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Vanuatu Company Constitution – Memorandum and Articles

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 appointments, 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.

Vanuatu Companies have a Constitution instead of the traditional Memorandum and Articles of Association. The constitution does not have to state the authorised capital and 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