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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 1992. A Vanuatu International Business Company may carry on business anywhere in world, subject to the laws of that country. The restrictions under Section 10 of the Act are as follows:- An international company shall not:-: (a) carry on the business in Vanuatu; (b) acquire or own an interest in immovable property situate in Vanuatu other than a lease referred to in subsection (2)(b); (c) carry on banking business as defined by the Banking Act [Cap. 63]; (d) carry on trust business as defined by the Trust Companies Act [Cap. 69]; (e) carry on insurance business as defined by the Insurance Act [Cap. 82]; or (f) carry on company management business; (g) at any time have less than one member; (h) make any invitation to the public to - (i) subscribe for any shares or debentures in the company; or (ii) deposit money with or lend money to the company. Other specific characteristics of the International Companies Act 1993 are: 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. 5. Allows a single incorporator as well as single member. 6. 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 alternate or additional directors are appointed. 7. May have its official name in any language (with a translation into English or French). 8. Must have in its name a word or popular abbreviation thereof which connotates the existence of a body corporate with limited liability. 9. Need not appoint a company secretary or other officers. 10. Has all the powers of a natural person. 11. Must have a registered agent in Vanuatu (who need not be an officer). 12. Must have one or more directors (natural persons or corporate). Can be a non-resident of Vanuatu. 13. May change its status to or from being limited by shares or guarantee. 14. May have shares that are in registered or in bearer form. 15. May hold meetings anywhere in the world, by telephone or other real time electronic means of audio interactive communication time as the members can hear and recognise each other's voice. 16. 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. 17. Is exempt for 20 years from tax on profits, capital gains, or distributions, stamp duty and exchange control restrictions.
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