Forming an international company, applying for a financial dealers’ licence, AML and CTF Registration, assistance with applying to open a bank account, mail services, establishing an international bank or international insurance company, trademarks and related services.
International Company Formation
International companies are commonly used for holding investments such as property, shares, patents and for operating businesses.
A Vanuatu international company:
- can usually be formed within one to three days once your details and funds are received (Note: an urgent incorporation service may also be available for an additional fee);
- does not need authorized capital ;
- may be limited by shares, guarantee or both;
- may have a name that includes words or abbreviations to signify the existence of a body corporate (such as ’Inc.’ or ’Incorporated’, ’Corp.’ or ’Corporation’,Ltd. or ’Limited’);
- has a Constitution instead of a Memorandum and Articles of Association;
- must have at least one director, who may reside anywhere in the world, and may be a natural person or a company;
- has confidentiality provisions, such as details of shareholders and beneficial owners that are not on public record, however these details are provided to the Vanuatu Financial Services Commission (VFSC);
- must have a registered agent and registered office in Vanuatu, where a copy of its official registers are held (we can provide this service for you);
- has ’incorporators’ rather than ’subscribers’;
- is not required to have an audit, file annual returns or hold Annual General Meetings, and records may be kept anywhere;
- being an ’offshore’ company, it is not permitted to do business in Vanuatu except with another international company, or deal with it’s accountants, lawyers or bankers, however it can hold shares in a local Vanuatu company
- is exempt from tax on profits, capital gains, distributions and stamp duty, if these become applicable, until 31 December 2099;
- may purchase, redeem or hold its own shares, so long as it is not a sole member;
- may hold Vanuatu bank account(s) in major currencies, without exchange controls;
- must meet the solvency test i.e. it can do what it wishes with its assets so long as it remains solvent and must notify the VFSC of any charges against its assets;
- may merge with another company with one of them surviving, or consolidate with another to form a new company; and
may continue in another jurisdiction (e.g. country) if not specifically prohibited from doing so or a company from another jurisdiction may continue in Vanuatu as a Vanuatu company if not prohibited by the other jurisdiction.
Financial Dealers Licence
Financial Dealers Licenses, such as for FX brokerage or other securities service providers, are licensed by the Vanuatu Financial Services Commission (VFSC).
Whether you are an individual or a company applying, a key person must be identified as the principal and /or company’s representative in the application and will be required to provide documentation including references. An application for a Financial Dealers Licence takes approximately three months to process by the VFSC.
To apply for a Financial Dealers License you will need to submit, amongst other things:
- a business plan with details of the organisation;
- a certified independent risk assessment report;
- details of the source of capital funds;
- a prospectus; and
- details of your insurance, including professional indemnity.
Other key Licensee requirements include:
- having a manager or director who is a natural person and has at least five years’ experience dealing in securities;
- having a manager or director that resides in Vanuatu for six months each year;
- having physical premises located in Vanuatu, which maintains a filing system, a management and accounting system, a business continuity system and a software system; and
- lodging a security deposit of VT 5 million (or USD 50,000) with the VFSC.
The Financial Dealers Licence must be renewed annually with the VFSC. Law Partners can assist you with your Financial Dealers Licence application and your annual renewal.
Bank Account Assistance
We can help your Vanuatu international company apply to open a Vanuatu bank account. Accounts can be opened in major currencies, including AUD, USD, EURO, GBP and there are no exchange controls in Vanuatu.
The type of account that can be opened by international clients is an ‘at call’ account where your funds earn nominal interest, a minimum balance is applicable and funds can be withdrawn without prior notice. The preferred method of transferring funds is by telegraphic transfer.
Funds can be placed on term deposit to attain a higher rate of interest.
By the way…
Vanuatu banks do not offer current accounts or merchant credit card facilities to companies or businesses without a physical presence in Vanuatu.
We can assist you with application preparation and liaison with the bank, often in association with arranging the incorporation of your Vanuatu international company.
International Banking License
Vanuatu is one of the few countries in the world where it is possible to establish a privately owned bank.
The Reserve Bank of Vanuatu (RBV) is responsible for the supervision of banking licenses, including reviewing applications and monitoring operations.
Law Partners can assist you through every step of the RBV’s extensive application process to help you meet their requirements. These include:
- minimum unimpaired paid-up capital of USD 500,000, which is to be maintained at all times;
- submit details of the bank structure, including the backgrounds of every principal, shareholder, director or manager of the bank, and beneficial ownership;
- submit details about who will fulfill the senior banking position – who must be an experienced banker and resident of Vanuatu;
- have a local premises;
- submit a comprehensive business plan; and
- disclose details about your management, monitoring and control systems,such as your credit and loan policies.
By the way…
- The Reserve Bank may request additional information from you, especially when establishing foreign banks.
Licensees will need to provide regular returns to the RBV, as well as have their annual accounts audited and be subject to compliance inspections.
To prepare your licence application, the principals will need to visit Vanuatu to meet with us as well as RBV officials.
Your application will take a maximum of four months to process, including due diligence reviews. We endeavor to keep this period as short as possible through regular liaison with the RBV.
Law Partners have successfully handled many international banking licence applications, and we regularly deal with the RBV while providing ongoing assistance to licensees.
International Insurance License
The Insurance Act provides for the licensing, regulation and supervision of insurance businesses in Vanuatu. The Act requires that:
- insurers (including protected cell companies) and re-insurers are licensed by the Vanuatu Financial Services Commission (VFSC);
- an international insurer has its Head Office in Vanuatu, or appoints a licensed insurance manager in Vanuatu;
- a captive insurer appoints a licensed insurance manager in Vanuatu;
- licenses are renewed annually;
- the minimum capital for an international captive insurer engaged in general insurance business is USD 100,000; and
- the minimum capital for an international captive insurer engaged in life insurance business is VT 25 million or USD 250,000.
Your application will take a maximum of four months to process, including due diligence reviews. We endeavor to keep this period as short as possible through regular liaison with the VFSC.
Anti Money Laundering and Counter-Terrorism Financing Registration
Under the Anti Money Laundering and Counter-Terrorism Financing (AML & CFT) Act of Vanuatu, holders of a Financial Dealers Licence are ‘reporting entities’, and are required to register with and report to the Financial Intelligence Unit of the Reserve Bank of Vanuatu (FIU). This is irrespective of the dealer having a Vanuatu bank account or if the dealer handles client funds. In addition to assistance with your Security Dealer License application, we can help you with your AML and CTF registration.
Other reporting entities include financial instructions and banks, insurers, charitable associations, foundations, currency exchange, providers of registered offices, lending, leasing, real estate agents, sale or hire of vehicles and others. We would be pleased to assist, if you are required to register.
A trust is a way of indirectly controlling assets without legally owning them to provide for the future. The most common form of trust established in an offshore jurisdiction, such as Vanuatu, is the “discretionary trust’’.
Trusts are established by the original owner of the assets (the settlor), who transfers the assets (such as cash or investments), into the trust to be administered by a trustee. The trustee then administers the assets for its beneficiaries. The settlor, by transferring the assets to the trustee, can effectively divest direct or indirect ownership of the assets yet retains control through the terms of the Trust Deed. The Trust Deed provides the rules and regulations governing the trust.
Benefits of a Trust:
- preserve family wealth, including business ownership and investments, to be passed onto the next generation of family;
- probate and inheritance law issues may be able to be avoided in the settlor’s home country;
- can be quicker and easier to administer than wills;
- by holding the shares in a Vanuatu offshore company, a trust may allow the settlor to distance themself from the company;
- protect wealth at risk from political instability, government expropriation of assets or the imposition of exchange controls by keeping your assets in a trust in a more stable jurisdiction;
- trusts are confidential, and as assets are held in the trust’s name (and not the settlors or the beneficiaries); and
- the trust’s accounts do not have to be filed with the Vanuatu Government.
Potential Disadvantages of a Trust:
- assets transferred to an offshore trust are legally owned and administered by the Trustee, and the settlor relinquishes control;
- many countries have strict legal reporting requirements for offshore trusts;
- practical and legal difficulties can occur when transferring assets across national borders; and
- income or capital gains generated by a trust may be subject to taxation implications for the beneficiaries.
Law Partners can help you through the process of arranging your Vanuatu trust.
Under Vanuatu’s trademarks legislation, a trademark:
- may be registered for goods, services or both;
- must have an address in Vanuatu (we can provide this for you);
- is protected for 10 years; and
- may be renewed.
Once your application is lodged and satisfies trademark examination requirements, it will be published in the Official Gazette. If there is no opposition within 28 days it will be officially registered as a trademark. Trademarks are renewed annually.
We can help you with your trademark application, as well as provide an address for service and assist with your annual renewals.
Mail Forwarding Services
We can provide you with a mail collection and forwarding service via a Vanuatu PO Box. Our personalized service can include scanning and emailing documents or forwarding documents in a plain envelope by mail or courier according to your instructions.