To carry on business in Vanuatu as a company, you will need to incorporate a local company as a Vanuatu offshore company is not permitted to carry on business in Vanuatu, only outside of Vanuatu – “offshore”.
A Vanuatu Local company must have as a minimum:-
(i) 1 Resident Director
(ii) 1 Shareholder
(iii) 1 Secretary.
The company can have any number of shares, however, can be issued for any price. There is no longer authorised capital, par values or partly paid shares under the new Companies Act. For simplicity, this is usually denominated in the local currency, the Vatu as most local companies are incorporated to trade locally.
A Local company can also be used for property holdings. This has many advantages. One is that when selling the property, you may just sell the company with the asset, by transferring the shares of the company. This will minimize the time in finalizing ownership bypassing the requirement to obtain consent from the customary land owner, registering the Lease in the new owner’s name etc, though Stamp Duty still applies on change of ownership but at a reduced rate.
The advantage as such holdings companies is that they are exempted to apply for business licenses and VIPA approval for the owners when local companies are used for such purposes.
A local company is required to register for VAT, if the company’s turnover is VT4,000,000 or more per annum. VAT is 12.5% on sales. VAT can also be claimed back from business expenses.
The company is also required to file audited accounts if the turnover is VT50,000,000 to minimize compliance cost for smaller businesses.
Moores Rowland can assist you in incorporating your local company.
We incorporate local companies with a minimum 1 director. This is to satisfy the requirement of a local resident director and to allow other non-resident shareholder/s to be represented on the board.
Our annual corporate management/maintenance fee provides for the following:
1 or 2 x Nominee Directors,
1 or 2 x Nominee Shareholders,
1 x Secretary,
The annual fees are paid on anniversary date annually.
With regards to amendments made to the Companies Act, we are now requested to submit the following documents to Vanuatu Financial Services Commission (VFSC) for new Incorporation:
Due Diligence Documents on Director / Shareholder and Beneficial Owners:
1) Notarised Passport
2) Proof of Address
3) Curriculum Vitae
4) Source of funds
5) Notarized Police Clearance from the place of origin
6) Declaration of Interest in any other entities
Application for registration of a local company (Section 6 Companies Act 2012)
1. Choose a company name.
2. Choose a company type. e.g. Private Company, Public Company or Community Company.
Use the model rules for the new private company.
3. The address of the registered office must be a physical address in Vanuatu. Must not be a PO Box or Private Bag address.
4. Postal address where communications from the Registrar may be sent (e.g PO Box). May be the same as the registered office only if the postal service delivers to that address.
5. Company Directors
At least one of the directors must be a natural person. If you are a director of a company in Vanuatu, you must comply with the requirements of the Companies Act. All the directors of the company shown have consented to act in that capacity. The director(s) will show full legal name, physical address, postal address, gender (if a natural person), registration number, (if a registered entity), email, nationalities or jurisdictions.
The Applicant attests that the person shown as shareholder(s) has/have consented to act in this capacity.
If the shareholder is a natural person, provide their physical address, postal address, gender (if a natural person), registration number, (if a registered entity), email, nationality or jurisdiction and he number of share(s) he or she will be holding in a company.