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Incorporation of a Vanuatu Company with a Security Dealers Licence (SDL). Service offer

Vanuatu Security Dealers Licence (SDL) enables to provide:
• broker services,
• Forex services,
• lending services,
• financial advice,
• services related to payment systems and electronic money.

The licensing procedure in Vanuatu, by default, involves the application for two types of licences:

the Principal’s Licence in the name of the company and the

Representative’s Licence for a representative of the company.

Depending on the specific type of activity of the company, it may be necessary to obtain a Principal’s Licence of several classes:

Class А licence

enables to carry on the business of dealing in

  • debenture stocks;
  • loan stock, bonds;
  • certificate of deposit;
  • proceeds of Foreign Exchange).

Class B licence

enables to carry on the business of dealing in future contracts and derivative products but not limited to futures and options).

Class C licence

enables to carry on the business of

  • dealing in shares in capital of a corporation;
  • proceeds of precious metals;
  • proceeds of commodities;
  • a right despite whether or not conferred by warrant, subscribe for shares or debt instruments;
  • a right under depository receipt;
  • a right under a contract for the acquisition of securities.

A Representative can be a director, shareholder, or company manager, including those who do not appear in the company’s corporate documents. The general practice is to appoint a company director for this purpose. The company must appoint an officer responsible for the KYC and AML procedures.

List of required documents:

Stage 1 - KYC and company incorporation

For each director and shareholder:

  • internal passport (original or notarized copy);
  • international passport (original or notarized copy);
  • proof of address (utility bill or bank statement, not older than 3 months);
  • KYC verification form.

For the representative *additionally*:

  • notarized copy of passport;
  • police certificate.

Stage 2 - Licence application

After incorporation, the agent will prepare resolutions, a share certificate, and the signing of the Licence Applications.

The following documents are submitted to the Financial Services Commission:

  • copies of signed corporate documents;
  • copies of signed applications for licence;
  • Business Plan.

Stage 3 - Reporting Entity registration

It is carried out after the company has obtained the licences, the documents for this stage are prepared in advance (at Stages 1 or 2):

  • AML/CTF manual
  • KYC Manager appointment form
  • AML & CFT report
  • Reporting Entity Registration Form

Government fees and charges

The licence application fee is (as converted from VUV to USD):

  • USD 1400 – Principal’s Licence;
  • USD 1400 – Representative’s Licence*.

Security deposit

During the entire period of the licence, the company must have a special deposit of USD 50 000 placed in special accounts at the Supreme Court at Port Vila. This deposit is analogous to the minimum share capital for the licensee.

Professional indemnity insurance

Following the amendment of Vanuatu’s legislation, companies operating under the Security Dealers Licence now also need to have an adequate professional indemnity insurance. The amount of insurance coverage is determined by the local insurance company, depending on the specific parameters and geography of the company’s business.

Substance

Companies incorporated in Vanuatu and operating under the Security Dealers Licence must have a local office; the director or manager of the company must spend in Vanuatu at least 6 months a year. In the case of failure to comply with these requirements the Regulator may refuse to issue or renew the licences.

Financial Statements

The licensee must prepare the company’s financial statements accompanied by the report of an independent auditor approved by the Regulator and submit them to the Financial Services Commission. Financial statements must be prepared in accordance with International Accounting Standards or other standards approved by the Commission. In addition to the annual financial statements, it is also necessary to submit quarterly reports to the Regulator.

Vanuatu – basic services**

Services
Fees (USD)
Total cost of company incorporation, including compliance fee
4 690
Apostille of a single document (including notarization costs)
from 720
Opening a local bank account
5 500
Security deposit
50 000
Legal fees for supporting the licence applications (does not include the Regulator’s application fees)
15000
Arranging approval by the Regulator of the Internal Auditor and his appointment
1320
Drafting the KYC/AML Manual (if necessary)
from 2 500
Making a Business Plan (if necessary)
from 2 500
Professional indemnity insurance for 1 year (the amount depends on the parameters of the company)
from 15950
Finding an insurance company and making an insurance policy
from 1200
Arranging the office lease (includes services of finding an office, preparing and signing of a lease agreement)
from 4500
Office rent (depends on the size, location, and equipment of the office)
from 850 / month
Company renewal, starting from the second year after the date of incorporation (does not include the renewal of licences)
2990
Renewal of licences (does not include the Regulator's fees): Principal’s Licence/ Representative’s Licence
5950 / 4950
Regulator’s licence renewal fees***: Principal’s Licence/Representative’s Licence
1000 (per class) / 1000
Submitting quarterly reports
USD 250
Compliance fee. Payable in the cases of: renewal of a company, liquidation of a company, transfer out of a company, issue of a power of attorney to a new attorney, change of directorshareholderbeneficial owner, except the change to a nominee directorshareholder)
150 (standard rate, includes the check of 1 individual) + 50 for each additional individual (director, shareholder, or beneficial owner) or legal entity (director or shareholder) if such legal entity is administered by GSL; + 100 for each additional legal entity (director or shareholder) if such legal entity is not administered by GSL. 250 (rate for high-risk companies, includes the check of 1 individual)

*Fees are regularly revised and increased.

**The fees are valid as of December 2021.

***Fees are regularly revised and increased.

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