VANUATU OFFSHORE INFORMATION

Small territory near Australia. Popular for private banks.

ADVANTAGES	The flexibility of the legislation allows a company incorporated in Vanuatu to operate with the absolute minimum of fuss, like other IBC jurisdictions. Low annual fees. Becoming popular
DISADVANTAGES	The lack of public registers makes proof of ownership difficult. Not recommended for high profile trading operations. Time difference which can make trading difficult
CORPORATE LEGISLATION SOURCE	International Companies Act No 32 of 1992
COMPANY STATUS	International Company (IC)
USUAL MINIMUM CAPITAL	No minimum
COMPANY NAME	Prior approval required. Some words sensitive eg Royal, Imperial. Must end 'Limited', 'Corporation', 'Incorporated', 'Societe Anonymne' or any other recognised alternative
TIME TAKEN TO INCORPORATE	1 - 2 days
ARE SHELF COMPANIES AVAILABLE	Yes
CAPITAL DUTY	US$150
MINIMUM NUMBER OF SHAREHOLDERS	One
ARE BEARER SHARES / SHARES OF NO PAR VALUE POSSIBLE?	Yes, provided they are held by a custodian such as Fiduciary Trust Limited / Yes
DIRECTORS: MINIMUM NUMBER / CORPORATE DIRECTORS ALLOWED / LOCATION	One / Yes / No restriction
SECRETARY: MANDATORY / CORPORATE SECRETARY ALLOWED / LOCATION	No / Yes / No restriction
IS THERE A REQUIREMENT FOR A REGISTERED OFFICE / REGISTERED AGENT	Yes / Yes must be resident in Vanuatu
IS THERE A REQUIREMENT BY THE AUTHORITIES PRIOR TO INCORPORATION OR PRIOR TO TAX STATUS BEING GRANTED	None
INFORMATION AVAILABLE ON PUBLIC FILE	Memorandum & Articles / Registered Office and Registered Agent
DOCUMENTS TO BE KEPT AT REGISTERED OFFICE	Register of Members
CORPORATE BOOKS AND SEAL	Both required and may be kept anywhere
ACCOUNTS REQUIRED / FILED	No / No
ANNUAL RETURN REQUIRED	No
WHERE ARE MEETINGS TO BE HELD	No restrictions
ANNUAL FEES PAYABLE TO THE GOVERNMENT: TAX / ANNUAL RETURN FILING FEE	US$300 / Nil
ARE THERE ANY EXCHANGE CONTROLS	No
DOUBLE TAX TREATIES	None

INTRODUCING VANUATU

Vanuatu comprises of a group of approximately 80 islands, situated some 2,250 kilometres north-east of Sydney, Australia and 800 kilometres west of Fiji. The total land area is approximately 12,700 square kilometres.

The administrative and commercial centre of Vanuatu is the capital, Port Vila, which is on the island of Efate.

The Companies Act and Banking Regulations are based on English Law. The English Trustee Act, as modified by common law decisions applies. Commercial Law is also based on English Law.

Vanuatu is a parliamentary democracy and independence was attained on 30 July 1980 after some 74 years of joint rule by Britain and France.

RULES GOVERNING VANUATU COMPANIES

The main principle upon which the Vanuatu International Companies Act is based is that of the solvency test. An international company (IC) can do what it wishes with its assets so long as it remains solvent. It may distribute its net assets to its owners or gift them to others, purchase its own shares, cancel shares etc etc

Specific characteristics of the International Companies Act include those set out below:

A Vanatu International Company:

· may be limited by shares, guarantee or both.

· 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 inrporators to the company purchasers (or their nominees)

· deems incorporators to be members until one or more members are registered

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

· may have its official name in any language (with a requirement for a second official name in either English or French)

· may not carry on business or own land in Vanuatu except in furtherance of its international business

· may change its status to/from being limited by shares/guarantee

· may have shares that are in registered or bearer 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.

· may purchase or redeem or hold its own shares without court approval, so long as the IC does not become the sole member of itself.

· may convert from/to no par value, change currencies, and convert from/to bearer shares

· may issue fractional shares

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

· may make loans to directors

· 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.

· may adopt a Common Seal which may be affixed anywhere in the world

· may ratify any pre-incorporation contract, whereupon that contract will bind the company as if it were the party when the contract was made

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

· may voluntarily lodge with the Registrar details in respect of Directors, Secretaries and Members

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

· may merge with another company with one of them surviving or consolidate with another company resulting in a new company.

· continue its existence under the laws of another jurisdiction or become an IC by continuing in Vanuatu so long as the previous jurisdiction does not specifically prohibit continuation outside that jurisdiction

· may delay for up to 3 years it continuation in Vanuatu or moving out of Vanuatu after approval has been granted.

· may hold shares in Vanuatu local or eempted companies

· need not disclose on its letterhead etc its place of incorporation

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