Vanuatu
Increasingly Popular among Binary Options and FX Brokers
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Bonds, futures, CFDs, commodities or indices
Vanuatu Licensed Forex Company
Set up Securities Dealers License
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Vanuatu Securities Dealers Licenses
Dealer in Securities
Vanuatu Securities Dealers License Advantages
Applying for a Securities Dealers License
How to apply for broker dealer license?
Capital Requirement
Vanuatu Further Advantages
Who can become a Licensed Vanuatu Financial Dealer?
Experience-Expertise
Financial Soundness
A clear business plan + structured operations
Integrity, honesty, reputation (incl. AML-CTF)
Physical presence requirements
Recruiting staff and finding office
Requirements for Licensee Application as a Security Dealer
Vanuatu Licensing Act 16th October 2021
Vanuatu Financial Dealers Laws and Regulations
Types of Licenses and Classes
Old and new Licensees
How Atrium Legal Lab can help
Increasingly Popular among Binary Options and Forex Brokers
Vanuatu is one of the best offshore locations for your forex company registration.
Vanuatu has a very user-friendly Act, the Prevention of Frauds Act which allows an individual or a company to apply for a Securities Dealers License.
This license allows you to buy, sell, trade securities such as shares, bonds, options etc. and manage a portfolio of investments for and on behalf of your clients.
Forex company setup can be useful for investment/fund management institutions such as Brokerage firms, mutual or hedge funds etc. who may have clients wishing to invest in securities which may not be permissible or must comply with onerous and costly compliance of their resident jurisdiction. Such investments can be done through an entity incorporated in Vanuatu licensed to carry on Securities dealing business thereby bypassing these constraints legally.
The island nation of Vanuatu, located in the South Pacific Ocean is becoming a preferred jurisdiction for many Forex brokers looking for regulation, mainly due to the low capital requirements that Forex brokers need to meet in order to set up a licensed Forex company in Vanuatu.
The capital required can be as low as to VATU 5,000,000 (approx. US$45.000) for every new application, and now to be paid to the Vanuatu Financial Services Commission.
Advantages
Register brokerage licensed company in Vanuatu will offer excellent benefits.
Holding a Vanuatu Forex license (VFSC – Vanuatu Financial Services Commission) is very useful to brokerages as it allows them to buy, sell and trade investments like shares, options, bonds amidst several other instruments. The license also enables brokerages to manage investment portfolios on behalf of traders.
The business-friendly environment of the region makes it attractive to not only FX brokerages. Other investment and fund management institutions such as brokerage firms and hedge funds who have clients wishing to invest in securities not permitted in their resident jurisdiction or that require complicated and costly compliance steps, may find holding a Broker Dealer License in Vanuatu very useful.
By setting up licensed Forex company, these types of investments can be done through a brokerage incorporated in Vanuatu, licensed to trade securities, thus bypassing constraints existing in other countries in a legal manner. This is one of the main advantages of register brokerage licensed company in Vanuatu.
Moreover, Vanuatu offers high level of confidentiality for beneficiary owners, shareholders and officers, while the company is exempted from capital gains, tax on profits and stamp duty after incorporation for 20 years.
Applying for a Securities Dealers License
To obtain a Securities Dealers License in Vanuatu, it is required to incorporate a company. This process is quite fast.
Financial services in Vanuatu are regulated by Vanuatu Financial Services Commission (VFSC).
Application for a Principal’s license or a Representative’s license is not expensive and basically requires providing a set of basic information for the applicant. Also, it requires to confirm and to provide information of previous or existing activities related to financial services and additional information regarding any negative experience or records linked to the applicant. It enables to hold the applicant liable in case of any submitted false information or for activities that will be performed and overall, it regulates the issuance of Vanuatu forex license.
The forex broker dealer license requirements can be obtained based on Dealer's in Securities (Licensing) Act [CAP 70]. An application can be made for a Dealers in Securities License under this act by a Vanuatu international company or by an individual, who is a Director / Officer of the company. Moreover, the clients can benefit from this license because it permits the holder to manage the portfolio of investments and to operate with securities (sell and buy) for the client or even on his behalf.
The Company should have a responsible Anti-Money Laundering officer, who is registered with the Financial Intelligence Unit in Vanuatu. This AML officer cannot be the director or take any other position within the Company. Alternate Anti-Money Laundering officer must be appointed as well.
Capital Requirement
Bond Increase to VATU 5,000,000
The increase of the bond which has been decided by the regulator, amounts now to VATU 5,000,000 (Approx. US$45.000) for every new application and has now to be paid to the Vanuatu Financial Services Commission and not to the Supreme Court of Vanuatu anymore.
Further Advantages
While most of the jurisdictions used to apply for a Securities Dealers License, do currently require the applicant to have a local physical presence at the jurisdiction, where business is being managed from, and others requiring a local resident Director as a member/officer of the Company, so far, Vanuatu still does not apply such requirements.
This means that, unless new legislation comes out, no physical presence or resident directors are legally required.
Vanuatu Financial Dealer?
They must have:
Experience-Expertise
All applications for Principle License must be submitted together with an application for Representative License. Following the amendment of 2017, in order to be eligible to apply for a License, the applicant had to be able to provide supporting documentation on his qualifications (certified transcripts and diplomas, a Curriculum Vitae and two (2) independent references confirming CV and showing at least 5 years on related experience in fund management securities and investment).Financial Soundness
– The bond of 5 million VATU must be deposited with and kept by the VFSC. The bond has been increased in 2017 from 200.000 VATU to 5 million VATU.– A bank reference letter and a recent bank statement as proof of source of funds to pay the Capital for each of the ultimate beneficial owner(s).
The VFSC is requesting a letter from the Bank of the applicant confirming the licensee’s status and liquidity as a confirmation of source of funds. The capital in this context means paying the bond deposit but also the funds required to set the Financial business in motion. In case a client cannot provide a bank statement/letter, then it’s a cause to refuse the application.
– A statement outlining the financial standing affairs, current assets, and contingent liabilities of the company.– A license must have adequate insurance cover, including 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. The minimum insurance cover for each licensee has been revised in January 2019 and must be 5.000.000 VT (+/- 50.000 USD) for each claim.
A clear business plan + structured operations
– An outline of the business plan covering:- Introduction and Background;
- Business objective, strategy and proposed activity;
- Organisation Chart;
- Target market(s) and Jurisdiction(s);
- Potential client(s) profile;
- Mode(s) of financing and Source of Income;
- Three-year Financial Forecasts (Balance Sheet, Profit and Loss Account, and Cash Flow Statement); and
- Any other relevant information.
– A Prospectus;
– A Client agreement, including a complaint procedure and the Deposits and Withdrawal conditions;
– A Risk management and policies Manual;
– A statement clearly detailing the activity to be carried out under the license and the manner or medium in which the applicant proposes to conduct the business (including the details of the product which the applicant will hold itself out as being able to provide);
– Details of the company’s internal organization, internal controls and corporate governance, including details on keeping the current books and records detailing receipt of investment, how it is held and dealt with, and outline of mechanisms used for the withdrawal and/ or maturity of investment.
Integrity, honesty, reputation (incl. AML-CTF)
– All Vanuatu Financial Intelligence Unit (VFIU) form including, Registration Form, Compliance Officer Appointment Form, Compliance report form, Fit and Proper form, and Immediate Family disclosure form. The purpose of these documents is to ensure that the key persons of a company applying for a license are compliant with the AML & CTF Act of Vanuatu.– An AML&CTF Manual – the company must have in place a certain list of compliance documents including but not limited to a Compliance Manual, a staff manual, a risk assessment report. This independent risk assessment report highlighting Anti Money Laundering and Counter Terrorist Financing compliance has to be done by a person who is independent to the company and well versed with AML /CTF requirements.
– A declaration by the applicant and the directors that they are not aware of any matter that might reasonably cause the Commissioner to doubt that the company and its Representative and key persons have the competence, integrity or financial resources to be able to undertake business in accordance with the Act.
– A VFSC Personal questionnaire and the VFIU Fit and Proper declaration must be completed by all key persons of a company and must be accompanied by the passport, a police clearance certificate, a proof of address, a CV, the diplomas for each of them. The VFSC is approving each key person of a company by issuing a letter confirming that this person is considered as fit and proper person and that any matter might reasonably cause the Commissioner to doubt that a key person has the competence, integrity or financial resources to be able to undertake business in accordance with the Act.
Website on related business
– Disclosure of internet related business or e-commerce business and clearly showing the information of the licensee; The VFSC does not expect clients to come and not have any prior internet, or e-commerce experience. This is an internet based centered business. The VFSC point of view is that the lack of such internet and e- commerce is a serious concern because it gives the impression the licensee will look for a third party who is an expert in internet related business, a more worrying thing as this is how fraud develops.Physical presence requirements
Please note that the VFSC requires that each licensee justifies of a certain level of substance in Vanuatu; they are offering the possibility to:– Nominate a director based in Vanuatu; or
– Apply for a licensed manager.
The spirit of the license manager (LM) is an alternative solution for non-active or very low active companies.
It is understood that the License manager can only be used at a first stage. The guidelines issued by the VFSC show a willingness by the regulator to accommodate an investor’s initial arrival to Vanuatu, as well as to maintain the licenses that are on idle mode. The hiring of a Resident Manager is most probably meant to be a temporary solution, helping licensees who are not yet in operation to lower their initial start-up costs.
As soon as the companies are growing, having a proper office and management in Vanuatu is required.
The VFSC has also indicated that the size of the company (staff, physical establishment) will be considered against the size of the business. The larger the company, the greater its material and personnel needs.
The intention of the physical presence requires that each licensee must have its own separate, stand-alone (as opposed to shared) premises, records, management staff and key equipment, and the software system that is fully control in Vanuatu.
Licensees must have dedicated premises and without such it will be difficult to show that there is an appropriate control environment. The VFSC has no objection to shared reception, conference facilities or security services, however the key components of the business operations and decision making must be kept separate from other related entities.
VFSC expects that the bigger and more complex the licensee’s business the more staff would be in Vanuatu to manage the business operations and to maintain all necessary records. The precise number of staff can only be assessed against the intended business plan, considering the necessary systems and normal spread of control concepts to manage the licensee’s activities.
The VFSC will need at least 3 months from the date a license application is received to decide on it, whether it is approved or declined.
If the application is approved and the license is granted, VFSC will grant at least a further three months for the licensee to establish its physical presence in Vanuatu, before it can start doing business.
New applicants should be prepared before their application is presented to VFSC – setting up an office space, hiring staff, buying equipment, etc. – so that they do not need longer than three months to start doing business in Vanuatu once their license is granted.
Here it is important to state again that the VFSC aims to select serious applicants. If applicants are genuine and dedicated in their approach and intend to properly run a business in Vanuatu, the VFSC will be flexible and patient.
Recruiting staff and finding office
We shall be able to assist you, but this is not easy, and it needs high involvement from the client. We can also help the business to get a work permit, residency permit for foreign skilled worker, it is usually how it starts.Requirements for Licensee Application as a Security Dealer
Extracts from the official VFSC guidance notes:– A license issued under the Act shall remain in force until it is revoked under the Act.
– The Amendment Act gives the Commission the power to impose conditions on a license.
– For existing license holders, the Commissioner may revoke a license where he is satisfied that the license conditions are not met.
– The amendment requires that all licensees must operate from an office in Vanuatu.
– The Amendment introduces the licensing of resident manager as an alternative to having a fully-fledged physical presence in Vanuatu.
– The Commission will apply these Guidelines from 16th October 2021.
This is overall good news since it should help to enhance Vanuatu profile as a safe and compliant Financial Centre destination.
Therefore, all dealers in securities companies have to respect, as from this date, respective regulations, and regulations of the countries in which they perform activities.
– The International Companies Act or Companies Act: https://www.vfsc.vu/international-companies-act-cap-222-and-amendments/
– The Financial Dealers Licensing Act, as amended: https://www.vfsc.vu/70-prevention-of-fraud-investments-act/
– The AML / CTF Act, as amended: https://fiu.gov.vu/amlctf-acts – The Tax administration Act, as amended
– Any other regulations applicable to the companies in Vanuatu:
– Fit and Proper guidelines
– Code of conduct and Market Practice guidelines
– Guidelines for the Management of FDL complaints o Guidelines on withdrawal of Bond Deposit
– Guidance note on outsourcing
– Guidance on Custody
– Guidelines for Managers License
– Guidelines on Requirement for Licensee application o Guidance on Digital Assets
– Risk Management Guide
– Physical presence Guide
From a practical point of view, here are below the details of the requirements effective as of today:
|
Type of license |
Class A Applicant can apply individually and distinctly for that license |
Class B Applicant can apply individually and distinctly for that license |
Class C Applicant can apply individually and distinctly for that license |
Class D Applicant must apply for class A, B and C in order to apply for this license |
| Products covered by the license | FX deliverable and Debt instruments | Capital of a corporation (shares), precious metals, commodities | Future contracts and derivative products | Dealing in digital assets |
– To get a Class D license, one must first obtain Class A, Class B and Class C licenses, and meet several specific added requirements (3 people, one of which is CTO, USD500,000 minimum capital, physical presence, custodianship, etc.).
– Class D license holders cannot act as a custodian of digital assets unless they can prove that they have all the risk management systems in place, and they are licensed custodians and regulated by a regulator in another jurisdiction.
– A Bond Deposit must be paid one time per Licensee (not per license), so the same legal entity that applies for Class A, Class B and Class C is lodging only one bond deposit.
New applicants must comply with the entire new set of rules.
The VFSC will need at least 3 months from the date a license application is received to decide on it, whether it is approved or declined. If the application is approved and the license is granted, VFSC will grant at least a further three months for the licensee to establish its physical presence in Vanuatu, before it can start doing business. New applicants should prepare before their application is presented to VFSC – setting up an office space, hiring staff, buying equipment, etc. – so that they do not need longer than three months to start doing business in Vanuatu once their license is granted.
Here it is important to state again that the VFSC aims to select serious applicants. If applicants are genuine and dedicated in their approach and intend to properly run a business in Vanuatu, the VFSC will be flexible and patient.
For existing licenses that existed prior to October 16, 2021, and are to be renewed by October 16, 2022, a transition period will apply. They have until October 16, 2022, to comply with the requirements of physical presence; failing this, they might have their license revoked by the VFSC. They will need to apply to Class A, B, C or ABCD licenses before the expiration of their existing license, using the new prescribed forms and paying the new fees. Their new licenses will have no fixed expiration date.
The VFSC is aware that licensees might have difficulties securing physical presence because of the Covid-19 pandemic, and this will be taken into consideration if an extension is required by an applicant who cannot travel to Vanuatu.
Interested in Vanuatu Forex Regulation
The license will be issued by the Vanuatu FSC Financial Services Commission, the entity regulating and supervising the financial industry in the country.
The steps required include incorporating a company in Vanuatu, applying for the license, paying all the necessary fees, guidance on compliance and other practical matters Forex brokers need to be aware of.
Additionally, our lawyers offer free and non-binding consultation for Forex brokers and potential Forex brokers in order to help them understand if they fulfill the requirements set by the Vanuatu Financial Services Commission for a license.
Our team of experts offer regulation related services in many other popular jurisdictions as well and can therefore advise brokers who have not decided on the most suitable jurisdiction yet on what the most beneficial jurisdiction is.
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