Every insurance company must comply with the following:
Formation of an Insurance Company
Every insurance and reinsurance company must have at least two shareholders. Normally, PITCO’s service companies (Pine Limited and Teak Limited) act as the subscribers to the Memorandum and Articles of Association. This allows all the necessary paperwork to be completed in Vanuatu prior to incorporation. After incorporation, additional shares are then allotted to the beneficial owner(s) and Pine and Teak Limited furnish Declarations of Trust in respect of their holdings.
In our experience, it is expedient for Pine and Teak to continue their nominee holdings so that shareholder meetings can be held here at short notice in case of need.
Should you wish to nominate the initial subscribers, please contact us and we will send you the necessary documents and forms for completion. This alternative takes a bit longer and adds somewhat to the cost.
Every insurance company must have at least one director and at least one director shall be resident in Vanuatu. An alternate director resident in Vanuatu fulfills the residency requirement. We can provide such an alternate. In all cases we recommend that Oak Limited be appointed at least an alternate director in order to satisfy the Act’s requirement for not less than one director to be resident in Vanuatu. In Vanuatu, companies may act as directors of other companies. The board of directors of every insurance company shall hold at least one meeting in Vanuatu in each calendar year. This may be complied with by circular resolution of directors.
Every insurance company shall cause proper books of account to be kept at the registered office or at such other place as the directors think fit provided that if books of account are kept a a place outside Vanuatu there shall be sent to, and kept at a place in Vanuatu and be at all times open to inspection by the directors, such accounts and returns with respect to the business dealt with in the books of account so kept as will disclose with reasonable accuracy the financial position of that business at intervals not exceeding six months and will enable to be prepared in accordance with the Act the company’s balance sheet, its profit and loss account or income and expenditure account, and any document annexed to any of those documents giving information which is required by the Act and is thereby allowed to be so given.
Often owners find it appropriate for tax or other reasons to not keep the books of account in your jurisdiction and we can furnish this service for you in Vanuatu. We provide multi-currency accounting facilities under the supervision of qualified accountants.
Every insurance company shall at each annual general meeting appoint an auditor. Auditors must be members of bodies of accountants established in Vanuatu, or any British Commonwealth country or authorized by the Minister of Finance in Vanuatu, as having similar qualifications obtained elsewhere.
We do not recommend the appointment of autitors not resident hre in Vanuatu as this tends to detract from the ‘mind and management in Vanuatu’ concept which is so vital in most international transactions. Even if books of account are maintained outside Vanuatu the audit certificate should be issued from Vanuatu.
Every life insurance company requires a paid up and issued capital of not less than VT25,000,000, and every general insurance company requires a paid up and issued capital of not less than VT30,000. We can apply for the incorporation and licensing upon receipt of US$7,500 (out of which initial the fees set out below would be paid). Evidence of the provision of the remainder of the requisite paid up capital would have to be supplied before the insurance company may commence business. There are no restrictions on the use of paid up capital or the disposition of the funds once they have been subscribed.
It should be noted that the Government initial and annual Company Registration Fee (as distinct from the annual insurance license) is shown below as U$500. This covers an authorized capital of up to approximately VT35,000,000. With higher capital, the government’s fee increases up to a maximum of US$2,500 per annum for capital above US$2,500. If you wish to incorporate an insurance company with an authorized capital in excess of US$350,000, you must adjust the amount of Government Annual Company Registration fees due shown below.
The fees payable in respect of establishing and maintaining an insurance company in Vanuatu are:
(required in advance)
|Government First Annual Insurance License||
|Government First Annual Co. Registration fee||
|PITCO’s First Annual Representation fee||
|PITCO’s establishment fee||
|Government Annual Insurance License||
|Government Annual Co. Registration fee||
|PITCO’s Annual Representation fee||
|Accounting & Management fees charged on a time and responsibility basis|
Please note that it is a requirement that all clients keep in Vanuatu, under our control, not less than US$1,000 or equivalent in another currency. This amount is an asset of the client entity and is invested in one of our cash management (money market) funds.
Note that all applicants need to supply the following information:
- Full name (and former names if any), residential address, occupation and nationality of their proposed directors. Also details of their insurance experience. The Vanuatu Government will accept PITCO nominees in the first instance.
- Full details of beneficial owners and independent written evidence of bona fides and good character.
- Full names and addresses, nationality and experience of the person(s) who will be responsible for insurance and administrative decisions on a day-to-day basis.
- Proof, either by audited accounts or personal net worth statements, that one or more of the beneficial owners is of substantial means.
The required forms are available on request.
Copyright © 2001, Pacific International Trust Co Ltd This page last updated 7 June 2001