Registration of a company in Vanuatu

Vanuatu can be a suitable option for establishing an offshore or any other type of company. The jurisdiction offers various tax and other incentives as well as ensures the confidentiality of running a business. If you consider an option of incorporating a company in Vanuatu, this can be made in one of the next forms.

Major Forms of Legal and Business Presence

If you want to expand a business by establishing your legal presence in Vanuatu, you may do this in one of the next forms:

• International Company (offshore) – a business entity that can be incorporated by foreign persons for operating a business outside this country. The financial responsibility of founders (shareholders) may be restricted by (i) shares – within the amount of their contributions only and (ii) guarantee – within the stipulated amount of funds. Any requirements concerning the statutory capital are absent here. This form of entity is not suitable for banking, insurance activities, trusts as it is not eligible for obtaining respective licences.
• Limited Liability Company – a commercial entity where shareholders bear the restricted liability within (i) the price of the shares owned (for a company limited by share) or (ii) guarantee – a certain established amount (a company limited by guarantee). This commercial vehicle may be either (i) private - where certain restrictions concerning the transfer of the shares exist and should be no more than 50 shareholders and (ii) public - where shares can be freely offered to the public, mainly for raising funds.
• Exempt Company – a corporate entity that is exempted from certain demands to file annual accounts and is not audited. It is also released from fulfilling the public disclosure demands – there are no public files about exempt companies.
• General Partnership – a business formation that can be established by at least two persons who are entirely responsible for all results of the partnership's operation.
• Limited Partnership – a commercial formation that may be established by at least one partner who bears the unlimited liability for all results of the partnership's operation and at least one partner who bears the limited liability for all partnership's undertakings. The number of partners should not exceed 20.
• Overseas Company – a non-resident company may re-register itself in Vanuatu and continue operating here. In this case, finding two Vanuatu residents who will be responsible for accepting notices becomes necessary.

Registration Requirements and Steps

Registration of a company in Vanuatu may require completing these general actions:

1. Identifying main business objectives for a future entity
2. Choosing a business name for a future company.
3. Arranging the registered office and agent for a future commercial entity.
4. Collecting the data about shareholders and beneficiary owners.
5. Choosing the company’s management.
6. Drafting and formalizing the entity’s constitution.
7. Submitting the set of documents to the Registrar of Companies for the entity incorporation.
8. Registering for tax and social security purposes.
9. Opening a bank account for a future commercial vehicle.
10. Obtaining additional licenses (required for specific types of activities).

These steps are preliminary. Concrete stages and the set of registration documents may vary on a case-by-case basis.

Legal and Regulatory Framework

This jurisdiction opens a number of benefits for entrepreneurship. It provides advantageous tax conditions and ensures the framework where running a business is comparatively easy.

The local legal system is based on English Law. The major legal acts regulating the establishing and maintaining of corporate entities in Vanuatu are the Companies Act, the Vanuatu International Companies Act, the Partnership Act.

The main state bodies that can regulate the matters of operating commercial vehicles are the Vanuatu Investment Promotion Authority, the Financial Services Commission, the Department of Customs and Inland Revenue.

Advantages of the Jurisdiction

Opening a company in Vanuatu may be promising in view of these potential benefits:

• Comparatively fast and non-costly registration procedure
• Tax haven
• Meetings of the vehicle’s shareholders can be arranged outside the country
• Confidentiality of data about the controlling persons (it can be available only based on an issued court order)
• No requirements for the compulsory financial reporting
• Zero currency control

Tax System of Vanuatu

If you assess an option of registering a company in Vanuatu offshore, the next tax highlights may help during the assessment:

• Corporate tax – 0%
• Personal income tax – N/A
• Value-added tax – 0% or 12.5 %
• Withholding tax – N/A
• Capital gains tax – N/A

How Prifinance Specialists May Help You

Prifinance specialists are ready to facilitate the process of setting up a company in Vanuatu, make all necessary arrangements, draft documents, and provide the registration process in fact. We will be also glad to assist you with opening a bank account for your company in Vanuatu and support its operation further. If you evaluate such an opportunity, we can also offer you other alternatives suitable for your business priorities. Reach us shortly for more precise suggestions and discussions.