Business Law Reform

The VFSC is modernizing, with Asian Development Bank (ADB) support, the companies laws and the companies registry, and the bankruptcy and insolvency law. The Bills are expected to be tabled in Parliament in 2009.

Also, the VFSC is undergoing institutional reform in terms of enhancing corporate governance standards, supervisory capabilities, and organisational structure with a view to establishing Vanuatu as a modern, commercially attractive international financial center.

Company and Trust Service Providers 

FIRST INITIATIVE was approached by the Vanuatu Financial Services commission (VFSC) for technical assistance to develop the legislative framework for the regulation and supervision of Trust and Company Service Providers (CTSP). The work will continue build on the IMF funded TA to review the draft CTSP Bill modelled on the Isle of man law. It is expected that this Bill will be tabled during the November/December 2009 session of parliament. 

Private Foundations

Amendments to the International Companies Act

Offshore Limited Partnership

Amendment to the Protected Cell Companies

In keeping pace with developments in other International Finance centres, amendments the Act have become necessary to clarify existing confusions and overlaps in the various texts and make the law more attractive to the investor. It is expected that the Bill will be tabled during  2009.

In addition, the VFSC will introduce legislation for the incorporation of innovative Incorporated Cell Companies (ICC) modelled on the Guersey Law. Indeed, the attraction of this added flexibility will have even more resonance in Vanuatu where the legislation will be tailored so that the restructuring provisions of PCCs and ICCs include:

• An ordinary company can convert to a PCC or ICC

• A PCC can convert to an ICC

• An ordinary company can convert into an Incorporated Cell (IC) and become part of an ICC

• An IC can leave the umbrella of the ICC and convert into an ordinary company

• An IC can be transferred between different ICCs

• Two ICs can quasi-amalgamate

• Share capital can be issued in respect of the core and cell capital in respect of individual cells

• Individual cells can be wound up without prejudicing the healthy parts of the structure

Vanuatu will not only be at the forefront of cell company developments in this part of the world but the country has a broad range of service providers who are experienced and skilled at utilizing them to provide exceptional fund structuring solutions for their clients.

It is expected that this Bill will be tabled during 2009.

Amendment to Stamp Duties Act

The Commission is proposing changes to the Stamp Duties as part of its reform program. The changes include increased penalties for violation of certain provisions of the Act, increases in minimum fees and inclusion of chargeable instruments such as “Restrictive Agreements, Easements and Profits”. It is expected that the Bill will be tabled during 2009.

Trustee Act

The Commission is proposing to introduce a new Trustee Act for Vanuatu with the assistance of the Asian Development Bank. This Bill is expected to be tabled in Parliament during 2009.

Amendment to the Vanuatu Financial Services Commission Act

The proposed changes to the VFSC Act reflect modern approaches to management and good governance. The changes will allow greater flexibility in the operation side but greater accountability and responsibility for management and ultimately the Board. The Bill is expected to be tabled during the November/December 2009 Session of Parliament.