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Vanuatu

 Vanuatu (formerly the New Hebrides) have a population of 234.309, the territory consists of approximately 80 islands situated about 2,250 kilometres (1,406 miles) north east of Sydney the total area is approximately 12,190sq. km (4,710 sq miles). The capital is Port Vila located on the Island of Efate. Vanuatu as a true international finance centre was established in 1971.

For a jurisdiction in a remote location, Vanuatu is quite well serviced by a professional infrastructure of accountants, banks, lawyers and trust companies. The domestic banking system in Vanuatu consists of two foreign owned banks and two locally owned banks. These banks are subject to the supervision of the Reserve Bank of Vanuatu. There are also eight international banks registered in Vanuatu which are subject to the supervision of the Reserve Bank of Vanuatu under the International Banking Act No.4 of 2002. The banking system in Vanuatu is generally well regulated 

Vanuatu has no income tax, capital gains tax, withholding tax and estate duty; there are no exchange controls and no reporting requirements in relation to movements of funds.

In Vanuatu most of the banks offer accounts in which the funds can be held in any major currency and easily switched from one currency to another. There are a number of well known banks such as ANZ Bank and Westpac as well as the National Bank of Vanuatu which is a local bank. Of course the extensive range of financial facilities is a major plus if you trade worldwide although many clients forming a company in Vanuatu often bank in Europe or elsewhere. Another factor, which is crucial in today's business environment, is the Islands first class international communication facilities and in this area Vanuatu can match the standards of other better-known finance centres.

Some clients are surprised that a remote group of islands provide such extensive financial, legal and banking expertise within the finance centre. When this is combined with strict confidentiality, which is rigidly assured for offshore entities, by means of strict secrecy provisions contained within the various pieces of legislation Vanuatu becomes a very interesting location for an offshore structure.

Vanuatu enjoys a reputation for successfully maintaining the integrity of its jurisdiction. Two pieces of legislation introduced in 1990, the Mutual Assistance in Criminal Matters Act and the Serious Offences (Confiscation of Proceeds) Act, help to prevent money laundering activity within the jurisdiction whilst still ensuring confidentiality for legitimate businesses. 

The Entities

The types of entity used in Vanuatu include international companies, exempted companies, trusts and local companies. The first three entities are designed for offshore use and the fourth, local company entity is for those wishing to operate within Vanuatu. 
 
International Companies

International companies are governed by the International Companies Act No. 32 of 1992, which is administered by the Vanuatu Financial Services Commission. This Act was designed specifically to re-establish Vanuatu's competitive edge with other offshore financial centres. An international company can be extremely flexible in its corporate structure, enjoys few reporting requirements, is subject to reduced government fees and is exempt from stamp duty.

An international company can be established within 24 hours of receipt of instructions, or even within 1 hour on special request (and an extra fee of US$100). To register, the company must lodge with the Commission only its Constitution, which is the Act's equivalent of a Memorandum and Articles of Association.

All the constitution need state is:

The constitution is signed by the incorporator(s). The incorporators are deemed to be members until shares are allotted and can appoint the first directors to the company after incorporation.

Apart from this constitution and any charges against its assets, an international company need not lodge any other returns. Those that are filed are accessible to the public. Note however, that there need not be any disclosure to anyone of the shareholding, the beneficial ownership or the directorships.

The name of an international company may be in any language, as long as the Commission is provided with a certified translation into English or French. The company may issue shares with or without par value, bearer shares and shares with full, conditional, partial or no voting rights. The company can have a single shareholder and a single director who need not be resident in Vanuatu. Meetings may be held anywhere in the world.

An international company can operate a bank account in Vanuatu, but cannot carry on business in Vanuatu, except in furtherance of its international business. 

Exempted Companies

The Companies Act [CAP. 191], which is also administered by the Financial Services Commission governs exempted companies (as well as local companies). This Act is based on the Uniform Companies Act (UK) that formed the basis of company law in most Commonwealth countries. Up until May 1993 and the introduction of the International Companies Act, the exempted company was the only type of "offshore company" available.

Clients wishing to use Vanuatu as a domicile of an offshore company can choose either an international company or an exempted company. In most cases, the choice will be the international company. However, companies that offer shares to the public or that hold banking, trust or insurance licences, must be registered under the Companies Act.

Exempted companies must file annual returns, hold annual general meetings and have a resident director. Strict secrecy provisions apply to exempted companies and despite the additional reporting requirements, the secrecy is complete, i.e. no papers filed are accessible to the public.

To enhance secrecy, clients owning an offshore company often use our nominee companies to act as directors as well as nominee shareholders. The nominee company stating that the shares are held in trust for the beneficial owner signs declarations of trust.

If the beneficial owner does not wish to be a director, but wishes to be able to transact business on behalf of the company, it is possible to issue a limited power of attorney. This, however, can associate the attorney to control of the company, which in some jurisdictions may be disadvantageous. 
 
Our Fees

Initial set up cost: $2150 / £1399 / €1695 including first years fees 

Normal ongoing maintenance costs after the first year - excluding nominees: $995 / £625 / €745

If you require an internet domain registration to accompany the formation click here  



UK / Ireland020 7175 0041
(International +44 20 7175 0041)
US / Canada1 954 866 5986
(INTERNATIONAL +1 954 866 5986)
Australia and New Zealand+61 2 9191 7472
(INTERNATIONAL +61 2 9191 7472)
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