: single member ownership, no annual reporting requirements, together with fixes annual fees and a simple incorporation procedure.

Vanuatu is based on an English Common Law system, has a stable economic and political environment, is a signatory to a number of international treaties and organizations, and has complied with and remains dedicated to ensuring compliance the international financial standards of OECD and FAFTA.

For all of the jurisdiction's benefits, Vanuatu remains perhaps the world's most underrated offshore financial destination.

Vanuatu has a well-formed offshore industry and has been attracting many for not only their offshore company entities, but also their International Banking Licence and formation possibilities, and for their Economic Citizenship Investment programs, that offers passport and citizenship possibilities for expats, global investors, and digital nomads looking for second passport opportunities. 

If you would like more information on the Advantages of Vanuatu as an Offshore Financial Center where we go into more detail the jurisdiction as a whole and its economic and financial environment.

Table of Contents:

• Overview: Vanuatu Offshore Company 
• Advantages of a Vanuatu Company Formation
• Top Uses
• Key Corporate Features 
• Company Formation Requirements
• Corporate Taxation
• Corporate Company Details

Advantages of a Vanuatu Company Formation

• Exemption from all local taxation
• Anonymous nominee services are available
• No requirements to submit financial accounts
• No audit requirements
• Name and Details of Director(s) and Shareholder(s) are confidential
• Company name can be in any language
• No annual returns are required
• Privacy and Confidentiality are ensured through local financial statutes
• Corporate directors and shareholders are permitted
• No requirement to hold company meetings
• It is not required for a Vanuatu IC to declare its beneficial owner
• Vanuatu is based off of an English Common Law system
• Sole Member ownership is available
• Vanuatu is on the OECD ‘white list’
• Quick incorporation process
• Corporate management flexibility
• Fixed government fees
• A Company secretary is not required
• Company meetings are not necessary
• Financial records may be held anywhere in the world
• No minimum share capital
• Share capital can be expressed in any currency

Top Uses

• International Trading
• International Holding Company
• International Commerce
• Investment structure
• Asset protection structure
• Global Banking

Key Corporate Features 

Company Package

1. Government Registration Fee (First year)
2. Registered Office Address (First year)
3. Registered Agent Services (First year)
4. Company Secretarial Maintenance
5. Certificate of Organisation
6. Articles of Organisation
7. Minutes of First Organisers Meeting
8. Ownership Certificates
9. Register of Members
10. FREE Phone and/or email consultations

Company Formation Requirements

To incorporate a Vanuatu International Company, the following information is required:

• Company Name
• Name and address of Director(s) and Shareholder(s)
• Copy of a valid passport
• Company “Constitution” (instead of a Articles of Association and Memorandum)
• Address of local registered office
• Whether the company is to be incorporated and limited by shares or guarantee

One all of the documents are received together with the appropriate fee, they will be sent to the Vanuatu Financial Services Commission. Upon receiving the documents, the certificate of incorporation will be made within 2 – 3 days, which will then be shipped out via DHL or FedEx to the given address and should be received within 5 – 7 days.

Corporate Taxation

All Vanuatu International Companies are exempt from all local taxation including taxes including, but not limited to:

• No Dividends tax
• No Royalties tax
• No Corporate tax
• No Value Added Tax
• No Stamp Duty
• No Transaction fees
• No Estate tax
• No Inheritance tax

Corporate Company Details

Anonymity, Confidentiality and Disclosure

All names and details of Directors, Shareholders, and Beneficial owners are not publicly available and are held confidentially. There are not requirements to disclose any financial information of the IC. There are no financial reporting or annual requirements. Nominee services for both shareholders and directors are available to ensure anonymity.

Company Shares

A Vanuatu IC may issues registered shares, preference shares, redeemable shares, shares with no par value, bearer shares, and shares with or without voting rights.

Required Capital

The usual authorized capital is USD 10,000. There are no minimum capital requirements needed to establish a Vanuatu IC.

Financial Statements required

No financial statements need to be submitted to the Company Registry or any government authority, though a company must keep accounts detailing the financial position of the company, which may be kept in any country.

Directors

Only one Director is required for a Vanuatu International Company. A Director may either be an individual or a body corporate, a resident of any country, and of any nationality. Nominee serves are available. The name and details of Directors are not publically available. Sole member ownership is possible, wherein the Director becomes the sole shareholder.

Company Secretary

A company secretary is not required

Company Meetings

Company meetings are not required for a Vanuatu International Company. If a company does decide to hold company meetings, they may take place anywhere in the world.

Principal Corporate Legislation

There are two primary pieces of legislation that govern the international financial and business sector, The Companies Act (Cap 191) and the International Companies Act (1993)

Type of Law

Vanuatu is based on English Common Law

Shareholders

A Vanuatu International Company requires that there be at least one shareholder. A shareholder may either be an individual or a corporate entity, from any country and a resident of any country.

Trading Restrictions

An International Company can not trade within Vanuatu or own local real estate. If a company engages in any business activities related to assurance, insurance, fund management, banking, must first seek approval and the appropriate licence.

Exchange Controls

There are no exchange controls in Vanuatu

Powers of the Company

A Vanuatu International Company has all of the same rights and privileges as a legal person

Language of legislation and Corporate Documents

English

Audit Requirements

There are no audit requirements for a Vanuatu International Company

Annual Reporting

There are no annual reporting requirements for an IC

Shelf Companies available

Yes Shelf Companies are readily available

Time required to form offshore company

2-3 Business Days

Name Restrictions

A company must not use a name that is already in use that is identical or similar to a name already used by another company. An IC may also not use any name that is affiliated with or similar to a name of a public organization, government, international organization, or any name that is seen to be undesirable or inappropriate by the Company Registry.

Names of Company requiring a special licence or permission

A Company must seek prior approval or licence if its company name uses the word bank, building society, insurance, assurance, investment, trust, trustee, or finance etc…

Minimum Annual Government  Fee

USD 300

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