All companies in Vanuatu are governed under the Companies Act, except for international companies. The Companies Act was modelled after the 1948 UK Uniform Companies Act. To form any kind of company in Vanuatu, you must obtain approval from the Minister of Finance.
Before this approval is granted, the following information must be submitted:
- Company name
- Limited shares, unlimited shares, or guarantee
- Exempted or local company
- Registered office location
- Information on the first directors: name, nationality, occupation, and address
- Information on the person or persons applying and what their relationship to the company is
- Detailed information on others who have an ownership share within the business but only if the business relates to financing, banking, or insurance
What Is an International Company in Vanuatu?
International companies in Vanuatu are one of the most commonly used for offshore entities. They are governed by the 1992 International Companies Act No 32. Most offshore companies opt for this type of business in Vanuatu. It is also heavily favoured by exempt companies.
With this type of company formation, the business cannot conduct any business in Vanuatu and they cannot own any real estate. Other things that they cannot do are offer public shares; hold an insurance, bank, or trust license; and ask the public to lend money to their business.
Quick Look at the Types of Companies Offered in Vanuatu
Before you submit your application for business to the Minister of Finance for approval, you need to figure out which type of company formations in Vanuatu will work best for you. Here is a quick look at the different types:
- Local Limited Company: This type works for companies that are operating domestically. They can be unlimited, limited by shares, or by guarantee. They can be either private or public. These types of formations must have a secretary. A private one requires one director who is a resident of Vanuatu, while a public one must have two directors. Only one has to be a resident.
- Exempted Company: An exempted company under the Companies Act is not required to file any public disclosure documents. To qualify, though, they must not offer public shares, own any interest in a non-exempt company in Vanuatu, or conduct business locally unless it’s related to their international business.
- Overseas Company: This applies to any companies that are incorporated in a foreign land but have re-registered under the Companies Act. This is when foreign companies migrate to Vanuatu to grow their business.
- General Partnership: This formation is regulated under the 1975 Partnership Regulation. They must obtain a license under the Business License Act and must register their name. Both partners are liable for the other’s
- Limited Partnership: This falls under the 1975 Partnership Act and is made up of a minimum of one general and one limited partner. The partnership cannot have more than 20 partners. General partners are jointly liable for all obligations. Limited ones are only obligated for the amount of capital that they invested.