Vanuatu The South Pacific's Premiere offshore finance center.

Highlights of a Vanuatu International Corporation

Attractions for the Foreign Investor

Area, population, and climate

Banking and Finance

Constitution and Political Structure

Exchange Control

Legal System

Currency

Economic Situation

Government Incentives

Business entities available to Foreigners

Land for Foreigners

KEY FEATURES

Location

Western South Pacific

Offshore Profit Taxes

None

Political Status

Independent Republic

Corporate Taxes

None

Political Stability

Good

Income Taxes

None

Legal System

British

Estate Duties

None

Privacy

Excellent

Gift Duties

None

Disclosure of owners

No

Capital Gains Tax

None

Migration of Domicile

Yes

Exchange controls

None

Highlights of a Vanuatu International Corporation

Disclosure of Beneficial Owner

No

Migration of Domicile Permitted

Yes

Tax on Offshore Profits

No Tax 20yr

Non-English Names Allowed

Yes

Minimum Number Shareholders

One

Minimum Number of Directors

One

Bearer Shares Allowed

Yes

Corporate Directors Permitted

Yes

Company Secretary Required

No

Authorised Share Capital

Not Required

Local Registered Agent Required

Yes

Local Officers

No

Local Meetings

No

Government Register of Directors

No

Government Register Shareholders

No

Annual Returns

None

Audit Requirements

None

Annual Government Registration Fee

US$300

Basic cost of incorporation

US$1100*

Annual Registered Agent and Office Fee

US$550

Time required to incorporate

24 hours

Nominee Shareholders & Directors

Available

*Includes annural registered agent and office fee and provision of nominee directors and shareholders until the next 30th of June.

ATTRACTIONS FOR THE FOREIGN INVESTOR

Vanuatu is a tax haven, and commercial activities in the country have been greatly influenced by this status. An extremely active financial centre, it is engaged in the administration and management of offshore companies, trusts and banks. The Finance Centre Association encompasses the extensive business and financial facilities available in Vanuatu resulting from its "pure" tax haven status; pure, because for both residents and non-residents there are no personal or corporate income taxes, no estate or gift duties, no capital gains taxes, no exchange controls, and extensive secrecy provisions.

The absence of these taxes, duties and controls, coupled with state of the art communications and highly-developed professional services, makes Vanuatu an ideal centre for foreign investors to base their surplus funds for investment or to base off-shore companies forming part of a wider international or financial network. The Vanuatu Government is extremely active in its support of the Finance Centre Association because of its importance to the Vanuatu economy, and is committed to making the country the Pacific's foremost tax haven.

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AREA, POPULATION AND CLIMATE

Vanuatu is a chain of approximately 80 islands situated between the latitudes of 13° and 21° South and about 1,750 km north east of Sydney, Australia. Vanuatu covers 12,189 square kilometres of land and 450,000 square kilometres of sea within its 200-mile exclusive economic zone. Ten islands account for 90 per cent of the total land area. Port Vila, on Efate island, is Vanuatu's capital, and home for the country's international Finance Centre. The population (predominantly Melanesian) is about 140,000, with 20,000 resident in Port Vila. The climate varies from tropical in the north to sub-tropical in the south. Average maximum temperatures are 29° C in the summer months of November to April, and 25° in the winter months of May to October.

CONSTITUTION AND POLITICAL STRUCTURE

The Republic of Vanuatu is a parliamentary democracy. Independence was attained in 1980 after some 74 years of joint rule by Britain and France. The Constitution provides for executive and legislative arms of government, and the judiciary. The President is Vanuatu's Head of State. The judiciary consists of the Supreme Court with a Chief Justice and a Magistrates Court.

The legislature consists of a 50-member Parliament elected for a term of four years. The executive consists of a Council of Ministers headed by the Prime Minister who is elected by Parliament from among its members. The President is elected by Parliament and the National Council of Chiefs for a period of five years. The Central government consists of ten ministries with 40 departments. Local Councils have also been set up in various areas of the country. Vanuatu is a full member of the British Commonwealth, the French League of Nations, the United Nations, Agence de Co-operation Culturelle et Technique, the South Pacific Bureau for Economic Co-operation (SPEC), the South Pacific Commission, the World Bank and the Asian Development Bank (which has its regional headquarters in Port Vila).

LEGAL SYSTEM

The International Companies Act (1993), the Companies Act (1986), the Banking Regulation and other Regulations are based on English law. The Supreme Court of Vanuatu has jurisdiction to determine all matters. Commercial law is based on English law.

ECONOMIC SITUATION

The country has a dualistic economy, with a large smallholder subsistence agricultural sector and a small monetised sector. The monetised sector is based on established plantations, ranches and associated trading, manufacturing, banking and shipping services, as well as the country's tourist industry. In Vanuatu, copra is the most important cash economic activity in the rural sector. At present, about 69,000 hectares of land are under coconut plantation, producing 50,000 tons of copra a year. Nearly all domestic exports are primary goods, the principal ones being coconut products, beef, cocoa, coffee and timber.

The introduction of commercial laws in the early 1970s added a new dimension to the economy; it led to the development of an off-shore finance and banking centre, and a rapid expansion in the number of support organizations and professionals in Port Vila. The Finance Centre contributes considerably to Government revenue through the payment of business licence fees, insurance, banking and trust company licences, annual registration fees for all companies, stamp duties and other smaller fees. It is also a significant earner of foreign exchange through capital transfers, professional fees, interest etc.

The Government places a high priority on tourism development within the country and several new resorts and hotels are due for completion by 2000.

The Government earns substantial revenue from turnover taxes on hotels, licensed premises, and casinos. Vanuatu has also enacted legislation to allow all forms of betting (under strict controls).

CURRENCY

The local currency is the Vatu (VT) which is tied to a regional basket of currencies. As there are no exchange control regulations in Vanuatu, bank accounts can be held in Vatu or any of the major international currencies, and funds in any currency can be readily transferred anywhere in the world without the need for approvals.

BANKING AND FINANCE

The banking structure consists of a Reserve Bank, the National Bank of Vanuatu, numerous internationally recognized commercial banks, merchant banks, and the State-owned Development Bank. In addition, a substantial off-shore banking centre exists. Many international commercial banks have licences to conduct business locally as well as with non-residents. These banks provide international services through a worldwide network of branches and correspondents.

EXCHANGE CONTROL

Vanuatu has no exchange control regulations or authorities. Funds accrued in or remitted to Port Vila in any currency can be held in any currency and readily transferred anywhere in the world. This applies to all types of transactions whether capital, loans, dividends, interest, royalties, service fees or profits. Any major world currency can be invested, earn interest and be repatriated in that currency or freely converted into other currencies. Companies may be incorporated with capital in any recognised world currency.

GOVERNMENT INCENTIVES

The Government has created conditions in Vanuatu that have widespread appeal to investors. The general policy toward all forms of foreign investment is to welcome it, provided that the proposed investment contributes to the economy. There is no percentage limit on foreign ownership of a Vanuatu business; indeed, most businesses are foreign owned. 

TAX INCENTIVES

In Vanuatu, there are no:

  • income taxes
  • corporate taxes
  • estate duties
  • succession duties
  • gift duties
  • capital gains tax
  • double taxation agreements, or
  • withholding taxes.

 CUSTOMS DUTIES

  • Import:

The Government has defined areas for development in agriculture, industry and tourism. Within these priorities the following types of projects receive favourable consideration:

  • foreign exchange earning projects
  • projects planned for rural development
  • projects that generate employment
  • projects that will increase tourist accommodation.

These projects are eligible for full exemption from customs duties both on capital goods and construction materials imported during start-up and on raw materials or manufactured goods not locally available that will be re-exported after production.

  • Export:

Generally speaking there are no restrictions on export trade in Vanuatu. Export duties levied are not very heavy. There are no quota restrictions and there is no system of preferential tariffs or duties on goods coming from any particular source.

BUSINESS ENTITIES AVAILABLE TO FOREIGNERS

Offshore Entities

Local Entities

  • Local Companies
  • Business Names
  • Partnerships
  • Branches of foreign corporations ("overseas companies")
  • Sole proprietorships
  • Discretionary or unit trusts.

Local companies

Local companies are formed to carry on normal trading business in Vanuatu. The provisions applicable to offshore companies do not apply and the company's file at the Registrar of Companies is available for public inspection. Audited accounts must be filed with the company's annual return if the annual turnover of the local company exceeds the equivalent of US$200,000.

Partnerships

The Partnership Regulation 1975 is substantially the same as the 1880 English Partnership Act. A partnership may consist of general and limited partners. Limited partnerships must consist of no more than 20 persons, one or more being general partners who are liable for all debts and obligations. A limited partner cannot withdraw his contribution during the life of the partnership or take part in the management of the partnership business. A corporate body may be a limited partner. Limited partnerships must be registered with the Registrar of Companies.

Overseas companies

 An overseas company is one which is incorporated outside Vanuatu but which carries on business in Vanuatu. The company must register under the Companies Act and nominate two persons resident in Vanuatu authorised to accept notices on behalf of the company. It must also lodge an annual return together with audited accounts.

 Other companies

Further legislation controls company activities where those companies are banks, or financial institutions, insurance companies, shipping companies or trust companies.

Land can only be held by the government or Vanuatu citizens. The vast majority of land in Vanuatu comes under "Custom land", or land that is communally owned by a particular group of indigenous ni-Vanuatu people. Some land has been set aside - mostly in the urban area of Port Vila - as government owned land. Any of the land can be leased to foreigners with appropriate local and government permission.

Government leases fall into two categories, private and commercial. Commercial leases are generally for 75 years. private leases are 50 years. Existing homes and commercial land have already used a portion of this time and the new owner is being sold the remaining years of that lease and options for renewal.

The government charges rental on the land - which is the Vanuatu form of land taxes. It is not much compared to the western world.

People are sometimes concerned with the idea of leasing land from the government. In fact this is entirely a Western concept, not a Vanuatu concept. In Vanuatu, the people truly own their land and a government can not take it away from them for any reason. By contrast, in the Western world the government can take land from a so-called "land owner" if the owner fails to pay whatever taxes are assessed on the property. In effect, Western governments lease the land to individuals and companies and call the lease payments taxes.

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