Registration in Vanuatu

It must not contain sensitive words which are prohibited by legislation. Use of the following words: “Building Society”, “Chamber of Commerce”, “Chartered”, “Cooperative”, “Imperial”, “Municipal”, “Royal”, “Assurance”, “Bank”, “Insurance”, “Trust” and any other words implying connection with a university, professional association or activity is the subject of governmental permission. There is a prohibition for words implying patronage or any connection with the governmental bodies or department of any country.

The company’s name must not be very similar to existing names on the registrar and it must not contain improper or objectionable words. It must end with a word or abbreviation signifying a corporate body or Limited Liability Company, for example, “Limited”, “Corporation”, “Incorporated”, “Societe Anonyme”, “Sociedad Anonima”, “Sendirian Berhad”, “Societe a Responsabilite Limitee”, “Besloten Vennootschap” etc.

A Vanuatu IC Company is required to have a registered office address in Vanuatu which must be provided by an authorized registered agent in Vanuatu.

One director is the minimum required. There is no requirement for them to be locals and there is no requirement regarding the place and frequency of the board meetings.

Corporate entities or natural persons can be appointed as directors. The directors’ details are not registered on the public record and cannot be accessed by the public; those details are only held by the registered agent of the IC, who is bound by the law to keep this information.

The appointment of a secretary is not mandatory, but optional. It may be natural of legal personality, notwithstanding regarding the residency.

One shareholder is the minimum required. There is no requirement for them to be locals and corporate entities or natural persons can be appointed as shareholders. There is no requirement regarding the place and frequency of the shareholders’ meetings.

The shareholders’ details are not registered on the public record and cannot be accessed by the public; those details are only held by the registered agent of the IC Company who is bound by the law to keep this information.

The beneficial owners’ details are not registered on the public record and cannot be accessed by the public; those details are only held by the registered agent of the IC Company who is bound by law to keep this information.

The owners of an IC Company are free to determine any amount as the authorized capital at incorporation and it can be denominated in any currency, though the US Dollar is mostly preferred and the amount of USD 10,000 is suggested. The authorised capital is the maximum amount of capital that the company is authorised by its constitutional documents to draw from its shareholders in exchange of shares issued.

A Vanuatu IC Company may have shares, with or without par value, with or without voting rights, preferential or common, bearer or redeemable may be issued in any currency.   

No requirement is imposed on minimum paid up capital at incorporation, this means that the owners of an IC Company are not required to set a deadline as to when such capital must be paid up.

An IC Company in Vanuatu can be incorporated within 3-4 days, Vanuatu is considered to have one of the fastest registries worldwide.

Ready-made but unused ICs are available in Vanuatu, in case you are in need of a quicker incorporation process.

The legislation of the Vanuatu does not contain any requirements regarding the economic substance requirements such as having enough employees, premises or amount or expenditures. The only requirement is to have a registered office address which must be provided by an authorized registered agent in Vanuatu. Also, the Vanuatu IC Company is prohibited to conduct any business activity within the territory of the jurisdiction or with the residents of Vanuatu.

The IC Company must prepare the accounting records but there is no requirement to file its accounting records, nor is it required that those accounts are audited.  Annual returns are not required to be filed.

There is an exemption in the jurisdiction of Vanuatu from any tax on income or profits for IC Companies, given that the company does not carry any business and does not own real estate within the territory of Vanuatu. In addition, Vanuatu imposes no tax on dividends, earnings, rental income, interest royalties and revenues.