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Vanuatu Offshore Company

There are two main types of Vanuatu companies used by foreigners, the Vanuatu Exempted Company and the Vanuatu International Company. Under the companies act, a Vanuatu company will be exempt from taxation if: if the Company does not do any business in Vanuatu; does not offer or sell company shares within Vanuatu; does not have any interest in local companies in Vanuatu; and does not do any business within Vanuatu They are strictly an offshore vehicle that is used for business outside of Vanuatu. The Vanuatu International “offshore” Company is restricted from doing any business or offering any service with and to local residents in Vanuatu.

Exempted companies are not the usual form of choice for offshore companies as the International Company is better suited for offshore enterprise.  The Vanuatu international company is covered by the International Companies Act No 32 of 1992  and is administered by the Vanuatu Financial Services Commission.

Companies that offer their shares to the public, hold banking, trust or insurance licenses, or operate within Vanuatu may not be registered as International Companies and must register under the Companies Act.

To incorporate a Vanuatu International Offshore company,, the governing document, the Company constitution must be submitted to the registry.  The company constitution must capture the Vanuatu offshore company’s name, the company’s  purpose, the name of the local agent, and the address of the company’s registered office, the form of the company i.e. limited by shares or guarantee.

Vanuatu International Company (ICs) must at all times have a registered office and a registered agent in Vanuatu.  There is no minimum capital requirement for Vanuatu international companies and the capital can be expressed in any currency. The shares for the Vanuatu International Company can be in registered or bearer form, may have par value, can have full, partial, conditional or no voting rights, and can be convertible, common, preferential or redeemable. Vanuatu offshore company shares can be issued as numbered or unnumbered shares, registered or bearer shares, shares in any one or more currencies, shares with or without par value, shares that restrict a member’s participation to only specific assets, or as bearer shares. The directors of a Vanuatu offshore company may opt to issue share certificates; where share certificates are issues, they must be endorsed by the company’s seal and signature of no less than two directors if the company does not have only one director.

The incorporation requirements for the Vanuatu International Company stipulate the need for a minimum of one shareholder and one director. Both nominee shareholders and corporate directors are permitted. A corporate secretary is not required by law, but should the company wish to have one, it is permitted, and non-resident secretaries are allowed. The Vanuatu offshore company does not have to keep or file accounts nor is it required to file annual returns and there are no restrictions or requirements on the holding of an annual meeting.

The Vanuatu international company is a versatile and flexible offshore company, where it can manage shares without tight restrictions and engage in any legal business or trade or other activity, as long as it is within regulations and in keeping with the legal requirements of the country in which it operates. The Vanuatu international company can also change its capital by reducing or sharing the number of shares it holds, reducing or increasing the price per share for any type of share, exchanging bearer shares for registered shares, as well as purchasing or redeeming its own shares.

The directors are of a Vanuatu Offshore Company may hold the company’s meetings anywhere in the world and at anytime. Committees can be formed and can by resolution where one or more persons are voted as company directors.

The company register must be maintained and updated with the details of a company’s members, including names and addresses; the details on share activity, the series and number of each types of share held.

The Vanuatu offshore company cannot do any business in Vanuatu, nor can it hold any interest in real estate in Vanuatu except the lease of property from where it conducts its international business. An International Company is exempt from all forms of taxation for 20 years from the date of registration.