Exempted Companies

Exempted companies (as well as local companies) are governed by the Companies Act [CAP. 191], which is also administered by the Vanuatu Financial Services Commission. This Act is based on the Uniform Companies Act (UK) which 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 the 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 Licenses, must be registered under the Companies Act, and cannot in those cases be registered as International Companies.

Exempted companies must file Annual Returns, hold Annual General Meetings, and have a Resident Director.  Certain 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.

Clients owning an offshore company often use our Nominee Companies to act as Directors as well as Nominee Shareholders.  Declarations of Trust are signed by the Nominee Company stating that the shares are held in trust for the beneficial owner(s).  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.