Vanuatu Company Law - Vanuatu International Companies Act

The Vanuatu International Companies Act defines company law for companies incorporated in Vanuatu. You will find below the key extracts from the Vanuatu International Companies Act along with the full act.

§4. Company Names

(1) An international company shall have as part of and at the end of its name– “Corporation”, “Incorporated”, “Limited” , “Sendirian Berhad”, “Société à Responsabilité,“Besloten Vennootschap”, “Gesellschaft mit beschrankter Haftung” or there abbreviations

(3) No company shall have a name that –

  • is identical with the name of a company registered under this Act or the Companies Act or under which a company has at anytime in the previous 20 years been so registered or so nearly resembles such name as to be in the opinion of the Commission calculated or likely to deceive or mislead;
  • contains any word or expression that, in the opinion of the Commission, suggests the patronage of or any connection with the Government of Vanuatu, a statutory corporation or board or a local or municipal authority;

(4). If the name of a company is to contain other than romanised characters or Arabic numerals, a certified translation of the name in either the English or French languages shall be provided to the Commission

§34. Registered Office and Agent

(1)A company shall at all times have a registered office and Agent in Vanuatu.

(2)Upon incorporation the address of the registered office and the agents name set out in the constitution shall be the first registered office nad agent of the company.

(4)Being a registered agent shall not by itself make the registered agent an officer of the company.

§3. Constitution

(1) The constitution of every company shall state –

  • (a) the name of the company;
  • (b) the address within Vanuatu of the first registered office and name and address of the agent of the company;
  • (d) the objects or purposes for which the company is to be incorporated;
  • (e) whether the company is a company limited by shares, a company limited by guarantee or a company limited both by shares and by guarantee;
  • (f) in the case of a company limited by guarantee, that each member undertakes to contribute to the assets of the company in the event of it being wound up

(2) For the purposes of subsection (1)(d), the constitution may contain a statement as the company being no restricted

(7) The constitution of every company shall be – printed; divided into paragraphs numbered consecutively; and signed by each incorporator.

§36. Director

Subject to any limitations in its constitution, the business and affairs of a company shall be managed by of a board of directors that consists of one or more persons who may be natural persons or bodies corporate.

§39. The directors shall have all the powers of the company that are not reserved to its members in its constitution or under this Act.

§56. Shareholders

(1)Except as otherwise provided in the constitution, all shares vote as one class and each whole share has one vote.

(2) The directors of a company may, in the notice of a meeting, fix any date being on or before the meeting as the record date for determining those shares that are entitled to vote at the meeting and unless so fixed it shall be 7 days prior to the meeting.

§16. Share Types

Subject to any limitations in its constitution, a company shall have the power to issue–

  • registered or bearer shares;
  • shares having special, conditional, enhanced, limited or no voting rights;
  • shares with or without par value;
  • numbered or unnumbered shares;
  • convertible common, ordinary, preferential or redeemable shares;
  • shares that entitle participation only in certain assets;
  • shares, the holders of which are entitled to forfeit them;
  • shares in any one or more currencies;
  • options, warrants or rights, or instruments of a similar nature, to acquire any securities of the company;
  • securities that, at the option of the holder thereof or of the company or upon the happening of a specified event, are convertible into, or exchangeable for, other securities in the company or any property then owned or to be owned by the company; or any combination thereof.

§107. Company Restoration

(1)If the name of a company has been struck off the Register under section 106 the Commission, or a creditor, member or liquidator thereof, may at any time apply within 20 years of the date of striking-off to the court to have the name of the company restored to the Commission.

(3)the company, or a creditor, member or liquidator thereof, may within 3 years immediately following the date of the striking-off, apply to the Commission to have the name of the company restored to the Register, and upon payment to the Commission of:

  • all fees due under section 111;
  • the licence fee stated in the notice referred to in section 106(5); and
  • a licence fee in the amount stated in the notice referred to in paragraph (b) for each year or part thereof during which the name of the company remained struck off the Register
Ask System Day
only required if you wish us to call you back