LAWS OF THE REPUBLIC OF VANUATU
COMPANIES [CAP. 191.
Commencement: 27 October 1986
LAWS OF THE REPUBLIC OF VANUATU
CONSOLIDATED EDITION 2004
Act 12 of 1986
Act 4 of 1990
Act 31 of 1992
Act 27 of 1993
Act 4 of 1997 Act 27 of 2000
ARRANGEMENT OF SECTIONS
SECTION
PART I
Preliminary Provisions
1. Interpretation
PART II
Constitution and Incorporation of Companies
Incorporation by Registration Upon Permit of Minister - Application for permit to form a company
- Form of application
- Power to obtain further particulars
- Requirements with respect to memorandum
- Signature of memorandum
- Restriction on alteration of memorandum
- Alteration of authorised business or objects
- Objects of existing companies
- Articles of Association
- Articles prescribing regulations for companies
- Regulations required in case of unlimited company or company limited by guarantee
LAWS OF THE REPUBLIC OF VANUATU
COMPANIES [CAP. 191. - Adoption and application of Table A
- Printing and signature of articles
- Alteration of articles by special resolution
- Form of Memorandum and Articles
- Statutory forms of memorandum and articles
- Registration
- Powers of Minister on application
- Endorsement of permit on original memorandum
- Filing of memorandum
- Duties of registrar before accepting memorandum
- Certificate of incorporation, effect of registration
- Conclusiveness of certificate of incorporation
- Reregistration of Companies
- Limited companies may apply for permit to be reregistered as unlimited
- Unlimited companies may apply for permit to be reregistered as limited
- Penalty for false statement
- Penalty for falsification of memorandum or other document
- Restriction on name of company
- Change of name
- Power of registrar to require company to abandon misleading name
- Power to dispense with "limited" in name of charitable and other companies
- General Provisions with respect to Memorandum and Articles
- Effect of memorandum and articles
- Provision as to memorandum and articles of companies limited by guarantee
- Alterations in memorandum or articles increasing liability to contribute to share capital not to bind existing members without consent
- Power to alter conditions in memorandum which could have been contained in articles
- Copies of memorandum and articles to be given to members
- Issued copies of memorandum to embody alterations
Provisions with respect to Names of Companies LAWS OF THE REPUBLIC OF VANUATU
COMPANIES [CAP. 191.
Membership of Company - Definition of member
- Membership of holding company
- Meaning of "private company"
- Consequences of default in complying with conditions constituting a company a private company
- Restriction on alteration of articles
- Passing of resolutions by entries in minute book etc.
- Reduction of Number of Members below Legal Minimum
- Members severally liable for debts where business carried on with fewer than seven, or in case of private company two, members
- Preincorporation contracts
- Capacity of company
- 45.
- Unauthorised acts
- 46.
- Form of contracts
- Bills of exchange and promissory notes
- Execution of deeds abroad
- Power of company to have official seal for use abroad
Authentication of Documents
- Authentication of documents
PART III Share Capital and Debentures Prospectus
- Prospectus to be approved by Minister
- Matters to be stated and reports to be set out in prospectus
- Exclusion of section 52 and relaxation of Schedule 4 in case of certain prospectuses
- Expert's consent to issue of prospectus containing statement by him
- Registration of prospectus
- Civil liability for misstatements in prospectus
Contracts, etc. LAWS OF THE REPUBLIC OF VANUATU
COMPANIES
[CAP. 191. - Criminal liability for misstatements in prospectus
- Document containing offer of shares or debentures for sale to be deemed prospectus
- Interpretation of provisions relating to prospectuses
- Allotment
- Prohibition of allotment unless minimum subscription received
- Effect of irregular allotment
- Applications for, and allotment of, shares and debentures
- Allotment of shares and debentures to be dealt in on stock exchange
- Return as to allotments
- Commissions and Discounts, etc.
- Power to pay certain commissions, and prohibition of payment of all other commissions, discounts, etc.
- Prohibition of provision of financial assistance by company for purchase of or subscription for its own, or its holding company's, shares
- Construction of References to offering Shares or Debentures to the Public
- Construction of references to offering shares or debentures to the public
- Issue of Shares at Premium and Discount and Redeemable Preference Shares
- Application of premiums received on issue of shares
- Prohibition on allotment of shares at a discount
- Power to issue redeemable preference shares
- Miscellaneous Provisions as to Share Capital
- Power of company to arrange for different amounts being paid on shares
- Power of company limited by shares to alter its share capital
- Notice to registrar of consolidation of share capital, conversion of shares into stock, etc.
- Notice of increase of share capital
- Reduction of Share Capital
- Special resolution for reduction of share capital
- Application to court for confirming order, objections by creditors, and settlement of list of objecting creditors
- Order confirming reduction and powers of court on making such order
- Registration of order and minute of reduction
LAWS OF THE REPUBLIC OF VANUATU
COMPANIES [CAP. 191. - Liability of members in respect of reduced shares
- Penalty for concealing name of creditor, etc.
- Variation of Shareholders' Rights
- Rights of holders of special classes of shares
- Transfer of Shares and Debentures, Evidence of Title, etc.
- Numbering of shares
- Transfer not to be registered except on production of instrument of transfer
- Transfer by personal representative
- Registration of transfer at request of transferor
- Notice of refusal to register transfer
- Certification of transfers
- Duties of company with respect to issue of certificates
- Certificate to be evidence of title
- Evidence of grant of probate
- Issue and effect of share warrants to bearer
- Penalty for personation of shareholder
- Special Provisions as to Debentures
- Register of debenture holders
- Rights of inspection of register of debenture holders and to copies of register and trust deed
- Liability of trustees for debenture holders
- Perpetual debentures
- Power to reissue redeemed debentures in certain cases
- Specific performance of contracts to subscribe for debentures
- Payment of certain debts out of assets subject to floating charge in priority to claims under the charge
- PART IV Registration of Charges Registration of Charges with Registrar of Companies
- Registration of charges created by companies
101. | Charges to secure fluctuating amounts |
102. | Duty of company to register charges created by company |
103. | Duty of company to register charges existing on property acquired |
| LAWS OF THE REPUBLIC OF VANUATU |
COMPANIES [CAP. 191. - Register of charges to be kept by registrar
- Endorsement of certificate of registration on debentures
- Entries of satisfaction and release of property from charge
- Rectification of register of charges
- Registration of enforcement of security
- Provisions as to Copies of Instruments creating Charges
- Copies of instruments creating charges to be kept by company
- Right to inspect copies of instruments creating charges
- Application of Part IV to Companies Incorporated Outside Vanuatu
- Application of Part IV to charges created, and property subject to charge acquired, by company incorporated outside Vanuatu
PART V Management and Administration Registered Office and Name
- Registered office of company
- Publication of name by company
- Register of members
- 115.
- Index of members
- Provisions as to entries in register in relation to share warrants
- Inspection of register and index
- Consequences of failure to comply with requirements as to register owing to
- Power to close register
- Power of court to rectify register
- Trusts not to be entered on register
- Register to be evidence
- Power for company to keep branch register
- Regulations as to branch register
- Stamp duty in case of shares registered in branch registers
- Provisions as to branch registers kept in Vanuatu
LAWS OF THE REPUBLIC OF VANUATU
COMPANIES
[CAP. 191.
Annual Return
127. Duty to deliver annual returns 128. | (Repealed) |
129. | (Repealed) |
130. | (Repealed) |
131. | (Repealed) |
| Meetings and Proceedings |
132. | Annual general meeting |
133. | Convening of extraordinary general meeting on requisition |
134. | Length of notice for calling meetings |
135. | General provisions as to meetings and votes |
136. | Power of court to order meeting |
137. | Proxies |
138. | Right to demand a poll |
139. | Voting on a poll |
140. | Representation of corporations at meetings of companies and of creditors |
141. | Circulation of members' resolutions, etc. |
142. | Extraordinary and special resolutions |
143. | Resolutions requiring special notice |
144. | Registration and copies of certain resolutions and agreements |
145. | Resolutions passed at adjourned meetings |
146. | Minutes of proceedings of meetings of company and of directors and managers |
147. | Inspection of minute books |
| Accounts and Audit |
148. | Keeping of books of account |
149. | Financial year |
149A. | Accounting reference periods and accounting reference dates |
149B. | Alteration of accounting reference date |
149C. | Profit and loss account and balance sheet |
150. | General provisions as to contents and form of accounts |
| LAWS OF THE REPUBLIC OF VANUATU |
COMPANIES [CAP. 191. - Statement in holding company's accounts of identities and places of incorporation of subsidiaries, and particulars of shareholdings therein
- Statement in company's accounts of identities and places of incorporation of companies not subsidiaries whose shares it holds, and particulars of those shares
- Statement in subsidiary company's accounts of name and place of incorporation of its ultimate holding company
- Obligation to lay group accounts before holding company
- Form of group accounts
- Contents of groups accounts
157. | Financial year of holding company and subsidiary |
158. | Meaning of "holding company" and "subsidiary" |
159. | Signing of balance sheet |
160. | Accounts and auditors' report to be annexed to balance sheet |
161. | Directors' report to be laid before the company at annual general meeting |
162. | Right to receive copies of balance sheets, auditors' report and directors' report |
163. | Appointment and remuneration of auditors |
164. | Appointment of auditor optional for certain private companies |
165. | Provisions as to resolutions relating to appointment and removal of auditors |
166. | Disqualification for appointment as auditor |
167. | Auditors' report and right of access to books and to attend and be heard at |
| meetings |
168. | Construction of references to documents annexed to accounts |
| Inspection |
169. | Investigation of company's affairs |
170. | Power of inspectors to carry investigation into affairs of related companies |
171. | Power of inspector to inform Minister of matters tending to show commission of |
| offence |
172. | Production of documents, and evidence, on investigation |
173. | Inspectors' report |
174. | Power of Minister to present windingup petition or petition under section 217 in |
| consequence of investigation, etc. |
175. | Power of Minister to bring civil proceedings on behalf of body corporate |
176. | Expenses of investigation of company's affairs |
| LAWS OF THE REPUBLIC OF VANUATU |
| COMPANIES |
| [CAP. 191. |
- Inspectors' report to be evidence
- Appointment and powers of inspectors to investigate ownership of company
- Power to require information as to persons interested in shares or debentures
- Power to impose restrictions on shares or debentures
- Saving for legal practitioners and bankers
- Extension of Minister's powers of investigation to certain bodies incorporated outside Vanuatu
- Inspection of Company’s Books and Papers
- Power of Minister to require production of documents
- Entry and search of premises
- Provision for security of information
- Penalization of destruction, mutilation, etc., of company documents
- Penalization of furnishing false information
- Saving for legal practitioners and bankers
- Directors and other Officers
- Directors
- Secretary
- Prohibition of certain persons being sole director or secretary
- Avoidance of acts done by person in dual capacity as director and secretary
- Validity of acts of directors
- Restrictions on appointment or advertisement of director
- Share qualifications of directors
- Removal of directors
- Alternate directors
- Resolution in lieu of meeting
- Provisions as to undischarged bankrupts acting as directors
- Power to restrain fraudulent persons from managing companies
- Loans to directors
- Approval of company requisite for payment by it to director for loss of office, etc.
- Approval of company requisite for any payment, in connection with transfer of its property, to director for loss of office, etc.
- Duty of director to disclose payment for loss of office, etc., made in connection with transfer of shares in company
LAWS OF THE REPUBLIC OF VANUATU
COMPANIES [CAP. 191. - Provisions supplementary to sections 202 to 204
- Particulars in accounts of loans to officers, etc.
- General duty to make disclosure for purposes of section 206
- Disclosure by directors of interests in contracts
- Register of directors and secretaries
- Provisions as to assignment of office by directors
- Avoidance of Provisions in Articles or Contracts relieving Officers from Liability
- Provisions as to liability of officers and auditors
- Arrangements and Reconstructions
- Power to compromise with creditors and members
- Information as to compromises with creditors and members
- Provisions for facilitating reconstruction and amalgamation of companies
215. Power to acquire shares of shareholders dissenting from scheme or contract approved by majority Minorities
216. Alternative remedy to windingup in cases of oppression
PART VI WindingUp
(i) Preliminary Modes of WindingUp - Modes of windingup
Contributories - 218.
- Liability as contributories of present and past members
- 219.
- Definition of "contributory"
220. | Nature of liability of contributory |
221. | Contributories in case of death of member |
222. | Contributories in case of bankruptcy of member |
| (ii) | Windingup by the Court |
| Jurisdiction |
223. | Jurisdiction to windup companies registered in Vanuatu |
LAWS OF THE REPUBLIC OF VANUATU
COMPANIES
[CAP. 191.
Cases in which a Company may be woundup by the Court - Circumstances in which a company may be woundup by the court
- Definition of inability to pay debts
- Petition for WindingUp and Effects thereof
- Provisions as to application for windingup
- Powers of court on hearing petition
- Power to stay or restrain proceedings against company
- Avoidance of dispositions of property, etc., after commencement of windingup
- Avoidance of attachments, etc.
- Commencement of WindingUp
- Commencement of windingup by the court
- Consequences of WindingUp Order
- Copy of order to be forwarded to registrar
- Actions stayed on windingup order
- Effect of windingup order
- Official Receiver in WindingUp
- Official receiver in bankruptcy to be official receiver for windingup purposes
- Appointment of official receiver by court in certain cases
- Statement of company's affairs to be submitted to official receiver
238. | Report by official receiver |
239. | Power of court to appoint liquidators |
240. | Appointment and powers of provisional liquidator |
241. | Appointment, style, etc., of liquidators |
242. | Provisions where person other than official receiver is appointed liquidator |
243. | General provisions as to liquidators |
244. | Custody of company's property |
245. | Vesting of property of company in liquidator |
246. | Powers of liquidator |
247. | Exercise and control of liquidator's powers |
248. | Books to be kept by liquidator |
249. | Payments of liquidator into trust account, etc. |
| LAWS OF THE REPUBLIC OF VANUATU |
COMPANIES [CAP. 191. - Audit of liquidator's accounts
- Control of Minister over liquidators
- Release of liquidators
- Committees of Inspection
- Meetings of creditors and contributories to determine whether committee o