- income tax
- capital gains tax
- withholding tax
- estate duty
   
• There are no exchange controls and no reporting requirements in relation to movements of funds.
• Funds can be held in most currencies and easily switched from one to another.
• Vanuatu is in an advantageous time zone. There is a 30- to 90-minute overlap with New York (depending on daylight saving) and a three-hour lead to Hong Kong.
• Port Vila (the capital) has first class international communication facilities, with its own earth satellite station and twenty-four hour telephone, telex and facsimile transmission facilities.
• There is extensive financial, legal and banking expertise within the finance center.
• The democratically elected government is strongly committed to the development and promotion of the finance center.
• Confidentiality is assured, particularly for offshore entities, by means of strict secrecy provisions contained within the various pieces of legislation to which they relate.
• The finance center enjoys a reputation for successfully maintaining the integrity of its jurisdiction. Two pieces of legislation introduced in 1990, the Mutual Assistance in Criminal Matters Act and the Serious Offences (Confiscation of Proceeds) Act, help to prevent money laundering activity within the jurisdiction.

The Entities
The types of entity used in Vanuatu include international companies, exempted companies, trusts and local companies. The first three entities are designed for offshore use and the fourth (local company entity) is for those wishing to trade within Vanuatu.
 

1. International Companies
International companies are governed by the International Companies Act No. 32 of 1992, which is administered by the Vanuatu Financial Services Commission. This Act was designed specifically to re-establish Vanuatu's competitive edge with other offshore financial centers. An international company can be extremely flexible in its corporate structure, enjoys few reporting requirements, is subject to reduced government fees and is exempt from stamp duty.

An international company can be established within 24 hours of receipt of instructions, or even within one hour on special request (and an extra fee of US$100). To register, the company must lodge with the Commission only its Constitution, which is the Act's equivalent of a Memorandum and Articles of Association.  

All the Constitution need state is:

• the company's name
• its objects and purposes, which may be general
• its registered office and agent, which must both be in Vanuatu, and
• whether it is limited by shares or guarantee.

The Constitution is signed by the incorporator(s). The incorporators are deemed to be members until shares are allotted and can appoint the first directors to the company after incorporation.

Apart from this Constitution, and any charges against its assets, an international company need not lodge any other returns. Those that are filed are accessible to the public. Note, however, that there need not be any disclosure to anyone of the shareholding, the beneficial ownership or the directorships.

The name of an international company may be in any language, as long as the Commission is provided with a certified translation into English or French. The company may issue shares with or without par value; bearer shares; and shares with full, conditional, partial or no voting rights. The company can have a single shareholder and a single director who need not be resident in Vanuatu. Meetings may be held anywhere in the world.

An international company can operate a bank account in Vanuatu but cannot carry on business in Vanuatu, except in furtherance of its international business.
 

2. Exempted Companies
Exempted companies (as well as local companies) are governed by the Companies Act [CAP. 191], which is also administered by the Financial Services Commission. This Act is based on the Uniform Companies Act (UK), which formed the basis of company law in most Commonwealth countries. Up until May 1993 and the introduction of the International Companies Act, the exempted company was the only type of "offshore company" available.

Clients wishing to use Vanuatu as a domicile of an offshore company can choose either an international company or an exempted company. In most cases, the choice will be the international company. However, companies that offer shares to the public or that hold banking, trust or insurance licences, must be registered under the Companies Act.

Exempted companies must file annual returns, hold annual general meetings, and have a resident director. Strict secrecy provisions apply to exempted companies and, despite the additional reporting requirements, the secrecy is complete, i.e. no papers filed are accessible to the public.

To enhance secrecy, clients owning an offshore company often use our nominee companies to act as directors as well as nominee shareholders. Declarations of trust are signed by the nominee company stating that the shares are held in trust for the beneficial owner(s). If the beneficial owner does not wish to be a director, but wishes to be able to transact business on behalf of the company, it is possible to issue a limited power of attorney. This, however, can associate the attorney to control of the company which in some jurisdictions may be disadvantageous.