Vanuatu International Company(IC)Legal conditions and compliance guidance

Vanuatu International Company(IC)Legal conditions and compliance guidance

(Hong Kong Huitong Offshore Structure and Legal Compliance Guidelines)

Set the context:Vanuatu International Company, IC) according to localInternational Corporate Lawset up,byVanuatu Financial Services Commission (VFSC)Coordinate supervision。The entity enjoys a 20-year statutory tax exemption (exemption from corporate income tax、Capital gains tax and stamp duty),No foreign exchange controls throughout the territory。The law prohibits international companies from conducting substantial business or holding real estate locally.。Hong Kong Huitong provides corporate search for applicants、Submission of bilingual charter for approval、Legal Agent and Address Appointment、Legal agency services for executive notarization and verification (KYC) and offshore public account opening。

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1. Statutory tax and business rules

Statutory tax exemptions:Within 20 years from registration,Exemption from corporate income tax、capital gains tax、withholding tax、inheritance tax,Business transactions are exempt from stamp duty。

Information disclosure restrictions:Information about shareholders and actual controllers is not disclosed to the public.。Disclosure of relevant business information for non-legitimate purposes constitutes a criminal offense,Face a maximum fine of $100,000 or five years in prison。

Language and naming conventions:Allows the use of multilingual naming including Chinese,Chinese characters can be directly included in the official registration certificate and articles of association in accordance with the law.。

Foreign exchange and capital transfer:No exchange control regulations,There are no restrictions on cross-border fund transfers and foreign exchange settlement and sales.,Supports multi-currency pricing and issuance of various types of shares。

2. Vanuatu International Company Legal Establishment Requirements

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Company Name

Must be Corp、Inc、Ltd, etc., means the word ending with limited liability。It is prohibited to use Bank without special permission、Trust、Restricted financial words such as Fund or government-related words。

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Legal registered capital

No statutory minimum registered capital requirement。supportMultiple currenciesvaluation。Bearer shares must be paid in full before they can be issued。

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statutory director

At least 1 person,Can be a natural person or legal entity。No nationality restrictions,Not requiredVanuatuLocal residents (different from exempt companies)。

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company shareholders

At least 1 (2 for exempt companies),Foreign capital can hold 100% of the shares。Directors and shareholders can be the same entity。No mandatory appointment for international companiescompany secretaryobligation。

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Registered address and agent

statutory mandatory requirements。Must have a physical registered office within Vanuatu,and retain a legal local licenseeregistered agent

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local business ban

It is prohibited to engage in business or hold real estate in Vanuatu (except for renting office space)。It is prohibited to issue bonds to the public for financing or engage in specific activities without approvalfinancial business

3. Cases of Chinese-funded enterprises establishing entities in Vanuatu

Distant Ocean Fisheries and Processing

medium water fisheries

Establishment of Zhongwa Fisheries Co., Ltd.,Joint venture to establish fishery processing and export base and tuna production line。Chinese fishing boats are unloading and processing at the base,Get Vanuatu Origin Label for Export。

Infrastructure and Engineering

CCECC and CGGC

Register entities such as China Civil Engineering Group South Pacific Co., Ltd.。Undertaken the construction of highways on the outer islands of Vanuatu、International airport runway repair and presidential palace building and other infrastructure projects。

Real estate and cultural tourism

China Railway Overseas

Undertake the construction and development of "Runbo City" comprehensive tourism resort center,This project is included in the Vanuatu National Investment Immigration (CIIP) statutory project。

Communications and Digital Technology

Huawei、ZTE and technology companies

Register a local entity,Support the construction of 5G network and e-government data center。Relevant technology companies rely on local regulatory regulations,carry outdigital assetsand compliance deployment of stablecoin business。

4. Legal establishment process and submission of case files

Name approval and information registration

Submit proposed name search (Chinese language allowed)。Fill in the actual controller、Shareholding details of directors and shareholders and statement of proposed business scope。

Submit notarized KYC documents

Provide certified copies of the passports and driving licenses of the actual controller and directors (certified by Notary Public/Practiced Accountant, etc.,(including photos and signatures),and sign anti-money laundering(AML)statement。

Submit to VFSC official review

The local registered agent drafts the Constitution,Submit on paper to Vanuatu Financial Services Commission (VFSC) along with statutory forms。

Official registration and issuance of certificates

After confirming compliance, it will be entered into the international company register.。Issue the "Company Registration Certificate" within 24-48 hours (1-2 working days)(CI)and statutory corporate documents。

5. Administrative fees and annual maintenance standards (USD)

Statutory items/service categories statutory requirements / Charging basis (USD) Applicable conditions and instructions
Basic registration package (first year) $1,200 – $1,400 Including first-year government registration fees($150)、Legal registered address fee、Agent service fee and articles of association seal package。
Offshore account service package included (first year) $1,550 – $1,650 Includes basic registration,and provideoffshore bankMulti-currency account opening application support。
Annual Compliance Maintenance Fee (annual review) $800 – $900 / Year Covers the following year's governmentStatutory license fee($300)、Legal local agent and registered address annual fee。Must be paid before June 30 of each year。
Financial and Audit Reporting No mandatory audits and official filings Legally exempt from financial report audits and government review。However, it is mandatory to prepare and retain accounting records reflecting the financial status internally.。

6. Legal violation responsibilities and regulatory warnings

[KYC notarization requirements] Passports and other identity documents must be submitted by legal professionals (such as notaries)、Certified Copy verification by a certified public accountant or bank manager),Entries without professional notarization will be officially rejected。

[Confidentiality Law Provisions] "International Companies Law" Provisions,Except as authorized by the court,It is a criminal offense to disclose actual controller and financial records for non-legitimate purposes,Facing a maximum fine of $100,000 and five years in prison。

[Penalty for overdue annual review] Annual license fee is overdue,A statutory late payment fee of 10% of the amount due is added every month (up to 50%)。Continued default will trigger compulsory delisting and liquidation proceedings of VFSC。

[Illegal financial business ban] Applicants must sign an anti-money laundering statement。It is strictly prohibited to use IC entities to engage in banking activities that are not licensed by the VFSC、Trust and public fund-raising business。

7. Vanuatu International Company Legal Questions (FAQ)

[Main Features] Register Vanuatu International Company(IC)legal characteristics?+

Provides 20-year statutory tax holiday,No exchange controls。No nationality restrictions,Have a confidentiality mechanism (leakage will be punished),Allow registration using Chinese names。

【Category】International companies(IC)with exempt companies(Exempted)The difference?+

IC requires at least 1 director and does not need to be a local resident,No need to appoint a company secretary。Exempt companies require at least 2 shareholders、12 local resident directors and 1 company secretary。

[Tax exemption regulations] What types of taxes are covered by the 20-year statutory tax holiday?+

Exemption from corporate income tax、capital gains tax、withholding tax、Business license fee,Exemption from stamp duty on company shares and business transactions、Inheritance and gift taxes。

[Capital Requirements] Are there statutory amounts and capital verification requirements for registered capital?+

No statutory minimum registered capital requirement。Normally no nominal capital is established,No capital verification link,Support any currency denominated expression。

[Personnel Conditions] What are the nationality and location requirements for directors and shareholders?+

At least 1 director and 1 shareholder (can be concurrently held by the same entity)。No nationality and residence restrictions,Support the use of nominee legal person directors and nominee shareholders。

[Due Due Diligence Documents] What KYC legal documents need to be submitted to register a company?+

Certified copies of the passports and driving licenses of the actual controller and proposed directors must be submitted (certified by a notary/accountant, etc.,(including facial photo and signature),and sign a legal anti-money laundering statement。

[Privacy Protection] Are the actual controller and financial information disclosed to the public?+

The shareholder list and financial information are not disclosed to the public.。Except for the ruling of the competent court in accordance with the law,Disclosure of relevant information for abnormal business purposes constitutes a criminal offense。

[Approval cycle] How long does it take from submitting an application to VFSC to issuing a certificate?+

After preparing the notarized KYC information and submitting it to VFSC,Complete registration and issue certificate within 24 to 48 hours (i.e. 1-2 working days)。

[Secretary Company] Is it necessary to appoint a local agent and registered address?+

statutory mandatory requirements。The international company must maintain a licensed registered agent and physical registered office in Vanuatu during its existence (provided by Hong Kong Huitong)。

[Financial Review] Do Vanuatu companies need to conduct annual audits?+

Annual financial statement audit is not required by law,There is no need to submit it to the government for review。However, accounting records reflecting the financial position must be prepared and maintained internally。

[International Account Opening] Can a Vanuatu entity open a multi-currency bank account?+

support。With certified legal registration documents and company business plan,You can apply for a multi-currency account with an international offshore bank through a registered agent。

[Relocation Mechanism] Is cross-border reorganization and relocation of domestic and foreign companies allowed?+

Provide two-way relocation mechanism (Continuation)。Allowing foreign entities to move into Vanuatu,Vanuatu IC is also allowed to relocate to other countries.,Maintain the historical continuity of corporate legal persons。

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