Vanatu:  Vanuatu is a Y-shaped string of 83 islands to the East of Australia and North of New Zealand. The main islands being Efate, Santo, Malakula and Tanna. Formerly known as the New Hebrides, Vanuatu was an Anglo-French Condominium from 1906 until independence in 1980 when it became a self-governing republic and a member of the Commonwealth. Port Vila is the financial hub and Capital of Vanuatu. 

For further general information about Vanuatu, please visit the following website: http://www.vanuatutourism.com/vanuatu/cms/en/vanuatu.html

Tax Haven:  In 1971, the government of the New Hebrides (as Vanuatu was known then) introduced legislation to formally become a tax haven. Vanuatu’s offshore industry has become increasingly attractive to overseas citizens for many reasons and as a result, there is now well in excess of 4000 International Companies registered here. 

Governing Legislation: The Financial Services Commission (FSC) is the overall supervisory body controlling Vanuatu’s Offshore Industry. The FSC acts in a similar way to a registrar of companies, but also ensures that the activities of the centre are properly controlled in order to avoid the bad publicity, which other tax havens encountered after being accused of laundering money. Vanuatu has maintained an excellent reputation in this regard. 

Activities:  A Vanuatu IC has the capacity, rights, powers and privileges of a natural person and is entitled to, but not restricted to:-  Guarantee a liability or obligation of any person and to secure any of its obligations by mortgage, pledge or other charge of or over any of its assets for that purpose;  Protect assets of the company for the benefit of the company, its creditors and its members and persons having direct or indirect interests in the company;  Make gifts of any of the property of the company. 

Restrictions:  A Vanuatu IC shall not; carry on business in Vanuatu, purchase property within Vanuatu, carry on banking business, trust business, insurance business, or company management business.  It may also not make invitation to the public to subscribe for shares or debentures in the company, or deposit money with or lend money to the company. 

Time to Incorporate: Except over weekends, companies are almost always incorporated within 24 hours of us receiving payment and instructions. 

Information Held on Public Record: The Vanuatu Financial Services Commission does hold a copy of the constitution. This will contain details of the Incorporator (us), and may contain details of Director/s and Shareholders (if you require it), however the FSC is duly bound by section 125 of the Republic of Vanuatu International Companies Act 1992, pertaining to secrecy (see Secrecy). 

Shares: A company has power to issue; registered or bearer shares; shares having special, conditional, enhanced, limited or no voting rights; shares with or without par value; numbered or unnumbered shares; convertible common, ordinary, preferential or redeemable shares; shares that entitle participation only in certain assets; shares, the holder of which are entitled to forfeit them; shares in any one or more currencies; securities that, at the option of the shareholder, are convertible into other securities in the company or any property owned by the company.  No minimum or maximum share capital is required! 

Directors:  Subject to limitation, the business and affairs of the company shall be managed by a board of directors that consists of one or more persons who may be natural persons or corporate bodies.  The first directors of a company shall, and any subsequent directors may, be appointed by the Incorporator or the members for such term as the members determine. 

Shareholders & Directors Meetings:  The directors of a company may meet at such times and in such manner and places within or outside Vanuatu as they determine to be necessary or desirable.  The directors of a company may convene meetings of the members, at such times and in such manner and places, within or outside Vanuatu, as the directors consider necessary.   Subject to any provision in the constitution for a lesser percentage, upon written request by any member holding not less than 25% of outstanding voting shares, the directors will convene a meeting of members. 

Registered Office & Agent:  A company shall at all times have a registered office and a registered agent within Vanuatu. Upon incorporation, the address of the registered office set out in the constitution shall be the first registered office of the company. Upon incorporation, the person named in the constitution shall be the first registered agent of the company.  The directors may, by resolution, change both the registered office and agent.  Being a registered agent shall not by itself make the registered agent an officer of the company.  

Company Secretary:  The Directors can appoint a company secretary who may or may not be licensed. 

Auditing: There is no compulsion to appoint auditors. The directors shall cause proper books of account to be kept. No particular accounting standards are laid down for the books of account that are not open to inspection and do not have to be lodged anywhere. These books will be kept at the registered office of the company or at such other places as the directors see fit and shall always be open to the inspection of the directors. The directors shall determine the conditions and regulations, under which the non-directing members may view books or documents. 

Annual Filing requirements:  Every company shall, on or before 30 June pay the annual company fees to the Vanuatu Financial Services Commission. No papers, documents, records or forms are required to be completed or presented. In other words, there are no annual filing requirements for an International Company in Vanuatu. 

Taxation: A company, unless carrying on actual business in Vanuatu, shall not be subject to any business license fee. A company or a shareholder thereof, shall not be subject to any tax on income, profits or capital gains without exception. No estate, inheritance, succession or gift tax, rate, duty, levy or other charge shall be payable.