Corporate Law at Vanuatu
Certainly! Here’s a concise overview of Corporate Law in Vanuatu:
Corporate Law in Vanuatu
Vanuatu’s corporate law governs the formation, management, and regulation of companies and other business entities within the country. Vanuatu is known for its offshore financial services, including International Business Companies (IBCs), making its corporate law particularly relevant for international business.
Key Features of Corporate Law in Vanuatu
1. Types of Companies
International Business Companies (IBCs):
Popular offshore corporate vehicle.
Exempt from local taxes and foreign exchange controls.
Used for holding assets, trading, investments, etc.
Domestic Companies:
Companies incorporated to operate primarily within Vanuatu.
Other forms:
Partnerships, sole proprietorships, and trusts.
2. Governing Legislation
The main legislation is the Companies Act No. 28 of 2012, which governs company formation, management, and dissolution.
For offshore companies, additional regulations apply, including licensing under the Vanuatu Financial Services Commission (VFSC).
3. Incorporation & Registration
Companies are registered through the Vanuatu Financial Services Commission (VFSC).
Minimal disclosure requirements for IBCs, which helps maintain confidentiality.
No minimum capital requirement for IBCs.
Quick and simple incorporation process.
4. Corporate Governance
Managed by directors and shareholders.
No requirement for local directors or officers for IBCs.
Shareholder meetings and resolutions can often be conducted informally or by written resolution.
Records of directors and shareholders must be maintained but not necessarily filed publicly.
5. Share Capital & Shares
Shares can be issued in any currency.
Bearer shares were previously allowed but have been largely phased out to comply with international transparency standards.
Shares can be registered or bearer (with restrictions).
6. Confidentiality & Privacy
Strong confidentiality protections, especially for offshore entities.
Beneficial ownership information is collected by regulators but generally not publicly disclosed.
7. Taxation
IBCs enjoy exemption from Vanuatu corporate income tax, capital gains tax, and withholding tax.
Vanuatu is a tax haven, making it attractive for international business structuring.
8. Compliance and Reporting
IBCs have minimal ongoing reporting requirements.
Annual returns must be filed, but no audited accounts are typically required unless the company opts otherwise.
Anti-money laundering (AML) and counter-terrorism financing (CTF) regulations apply and have become more stringent.
Summary
Vanuatu’s corporate law is streamlined, especially for offshore entities.
Focus on ease of incorporation, privacy, and tax efficiency.
Regulated by the Companies Act 2012 and overseen by the VFSC.
Attractive jurisdiction for international business due to minimal taxation and confidentiality.
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