Key Takeaways
- The International Company is the common vehicle non-resident owners choose when incorporating in Vanuatu.
- Appointing a registered agent and establishing a registered office are required steps in the incorporation process.
- Name reservation, the constitution, and the incorporation application are lodged with the VFSC, which reviews them before issuing the certificate of incorporation.
- After incorporation, owners set up statutory registers, issue shares, and hold an inaugural board meeting.
Incorporating a Company in Vanuatu: An Overview of the Process
For a non-resident owner, the route into Vanuatu runs almost entirely through one structure: the International Company, registered with the Vanuatu Financial Services Commission (VFSC). The Commissioner of the VFSC also serves as Registrar of Companies, so a single authority handles formation and the public register.
This guide walks through how to incorporate a company in Vanuatu as a foreign owner, from name reservation to the issued Certificate of Incorporation. It is written for business owners, investors, and advisers based outside the country who want a clear view of the steps before committing.
Two statutes frame company law here. The Companies Act [CAP 191] governs domestic firms, while the International Companies Act [CAP 222], in force since 18 May 1993, governs the offshore vehicle that most foreigners use.
One procedural point matters above all others. Every International Company must be filed through a VFSC-licensed registered agent; you cannot lodge documents with the registry directly as an individual.
The agent runs the full sequence: name reservation, collection of due-diligence material, drafting of the constitution, filing with the VFSC, and delivery of the Certificate. Once your documentation is complete, the registry typically issues incorporation within two to five business days.
Choosing Your Company Vehicle: The International Company as the Common Choice
The statutory name for the vehicle is the International Company, or IC. The term "IBC" appears in marketing material but has no standing in the legislation.
An IC is built to trade outside Vanuatu. Operate within the statutory boundaries and the entity is fully exempt from local taxation, with no obligation to file annual returns, financial statements, or audited accounts at the registry.
One or more persons may form an IC for any lawful purpose by signing a constitution as incorporator. The company must be limited by shares, limited by guarantee, or limited by both.
In practice almost every foreign-owned IC is limited by shares. There is no minimum or maximum issued capital, par or no-par value is allowed, and a single issued share is enough.
Bearer shares were abolished in 2016, bringing the regime into line with international transparency norms. That change removed a feature once associated with offshore structures and is worth noting for any owner comparing jurisdictions.
The exemptions come with limits on activity. An IC may carry on international trade and commerce, but it may not conduct banking, insurance, trust, or fund management business without the relevant VFSC licence, nor deal in Vanuatu securities.
The full exemption from Vanuatu taxes applies only where the IC conducts no business inside the country. Cross that line and the position changes.
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Reserving and Securing Your Company Name with the VFSC
Your chosen name must be unique and approved by the registry before incorporation proceeds. Availability can be checked and the reservation lodged through the VFSC online portal.
The registry will reject a name that is identical or confusingly similar to an existing one, or that implies a connection with the Government of Vanuatu, a statutory corporation, or a local authority. Names may use any language written in Roman characters.
Every name needs a recognised corporate designator. Acceptable forms include "Limited," "Incorporated," "Corporation," "Société à Responsabilité," "Besloten Vennootschap," and their standard abbreviations.
Certain words are restricted. "Trust," "Bank," and "Insurance" require a licence; terms such as "finance," "fund management," and "investment fund" need approval, and "Foundation" or "Charity" may be refused at the Registrar's discretion.
A reservation holds the name for six months, after which you must register it or reserve it again. The same name may be reserved only twice within any five-year period.
Reserving a name carries a fee, and a separate fee falls due on registration itself. The registry publishes its current schedule, so confirm both figures with the VFSC or your agent before filing.
Appointing a Registered Agent and Establishing a Registered Office
An IC must keep a registered office and a registered agent in Vanuatu at all times. This is a continuing requirement, not a one-off formality at incorporation.
The agent must hold a VFSC licence to provide registered agent services. They maintain a copy of the company's constitutional documents and assist with compliance matters throughout the company's life.
The registered office must be a physical address inside the country, not a mailbox. Your constitution states the first registered office address and the name and address of the first agent, and on incorporation these become the company's official details.
Should either change later, the company must notify the registry in writing within 14 days. The registered office is also where statutory records are kept, unless the directors designate another location.
Ongoing Compliance in Vanuatu
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Deciding on Directors, Shareholders, and Beneficial Owners
An IC needs at least one shareholder and at least one director, and a single person may hold both roles. Each may be an individual or a corporate body, which makes holding-company and nominee arrangements straightforward.
No nationality or residency rule applies to directors or shareholders. The statute text of CAP 222 imposes no director-residency requirement, so a non-resident may serve.
Some secondary guides assert that one director must be resident in Vanuatu. The legislation does not support this; confirm the point against CAP 222 or with a licensed agent before you rely on it.
A company secretary is optional and, if appointed, need not reside in the country. Nominee director and shareholder services are permitted, with the beneficial owner disclosed privately to the registered agent under know-your-customer rules.
Beneficial ownership detail stays off the public register. It is held by the agent under Vanuatu's beneficial-ownership legislation and released only through CRS exchange, FATCA, or formal legal process.
Expect your agent to ask for standard due-diligence material before filing:
- A notarised copy of a valid passport for each individual
- A utility bill or bank statement showing residential address, dated within three months
- A banker's reference letter, also dated within three months
Where a shareholder or director is a corporate entity, the agent will require full apostilled corporate documents for that body.
Preparing the Constitution and Incorporation Application
The constitution is the founding document. It governs how the company is run, covering director appointment and powers, meeting procedures, and shareholder rights.
It must state five things: the company name, the first registered office address, the name and address of the first registered agent, the objects of incorporation, and whether the company is limited by shares, by guarantee, or by both.
Some details are deliberately optional. The constitution need not state authorised capital, name shareholders, or name first directors, though it may name the first directors if you choose.
You can adopt a tailored constitution or use the model form already set out in the legislation. A bespoke document suits owners who want specific governance terms; the model serves a simple holding or trading entity.
Three core documents make up the application: the constitution, the Application for a Permit to Form an Incorporated Company, and a Notice of Registered Office. Passport identification pages for all foreign shareholders and directors, plus the incorporation fee, support the filing.
Formation happens when one or more persons sign the constitution as incorporator. Each incorporator counts as a member until shares are allotted, then ceases to be one unless shares are allotted to them.
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Lodging the Application and the VFSC Registry Review
Filing means lodging the signed constitution, the covering application, and the incorporation fee with the registry through your licensed agent. The constitution becomes available for public inspection once registered.
Lodging online through the VFSC portal costs less than paper filing, so the electronic route is the usual choice. The agent handles submission on the company's behalf.
The incorporation fee scales with authorised share capital rather than being a flat charge. The official schedule sets a minimum and rises with capital, so the precise figure depends on the structure you adopt.
| Authorised share capital | Fee basis |
|---|---|
| Lower capital band | Statutory minimum fee |
| Higher capital bands | Rises with capital to a statutory maximum |
The official fee schedule is the source to confirm exact amounts, as published figures are periodically revised. Treat any single number quoted by a third party as indicative until checked against the registry.
Once the registry enters the constitution in the Register of International Companies, it issues a Certificate under its official seal. Indicative processing runs to roughly three to five working days for a complete application.
After incorporation, only certain filings reach the public record: charges over assets, changes of registered office or agent, and amendments to the constitution. Changes of officers and the accounts themselves stay off the public register.
Receiving the Certificate of Incorporation
The Certificate of Incorporation, sealed by the VFSC, confirms the company exists with limited liability. Issuance typically takes two to five business days from a complete submission.
Once approved, the company package is delivered electronically. It generally contains the Certificate and the constitution, the latter serving the role of memorandum and articles.
With the Certificate in hand, no further public filing is needed and the company can begin trading internationally. A company seal is optional, not required by law.
For a corporate bank account outside Vanuatu, expect the bank to request apostilled company documents. Arranging the apostille early avoids a delay at the account-opening stage.
First Steps After Incorporation: Statutory Registers, Issuing Shares, and the Inaugural Board Meeting
The company must immediately keep its records in order: accounts, minutes of meetings, copies of resolutions, a register of directors, and a register of shareholders. These are held at the registered office or another place the directors select.
Shares are allotted to the named shareholders once registration completes. At that point each incorporator's deemed membership lapses unless shares are allotted to them as well.
No paid-in capital needs to be deposited or verified at formation. There is no minimum or maximum issued capital, and one share is sufficient.
Governance is flexible. No annual general meeting is required, voting by proxy is allowed, and meetings may be held anywhere in the world, by telephone or other electronic means when held outside the country.
Some duties run continuously rather than on an annual filing cycle:
- Notify the registry of changes to directors or shareholders as they occur
- Keep financial records that reflect the company's position, even though audited accounts are not filed
- Lodge beneficial-ownership information privately with the registered agent
- Maintain the registered agent and office, and pay the annual renewal fee
The annual renewal fee falls due between 30 June and the company's incorporation anniversary each year. Beyond renewal and the agent relationship, an IC outside regulated activities carries no further public-filing obligations. Ongoing compliance is covered in its own dedicated guide.
Conclusion
Incorporating in Vanuatu is a short, agent-led process built around the International Company, with formation usually complete within two to five business days of full documentation. The structure suits foreign owners trading outside the country who want a tax-exempt vehicle with no nationality restrictions and private beneficial-ownership records. The continuing commitments are modest: a licensed agent, a physical registered office, an annual renewal fee, and accurate records. Confirm current registry fees before filing, since the official schedule is revised from time to time.
How Expanship Can Help Your Business in Vanuatu
Expanship handles the full incorporation of a Vanuatu International Company through a licensed registered agent, from name reservation to the sealed Certificate, and supports the wider needs of a foreign-owned entity once it is formed.
- Company incorporation and name reservation with the VFSC
- Licensed registered agent and physical registered office
- Tax registration and filing where applicable
- Ongoing compliance and annual renewal management
- Accounting and bookkeeping support
- Introductions to banking partners for account opening
To discuss forming or maintaining your company, contact Expanship Vanuatu.
Frequently Asked Questions
Yes. There are no nationality or residency restrictions on shareholders or directors of an IC, and a single non-resident may hold both roles. The entity can be wholly foreign-owned without a local partner.
No. An International Company is not required to file annual returns, financial statements, or audited accounts with the registry. It must still keep financial records that reflect its position, and it must pay the annual renewal fee due between 30 June and its incorporation anniversary.
No. Beneficial-ownership detail is lodged privately with the registered agent under Vanuatu's beneficial-ownership legislation and is not on the public register. It is disclosed only through CRS exchange, FATCA, or formal legal process.
For a complete application, the registry typically issues the Certificate of Incorporation within two to five business days. Time spent gathering due-diligence documents and reserving the name happens before that window begins.
You must use a VFSC-licensed registered agent. An individual cannot lodge IC documents directly with the registry, and the company must keep a licensed agent and a physical registered office in Vanuatu at all times.
An IC may not carry on banking, insurance, trust, or fund management business without the appropriate VFSC licence, nor trade in Vanuatu securities. Its tax exemption also depends on conducting no business inside the country.
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.
