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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:
it must meet the solvency test i.e. it can do what it wishes with its
assets so long as it remains solvent;
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)
it does not have the concept of authorised capital;
it may be limited by shares, guarantee or both;
it may have shares that are in registered or bearer form.
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";
it has a constitution instead of a Memorandum and Articles of Association;
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.
it must have a Registered Agent and Registered Office in Vanuatu;
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;
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;
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;
it is exempt for 20 years following incorporation from tax on profits,
capital gains or distributions and
stamp duty;
the company may purchase, redeem or hold its own shares, as long as it
does not become the sole
member;
it may hold Vanuatu bank accounts in major currencies. There are no
exchange controls into or out of
Vanuatu;
it must lodge with the Financial Services Commission any charges against
its assets;
it must have a copy of its Register of Members kept at its Registered
Office;
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;
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.
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