Key Takeaways
- Non-resident directors, shareholders and beneficial owners must supply verified identity documents and proof of address to satisfy KYC and due-diligence checks.
- Constitutional documents such as the Memorandum and Articles of Association sit alongside the name reservation and incorporation application forms filed with the Vanuatu Financial Services Commission.
- Foreign-issued papers often require notarisation, apostille, certified translation or legalisation before they will be accepted for filing.
- Declarations, consents and beneficial ownership disclosures, together with registered agent and office documentation, complete the package before the certificate of incorporation is issued.
Understanding Document Requirements for Company Incorporation in Vanuatu
The documents required to incorporate a company in Vanuatu are filed with the Vanuatu Financial Services Commission, the statutory body that registers companies under the VFSC Act No. 35 of 1993. For a non-resident, the paperwork falls into two streams: identity and due-diligence files on the people behind the company, and the constitutional and application documents that bring the entity into legal existence.
The vehicle most foreign owners choose is the International Company (IC), also called an International Business Company, valued for simple formation and confidentiality of its officers. Companies that will trade locally face an extra layer, including a Foreign Investment Application Certificate from the Vanuatu Investment Promotion Authority before registration.
This article sets out what each document is, who must supply it, and the form it has to take. It is written for foreign business owners and their advisers preparing a file before they engage a licensed agent.
An International Company files only a Constitution and registered-agent details for public record; a local trading company files a fuller package and needs investment clearance first. Identify your route before assembling documents.
KYC and Due-Diligence Identity Documents for Directors, Shareholders and Beneficial Owners
Every individual connected to the company must clear know-your-customer checks, and the registered agent will not file until that package is complete. The requirement reaches directors, shareholders, and ultimate beneficial owners alike.
The core identity document is a notarised true copy of a valid passport, in colour, certified within the last three months and supplied as a scanned file. Identification pages must be legible for each foreign citizen named as a director or shareholder.
Beyond identity, the agent will ask for evidence of where your money comes from. A police clearance covering your country of residence for the previous six months is also standard for foreign applicants.
- Notarised colour passport copy (certified within the last 3 months)
- Police clearance from the country of residence, covering the last 6 months
- Proof of source of funds: bank statements, business contracts, or investment portfolios
- A business plan describing the company's intended activities, often requested
Vanuatu follows international anti-money-laundering standards, so these checks apply to offshore companies as firmly as to local ones. Expect the same file from each beneficial owner standing behind a corporate shareholder.
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Proof of Address and Supporting Personal Information
Each person in the file must prove a physical residential address. The document has to show the full name and the address in English, be dated within the last three months, and be supplied as a notarised true copy; a P.O. Box will not be accepted.
Acceptable evidence covering the last six months includes a utility bill, an internet or phone bill, or a bank statement. A recent bank statement does double duty, serving as proof of source of funds as well.
Confirmation that the applicant has no criminal record and no ongoing matters with law enforcement is also required. Where a board decision authorised the formation, minutes of that meeting, together with the names and passport details of all key stakeholders, form part of the supporting set.
Name Reservation Paperwork with the Vanuatu Financial Services Commission
Before any constitution is drafted, the proposed company name is checked against the register and reserved so no one else can take it during preparation. This is an administrative step, not a filing of substance.
The reservation fee is modest, in the region of VT 2,000 according to practitioner sources; confirm the current charge with the VFSC, as fees change. Whether the Commission issues a formal reservation certificate is not set out in public guidance, but practitioners report that confirmation is received before document preparation continues.
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Constitutional Documents: Memorandum and Articles of Association
For an International Company, the single constitutional document is the Constitution, the Vanuatu equivalent of a Memorandum and Articles of Association. Its required content is short: the company name, its purposes (which may be stated generally), the registered office and agent (both in Vanuatu), and whether the company is limited by shares or by guarantee.
What the Constitution governs is the internal life of the firm: appointment and removal of directors, their powers, meeting rules, and shareholder rights. You may adopt a tailored document at incorporation or take the model set out in the Companies Act.
Two points matter for confidentiality. The Constitution need not state authorised capital, and it need not name shareholders or first directors.
| Required in the Constitution | Not required |
|---|---|
| Company name | Authorised share capital |
| Purposes or objects | Names of shareholders |
| Registered office and agent in Vanuatu | Names of first directors |
| Limited by shares or by guarantee |
The Constitution is lodged at incorporation and is open to public inspection. For a company limited by guarantee or an unlimited company, articles must be registered alongside it. Alongside the constitutional filing, agents typically prepare directors' appointment resolutions, the register of members, and share certificates as part of the formation package.
The Incorporation Application Forms and Filing Particulars
The Commission's prescribed registration form is Form-1, Application for Registration of a Company, amended 30 October 2018 and published on the VFSC forms page. Paper forms apply only to applicants without an online VFSC account; account holders, including most registered agents, file electronically and skip the paper lodgement.
A local company application is submitted with the Memorandum and Articles, a list of persons consenting to be first directors, and a Consent to Act as Director for each one. For an International Company, the filing centres on the Constitution, accompanied by a covering letter and the filing fee.
The state incorporation fee scales with authorised share capital. It runs from a minimum of VT 30,000, where authorised capital is VT 35 million or less, up to VT 250,000 at the top of the range; treat these figures as indicative and verify the current schedule with the VFSC before you file.
- Reserve the company name with the VFSC.
- Prepare the Constitution and supporting consents.
- Submit the package online through an agent's account or on paper.
- Pay the state fee.
- Receive the electronic Certificate of Incorporation on approval.
Processing for an international company is quick, often two to three business days; a local company commonly takes five to ten. Practitioners cite roughly five to six business days as typical for an IBC once a complete file is lodged.
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Registered Agent and Registered Office Documentation
Vanuatu law requires every company to maintain a local registered agent and a registered office in the country. The agent is a licensed intermediary who handles incorporation, keeps the registered office, and serves as the company's point of contact with authorities.
Both the name and address of the registered office and agent must appear in the Constitution filed with the Commission. For an International Company, these registered-office details are one of only two categories of information open to public inspection, the Constitution being the other.
The agent's continuing role is to file with the VFSC on the company's behalf: annual returns where applicable, changes in directorship, and amendments to constitutional documents. A copy of the register of members is held at the registered office, and an annual renewal fee plus a maintained agent keep the company in good standing.
Declarations, Consents and Beneficial Ownership Disclosures
Two formal consents support the application: a Consent to Act as Director for each appointee, and a List of Persons Consented to be First Directors lodged with the filing. These confirm that named individuals have agreed to serve.
Disclosure of ultimate beneficial ownership is a condition of both registration and renewal. The duty sits in the Companies Act No. 25 of 2012, and from 2024 the Commission requires full UBO information when a legal entity is registered; that information is restricted to government authorities, not the public.
The VFSC publishes an official UBO Declaration Form. Supporting documents lodged with it are a certified colour passport or ID copy, a police clearance for the last six months, and a recent bank statement evidencing source of funds.
Failing to supply required ownership information, or supplying false information, is an offence carrying a fine of up to VT 75 million on conviction.
Registered agents must keep beneficial ownership records, which authorities may reach through proper legal process. Vanuatu has also adopted the Common Reporting Standard for automatic exchange of tax information and implemented FATCA agreements.
Notarisation, Apostille, Certified Translation and Legalisation of Foreign Documents
Vanuatu has been a party to the Hague Apostille Convention since 30 July 1980. A public document issued in another member country and intended for official use should carry an Apostille from the competent authority in the country of issue; once apostilled, it needs no further consular legalisation.
Passports and photo-identity documents cannot themselves be apostilled. Instead, the standard form is a notarised true copy of the passport, certified within the last three months. Commercial documents issued by a state body, such as certificates of incorporation or tax registrations, can be apostilled, and the Apostille is placed only on an original.
English is one of Vanuatu's three official languages, alongside Bislama and French, so English-language documents are generally accepted. One source notes that some foreign documents may need a certified, notarised French translation; practice varies between agents, so confirm the requirement with the VFSC or your licensed agent before translating.
No public VFSC rule sets out precisely which foreign documents must be apostilled rather than merely notarised for a standard IC formation. As a working principle, treat any public document from a Hague Convention country as requiring an Apostille from the issuing state.
Documents Issued Back to You: Certificate of Incorporation and Related Records
On approval, the Commission issues a Certificate of Incorporation, the marker of the company's legal existence, under Section 209 of the Companies Act No. 25 of 2012. You receive the certificate, the Memorandum and Articles, and the Constitution in digital form, with notarisation available if you need it.
The agent also prepares the records that make the company operational: resolutions appointing directors, the register of shareholders or members, and share certificates. The certificate itself can be printed or emailed from the VFSC online register at no charge, and many filed documents can be viewed there as PDFs.
For corporate banking, you will be asked for the Certificate of Incorporation, the Memorandum and Articles, and the register of directors and shareholders. A company seal is usually obtained after incorporation, and a foreign-owned local company will carry its FIAC and any business licence or VAT registration into post-incorporation compliance.
International Companies are not required to file an annual return, though their public file still contains the Constitution and registered-office particulars.
Conclusion
For a non-resident, the document burden in Vanuatu splits cleanly between proving who you are and constituting the company itself. The identity files are demanding, recent, certified passports, address proof, police clearances, and source-of-funds evidence, while the corporate filing for an International Company is deliberately light. Get the personal due-diligence package right, apostille foreign public documents, and the rest moves quickly through a licensed agent.
How Expanship Can Help Your Business in Vanuatu
Expanship assembles and reviews your incorporation file in Vanuatu, checking that passports, address proof, police clearances, and UBO declarations meet the certification and dating rules before anything reaches the registry. From there the firm acts across the wider needs of a foreign-owned entity.
- Company incorporation and name reservation with the VFSC
- Registered agent and registered office in Vanuatu
- Tax registration and filing, including VAT where applicable
- Ongoing compliance management and renewals
- Accounting and bookkeeping
- Banking introductions for corporate accounts
To start your incorporation or confirm the documents your case needs, contact Expanship Vanuatu.
Frequently Asked Questions
Yes. The required identity document is a notarised true copy of a valid passport, in colour, certified within the last three months. Passports cannot be apostilled themselves, so a fresh notarised copy is the accepted form.
For an International Company, no. The Constitution need not name shareholders or first directors, and only the Constitution and registered-office details are open to public inspection; beneficial ownership data is disclosed to the VFSC but accessible only to government authorities.
Public documents issued in another Hague Convention member country should carry an Apostille from the issuing country's competent authority, and no further consular legalisation is then needed. Vanuatu has been a Convention party since 30 July 1980; passports are an exception, supplied instead as notarised copies.
English is an official language in Vanuatu, so English-language documents are generally accepted. Some sources note that certain foreign documents may require a certified, notarised French translation, and practice varies by agent, so confirm with the VFSC or your registered agent before translating.
A recent bank statement, business contracts, or an investment portfolio are accepted as evidence of source of funds. The bank statement can also serve as your proof of address, provided it shows your full name and physical residential address and is dated within the last three months.
You receive the Certificate of Incorporation issued under Section 209 of the Companies Act No. 25 of 2012, together with the Memorandum and Articles and the Constitution in digital form. The agent also prepares director appointment resolutions, the register of members, and share certificates, and the certificate can be printed or emailed from the VFSC online register free of charge.
Legal Disclaimer
The information provided in this article is for general informational purposes only and does not constitute legal, tax, or professional advice. While we strive to ensure the accuracy and timeliness of the content, laws and regulations are subject to change, and the application of laws can vary widely based on specific facts and circumstances.
Readers should not act upon this information without seeking professional counsel tailored to their individual situation. Expanship and its authors disclaim any liability for actions taken or not taken based on the content of this article.
For specific advice regarding your business setup, compliance requirements, or any legal matters, please consult with qualified legal and tax professionals in the relevant jurisdiction.
