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Vanuatu Company Documents

We are able to supply company documents from the Vanuatu Financial Services Commission (VFSC)

Vanuatu Financial Services Commission – Register of Companies

Vanuatu company documents

The Vanuatu Financial Services Commission (VFSC) was established in December 1993, after the Vanuatu Parliament enacted the Vanuatu Financial Services Commission Act. The Registration Department of the VFSC is responsible for incorporation of Vanuatu companies, trademarks and patents and is responsible for administering the Companies Act (CAP 191)

Vanuatu Document Fees

  • Company Search Report – by email £168
  • Express Search – an additional £75

The search report is provided from the Financial Services Commission and delivered by email in 4 – 6 days.

Vanuatu Company Search

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 a company includes:

  • Company Name
  • Company Registration Number
  • Company Registration Date
  • Company Type/ Entity Type – local, overseas
  • Company Status – registered, dissolved, removed, amalgamated, dissolved, removed or in receivership/liquidation

A company search of a local Vanuatu company includes the following additional information:

  • Annual Return Filing date
  • Registered Office address and Effective Date
  • Postal address and Effective Date
  • Business activity

Directors details – including where available:

  • Name
  • Address
  • Date of appointment

Shareholders details – including where available:

  • Shareholder name
  • Address
  • Appointment date
  • Share allocation details

Additional information including:

  • Confirmation if Model Articles filed or adopted own articles
  • List of documents filed – summary where available

Vanuatu International Company

With an International company registered with the Vanuatu Financial Services Commission the following documents can be provided.

  • Certificate of incorporation
  • Company Constitution
  • Certificate of Good Standing
  • Mortgages and charges

The documents provided in Vanuatu are electronic and feature a code and can then be verified at the Vanuatu Financial Services Commission.

Certificate of Incorporation

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.

Company Filings

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. filing an annual return, changes of officers and accounts are not on file.

Company Constitution – Memorandum and Articles

Vanuatu Companies have a Constitution instead of the traditional Memorandum and Articles of Association and this governs how a company operates 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. 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

Vanuatu Company Formations

To incorporate, an International Company must lodge its constitution with the Vanuatu Financial Services Commission and this document is available for public inspection.

The only other document available for public inspection is that regarding the registered office.

Vanuatu Company Management

  • A Vanuatu Company may have a single shareholder and director and need not appoint a company secretary or other officers.
  • 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.

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.