Vanuatu Company Formations

To incorporate, an InternationaI Company (IC) must lodge its constitution with the Vanuatu Financial Services Commission (VFSC). This document is available for public inspection. The only other document available for public inspection is that regarding the registered office. Incorporation takes 2 days. Upon registration, a Certificate of Incorporation is issued.

Vanuatu Company Names

Names may be in English or French or in any other language as long as a translation is provided. One of the tasks of consuls appointed under the VRS consular program is to verify foreign language names for International Companies

Vanuatu Company Management

  • A Vanuatu Company may have a single shareholder and director and need not appoint a company secretary or other officers.
  • Meetings can be held anywhere in the world and maybe held in any manner whatsoever, provided the shareholders can hear and recognise each other's voices.
  • A company may keep its records and minutes at the registered office or at such other place as the directors may determine.
  • A copy of the register of members must be kept at the registered office.
  • The registered office must be based in Vanuatu.

Capital Structure

A Vanuatu Company does not have the concept of authorised capital. They may have shares that are in registered form, have full, conditional, partial or no voting rights, be with or without par value, be numbered or unnumbered, be convertible, common, ordinary, preferential or redeemable, be entitled to participation only in certain assets, subject to forfeit and issued in one or more currencies. It is not compulsory for an IC to issue share certificates.

A company may purchase or redeem or hold its own shares, provided the company does not become the sole member of itself.

Exemptions

Companies are automatically exempted from stamp duties, exchange controls and taxes on profits, capital gains and distributions for a period of 20 years from incorporation.

These cannot do business in Vanuatu.

International Companies have a public file but such companies do not have to file an Annual Return. They have a “Constitution” instead of Memorandum and Articles of Association. They must file the details of their Incorporators, their Registered Office and their Registered Agent and of mortgages and charges on their property.

They have a “Constitution” instead of Memorandum and Articles of Association. They must file the details of their Incorporators, their Registered Office and their Registered Agent and of mortgages and charges on their property.

Constitution

Vanuatu Companies have a "Constitution" instead of the traditional Memorandum and Articles of Association. The constitution does not have to state the authorised capital. It does not have to name shareholders or first directors. The constitution must state the following:

  • The name of the Company
  • The address within Vanuatu of the first registered office
  • The name and address within Vanuatu of the first registered agent
  • The objects or purposes for which the Company is to be incorporated
  • Whether the Company is to be limited by shares

Vanuatu Model Constitutions

The Vanuatu Financial Services Commission publishes a Model Constitution which is available: Vanuatu-Model Constitution

We provide an alternative model - The alternative model is very similar to the statutory model but removes the provisions for bearer shares and bearer warrants that are likely to cause suspicion and potential investigation and makes appropriate consequential changes. In the alternative model, the directors can issue new shares without restriction, there are no preemption rights over shares, a director can be removed by a simple shareholder majority vote and so forth.

A PDF version of the alternative model constitution is available at alternative Vanuatu Model Constitution

Vanuatu fees to Incorporate
  • Company Formation - £1640
  • Registered Office fee - £680
  • Government Fee - (VUV 33,800) - £250
  • Company Secretary if required - £400
Vanuatu Annual Maintenance Fees
  • Registered Office Fee - £680
  • Government Fee - (VUV 33,800) - £250
  • Company Secretary if required - £400
  • Directors Register Maintenance - £120
Vanuatu Advantages
  • Time - only 2 days to incorporate your company
  • Directors - only one director, of any nationality, is necessary for your company
  • Shareholders - only one shareholder, of any nationality, is required
  • Shareholders - 100% foreign shareholders allowed
  • Share Capital - the share capital requirement for a International Company is $100
  • Support - using our 20 years experience we guide you throughout every step of the company formation process
Required to Proceed
  • Company Name - We can check your company name is available
  • Passport - colour scan of your passport
  • Documents - copy of a utility bill, credit card or bank statement showing your private address
  • Start now - complete here
  • Upload - proof of address & copy passport can be uploaded here