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General information

Located in Oceania, comprising of a group of islands in the South Pacific Ocean, three quarters of the way from Hawaii to Australia, Vanuatu has a population of approximately 215,446. 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.The legal system is a unified system having been created from former dual French and British systems; has not accepted compulsory ICJ jurisdiction. There are three official languages in Vanuatu; English, French and Bislama. The currency is the Vatu.

Types of company

The Vanuatu International Company (IC) is formed under the International Companies Act No 32 of 1992. 

Company names

Companies incorporated in Vanuatu must bear a name ending in one of the following: Limited, Corporation, Incorporated Société Anonyme, or any other recognised alternative. Any commonly used abbreviations of the same are also allowed. No company can be incorporated with a name that is identical to, or closely resembles the name of a company that already exisits. Furthermore, names such as Royal or Imperial may require further clarification. 

Restriction on activities

A Vanuatu IC may not carry on business or own land in Vanuatu except in furtherance of its international business.

Approval of names & time required to incorporate a company

The approval of names takes 24 hours, with a further 24 hours required for the incorporation of the company.

Share capital & government license fee

The standard authorised share capital is US$10,000, on which an annual government license fee of US$ 300 is payable. The share capital may be divided into different classes and can be denominated in any recognised hard currency. Bearer shares are allowed but must be held in safe custody by an authorised custodian. 

Company officers

Shareholders: minimum of one who can be a physical person or a corporate entity. 

Directors: minimum of one who can be a physical person or a corporate entity. The director(s) can be of any nationality. 

Company Secretary: This is optional and can be a physical person or corporate entity, of any nationality. 

Registered Office & Registered Agent

A registered agent must be appointed and a registered office must be maintained within Vanuatu.  

Corporate records & public filings

Vanuatu companies must keep registers of the company officers (shareholders, directors, company secretaries) and the registered offices at the registered office. Public filing of this information is optional. A register of charges must also be kept at the registered office. The disclosure of the beneficial owner(s) is not required.  A Vanuatu company is expected to keep such accounts and records as are sufficient to explain the company’s transactions and allow the company’s position to be determined with reasonable accuracy. However, such accounts are not required to be audited or filed with the financial authorities.

Corporate taxation

Vanuatu ICs are not subject to corporate taxation in Vanuatu.