Forming a local company or not-for profit, body corporate administration, assistance with permits, licenses, and other statutory and regulatory obligations.
Local Company Formation
Investors who are interested in operating a business in Vanuatu, or holding an interest in property or other companies, usually form a local Vanuatu company.
Similar to limited liability companies in most countries around the world, a local company in Vanuatu:
- takes only a few days to incorporate;
- is permitted to hold a land lease and / or operate a business in Vanuatu provided any non-citizen owner(s) hold Vanuatu Foreign Investment Promotion Agency (VFIPA) approval and a valid business licence;
- has a minimum of one director, who must be a natural person and a resident of Vanuatu;
- has no minimum capital requirement;
- has a minimum of one shareholder (we can arrange a nominee shareholder for you);
- must file an annual return detailing the company’s director(s) and shareholder(s), with an annual renewal fee to the Vanuatu Financial Services Commission (VFSC) and is a matter of public record;
- holds an Annual General Meeting each year; and
- is audited annually if the company’s annual turnover exceeds VT 50,000,000 p.a. (or if the company holds a banking, trust, security dealing, insurance or other specific licence requiring audited accounts).
There are additional requirements for local companies that wish to operate as banks, insurance companies, trust companies and other specific licences.
Law Partners is here to help you with your new company’s incorporation, or the acquisition or change of ownership of an existing company. We assist with all local company requirements and can provide you with a registered office and corporate secretarial services, to remind and assist you to meet and maintain necessary requirements too.
Companies incorporated outside of Vanuatu are able to register as an overseas company (a branch) to conduct business in Vanuatu, and do not need to incorporate a separate local company.
Foreign Investment (VFIPA)
Foreign investors wishing to establish or purchase an existing business in Vanuatu must apply to the Vanuatu Foreign Investment Promotion Agency (VFIPA) who is responsible for the assessment and certification of foreign investments. Do not start your business without VFIPA approval.
To complete an application, you will need a business plan, projected profit and loss statement, personal details of the investor(s), a recent Police Clearance and other documents. You may also need support or approval from other government departments depending on the nature of your proposal.
Some business categories are reserved solely for citizens of Vanuatu (such as road transport operators, public taxis and bus services) and will not be approved. Other business categories are only open to foreign investors with a minimum investment or turnover thresholds (such as tour agents and operators, guest houses or bungalows).
VFIPA certification entitles investors to apply for residency and may also entitle your business to a certain number of work permits and residency visas for foreign workers. However, application must be made to each appropriate government agency for the issue of applicable visas, permits, and licences, and comply with other Vanuatu laws for annual renewals, labour counterpart training plans and other requirements.
VFIPA Certificate holders must file an Annual Survey and pay an annual fee to continue to carry on business in Vanuatu. Any changes to business categories, ownership structure or other changes to your VFIPA Certificate must also be first approved by the VFIPA before commencing.
By the way…
- If you are looking to acquire a land lease (the only type of land title ownership that is available), be aware that it can be a tricky and lengthy process.
- Reductions in import duty are available for certain industry sectors, however you will need to apply to the respective government agency for a recommendation to the Department of Customs.
- Our Corporate and Business Services team can assist with any or all aspects of your application for VFIPA Certification and other government agency approval, and support you to maintain the ongoing compliance of your business.
If you are planning to run your business under any name other than your legal name, you (or another legal entity such as your company) are required to register your business name.
Business names may be reserved, and once registered,must be renewed annually with the Vanuatu Financial Services Commission (VFSC). Notice must be given if you stop using your business name.
Law Partners can assist you with registering and annual renewal of your business name with the VFSC.
We can help to apply to open bank accounts for an individual, not for profit, body corporate or local Vanuatu company with any of the commercial banks in Vanuatu, including ANZ Bank, Bred Bank, BSP Vanuatu, National Bank of Vanuatu, and Wanfuteng Bank.
Accounts can generally be opened in major currencies, including AUD, USD, EURO and GBP, and there are no exchange controls in Vanuatu.
We can assist you with your bank application and liaison, including arranging meeting with a bank representative if required.
Tax Identification Number (TIN) Applications
An individual or business is required to have a Tax Identification Number (TIN) before applying for a business license, VAT registration or lodgement of rent tax returns (for residential or non-commercial rentals).
Our assistance with TIN applications is usually included as part of the process of registering your business and other licence applications.
A business licence must be obtained for each of your specific business categories prior to you starting business operation, and must be renewed annually. Business licence fees may be pro-rated at start-up or closure, and are based on gross turnover.
Tourism and Other Permits
Tourism industry operators are required to be a member of a relevant Vanuatu tourism association and hold a Tourism Certificate in order to obtain and renew business licenses for this business category. We can help you with tourism association membership, renewals and your business licence application.
Similar conditions also apply to other specific licences, such as alcohol licenses. We can help save you time by assisting with your business license applications and annual renewals.
Value Added Tax (VAT) Registration
A business must register and apply 15% Value Added Tax (VAT) to sales and services when its turnover reaches VT 4 million per annum. It is also possible to register for VAT prior to reaching this level of operation.
We are registered tax agents and can help you with your VAT registration, as well as monthly or quarterly VAT returns.
Vanuatu National Provident Fund (VNPF) Registration
All employers and eligible employees are required to register with the Vanuatu National Provident Fund (VNPF) and pay monthly contributions. In practice, employers pay monthly contributions for every employee, as well as their employee’s contribution (deducted from employee’s wages) to the VNPF.
We can assist you with your VNPF registration as part of setting up your business operations. Our Accounting team can manage your monthly contributions, as well as assist with your payroll and other accounting services.
Proprietors become a body corporate upon registration of a strata plan.
The body corporate is responsible for the administration and control of common property, abidance with by-laws and meeting body corporate statutory requirements, including maintaining registers, holding of an annual general meeting, maintaining and ensuring adequate insurance of common property via the collection of proprietor levies (administrative and sinking funds), production of annual accounts and more. You may want to engage a Body Corporate Administrator to assist with any or all of these responsibilities.
We are experienced Body Corporate Administrators and Accountants, and can assist both local and offshore proprietors’ investment interests in strata titled property in Vanuatu.
If you wish to form a not-for-profit organisation, you will need a committee of at least six members, articles of association, rules or a constitution, and a statement of assets and liabilities.
We can help you arrange your charity’s incorporation with the Vanuatu Financial Service Commission (VFSC), and provide the registered office and support services to assist your committee with ongoing compliance including annual returns, renewals, and register maintenance.
Foundations (public or private) are another type of not-for-profit organisation that may be formed in Vanuatu. In this case, registration of foundations with the VFSC requires a Charter. This should include the name of the foundation and its founders, details of assets, a registered office (which we can provide), as well as the names of the Secretary, Treasurer, Guardian, and Councillors.
Law Partners can help you to arrange registration of your foundation with the VFSC, and provide the registered office and support services to assist your foundation with ongoing compliance including annual returns, renewals, and register maintenance.
Mail Forwarding Services
We can provide you with a mail collection and forwarding service for your mail 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.