We are able to supply company documents from the Vanuatu Financial Services Commission (VFSC)
The Vanuatu Financial Services Commission (VFSC) was formally established in December 1993, after the Vanuatu Parliament enacted the Vanuatu Financial Services Commission Act No. 35 of 1993. The Registration Department of the Vanuatu Financial Services Commission is responsible for incorporation of Vanuatu companies, charitable associations, trade unions, business names, trademarks and patents. The Vanuatu Financial Services Commission is responsible for administering the Companies Act (CAP. 191).
We can provide a Company Search, with the latest filed information from the Vanuatu Financial Services Commission including the legal status of the company, company registration details and the current registered office address.
The contents of a Vanuatu company search report on an International company includes:
A company search of a local Vanuatu company includes the following additional information:
Directors details - including where available:
Shareholders details - including where available:
Additional information including:
The search report is provided from the Financial Services Commission and delivered by email in 4 - 6 days.
With an International company registered with the Vanuatu Financial Services Commission the following documents can be provided.
The documents provided in Vanuatu are electronic only. They feature a code and can then be verified at the Vanuatu Financial Services Commission.
We can supply an electronic copy of the certificate of incorporation for a Vanuatu company registered under Section 209 of the Companies Act No. 25 of 2012.
The only returns required to be lodged apart from the constitution are the registration of a charge on any assets of the company, changes of registered office or agent, any changes to the constitution and details of any merger or consolidation. Lodging of annual returns, changes of officers and accounts is not required.
A Vanuatu company has a set of company rules which determine how the company will be administered this is the Company Constitution. This governs how a company must operate internally. and includes things such as the appointment, removal and powers of directors, rules for meetings and shareholder rights. A company may adopt its own tailored articles at the time of its incorporation or simply adopt the model articles already contained in the Companies Act. An electronic copy of the Company Constitution can be provided.
To incorporate, an InternationaI Company must lodge its constitution with the Vanuatu Financial Services Commission . This document is available for public inspection. The only other document available for public inspection is that regarding the registered office.
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.
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 must file the details of their Incorporators, their Registered Office and their Registered Agent and of mortgages and charges on their property.
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 Vanuatu Financial Services Commission publishes a Model Constitution which is available: Vanuatu-Model Constitution