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Vanuatu is a Pacific island nation located in the South Pacific Ocean. Its official name is “Republic of Vanuatu”. Situated on a volcanic archipelago, its land area totals 4,706 square miles (12,189 kilometers) with an estimated population of 287,000. Vanuatu is located west of Fiji, southeast of the Solomon Islands, northeast of New Caledonia, 340 miles (540 kilometers) east of New Guinea, and 1,090 miles (1,750 kilometers) east of northern Australia.
Vanuatu operates under English Common Law. However, Vanuatu’s Constitution provides that Parliament can revoke any pre-independence British laws.
The laws which regulate corporations in Vanuatu are:
• The International Companies Act (1993);
• The Companies Act; and
• The Banking, Insurance, Stamp Duties and Trust Companies Act.
The International Companies Act (IC) holds directors personally responsible for ensuring that the IC is able to meet its liabilities. The Financial Services Commissioner administers these laws and the Vanuatu Supreme Court adjudicates any conflicts.
Vanuatu corporations receive many benefits including:
• No Corporate Tax: Vanuatu does not impose taxes on its corporations.
• Privacy: Vanuatu corporations do not need to disclose their beneficial owner or shareholders, or its directors in any public records.
• One Shareholder: Vanuatu corporations are only required to have a minimum of one shareholder.
• Bearer Shares: Vanuatu allows its corporations to issue bearer shares to protect the privacy of their shareholders.
• Government Stability: Vanuatu has a very stable government with no history of political unrest.
• English: The official language of Vanuatu is English.
• Low Minimum Authorized Shares Capital: The minimum authorized share capital of corporations in Vanuatu is $300 USD.
Vanuatu corporations must pick a unique name that is not similar to already existing corporation names. Typically, three versions of the corporate name are submitted with the hope that one of them will be approved.
Office Address and Local Agent
Vanuatu corporations must have a local registered agent and a local office address. This address will be used for process service requests and for official notices.
Vanuatu corporations must have at least one shareholder. There is no maximum number of shareholders. Shareholders do not have to be residents of Vanuatu.
Bearer shares are permitted in Vanuatu.
Directors and Officers
Vanuatu corporations must have at least one director. Directors do not have to be residents of Vanuatu.
A company secretary is not required in Vanuatu.
The minimum authorized share capital of corporations in Vanuatu is $300 USD.
Vanuatu does not impose taxes on its corporations.
The minimal annual fee for renewal of a Vanuatu corporation is $300 USD.
Vanuatu corporations do not need to disclose their beneficial owner, shareholders, or directors in any public records.
Accounting and Audit Requirements
Vanuatu corporations are not required to keep annual lists of directors and shareholders in their corporation records.
Offshore corporations in Vanuatu are not required to file annual returns or submit yearly accounting records.
Annual General Meeting
Vanuatu corporations are not required to hold annual local meetings.
Time Required for Incorporation
Vanuatu incorporation can take approximately two business days. Timely completion depends on the time it takes for the corporate name to be approved, as well as, how accurately the applicant completes its registration documents.
Shelf corporations are available in Vanuatu for faster incorporation.
Vanuatu corporations receive many benefits including: no corporate tax, only one shareholder is required for incorporation, a very low minimum authorized shares capital, English is the official language; greater privacy as corporations do not have to disclose the identity of owners, shareholder, or directors in any public records and can issue bearer shares to provide additional privacy to its shareholders.