Overview of Company Registration in Vanuatu

Vanuatu is considered the “Pristine paradise”, this state is compactly located in the southwestern part of the vast Pacific Ocean. The very same name means "this land forever.  This state is not just attractive due to its nature and culture but also because of the tax benefits that it provides.  Small independent republic in the Pacific Ocean confidently acquires the status of a supportive and welcoming haven for entrepreneurs from around the world.

Consequently, more and more business representatives seek to register offshore in Vanuatu. A young and extremely active state in terms of economic development does not cease to increase the pace of registration of offshore companies in its territory.

Benefits of Company Registration in Vanuatu

Company registration in Vanuatu can provide the following benefits:

Zero Corporation Tax

This is one of the major reasons due to which entrepreneurs choose to register a company in Vanuatu, as there are not many countries in the world that offer such an attractive incentive for foreign businesses. There are other important tax concessions which are must be discussed with experts, as they have a wealth of knowledge on the taxation system.

Confidentiality

The disclosure of the names of the directors, owners or shareholders in the public records is not mandatory in Vanuatu. Furthermore, directors and shareholders don’t have to be citizens of Vanuatu, plus there is no limit to the number of shareholders within the company. Some investors prefer to remain anonymous for many reasons, and the law in Vanuatu doesn’t require a corporation to reveal the names of owners, directors and shareholders.

Stable Political Environment

There have never been any issues in Vanuatu regarding political unrest or anything that might disrupt the economy. When planning for registering a company in a foreign country, the entrepreneur must take care to ensure that their investment is safe, and with a very solid history, Vanuatu is the ideal base for company registration.

English is the Spoken Language

The great thing about doing business in Vanuatu is the absence of the  requirement for the business necessary papers to be  translated into English, as this is the language that is commonly used in this Pacific Island republic.  The meetings can be held in English, which means every aspect can be understood clearly, unlike in some foreign countries, where they speak a language that is very hard for foreigners to understand.

No Minimum Capital Requirement

There is no minimum capital for company registration in Vanuatu which attracts most entrepreneurs to set up their businesses.

Eligible Business Structures for Company Registration in Vanuatu

Following are the eligible business structures for Company Registration in Vanuatu:

International Company (offshore)

This business entity can be incorporated by foreign persons for operating a business outside Vanuatu. The financial responsibility of founders (shareholders) may be restricted by (i) shares – within the number of their contributions only and (ii) guarantee – within the stipulated amount of funds. Any requirements with respect to the statutory capital are not present here.

Limited Liability Company

It is a commercial entity wherein shareholders bear the restricted liability within (i) the price of the shares owned (for a company limited by share) or (ii) a guarantee – a certain established amount (a company limited by guarantee). This commercial vehicle may be either (i) private – where there exists certain restrictions’ regarding the transfer of the shares and limit of shareholders that must not exceed 50 shareholders and (ii) public – where shares can be freely offered to the public, mainly for raising funds.

Exempt Company

 This type of business entity is exempted from filing annual accounts and auditing. It is also exempted from fulfilling the public disclosure demands – there are no public files about exempt companies.

General Partnership

 This is a business formation that can be established by at least two persons having the entire responsibility for all results of the partnership’s operation.

Limited Partnership

 This type of company can be formed with at least one partner bearing unlimited liability for all results of the partnership’s operation and at least one partner bearing limited liability for all partnership's undertakings. The number of partners shouldn't exceed 20.

Overseas Company

A non-resident company may re-register itself in Vanuatu and continue operations at this destination. In this case, finding two Vanuatu residents who will handle the responsibility of accepting notices is necessary.

Eligibility Criteria for Company Registration in Vanuatu

The entrepreneur must fulfil the following eligibility criteria for company registration in Vanuatu:

• Minimum 1 shareholder
• Minimum 1 director
• 1 registered agent
• 1 registered office address

necessary papers Required for Company Registration in Vanuatu

The necessary papers required for company registration in Vanuatu are:

• Constitution
• Application for a Permit to Form an Incorporated Company
• Notice of Registered Office

Procedure for Company Registration in Vanuatu

The procedure for company registration in Vanuatu is as follows:

Check availability of the business name with the VFSC

The entrepreneur is required to check the availability of the business name with the VFSC and find a unique name for the company.

Apply for foreign investment approval with the Vanuatu Investment Promotion Authority

Foreign entrepreneurs must obtain a Foreign Investment Application Certificate from VIPA before starting a business in Vanuatu. VIPA authorises all new investments into Vanuatu and checks that the business fits within Vanuatu's investment guidelines.

Apply for a permit to form an Incorporated Company with or without limited liability with the VFSC

According to the Companies Act, an application for a company incorporation permit must be filed with the minister of Finance via the VFSC by the entrepreneur. The steps for company formation shall depend upon the type of company, i.e. local, overseas or international company.

Register the business name with the VFSC

After completing the above-mentioned steps, the entrepreneur must get the company name registered and obtain the business registration certificate.

Obtain the Business Licence

The entrepreneur must obtain the required business licences depending upon the activities of the business.

Open a Corporate Bank Account

A corporate bank account must be opened by the entrepreneur to carry out the daily transactions of the business.

 

 

Frequently Asked Questions

What are the eligible business structures for company registration in Vanuatu?

The eligible business structures are International Company (offshore), Limited Liability Company, Exempt Company, General Partnership, Limited Partnership, and Overseas Company.

What are the benefits of Company Registration in Vanuatu?

The benefits are zero corporation tax, confidentiality, a stable political environment, English as the spoken language and no minimum capital requirement.

Who checks the availability of names?

The availability of names is checked with the help of the Vanuatu Financial Services Commission (VFSC)

Who provides the foreign investment approval?

This approval is granted by the Vanuatu Investment Promotion Authority (VIPA)

Which business licences must be obtained by the entrepreneur?

The business licences that must be obtained by the entrepreneur shall depend upon the type of business activity carried on by the entrepreneur.