Vanuatu International Company (IC)
Formation of an International Company (IC) in Vanuatu
A Vanuatu IC is the most commonly-used offshore entity, known for its flexible corporate structure, exemption from all taxes and stamp duty, and a high level of confidentiality.
Vanuatu International Companies are frequently used for offshore structuring, investment or holding purposes, ship management and maritime operations.
FACTS & INFO
The International Company, or IC, is the most commonly used offshore entity in Vanuatu. The law governing ICs is set out in the International Companies Act No 32 of 1992. With the passage of this act, most offshore companies now elect to be International Companies and most exempted companies have now converted to ICs. They are 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 (CAP 191).
'Company limited by shares' refers to a company having the liability of its members limited by its constitution to the amount, if any, unpaid on the shares respectively held by them.
The company name must end with one of the following words (or their relevant abbreviations): Limited, Corporation, Incorporated, Societe Anonyme, Sociedad Anonima, Sendirian Berhad, Societe a Responsabilite Limitee, Besloten Vennootschap, Gesellschaft mit beschrankter Haftung and so on. Names may be in any language as long as Roman characters are used, and any standard corporate suffix is acceptable. The following words cannot be used in the name of a Ni-Vanuatu IC: "Trust", "Bank", "Insurance". Furthermore, words such as "Foundation" or "Charity" may be prohibited pursuant to the discretion of the registrar. Names denoting any connection to local, state or national governments are generally prohibited.
A minimum of one shareholder is required, which may be a natural person of any nationality or a corporate body. The details of the company’s beneficial owners and shareholders are not part of the public records.
There is no specific minimum capital requirement. Although it is not required by law to declare the authorised capital for Ni-Vanuatu ICs, the standard authorised share capital is USD$10,000. The authorised share capital may be expressed in any currency. The minimum issued share capital is either one share of no par value or one share of par value. Ni-Vanuatu ICs may issue registered shares, bearer shares, preference shares, and redeemable shares, shares with or without par value, and shares with or without voting rights.
DIRECTORS AND COMPANY SECRETARY
A minimum of one director is required and corporate directors are allowed. Directors do not have to be residents of Vanuatu. Details of the directors, such as names, do not appear in the public file. A minimum of one director can be either fixed by the constitution or by the members.
It is not mandatory to have a company secretary, but it is recommended. The secretary can be a non-resident of Vanuatu.
A Ni-Vanuatu IC is required to have a registered office and agent in Vanuatu.
There is no legal requirement for AGMs to be held. Directors and shareholders can vote by proxy. Meetings can be held anywhere in the world, and do not have to be in Vanuatu. If held outside Vanuatu, meetings can be conducted through telephone or other means.
Usually the process takes one business day, but we require up to 10-12 working days for legalisation of the documents and delivery by courier.
Note: An International Company can normally be established within one day, as no permit application, or details of beneficial owners or operations, are required. To register an IC, the company must file with the Commission its constitution, which should include the company's name, its purposes (which can be general), its registered office and agent (which must both be in Vanuatu), and whether it is limited by shares or guarantee. Provided the articles of association permit it, a company registered in Vanuatu may continue as a company registered in another jurisdiction upon a resolution of either the directors or shareholders. Likewise, a company incorporated in another jurisdiction may continue in Vanuatu.
RECURRING MAINTENANCE FEES
As from the second year, there are recurring maintenance fees of $1,260. These include:
- Provision of registered agent and registered address
- Payment of annual government fee
The company must be renewed by June 30th every year, irrespective of the date of incorporation.
An International Company is exempt from all forms of taxation in Vanuatu.
AUDIT AND ACCOUNTING
Annual returns or audited accounts are not required to be filed with the authorities. However, it is necessary for ICs to maintain financial records that reflect the company’s financial situation.
OUR SERVICES AND REQUIREMENTS
OUR SERVICES INCLUDE:
- Name check and approval
- Filling of incorporation documents with the Vanuatu Financial Services Commission
- A standard set of original corporate documents:
- Certificate of incorporation
- Minutes of meeting of the incorporator
- Share certificate
- Payment of the government fee
- Provision of registered agent and registered address for one year
- Rubber stamp
Please note: If applying for a corporate bank account you will need to order a full set of apostilled company documents where the account is opened outside of Vanuatu.
Please provide the following documents for all directors, shareholders, beneficial owners, and authorised signatories:
- Notarized copy of valid passport.
- Original or Certified copy of utility bill / bank statement (as verification of residential address, dated within three months).
- Original or certified copy of Banker’s reference letter (dated within three months).
- In cases where shareholders and/or directors are corporate bodies, full apostilled set of corporate documents and certificate of good standing (for companies registered more than one year).
IMPORTANT NOTE: LICENSABLE BUSINESS ACTIVITIES ACTIVITIES
If you conduct any activity without the required license or authorisation granted by a relevant authority in any jurisdiction, Starting Business will not be able to assist you with the company formation or bank account opening related to such unlicensed activity.
Licensable activities include, but are not limited to: provision of financial services involving trading/brokerage in foreign exchange, financial and commodity-based derivative instruments and other securities; offering investment advice to public; insurance and banking; operation and administration of collective investment schemes and mutual funds; payment processing services; money exchange, money transmission or money brokering; asset management; safe custody services; gaming, gambling and lotteries.
Please contact us if you need assistance in the licensing of your financial, Forex brokerage or gambling company.
Shipping of corporate documents or banking kits to your destination requires an extra charge and will be automatically added to your order during checkout. Shipping costs for international courier services are set automatically depending on geographic zones.