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.
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
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 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.
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
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