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 to 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.  The Constitution need state:

  • the company’s name

  • its objects and purposes, which may be general

  • its registered office and agent, which must both be in Vanuatu, and

  • whether it is limited by shares or guarantee.

The Constitution is signed by the Incorporator(s) who are deemed to be members until shares are allotted and can appoint the First Directors to the company after incorporation.

Apart from its Constitution, and details of 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.

Disclaimer

These pages are intended to provide general information on a particular subject or subjects. They are not an exhaustive treatment of such subjects, nor do they create a business or professional services relationship. The information contained herein is not intended to constitute accounting, tax, investment, legal or other professional advice or services. The material discussed is meant to provide general information, and should not be acted on without obtaining professional advice appropriately tailored to your individual needs.


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