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VANUATU
1. Company law
The most recent update in the Company Law Act introduced changes to the audit exemption thresholds, and in order for a company to avail of the exemption its turnover must not exceed EUR7.3m and the balance sheet total must not exceed EUR3.65m. A further change brought about by this Act was the increase of the maximum membership of a private company from 50 persons to 99 persons.
2.
Types of company:
(a) type
of company preferred for international transactions:
Private or public; limited or unlimited; multi-member or single member companies.
Private limited by shares.
(b) shareless companies:
Companies limited by guarantee and not having a share capital can also be incorporated.
3. Capital requirements:
Private Companies (other than single member companies): two shareholders, with two shares subscribed for at incorporation. Public Company: a minimum capital of EUR38,092 allotted share capital paid up to the extent of 25% of nominal value and 100% of share premium. Capital can be expressed in any currency.
4. Costs to incorporate, excluding government fees:
On average EUR400 but varies depending on agent.
5. Fees paid to authorities to incorporate:
EUR60.00 payable to Companies Registration Office. Companies Capital Duty abolished in 2005.
6. Annual fees paid to authorities:
Annual Return Fee - EUR40.00 for Paper Filing; EUR20.00 for online filing; EUR100.00 late filing fee plus EUR3.00 per day thereafter to a maximum EUR1,200.00.
7.
Taxation rates applied to companies generally:
(a)
the taxation of companies in 2 (a)
The corporation tax rate is currently 25% for non-trading income. This is reduced to 12.5% for qualifying trading income.
8. Method of incorporation:
Statutory form A1, Memorandum and Articles of Association must be filed with the Companies Registration Office with appropriate fee.
9. Who may incorporate - specify what, if any, local representatives/ professionals required?
Subscribers of any nationality or their agents.
(a) are ready made companies available?
No.
10. Length of time to incorporate:
5 to 10 working days.
11. Minimum members:
Private Limited Company: minimum of one (single member). Private Unlimited Company: minimum of two. Public Company: minimum of seven. Members can be either bodies corporate or natural persons.
12. Registered office:
Must be situated in Ireland.
Can be an agent/solicitor/accountant.
13. Directors and secretary:
Every company must have two directors and a secretary. It is permissible for one of two directors to act in the capacity also of Company Secretary. A corporate body cannot be a director but may be a secretary. There are proposals to introduce single director companies in the Company Law Consolidation and Reform Bill 2008.
(a) Must a director/ secretary be resident?
Companies are required to have at least one Irish resident director or a bond in the prescribed form in lieu of same. The incorporating agent can arrange this. There is a maximum amount of directorships set at 25 per person from that date also, however, in group situations a parent and its subsidiaries can be counted as one. There is no requirement that a Company Secretary be resident.
(b) Are Corporate Directors allowed?
Corporate directors are not currently allowed.
14. Appointee directors/ secretary possible?
Yes. However, full responsibilities of directors/secretary apply and there is provision in the legislation for alternate directors.
15. Amount of fees payable to appointee directors/ secretary:
Varies.
16. Meetings:
At least one directors’ meeting to be held every year, to accept accounts and to call Annual General Meeting. An Annual General Meeting to be held each calendar year to receive and adopt the financial statements – see statutory requirements in Acts. Extraordinary General Meetings in circumstances where prescribed by legislation.
17. Annual return:
Must be submitted within 6 months of Incorporation, and thereafter, annually to the Companies Registration Office.
(a) Must financial statements of a company be audited?
Yes. However, if a Limited Liability Company, in both the financial year in question and in the previous financial year:
• has a turnover of not exceeding EUR7.3m; • has a balance sheet total not exceeding EUR3.65m; • has an average number of employees not exceeding 50; • is not a parent company or a subsidiary company (within the meaning of the European Communities (Companies: Group Accounts) Regulations, 1992); • does not come within one of the 19 classes of companies listed in the Second Schedule to the Companies (Amendment)(No.2) Act 1999 (e.g. companies such as insurance companies, banks etc) and its last annual return was filed within the required period; then it may rely upon the exemption from the requirement to have its accounts audited.
18. Is disclosure of profits required by filing balance sheets with annual returns?
What is disclosed in the accounts varies depending upon the size of the company. A small company may file an abridged Balance Sheet, Auditors Report and some notes to the Accounts. It does not have to file a Profit & Loss Account or Directors Report. A medium company may file an abridged Balance Sheet and a Profit & Loss Account but does not have to disclose a Turnover figure. It must, however, file a Director’s Report and Notes to the Accounts. A large company is obliged to file the Profit and Loss Account, Balance Sheet and Directors and Auditors report.
A small company is defined as a company which satisfies at least two of the following criteria:
(1) Turnover not exceeding EUR3,809,000; (2) Balance Sheet total not exceeding EUR1,905,000; (3) Average number of employees not to exceed 50.
A medium company is defined as a company which satisfies at least two of the following criteria:
(1) Turnover not exceeding EUR15,236,856; (2) Balance Sheet total exceeding EUR7,618,429; (3) Average number of employees not to exceed 250.
Any company failing to meet with any of the above criteria is considered to be a large company.
19. Are there any exchange control or other financial restraints imposed upon a company?
None. However, there are company law restrictions in relation to shareholder financing.
20. Companies formed in the last year:
Approx. 19,000.
21. Number of companies on the company register altogether:
Not available.
S
I T E M A P
22. How, if any, is migration into and out of the jurisdiction achieved?
Migration is not provided for. A foreign company can register on the external register of companies as a branch or pace of business.
23. Is migration out of your country provided for?
Not allowed. A company must transfer its assets to a new company in another jurisdiction and the existing Irish company must be dissolved.
24. Any amendments to company law over the last 12 months:
N/A.
25. Anticipated amendments to company law over the next 12 months:
Companies Law Consolidation and Reform Bill 2008 is expected in late 2008.
