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Yes, foreign companies can do business in Vanuatu. As such, it is under obligation to register as an overseas company with the Vanuatu Financial Services Commission (VFSC) no later than 20 working days following the commencement of its doing business in Vanuatu.

Carrying on Business' Defined: Section 11 of the Companies Act 2009 defines the term "carrying on business." In general, it considers carrying on business to mean having a physical presence within Vanuatu, executing a transaction, or offering goods and services within Vanuatu. It is recommended that one refer to the Act in particular or seek advice from lawyers as to whether or not their company's activities are defined as carrying on business in Vanuatu.

1. Registration Process:

  • Application Filing: A duly completed application form from the VFSC, together with supporting documentation including the Memorandum and Articles of Association, a list of consenting directors, and their consent forms.
  • Supporting Documentation: Copies of passport identification pages for all foreign shareholders and directors.
  • Payment of Fee: The incorporation fee will be paid, which depends on the authorized share capital of the company.
  • Certificate Issuance: Upon approval, the VFSC will issue a Certificate of Incorporation, after which the company can legally commence business in Vanuatu.

2. Obligations of Overseas Companies:

  • Annual Returns: File an annual return by the specified date each year.
  • Compliance: Adhere to Vanuatu's foreign investment laws and other applicable regulations.
  • Notification of Changes: Inform the VFSC of changes to company name, registered office, directors, or authorized representatives.
  • Deregistration: A case where the company wishes to cease business in Vanuatu should be communicated to the public and the Registrar accordingly.

3. Additional Requirements:

  • Business License: A license, if applicable, from the relevant licensing authority depending on the place of operation.
  • Foreign Investment Approval: Obtain a Certificate of Foreign Investment Registration (FIRC) from the VFIPA before commencing business in Vanuatu.
  • Taxation and Employment: Register for Value Added Tax if applicable, and also comply with all the employment regulations, including work permits and registration with the Vanuatu National Provident Fund.

It is advisable that the local legal and business advisors be engaged to assist in the registration process and ensure full compliance with the legal requirements of Vanuatu.

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