GENERAL REQUIRNMENTS

Manager/-s or director/-s must meet the following provisions:

• Must be only natural person/-s
• Shall normally reside for 6 months within each year in Vanuatu
• Must have at least 5 years’ experience dealing in securities and is competent to meet the obligation of a licensee as required by VFSC.

Government Security deposit:

During the entire period of the licence, the company must have a special deposit of USD50,000 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.

Insurance cover should include professional indemnity insurance, indemnity for partners and employees, former partners and employees, and consultants, to serve as a protection for the investor’s funds in the event of financial loss. Professional Indemnity Cover is a general professional insurance linked to the activity of the company and covering the company. Professional Indemnity cover is a separate document that must be produced. The minimum insurance cover for each licensee is VT 5.000.000 for each claim with an aggregate cover of not less than VT 50.000.000 and a maximum deductible amount of VT 500.000.

Usually for the middle size company the cost of the insurance policy for the year starts from 15,000 EUR.

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 and annual reports to the Regulator outlining updated details which must include:

• Number of investors and amount of funds invested
• Number of products offered to investors detailing the number of each product offered
• Details on what jurisdiction the product was offered
• Details of vetting process of investors and criteria used
• Number of refusals and reasons for refusal
• Updated information on registered agent and office details
• Updated information on shareholders and beneficial owners
• Report of any complaints received from investors

Physical premise and systems 

The company must operate from a physical premise located in Vanuatu, which maintains the following systems:

• A filing systems;
• A management and accounting system;
• A business continuity system;
• A software system and server*

* As a kind reminder, this does not allow the Licensees incorporated as an International Company to operate activities in Vanuatu. An International company cannot sale any products or services within Vanuatu.

DOCUMENTS REQUIRED

KYC DOCUMENTS REQUIRED FOR VFSC:

For Directors/Shareholders/UBO’s:

• Notarized KYC documents (an English translation of the certification);
• CV of the director / shareholder dated and signed, showing at least 5 years on related experience in fund management securities and investment;
• Two Independent references/ Professional letters / bank references confirming CV and showing at least 5 years on related experience in fund management securities and investment;
• Notarized copies of university Diplomas in English, certified transcripts;
• Bank statement proving the source of funds.

For AML Officer/Alternate AML Officer:

• Notarized KYC documents (an English translation of the certification);
• CV dated and signed;
• Two Professional letters / bank references;
• Notarized copy of a University Diploma in English.

KYC DOCUMENTS REQUIRED FOR THE BANK (for Directors, Shareholders, UBO's):

• KYC documents;
• Certified copy of a utility bill or confirmation of address;
• Bank statement for the last 3 months;
• Reference letter from a bank confirming private account of the shareholder / signatory in the bank.

N.B. 

• If documents are not in English language or language of particular country, then they must be accompanied by a notarized translation.
• Additional documents may be requested by the Regulator at its discretion.