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VANUATU
(formerly the New Hebrides)
Vanuatu has a population of 211,971, the territory consists
of approximately 80 islands situated about 2,250 kilometres
(1,406 miles) north east of Sydney the total area is approximately
14,700 sq. km. The capital is Port Vila located on the Island
of Efate. Vanuatu as a true international finance centre was
established in 1971.
For a jurisdiction in a remote location, Vanuatu is quite
well serviced by a professional infrastructure of accountants,
banks, lawyers and trust companies. The domestic banking system
in Vanuatu consists of two foreign owned banks and two locally
owned banks. These banks are subject to the supervision of the
Reserve Bank of Vanuatu. There are also eight international
banks registered in Vanuatu which are subject to the supervision
of the Reserve Bank of Vanuatu under the International Banking
Act No.4 of 2002. The banking system in Vanuatu is generally
well regulated although it is crucial to be cautious in anyone
ever recommends any of the 29 banks on the list below because
all have had their licences revoked. We have been advised by
our Vanuatu colleagues in Port Vila that some of the banks are
still operating illegally from outside the islands.
Asian Bank Limited
Asia Credit International Bank Limited
Bank of Central Pacific Limited
Bank of Commerce (Micronesia) Limited
Bank Fiduciaries Limited
Banque Tourelle Limited
BEA Pacific (Vanuatu) Limited
Equity Investment Bank Limited
European Private Bank Limited
General Pacific Bank Limited
Global Trading Bank Limited
Metrobank International Limited
Multinational Bank (Vanuatu) Limited
Pacific Bank Limited
Pan Pacific Developement Bank Limited
RVC International Bank Limited
The Mandarine Banking Corporation Limited
Titan International Bank Limited
Venezuela Interbank Limited
Asian and Pacific Commercial Bank Limited
BNP Paribas SA
Liu Chong Hing Bank (International) Limited
Pacific Orient Bank Limited
Templar Ethical Bank Limited
The Globalgate E-Commerce Bank Limited
GSP International Bank Limited
Abbey Mercy Bank Limited
National Deposit Bank Limited
Bekoz Bank Limited
Vanuatu has no income tax, capital gains tax, withholding
tax and estate duty; there are no exchange controls and no reporting
requirements in relation to movements of funds.
In Vanuatu most banks offer accounts in which funds can be
held in any major currency and easily switched from one to another;
a major plus if you trade worldwide. Another factor, which is
crucial in today's business environment, is the Islands first
class international communication facilities, with its own earth
satellite station and twenty-four hour telephone, telex and
facsimile transmission facilities, Vanuatu can match the standard
of other better-known finance centres.
Some clients are surprised that a remote group of islands
provide such extensive financial, legal and banking expertise
within the finance centre. When this is combined with strict
confidentiality, which is rigidly assured for offshore entities,
by means of strict secrecy provisions contained within the various
pieces of legislation Vanuatu becomes a very interesting location
for an offshore structure.
Vanuatu enjoys a reputation for successfully maintaining
the integrity of its jurisdiction. Two pieces of legislation
introduced in 1990, the Mutual Assistance in Criminal Matters
Act and the Serious Offences (Confiscation of Proceeds) Act,
help to prevent money laundering activity within the jurisdiction
whilst still ensuring confidentiality for legitimate businesses. |
The Entities
The types of entity used in Vanuatu include international
companies, exempted companies, trusts and local companies.
The first three entities are designed for offshore use and
the fourth, local company entity is for those wishing to
operate within Vanuatu.
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International Companies
International companies are governed by the International Companies
Act No. 32 of 1992, which is administered by the Vanuatu Financial
Services Commission. This Act was designed specifically to re-establish
Vanuatu's competitive edge with other offshore financial centres.
An international company can be extremely flexible in its corporate
structure, enjoys few reporting requirements, is subject to
reduced government fees and is exempt from stamp duty.
An international company can be established within 24 hours
of receipt of instructions, or even within 1 hour on special
request (and an extra fee of US$100). To register, the company
must lodge with the Commission only its Constitution, which
is the Act's equivalent of a Memorandum and Articles of Association.
All the constitution need state is:
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- the company's name
- its objects and purposes, which may be general
- its registered office and agent, which must both be
in Vanuatu
- whether it is limited by shares or guarantee
The constitution is signed by the incorporator(s). The incorporators
are deemed to be members until shares are allotted and can
appoint the first directors to the company after incorporation.
Apart from this constitution and any charges against its
assets, an international company need not lodge any other
returns. Those that are filed are accessible to the public.
Note however, that there need not be any disclosure to anyone
of the shareholding, the beneficial ownership or the directorships.
The name of an international company may be in any language,
as long as the Commission is provided with a certified translation
into English or French. The company may issue shares with
or without par value, bearer shares and shares with full,
conditional, partial or no voting rights. The company can
have a single shareholder and a single director who need
not be resident in Vanuatu. Meetings may be held anywhere
in the world.
An international company can operate a bank account in Vanuatu,
but cannot carry on business in Vanuatu, except in furtherance
of its international business.
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Exempted Companies
The Companies Act [CAP. 191], which is also administered by
the Financial Services Commission governs exempted companies
(as well as local companies). This Act is based on the Uniform
Companies Act (UK) that formed the basis of company law in most
Commonwealth countries. Up until May 1993 and the introduction
of the International Companies Act, the exempted company was
the only type of "offshore company" available.
Clients wishing to use Vanuatu as a domicile of an offshore
company can choose either an international company or an exempted
company. In most cases, the choice will be the international
company. However, companies that offer shares to the public
or that hold banking, trust or insurance licences, must be registered
under the Companies Act.
Exempted companies must file annual returns, hold annual general
meetings and have a resident director. Strict secrecy provisions
apply to exempted companies and despite the additional reporting
requirements, the secrecy is complete, i.e. no papers filed
are accessible to the public.
To enhance secrecy, clients owning an offshore company often
use our nominee companies to act as directors as well as nominee
shareholders. The nominee company stating that the shares are
held in trust for the beneficial owner signs declarations of
trust.
If the beneficial owner does not wish to be a director, but
wishes to be able to transact business on behalf of the company,
it is possible to issue a limited power of attorney. This, however,
can associate the attorney to control of the company, which
in some jurisdictions may be disadvantageous.
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| Initial
set up cost |
£1350 |
$2700 |
€1695 |
including
first years fees |
| Normal
ongoing maintenance costs after the first year |
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Total ongoing costs (excluding nominees) |
£495 |
$995 |
€625 |
| If
you require an internet domain registration to accompany
the formation click
here |
Orca Vanuatu Rating
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registration efficiency |
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Our
services
We
usually have shelf companies immediately availalbe. All companies
are provided with a complete kit including -
- Statutory
registers
- Share
certificates
- 10
copies of the M & A
- Common
seal
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