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Vanuatu International Companies

 

We can do your tax free Vanuatu International Company basic formation for the low price of only US$795, with renewals at a similar cost.

 

In spite of our advice on our home page we still have inquiries for international companies to be registered in Vanuatu, where there are no taxes to be paid by such companies and there is no reporting of accounts. We do have a suitable licensed Registered Agent in Vanuatu who is part of our network of independent consultants.

 

Vanuatu is not only competitive with such places as Belize and Seychelles - it has much stronger privacy to give comfort to you and your clients. Vanuatu calls these structures International Companies (IC same as IBC). The meaning is exactly the same. While Vanuatu is the most private we can also attend to company formation in other jurisdictions. Please just ask.

 

We can organise the incorporation of an International Company in Vanuatu, providing a basic registration, compulsory Registered Office and Registered Agent for a very low fee of US$795, or equivalent in Euro / GBP upon request. Our licensed Registered Agent here is a second generation local with support from experienced people.

 

Please be aware that there is also an annual government fee to pay on the anniversary date of US$300, plus renewal of Registered Office and Registered Agent.

 

We can help you with support activity, including asset protection trust and office address services, should you require any of these.

 

Having chosen a Vanuatu International Company, you may well seek a suitable bank for your business activity. We urge you to avoid banks in Vanuatu, who are paranoid about the remote possibility of handling dirty money, and ask us for a suitable bank in another country. We have a number of options that we can assist with.

 

If your business activity may benefit from the procurement of a Securities License that also covers Forex and a range of other activities, then please see the Pres Release that we have picked up here.

 

We can form your company here from just US$795. For more information including pricing, enquire now by email. Chinese clients may wish to view the website at 鎧馬.asia.  We can handle documentation in English, Russian and Chinese also.

 

Privacy - taken straight from the Act - click here

 

A Vanuatu International Company:

1.            Has a modern "Constitution" instead of an old style Memorandum and Articles of Association.

2.            Has abandoned the concept of authorized capital.

3.            May be limited by shares, guarantee or both.

4.            Has "Incorporators" rather than "Subscribers" because they do not subscribe for shares. The first shares are allotted by the directors and thus there is no need to transfer shares out of the names of the incorporators to the company purchasers (or their nominees).

5.            Deems incorporators to be members until one or more members are registered.

6.            May have a single incorporator as well a single member.

7.            Need not name its first directors in its Constitution. They will be subsequently appointed by the incorporators who exercise the powers of directors until the first directors are appointed by them.

8.            May have its official name in any language including Chinese, or Russian (with a requirement for a second official name in either English or French).

9.            Must have in its name a word or popular abbreviation thereof, which connotes the existence of a body corporate with limited liability.

10.         Need not appoint a Company Secretary or other officers.

11.         Need not hold Annual General Meetings nor file Annual Returns

12.         Has all the powers of a natural person.

13.         Must have a Licensed Registered Agent in Vanuatu (who need not be an officer).

14.         Must have one or more directors (natural persons or corporate) who may reside anywhere in the world.

15.         May transfer its assets to trustees acting on behalf of third parties.

16.         May not carry on business or own land in Vanuatu except in furtherance of its international business.

17.         May change its status to/from being limited by shares/guarantee.

18.         May have shares that are in registered form, have full, conditional, partial or no voting rights, with or without par value, and be convertible, common, preferential or redeemable, subject to forfeit or not, and issued in any currency.

19.         May purchase or redeem or hold its own shares without court approval, so long as the IBC does not become the sole member of itself.

20.         May convert from/to no par value, change currencies.

21.         May issue fractional shares.

22.         May issue share warrants in registered or bearer form.

23.         Need not issue share certificates (non certificated form).

24.         May apply to the Vanuatu court to not recognize any acquirer of shares in the company if they were acquired by force, confiscation, imposition of any tax, assessment or other foreign government charge.

25.         May do anything by resolution of directors/members that could be done by a meeting of directors/members.

26.         May make loans to directors.

27.         Need not appoint any Vanuatu resident as director(s) or hold any meetings in Vanuatu.

28.         Shall indemnify any person who has acted in good faith on behalf of the company.

29.         May hold meetings anywhere in the world, which may be held in any manner so long as the members can hear and recognise each other's voice.

30.         May keep its accounts, records, minutes, and registers any place in the world it wishes, but they must be brought into Vanuatu if the Registrar so directs.

31.         May adopt a "Common" or "Corporate" seal which may be affixed anywhere in the world.

32.         May execute contracts under seal or by signature of director(s).

33.         May ratify any pre incorporation contract, whereupon that contract will bind the company as if it were the party when the contract was made.

34.         Must lodge with the Registrar, its Constitution, the location of its registered office, and the name of its Registered Agent and any changes thereto, all of which are available for public inspection.

35.         Must register all charges against the assets of the company to be valid. Such registration is not available for public inspection.

36.         May voluntarily lodge with the Registrar details in respect of Directors, Secretaries and Members. But Ultimate Beneficial Ownership has to be disclosed to the Registrar, who is prevented by law from making the details public.

37.         May issue debentures or series of debentures and if issued they may by their terms suspend the votes of the members.

38.         May not offer its shares or debentures to the public.

39.         May merge with another company with one of them surviving or consolidate with another company resulting in a new company.

40.         Continue its existence under the laws of another jurisdiction or become an IBC by continuing in Vanuatu so long as the previous jurisdiction does not specifically prohibit continuation outside that jurisdiction.

41.         May delay for up to 3 years its continuation in Vanuatu or moving out of Vanuatu after approval has been granted.

42.         May be struck off if it no longer qualifies as an IBC.

43.         May hold shares in Vanuatu local or exempted companies e.g. Banks or Insurance Companies.

44.         Is obliged to pay all government fees in US$, the main ones of which are:

1.             US$150 upon registration

2.             US$300 each anniversary of incorporation

45.         Need not disclose on its letterhead etc its place of incorporation.

46.         Is exempt from stamp duty, exchange controls and tax on profits, capital gains, and distribution for a period of 20 years.

 

Vanuatu Registry Services state “Companies formed under the Vanuatu International Companies Act (Cap 222) are probably the most flexible and cost-effective offshore companies in the world.” A sweeping statement but in our opinion one that is very true.

Permitted name endings are:-

Subject to subsection (2), an international company shall have as part of and at the end of its name:-

          the word “Corporation” or the abbreviation “Corp”;

          the word “Incorporated” or the abbreviation “Inc.”;

          the word “Limited” or the abbreviation “Ltd”;

          the words “Sendirian Berhad” or the abbreviation “Sdn Bhd”;

          the words “Societe a Responsabilite Limitee” or the abbreviation “SARL”;

          the words “Besloten Vennootschap” or the abbreviation “B.V.”; or

          the words “Gesellschaft mit beschrankter Haftung” or the abbreviation “GmbH”

 

 

 
 

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