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Attributes of a Vanuatu International CompanyThis is a list of facts about Vanuatu International Companies based on the international companies Act 1993. You can read it over to get an idea of what is and is not legal for an International Company. Basically, however, you can do whatever you want to do with a Vanuatu International Company providing you pay your bills (remain solvent). You fail the solvency test if your bank account has no money in it and creditors can show you owe them money. So long as you keep solvent, your company may distribute its net assets to its owners or gift them to others, purchase its own shares, cancel shares etc. Your international company can't break the laws of Vanuatu or do business IN Vanuatu. Your company can do certain kinds of business activities - with the bank or other service providers - but you can't employ people here, set up an office and start working locally. For that, you need a local business. Moores Rowland can set up a local company for you if you need one to work as a service provider for your international company. Specific characteristics of the International Companies Act 1993 include: A Vanuatu international company: 1. Has a constitution instead of a Memorandum and Articles of Association. 2. Does not have the concept of authorised 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 for transfers of shares out of the names of the incorporators to the purchasers of companies (or their nominees). 5. Deems incorporators to be members until shares are allotted. 6. Allows a single incorporator as well as single member. 7. Need not name its first directors in its Constitution. They will be subsequently appointed by the directors or 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 (with a translation into English or French). 9. Must have in its name a word or popular abbreviation thereof which connotates 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 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. 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 or from being limited by shares or guarantee. 18. May have shares that are in registered or bearer form, have full, conditional, partial or no voting rights, with 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 IC does not become the sole member of itself. 20. May convert from or to no par value shares, change currencies or convert from or to bearer shares. 21. May issue fractional shares. 22. May issue share warrants in registered or bearer form. 23. Need not issue share certificates. 24. May apply to the Vanuatu court to not recognize any acquirers of shares in the company if they were acquired by force, confiscation, imposition or any tax, assessment or other foreign government charge. 25. May do by resolution of directors or members anything that could be done by a meeting thereof. 26. May make loans to directors (subject to the solvency test). 27. Need not appoint any Vanuatu resident as a director or hold any meetings in Vanuatu. 28. May 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 or registers at 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 a director's signature. 33. May ratify any pre-incorporation contract, whereupon that contract binds 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, the name of its registered agent and any charges against its assets, all of which are available for public inspection. No other returns are required. 35. May issue debentures or series of debentures which if issued, may, by their terms, suspend the votes of the members. 36. May not offer its shares or debentures to the public. 37. May merge with another company so that one of them survives, or consolidate with another company resulting in a new company. 38. May continue its existence under the laws of another jurisdiction or become an I.C. by continuing in Vanuatu so long as the previous jurisdiction does not specifically prohibit continuation outside that jurisdiction. 39. May delay for up to 3 years its continuation in Vanuatu or moving out of Vanuatu after approval has been granted 40. May be struck off if it no longer qualifies as an I.C. 41. May hold shares in Vanuatu local or exempted companies e.g. banks or insurance companies. 42. Is obliged to pay all government fees in US$, the main ones of which are:
43. Need not disclose on its letterhead etc., its place of incorporation. 44. Is exempt for 20 years from tax on profits, capital gains, or distributions, stamp duty and exchange control restrictions.
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