Model Constitutions

The VFSC publishes a Model Constitution which is available in Word version at 8080-VR000023.doc and in PDF version at 8080-VR000023.pdf .

VRS provides two alternative model constitutions, one "freestyle" and one "partnership".

The freestyle model is very similar to the statutory model but removes the provisions for bearer shares and bearer warrants that are likely to cause suspicion and potential investigation and makes appropriate consequential changes. In the freestyle model, the directors can issue new shares without restriction, there are no pre-emption rights over shares, a director can be removed by a simple shareholder majority vote and so forth.

A Word version of the VRS freestyle model constitution is available at 7092-VR000026.doc and a PDF version at 7092-VR000026.pdf .

The partnership model is for use in companies that are intended to be managed as if they were partnerships that require a well-protected balance of power between the shareholders. Its provisions include an obligation to offer new shares to existing shareholders pro rata, pre-emption rights over shares, stricter provisions as to quorums for directors and shareholders meetings, no casting vote for the chairman, a super majority (extraordinary resolution) to remove a director and so forth.

A Vanuatu International Company with the VRS partnership model is an ideal vehicle for a joint venture project between an inventor or entrepreneur and an investor.

Versions of the VRS partnership style model constitution will be available shortly.