Incorporation Form

HUDSON & CO.

CONFIDENTIAL INFORMATION REQUIRED FOR THE INCORPORATION AND ADMINISTRATION OF A VANUATU COMPANY

Before completing this form please read the notes on Vanuatu as a “Financial Centre”


(Once a copy of the form has been printed and completed please mail or fax it to Hudson & Co., contact details are included at the bottom of this page).

1. SUGGESTED NAMES

        (in order of preference)

(1)

(2)

(3)

N.B. There are restrictions on the use of names suggesting connections with Royalty, government, public authorities, and “Corporation” is not permitted.

2. ACTIVITIES

For all companies – what are the activities proposed to be engaged in by the Company, and in what areas? Please be as specific as you can.

3. SITUATION IN VANUATU OF REGISTERED OFFICE, REGISTERS AND ACCOUNTS

        May be maintained at our offices. If not, please specify.

4. TYPE OF COMPANY

Please state

(a) Whether limited by shares, limited by guarantee, or unlimited. The first is the usual one for a commercial enterprise, as the second type is appropriate for a non-profit organization, and the third does not limit members’ liability.

(b) Whether “local”, “exempted” or “international”. The last is the normal one for international activities, except banking, insurance, trustee business, and selling shares to the public.

(c) For local and exempted companies, whether “private” or “public”. A private company cannot have over 50 members, nor invite public subscriptions. It need only have 2 shareholders, 1 director and 1 secretary. A public company must have 7 shareholders, 2 directors and a secretary.

5. CONSTITUTION (International Companies only)

We recommend our usual form, which enables all activities to be carried on, and sets out the company’s internal procedures. If you have any particular requirements, please advise.

6. MEMORANDUM OF ASSOCIATION (similar to U.S. Articles of Incorporation)

      (Applicable to local and exempted companies only)

 

Our usual form enables all activities to be carried on, but please advise if you have special requirements.

7. CAPITAL

Please state:

(a) For local and exempted companies only – authorised amount (which need not be fully issued). The maximum for the minimum fee is VT50,000,000 for an exempted company, and VT35,000,000 for a local one.

 

(b) Currency in which capital is to be expressed:

 

(c) Denomination of shares (need not be fixed):

 

(d) Classes of share (if more than one class required please give full details including dividend, voting and capital repayment rights).

 

(e) Terms of issue – at par and for cash is usual.

 

8. ARTICLES OF ASSOCIATION (similar to U.S. By-laws)

(Local and Exempted Companies only)

A set of articles (“Table A”) is set out in the Companies Regulation, and will apply to a local or exempted company limited by shares unless express provision is made to the contrary. We recommend that our usual form of articles be used, which modifies Table A by providing for members to have pre-emption rights in respect of share issues and sales. If a company is to be limited by guarantee or to have unlimited liability Articles of Association must be filed. Do you therefore:

(i) Require the company to adopt Table A Regulations?

(ii) Wish to use our usual Articles?

(iii) Do you wish to file special Articles? If so, please supply a draft, or advise your requirements.

 

9. MEETINGS OF SHAREHOLDERS

(i) Do you require any restrictions on where meetings may be held?

(ii) Do you have special requirements regarding a quorum?

 

10. ISSUE OF SHARES

(i) Shares as you require will be issued to each subscriber to the Memorandum of Association. For convenience, we will provide the subscribers. Please advise the number of shares.

(ii) For whose beneficial ownership are they to be held? Please state:

(a) Names

(b) Addresses

(c) Nationalities

(d) Occupations

If a company, please advise similar details of its directors, beneficial owners and activities.

(iii) Do you require that the shares be held pursuant to a discretionary trust?

(iv) If so, who is to have the power of changing the trustee and beneficiaries?

(v) Who are to be the beneficiaries?

 

11. DIRECTORS AND SECRETARY

(i) Please state maximum and minimum of directors and quorum for meetings.

(ii) Do you require our firm to provide all of the directors and the secretary? If we are to provide the registered office only, a member of our staff may be appointed secretary, for convenience in signing returns, etc.

(iii) If not, please state full names, addresses, occupations and nationalities of other officers. For local or exempted companies at least one director has to be resident in Vanuatu.

(iv) Do you require any restriction on where directors’ meetings are to be held?

 

12. EXCHANGE CONTROL

If you are residing in an area subject to exchange controls it will be necessary to confirm with your Exchange Control Authority that any proposed transfer of funds is permitted.

13. BANK ACCOUNTS

(i) Please give details of bank(s) including branches at which company is to open an account and the currency in which such an account is to be maintained.

(ii) Please state any signing arrangements which you would like to apply to the account.

N.B. If our firm is required to provide all the directors, instructions would normally be given by two of them jointly on behalf of the company.

14. FINANCIAL ACCOUNTS

 

      Statutory requirements call for books of account to be maintained by all companies. A profit and loss account and balance sheet have to be prepared annually for, and an auditors’ report attached to the balance sheet of, “local” companies with an annual turn-over of VT20,000,000 or more, public companies and their private subsidiaries, and any companies engaged in banking, insurance, trustee business, or selling securities to the public.

 

(i) Do you require books of account to be maintained by accountants?

(ii) If so, please state who is to carry out these functions, and if they are also to be the auditors (if required).

(iii) Have you any preference regarding the annual balance date?

 

15. CABLE ADDRESS

Do you want the company to have a cable address? If so, please indicate 3 alternatives.

16. ADVICE REGARDING AFFAIRS OF COMPANY

Please give full names and addresses of parties from whom we are authorised to accept advice and indicate their authority, and whether jointly or severally.

17. INDEMNITY

We will require the promoter(s) and/or beneficial owner(s) to complete our normal indemnity (enclosed) in respect of services provided for, and actions taken on behalf of the company.

18. COSTS AND EXPENSES

Incorporation and trust costs are payable in advance and will be: US$
– International Company 500
– Exempted Ordinary Company 975
– Local Ordinary Company 850
– Exempted Banking Company 6,275
– Exempted Insurance Company 2,020
– Discretionary Trust 365

19. REFERENCES

 

      For all companies, personal references are required in respect of the beneficial owners, from their bankers, lawyers, or accountants. Please foward at least two such references for each person.

 

 

      For incorporating banks, a draft form of letter of reference is

enclosed

    (draft is only for banks).

20. OTHER MATTERS

Are there any other points which you wish to raise?

DATE:

SIGNATURE OF PROMOTER OR )
  )
AUTHORISED AGENT )