Vanuatu
Shipowner Eligibility
Vessels must be owned by a national of Vanuatu or a Vanuatu corporation. If there is a genuine need, the Deputy Commissioner of Maritime Affairs may waive this requirement.
About the Flag
Vanuatu, made up of more than eighty inhabited South Pacific islands, is about 2,500 kilometers northeast of Sydney, Australia. The commercial center is the capital city of Port Vila on the island of Efate. Named the New Hebrides by Captain James Cook, the nation became independent in 1980 after 74 years of joint Franco-British rule. There is a unified legal system developing from the former dual French and British systems, and there is a unicameral parliament elected by universal suffrage among all citizens over 18 years of age. The President is the head of state; the Prime Minister is the head of government. Vanuatu is a member of the UN, IMO, ILO, FAO and other international entities. English and French are the official languages, while Bislama and over 200 languages and dialects also spoken.
The economy is based on agriculture, with copra, beef, cocoa, timber and other agricultural products being the chief exports. Fishing and tourism are also important. Major trading partners include Australia, New Zealand, France, and Japan. The monetary unit is the vatu.
The Vanuatu Maritime Act Cap. 131, as amended, and the Maritime Regulations are based on US law, and were chosen because of their widespread familiarity and the fundamental protection afforded to both mortgagees and mortgagors under those rules. The registry is operated by Vanuatu Maritime Services Limited with the head office in Port Vila, Vanuatu, and the day-to-day operations office located in New York. In addition, Deputy Commissioners and Special Agents are empowered to conduct registry business in several major ports. Port Vila, Vanuatu is the home port of registry for all Vanuatu flag ships.
Vanuatu maintains an excellent safety and port state control record worldwide.
Incentives
• The registry personnel are available 24 hours a day, 7 days a week, when needed;
• All details of vessel registration are handled through the central registry office in New York City;
• The Maritime Act on US maritime law.
• The preferred ship mortgage sections of the Act have been reviewed and accepted by major law firms and banks worldwide;
• Vanuatu is a member of IMO and has acceded to all the major conventions, including MARPOL, SOLAS, STCW, Load Line Convention, Collision Prevention Regulations, etc;
• VMSL takes pride in its fleet safety record and strives to assist its clients in maintaining this record through proper manning and an effective inspection program;
• Vanuatu registration and annual costs are amongst the most competitive available. In addition, fleet discounts are offered;
• The Maritime Act has no restrictions on crew nationality, and offers the most flexible crewing requirements, consistent with safety;
• Vanuatu has a vast network of Special Agent Commissioners and independent inspectors
Company Formation
Vanuatu's companies' laws are based on English law, and are published in both English and French. The International Companies Act 1992, as amended, was modeled upon the British Virgin Islands International Business Companies Ordinance and the New Zealand Companies Act with numerous unique additions. The Companies Act (Cap 191) governs local and exempted companies and is not commonly used by shipowners.
The International Companies Act has adopted North American nomenclature. For example, the terms "memorandum" and "articles of association" have been replaced with "constitution" and "regulations". "Subscribers" have been replaced by "incorporators" who are not the initial members. The legislation also allows for the official company name to be in any language, and enables applicants to end the name of the company with any word that signifies limited liability such as Inc., Corp., Ltd., B.V., etc.
A company incorporated under the International Companies Act must not offer its shares or debentures to the public. The cornerstone of the Act is the solvency test. Creditors of the company are to be protected but the owners can do with the company assets as they see fit. It is not necessary to file annual accounts or returns; however, the directors are obliged to keep the company solvent for continued trading. The result is the ability to pay dividends from profits, reserves or capital as the directors wish. This legislation is substantially more flexible than found in the legislation of other jurisdictions based on British law.
Under the International Companies Act, share capital can be in any currency, and shares can be in any denomination or class. There is no minimum number of shareholders for private companies, and only one director is required. One annual directors' meeting is required: it may be held anywhere in the world. Companies may issue bearer shares with or without par value. No minimum capital requirements exist, except for licensed banks, financial institutions, insurance companies, and trust companies. Liability is limited to subscribed capital and actual shares issued. There are no nationality or residency requirements for shareholders (individuals or companies). However, companies must have a registered agent and office in Vanuatu. These can be supplied by European Trust Company Limited or Pitco, two group companies.
Registering a corporation usually takes less than 24 hours. Formation of a Vanuatu corporation is normally handled by one of the many Trust Companies resident in Vanuatu. To register a company, the following information must be provided: proposed company name with alternative (the name may be in any language but names in other than English or French must be accompanied by a translation); the amount of required share capital which may be in any currency and the shares may be in any denomination and class; the name of a minimum of one shareholder; details of beneficial owners (which are held in the strictest confidence) and whether they should be entered as the registered shareholder or whether a nominee shareholder should be used; and the proposed secretary and directors.
Taxation
There is no personal or corporate income tax in Vanuatu. No withholding taxes, exchange controls, capital gains taxes, gift, estate or death duties are levied on residents or nonresidents. No tax treaties exist with other countries. Fund transfers into or out of Vanuatu do not require approval.
Registration and Documentation
All forms and applications must be submitted to the office of the Deputy Commissioner in New York. All oaths and acknowledgments must be taken in English, before any of the following:
• Commissioner of Maritime Affairs
• Deputy Commissioner of Maritime Affairs
• Notary Public
• Vanuatu Consul or Consular Official
• Diplomatic Officer of Vanuatu
• Barrister or Solicitor
• Any other person designated by the laws of jurisdiction to take oaths, or any other person specifically designated by the Commissioner to take oaths
Original documentation required at time of registration (in English or, where appropriate, with a certified English translation) is as follows:
• Completed and notarized application forms
• Evidence of ownership (Bill of Sale; Builder's Certificate; Certificate of Documentation) with one original or certified copy. If the Bill of Sale is to be recorded, 2 originals, duly notarized (or 1 original and 1 counterpart) are required.
• Certificate of Good Standing for the owning company if other than a Vanuatu company
• Notarized corporate resolutions and/or power of attorney from the owner authorizing the appropriate individual to register the vessel
• Deletion Certificate or Permission to Transfer from the previous registry, if any
• Statement of no liens or encumbrances from the previous registry, if any
If a Vanuatu vessel is changing ownership within the flag, the following original documentation is required:
• Completed application forms
• Confirmation of class or proof of seaworthiness
• Bill of Sale, in recordable form, bearing an acknowledgment with a copy of the vessel's current Certificate of Registry attached
• If the vessel is subject to a mortgage under previous Vanuatu ownership, a release, discharge, satisfaction or assumption must be recorded prior to or at the time of re-registration
• Notarized corporate resolutions or power of attorney from the owner authorizing the appropriate individual to reregister the vessel
All documents to be recorded must be duly acknowledged as prescribed in the Regulations. A legalization of signature is not sufficient for recording purposes. Although the precise wording of the acknowledgment may be altered to suit the circumstances, the following basic requirements must be met:
• The name and capacity of the person or persons executing the documents must be mentioned
• There must be proof that the persons executing the document possess authority to do so
Anyone executing a document to be recorded under a power of attorney must submit a copy of that power at the time of recording.
Bareboat Charter Registration
A bareboat charterer who is a Vanuatu citizen or national or a Vanuatu corporation, partnership or association may obtain a Bareboat Charter Certificate of Registry for a period not exceeding five years (with renewal available), on payment of a prescribed fee and upon presentation to the Commissioner or Deputy Commissioner of the following original documentation:
Written application
• Copy of the charter party in a form satisfactory to the Commissioner or Deputy Commissioner and certified as true and correct by any person permitted to take oaths
• Proof of ownership and consent of the registered owner of the vessel
• Consents of holders of all mortgages, hypothecations or similar charges against the vessel in the foreign registry
• Written consent of the country of registry, or presentation of satisfactory evidence that such consent is not required
• Certificate of Ownership and Encumbrance or Transcript of Registry, or other such document from the foreign registry showing all recorded liens and encumbrances
The annual fees for vessels bareboat charter registered into Vanuatu are the same as for Vanuatu registered vessels but they are payable in advance, equal to the length of the bareboat contract with a two year minimum payable at registration. Additional years are invoiced annually thereafter.
The bareboat charterer of a Vanuatu vessel may register the vessel in a foreign jurisdiction, where permitted by that jurisdiction, upon obtaining written consent of the Commissioner or Deputy Commissioner, which may be granted upon presentation of the following original documents:
• Written application
• Copy of charter party in a form satisfactory to the Commissioner or Deputy Commissioner
• Proof of ownership and consent of the registered owner
• Written consent of all holders of record of any mortgage, hypothecation or other charges recorded in the offices of the Commissioner and Deputy Commissioner
• Certified copy of the foreign document to be submitted by the bareboat charterer within 30 days following registry in the foreign jurisdiction.
Vessel and Yacht Eligibility & Survey Requirements
Vessels to be newly registered must be seaworthy and no more than 20 years old from date of first construction. A special waiver of the 20-year rule may be granted, if the vessel is in class with an approved classification society and satisfactorily completes a general condition survey. There is no size limitation on vessels other than for yachts on the international ship registry, which must be over 50 nrt and used exclusively for pleasure.
For registration or re-registration, vessels must be appropriately classed with one of the IACS member classification societies. Only those organizations may issue statutory certificates. Vessels that have been granted a waiver of age must have a general condition survey completed by an approved independent inspector within 10 days prior to registration.
Crewing
There are no nationality requirements for officers or ratings serving on Vanuatu ships. Vanuatu issues vessel specific Minimum Safe Manning Certificates at the time of registration. The Commissioner or Deputy Commissioner shall determine the number of deck and engineering officers and rating.
Vanuatu requires that personnel serving aboard Vanuatu vessels (1) comply with STCW requirements; (2) hold valid national licenses and Vanuatu STCW endorsements of their national documents; (3) hold Seaman Identification Books, where required; and (4) that ratings forming part of a watch have national certificates of competency and STCW endorsements, as appropriate.
All seafarers, unless exempted by regulation, must sign articles of agreement in the prescribed form or have an agreement from an established maritime nation. There are specified limits on the duration of articles. Work performed after an eight hour day is considered overtime and must be paid at overtime rates. Work and rest periods must comply with IMO/ILO specifications. After 12 months of continuous employment for the same employer or on board the same vessel, masters and officers are entitled to a holiday allowance equivalent to at least 12 days' basic wages and ratings are entitled to an allowance equivalent to at least eight days' basic wages. All seafarers are entitled to a minimum of five paid holidays per year. Owners must pay for up to 30 weeks of medical treatment, board and lodging from the time the injury or illness began. In addition, the injured or ill seafarer is entitled to one third of basic wages for a period up to 16 weeks. Each seafarer is entitled to a proportion of his wages payable in local currency at intermediate ports and to payment of wages earned on discharge or within two days or after the termination of the crew agreement. Owners are required to pay repatriation costs but may decide whether to repatriate a seafarer to the port at which he was engaged, where the voyage commenced or the seafarer's own country.
Strikes are permitted when 30 days' written notice has been given to the master or employer; when a majority of seafarers have voted for such action in secret ballot; and when the action takes place in a port at which the crew agreement terminates.
Mortgages
Mortgages will be recorded at the office of the Deputy Commissioner in New York upon presentation of two originals and two counterparts of the mortgage deed, properly acknowledged together with an original, notarized Power of Attorney or corporate resolution authorizing that person to execute the mortgage. Two originals of any satisfactions or releases relative to recorded mortgages, Bills of Sale, Master Carpenter's or Builder's Certificates must be submitted, all duly acknowledged. Photocopies or other facsimiles are not acceptable, and a copy of the instrument is required for the review of the Deputy Commissioner prior to the actual recording.
The mortgage may also be presented to a Special Agent for the Republic of Vanuatu for recording, with prior approval from the Commissioner or Deputy Commissioner.
The mortgage is then recorded and three copies of the instrument will be returned to the applicant, along with a Certificate of Ownership and Encumbrance. One copy of the instrument must be kept aboard the vessel.
Fees
Initial Registration or Re-registration
Annual Tonnage Tax (1st year payable in advance, 2nd year pro-rated, not refundable)
$ 0.25 Per Net Ton
Marine Investigation And International Participation (Annual)
$ 725.00
Plus
$ 0.04 Per Net Ton
Annual Marine Inspection Fee (all vessels except fishing vessels)
$ 725.00
Annual Marine Inspection Fee (fishing vessels)
$ 350.00
Provisional Certificate of Registry
$ 200.00
Permanent Certificate of Registry
$ 200.00
Temporary Radio Authority
$ 100.00
Permanent Ship Station License
$ 300.00
Publications and Forms
$ 200.00
* These fees are Per Net Ton
Bareboat Registration Fees
Registration Fee (vessels of any tonnage)
$0.35 Per Net Ton
Bareboat Certificate of Registry
$ 200.00
Temporary Radio License
$ 100.00
Publications and Forms
$ 200.00
Ship Radio Station License (valid for 4 yrs)
$ 300.00
The following fees are due in advance,
(2 year minimum, 5 year maximum, years 3 thru 5 to be billed annually)
Annual Tonnage Tax $ 0.25 Per Net Ton
Marine Investigation and International Participation
$ 725.00
plus
$ 0.04 Per Net Ton
Marine Inspections
$ 725.00
Re-Registration (Transfer of ownership of vessel)
Re-Registration Fee
$1,250.00
Provisional Certificate of Registry
$ 200.00
Permanent Certificate of Registry
$ 200.00
Recording Fee - Bill of Sale (required)
$ 50.00
Temporary Radio Authority
$ 100.00
Permanent Ship Station License
$ 300.00
Publications and Forms
$ 200.00
Change of Name Fees (Not required at initial registration)
Publication Cost
$ 200.00
Change of Name fee
$ 200.00
New Certificate of Registry
$ 200.00
New Temporary Radio Authority
$ 100.00
Amended Ship Radio Station License
$ 300.00
Recording Fees
Bill of Sale or Builder's Certificate
$ 50.00
Mortgage
$ 425.00
Assignment
$ 250.00
Satisfaction of Mortgage
$ 150.00
Extra Certified Copies of the Above
$ 75.00
Unspecified Recording or Filing, each
$ 100.00
Re-Issued Certificates of Registry
$ 75.00
Seafarer Documentation
Issuing of a license or certificate upon qualification
Master, Chief Engineer OMI
$ 150.00
Chief mate, 2nd Engineer, 1st Assistant Engineer
$ 125.00
All Radio RTO's GMDSS/GOC
$ 100.00
All Other Officers
$ 100.00
Maintenance Supervisor
$ 125.00
Assistant Maintenance Supervisor
$ 100.00
Ballast Control Operator
$ 100.00
All ID Books
$ 50.00
Replacing a Lost or Destroyed License or Certificate
$ 100.00
Tanker Endorsement
$50.00
Certification, Authentication, Approval
Issuing each Certificate of Ownership and Encumbrance, in Duplicate
$ 50.00
Approving Grain Loading Arrangements required under the provisions of SOLAS
$ 125.00
Issuing a Marriage, Birth, Death, or Burial At Sea Certificate
$ 50.00
Certifying Articles of Agreement
$ 25.00
Signing On or Off Articles of Agreement, each Seaman
$ 25.00
Certification of Extract from Log Book
$ 25.00
Noting or Receiving Note of Protest in Duplicate & Certifying two Copies Thereof
$ 25.00
Authenticating Proof of Sea Service
$ 25.00
Miscellaneous
Issuing any other unspecified certificate or document or Publication
$ 50.00
Authenticating any document not otherwise specified
$ 25.00
Providing Certified Copies of document: for each document provided or certified
$ 25.00
Permission to Transfer and Cancellation of Registry
$ 250.00
Permission to Transfer for Purposes of Re-Registration
$ 150.00
Continuous Synopsis Record (CSR)
$ 150.00
Bunker Certificate
$ 150.0
Contact
Registration
Mr. Michael DeCharles
Executive Vice President and Deputy Commissioner of Maritime Affairs
Vanuatu Maritime Services Limited
39 Broadway, Suite 2020
New York, NY 10006 USA
Tel: [1] (212) 425 9600
Fax: [1] (212) 425 9652
Email: mdecharles@vanuatuships.com
Web: www.vanuatuships.com
Vanuatu Maritime Services Limited
P.O. Box 102
Port Vila, Vanuatu
Tel: + 678 224 54
Fax: + 678 228 84
Email: Security@vila.net
For a full list of Deputy Commissioners and Special Agents visit the website.
Stockholm Agreement 96
IMO Convention 48
* IMO amendments 91
* IMO amendments 93
SOLAS Convention 74
SOLAS Protocol 78
SOLAS Protocol 88
LOAD LINES Convention 66
LOAD LINES Protocol 88
TONNAGE Convention 69
COLREG Convention 72
CSC Convention 72
CSC amendments 93
SFV Protocol 93
STCW Convention 78
STCW-F Convention 95
SAR Convention 79
STP Agreement 71
STP Protocol 73
IMSO Convention 76
INMARSAT OA 76
INMARSAT amendments 94
INMARSAT amendments 98
IMSO amendments 2006
IMSO amendments 2008
FACILITATION Convention 65
MARPOL 73/78 (Annex I/II)
MARPOL 73/78 (Annex IV)
MARPOL 73/78 (Annex V)
MARPOL Protocol 97 (Annex VI)
London Convention 72
London Convention Protocol 96
INTERVENTION Convention 69
INTERVENTION Protocol 73
CLC Convention 69
CLC Protocol 76
CLC Protocol 92
FUND Convention 71
FUND Protocol 92
FUND Protocol 2003
NUCLEAR Convention 71
MARPOL 73/78 (Annex III)
PAL Protocol 76
PAL Protocol 90
PAL Protocol 02
LLMC Convention 76
LLMC Protocol 96
SUA Convention 2005
SUA Protocol 2005
SALVAGE Convention 89
OPRC Convention 90
HNS Convention 96
OPRC/HNS 2000
BUNKERS CONVENTION 01
ANTI FOULING 01
BALLASTWATER 2004
NAIROBI WRC 2007
HONG KONG CONVENTION
HNS PROT 2010
Cape Town Agreement 2012
SUA Convention 88
SUA Protocol 88
IMO Conventions
Status of Conventions Vanuatu
IMO Convention 48 x
SOLAS Convention 74 x
SOLAS Protocol 78 x
SOLAS Protocol 88 x
SOLAS Agreement 96
LOAD LINES Convention 66 x
LOAD LINES Protocol 88 x
TONNAGE Convention 69 x
COLREG Convention 72 x
CSC Convention 72 x
CSC amendments 93 x
SFV Protocol 93
Cape Town Agreement 2012
STCW Convention 78 x
STCW-F Convention 95
SAR Convention 79 x
STP Agreement 71
Space STP Protocol 73
IMSO Convention 76 x
INMARSAT OA 76
IMSO amendments 2006
IMSO amendments 2008
FACILITATION Convention 65 x
MARPOL 73/78 (Annex I/II) x
MARPOL 73/78 (Annex III) x
MARPOL 73/78 (Annex IV) x
MARPOL 73/78 (Annex V) x
MARPOL Protocol 97 (Annex VI) x
London Convention 72 x
London Convention Protocol 96 x
INTERVENTION Convention 69 x
INTERVENTION Protocol 73 x
CLC Convention 69 d
CLC Protocol 76 x
CLC Protocol 92 x
FUND Protocol 76 x
FUND Protocol 92 x
FUND Protocol 2003
NUCLEAR Convention 71
PAL Convention 74 x
PAL Protocol 76 x
PAL Protocol 90
PAL Protocol 02
LLMC Convention 76 x
LLMC Protocol 96
SUA Convention 88 x
SUA Protocol 88 x
SUA Convention 2005 x
SUA Protocol 2005 x
SALVAGE Convention 89 x
OPRC Convention 90 x
HNS Convention 96
HNS PROT 2010
OPRC/HNS 2000 x
BUNKERS CONVENTION 01 x
ANTI FOULING 2001 x
BALLASTWATER 2004
NAIROBI WRC 2007
HONG KONG CONVENTION
x= ratification
d=denunciation