Vanuatu: Types of Company
The "International Company" is the most commonly used offshore entity. The law governing International Companies is set out in the International Companies Act No 32 of 1992. With the passage of this Act, most offshore companies elect to be 'International Companies' and most exempted companies have now converted to International Companies. International Companies 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.
The International Company can normally be established within one day, as no permit application, or details of beneficial owners or operations, are required. To register, the company must file with the Commission only its constitution, which need contain only 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.
The following are the key characteristics of an International Company (IC):
- An IC must have a registered office and a registered agent in Vanuatu;
- The company's constitution (governing document), registered office and registered agent are available on public file;
- There is no minimum capital; the capital can be expressed in any currency;
- Shares can be in registered or bearer form, can be with or without par value, can have full, partial, conditional or no voting rights, and can be convertible, common, preferential or redeemable;
- An International Company needs a minimum of one shareholder (can be a nominee) and one director; corporate directors are permitted;
- A corporate secretary is not required but is permitted, and the secretary does not have to be located in Vanuatu;
- An IC does not have to keep or file accounts nor is it required to file an annual return;
- There are no restrictions or requirements on the holding of an annual meeting.
An International Company may not conduct business in Vanuatu, own an interest in real estate in Vanuatu except the lease of premises from where it conducts its international business, offer shares to the public, hold a banking, trust or insurance licence, or solicit the public to deposit with or lend money to the company.
The International Companies Act imposes a solvency test on ICs - directors are responsible for ensuring that any distribution leaves the IC able to meet its liabilities, and can be personally liable for any shortfall.
At the time of writing, the incorporation fee is USD150 and the annual registration fee is USD300. An International Company is exempt from all forms of taxation for 20 years from the date of registration.