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VANUATU

   
   
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1. Company law
The Companies Act 1985 (as amended)); The Companies Act 2006 partially implemented.
    2. Types of company: Limited liability companies; Guarantee companies; Unlimited companies; Limited Liability Companies.

   
(a) type of company preferred for international transactions:
Private Limited Companies and Public Limited Companies.
   
(b) shareless companies:
The only shareless companies permitted are companies which are limited by guarantee of members, or which are unlimited.

   
3. Capital requirements:
There are no minimum capital requirements for private limited companies. Public limited companies need GBP50,000.
   
4. Costs to incorporate, excluding government fees:
Statutory Declaration fee of GBP5.00.
    5. Fees paid to authorities to incorporate: GBP20.00 incorporation fee. GBP15.00 electronic incorporation fee. GBP50.00 same day incorporation fee. GBP30.00 same day electronic incorporation.
   
6. Annual fees paid to authorities:
GBP30.00 annual return filing fee for all companies if sent on paper. GBP15.00 annual return filing fee for all companies if sent electronically.
    7. Taxation rates applied to companies generally:
19% for small companies with between GBP50,000 - GBP300,000 net profits; 30% for larger companies, with some marginal relief for profits up to GBP1,500,000.
    (a) the taxation of companies in 2 (a) Starting rate 10% up to GBP10,000 of profits with marginal relief for profits up to GBP50,000.
   
8. Method of incorporation:
Applications for company formation are submitted to the Companies House for approval and registration.
   
9. Who may incorporate - specify what, if any, local representatives/ professionals required?
Anyone.

   
(a) are ready made companies available?
Yes.

   
10. Length of time to incorporate:
Approximately five working days; three hours if incorporated electronically. Same day incorporation service also available.
   
11. Minimum members:
Private limited companies must have at least one member; public limited companies two members.
   
12. Registered office:
A registered office must be maintained in Great Britain.
    (a) Can the registered office be a bank/ lawyer/ accountant's office (brass plate)? Yes.
    13. Directors and secretary: A sole director is permitted, but cannot act as both sole director and company secretary.

   
(a) Must a director/ secretary be resident?
No.
   
(b) Are Corporate Directors allowed?
Yes.

   
14. Appointee directors/ secretary possible?
Yes.
    15. Amount of fees payable to appointee directors/ secretary: By private treaty between the company and its officers.
    16. Meetings: Unless they have adopted the elective regime, companies must hold an annual general meeting.
    17. Annual return:


All companies are required to file a return made up to the date of the anniversary of last Annual Return. Fines are imposed for late filing of annual accounts but not returns.

   

(a) Must financial statements of a company be audited?

A company must appoint an auditor for it's accounts unless it qualifies for exemption under Section 249a and 249aa of the Companies Act 1985.

    18. Is disclosure of profits required by filing balance sheets with annual returns? Smaller companies may file abbreviated accounts, although many choose to file full accounts. Full audited accounts are required from larger companies..
    19. Are there any exchange control or other financial restraints imposed upon a company? No.
   
20. Companies formed in the last year:
300,171 (at 14th January 2007).
    21. Number of companies on the company register altogether: 2,241,837 active companies (at 14th January 2007)

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  22. How, if any, is migration into and out of the jurisdiction achieved? Once a company is registered in Great Britain it cannot migrate unless it is dissolved and re-incorporated in the new host country, or by Act of Parliament.
  23. Is migration out of your country provided for? No, unless by Act of Parliament. However, the European Corporate vehicle (SE) was introduced on the 8th October 2004 which allows such companies to move their registered office throughout the European Community without domestic dissolution and strike-off procedures.
  24. Any amendments to company law over the last 12 months: Early implementation of parts of the Companies Act 2006 including the 1st Directive Requirements that were implemented in January 2007 (these provide for Voluntary Translations in EU member state languages).
Also, website disclosure. This legislation stipulates that all the company’s details must be posted on the company’s communications. This includes the company’s name, place of registration, registration number and registered head office details.
  25. Anticipated amendments to company law over the next 12 months: The new Insolvency Rules (and other consolidations Sis) are planned to come into force on 1st April 2008. This will reduce the number of insolvency documents filed in Court where information can be more easily obtained by stakeholders through a search of the company file at Companies House
 

 
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