Vanuatu Company Incorporation Cost and First-Year Fees

Understanding Company Incorporation Costs in VanuatuCopy link to section

The cost to incorporate a company in Vanuatu is low by international standards, and for a non-resident owner it centres on one vehicle: the International Company (IC), an offshore structure created under the International Companies Act No. 32 of 1992 for business conducted outside the country. This entity sits wholly outside the domestic tax base, and the jurisdiction levies no corporate income tax, capital gains tax, or withholding tax on companies, residents, or non-residents.

The supervisory body is the Vanuatu Financial Services Commission (VFSC), whose Commissioner also acts as Registrar of Companies. Registration through the VFSC is a legal step for any foreign investor forming an offshore entity.

This article breaks down what you actually pay to set up and run a Vanuatu IC in the first year, separating official registry fees from the service fees charged by agents. It is written for foreign business owners, investors, and their advisers comparing offshore options before committing capital.

A second route exists for those intending to trade inside the country, the domestic limited company under the Companies Act [Cap. 191], but it carries extra cost layers that the offshore IC avoids. Most non-residents choose the IC, so the figures below focus there, with domestic comparators noted where they help your decision.

Government and Registry Incorporation FeesCopy link to section

Filing the company Constitution with the VFSC carries an official incorporation fee of USD 150. The submission includes the company name, registered office and agent, objects, and directors' details, signed by the incorporator, accompanied by a covering letter.

Alongside the filing fee, the IC pays an annual registration fee that doubles as the renewal charge. A company registered on or after 1 January of a given year pays a pro-rated USD 150 in that first year, while one already on the Register at 31 December of the prior year pays USD 300.

Processing is fast for offshore entities. A clean IC filing commonly produces a Certificate of Incorporation within two to three business days, and in practice within one to two weeks once name clearance and KYC are settled.

For comparison, a domestic company under Cap. 191 pays an incorporation fee scaled to authorised share capital, from a minimum of VT 30,000 to a maximum of VT 250,000. That same amount recurs annually as the renewal fee, and domestic formations typically take five to ten business days.

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Name Reservation and Registered Agent CostsCopy link to section

Reserving a company name is a short step, usually completed within one to two business days. The fee differs depending on whether the reservation is lodged online or through an agent, and the precise figure should be confirmed against the VFSC schedule.

A separate, optional charge applies only if your company will trade under a name different from its full registered title. Business name registration costs VT 10,000 online or VT 12,000 on paper, with renewal at VT 5,000 before 30 September each year.

Every Vanuatu IC must, by law, maintain both a registered office and a VFSC-licensed registered agent within the country. This is not negotiable, and the agent fee is the largest recurring component of your offshore running cost.

Agent pricing varies materially between licensed providers. First-year agent fees, typically inclusive of the registered office address, fall in the region of USD 300 to USD 600 or more, with renewals from year two often quoted higher; one provider cites USD 1,250 per year.

The agent also handles work that runs in parallel with the incorporation filing:

• Name clearance against the Register
• Collection of KYC documents for each director and shareholder
• Entry of beneficial-owner details into the private register

You will generally be asked for three proposed company names, a short description of planned activities, and for each director and shareholder, their name, address, nationality, passport number, and occupation.

Share Capital, Stamp Duty, and Related ChargesCopy link to section

An IC has no minimum share capital requirement. The market convention is an authorised capital of USD 10,000, expressed in any currency, with a minimum issued capital of a single share; this affects nothing in your fee total because no capital tax or duty attaches to it.

Stamp duty is where the offshore structure earns its keep. A Vanuatu IC is exempt from stamp duty on share transactions, on transfers of property other than local real estate, and on its general business dealings, so share issuances, transfers, and incorporation documents carry no duty at all.

The picture changes for domestic and onshore entities, which face a general stamp duty at a flat 2%. Any entity buying real estate in the country, offshore or not, pays a fixed 5% stamp duty on the declared value or contract price at purchase.

For most foreign owners using an IC for holding or trading outside the country, the practical answer is that share capital and duty add nothing to the setup bill.

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The Annual Licence Fee Due at SetupCopy link to section

The IC's annual registration fee is the recurring obligation that keeps the company on the Register, and it falls due in a window running from 30 June to the anniversary date of incorporation. The amount is USD 300 for a company on the Register at 31 December of the prior year, or USD 150 on a first-year pro-rata basis for one registered on or after 1 January.

Miss the deadline and a late payment penalty applies under the published VFSC schedule. Prolonged non-payment, or failure to file required updates for six months, can lead the VFSC to strike the company off the Register.

One feature lightens the ongoing burden: the IC carries no annual accounts obligation. There are no financial statements, no audit, and no annual VFSC report; changes to directors or shareholders are filed as they happen rather than on a yearly cycle.

Two cost layers apply to domestic and onshore foreign-owned entities but never to an offshore IC. A business licence carries a principal sum of VT 20,000 plus VT 90,000 for each non-citizen employee, principal, or partner, with an activity component from VT 20,000 per category; and a Foreign Investment Application Certificate (FIAC) from the Vanuatu Investment Promotion Authority costs roughly VT 120,000 in year one, then VT 30,000 annually.

What Makes Your Total Cost VaryCopy link to section

Two identical-looking Vanuatu companies can carry quite different bills, depending on choices made at setup. The IC remains the lowest-cost flexible offshore structure, but several variables move the final number.

• Registered agent choice. Annual maintenance fees differ across VFSC-licensed providers, with one provider's year-two renewal cited at USD 1,250; shop the agent retainer carefully, as it dominates recurring cost.
• Document legalisation. Apostille of corporate documents is an optional extra, useful when opening a bank account in a third country; fees vary by document.
• Nominee services. Nominee shareholder or director arrangements are available and add to cost at provider-set rates.
• Filing channel. Online registration costs less than paper or email for business name registration and several registry tasks.
• Beneficial-ownership upkeep. BO information is filed privately through your agent and is usually bundled into the annual retainer rather than billed separately.
• Sector licensing. Activities such as banking, insurance, legal services, or company management require separate authorisation from the Reserve Bank of Vanuatu or the VFSC, carrying substantially higher fees outside the standard IC cost.

Domestic operators face further triggers. VAT registration becomes compulsory once annual turnover will exceed VT 4 million, though the registration itself is free and processed in about three working days.

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Typical All-In First-Year Cost for a Vanuatu CompanyCopy link to section

The figures below describe a standard non-resident-owned IC, the structure most foreign owners form. Treat them as honest ranges rather than fixed quotes, because agent and professional fees differ between providers and the official VFSC component should be checked on the live schedule.

From year two, the running cost narrows to the annual renewal, combining the VFSC government fee of USD 300 with the agent retainer. Provider-quoted all-in renewals vary widely, so confirm the figure with your chosen agent before committing.

By contrast, a domestic company starts from around VT 32,000 for incorporation and name reservation alone, before agent fees, the business licence, and the FIAC are added. Those extra layers make the onshore route materially more expensive for a foreign investor than the offshore IC.

Where a current figure cannot be stated with confidence, verify it directly against the official VFSC fee schedule or ask Expanship to confirm before you budget.

ConclusionCopy link to section

A Vanuatu IC is one of the lower-cost offshore vehicles a foreign owner can form, with a modest government filing fee, a fixed annual registration charge, and no audit or accounts to fund each year. Your real variable is the registered agent retainer, which you are required by law to maintain and which dominates the recurring bill. Build a first-year budget in the region of one to two and a half thousand US dollars for a basic structure, then confirm the live VFSC and agent figures before you file. For trading inside the country the domestic company carries extra licence and investment-certificate costs, so match the entity to how you actually intend to use it.

How Expanship Can Help Your Business in VanuatuCopy link to section

Expanship prepares the cost breakdown for your intended structure, confirms the current VFSC fees, and manages the incorporation filing and registered agent appointment so your first-year spend holds no surprises. The same team handles the wider needs of a foreign-owned entity, from formation through to ongoing upkeep.

• Company incorporation and structuring for International Companies and domestic entities
• VFSC-licensed registered agent and registered office address
• Tax registration and filing where a domestic entity requires it
• Ongoing compliance management, including annual renewals and penalty avoidance
• Accounting and bookkeeping for onshore companies
• Banking introductions for newly formed entities

To map your costs and start the process, contact Expanship Vanuatu.

Frequently Asked QuestionsCopy link to section