Vanuatu offshore companies
International companies are a widely used vehicle for
holding various investments such as property, shares, patents etc., and
can also be useful in operating trading businesses. Both their taxfree
status and the secrecy provisions embodied in the legislation makes this
type of company attractive to individuals and established companies
alike.
An international company in Vanuatu has the following features and
benefits:
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it must meet the solvency test i.e. it can do what it wishes with its assets so long as it remains solvent;
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there is a high degree of confidentiality. The Financial Services Commission does not require to know the identities of the beneficial owners; (podatke pa mora imeti registered agent)
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it does not have the concept of authorised capital;
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it may be limited by shares, guarantee or both;
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it may have shares that are in registered or bearer form.
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the company name may use any words or abbreviations in any language which connotates the existence of a body corporate e.g. "Inc" or "Incorporated", "Corp" or "Corporation" may be used in the place of "Limited";
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it has a constitution instead of a Memorandum and Articles of Association;
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there must be at least one director, who may reside anywhere in the world, and may be a natural person or a company. This information is not on public record.
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it must have a Registered Agent and Registered Office in Vanuatu;
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has "incorporators" rather than "subscribers" because they do not subscribe for shares. The first shares are allotted by the director(s) and there is no need for transfers of shares out of the names of the incorporators to the intended shareholders of the company or their nominees;
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there is no requirement for audit and the records and registers may be kept anywhere. There is no requirement to hold Annual General Meetings or to file annual returns;
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the company is of an "offshore" nature. It is not permitted to do business in Vanuatu other than with another international company, and deal with its accountants, lawyers and bankers;
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it is exempt for 20 years following incorporation from tax on profits, capital gains or distributions and stamp duty;
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the company may purchase, redeem or hold its own shares, as long as it does not become the sole member;
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it may hold Vanuatu bank accounts in major currencies. There are no exchange controls into or out of Vanuatu;
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it must lodge with the Financial Services Commission any charges against its assets;
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it must have a copy of its Register of Members kept at its Registered Office;
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it may continue under the laws of another jurisdiction or become an International Company by continuing in Vanuatu so long as the previous jurisdiction does not specifically prohibit continuation outside that jurisdiction;
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may have shares that are in registered or bearer form, have full, conditional, partial or no voting rights, with or without par value, and be convertible, common, preferential or redeemable, subject to forfeit or not, and issued in any currency.
