Key Takeaways
- The International Company (IC) is a Vanuatu structure defined by specific governing law and built around non-resident ownership.
- Ownership, share, and membership rules shape who can hold an IC and how management, directors, and officers are arranged.
- Taxation and compliance treatment, alongside the company's advantages and practical limitations, determine whether an IC fits a given purpose.
- Formation follows a defined process, making the IC a common choice for particular international business uses.
Understanding the International Company (IC) in Vanuatu
The International Company (IC) is the offshore vehicle most foreign owners reach for when they want a tax-neutral entity in Vanuatu to conduct business outside the country. It is governed by the International Companies Act [Cap. 222] and regulated by the Vanuatu Financial Services Commission, the statutory body that maintains the company register.
You may see the same vehicle marketed as a "Vanuatu IBC" (International Business Company). That label is industry shorthand; the correct legal term under local law is International Company.
This guide explains what an IC is, how it is owned and managed, how it is taxed, and the limits a non-resident should weigh before incorporating. It will matter most to foreign business owners, investors, and their advisers who operate internationally and want a holding or trading entity outside their home country.
Legal Basis and Governing Law of the International Company
The IC is created under the International Companies Act, originally enacted as Act No. 32 of 1992 and consolidated under the CAP. 222 designation. Both citations remain in active use, so do not be confused when you see one or the other.
All other companies in the jurisdiction fall under a separate statute, the Companies Act [Cap. 191], which traces back to the UK Uniform Companies Act 1948. The IC sits in its own regime, designed for non-resident business and kept administratively distinct from domestic firms.
Company law here rests on English common law, with some French civil-law residue in administrative areas, a legacy of the country's Anglo-French past. Courts draw on Commonwealth authority from Australia, New Zealand, and the United Kingdom, which gives foreign founders a familiar legal reference point.
The Vanuatu Financial Services Commission performs the registration function under the Vanuatu Financial Services Commission Act No. 35 of 1993. The full statutory text is available through the Companies Act PDF if you or your adviser need to check a specific provision.
Company Incorporation in Vanuatu
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Defining Features and Characteristics of an IC
An IC is a company limited by shares (or by guarantee) with separate legal personality. It is a distinct legal person from its members, so the entity, not its owners, holds the assets and bears the contracts.
Shareholder liability is limited to any amount unpaid on shares held. There is no minimum capital requirement to incorporate.
The constitution is the only governing document the company must file. It needs to state only the name, the purposes (which may be expressed in general terms), the registered office and agent in Vanuatu, and whether the firm is limited by shares or by guarantee.
Share structuring is flexible. Shares may be registered or bearer, with or without par value, and may carry full, partial, conditional, or no voting rights; they can be common, preferential, redeemable, or convertible.
Only the constitution, registered office, and registered agent appear on the public record. Directors and shareholders are not publicly disclosed.
Naming rules are straightforward. The company name must end with a recognised suffix such as Limited, Corporation, Incorporated, or Société Anonyme, and may be in any language provided Roman characters are used. The words "Trust," "Bank," and "Insurance" are barred, and the registrar may also refuse "Foundation" or "Charity."
A solvency test applies to distributions. Directors must ensure any distribution leaves the entity able to meet its liabilities, and they can be held personally liable for a shortfall.
Re-domiciliation runs both ways. A company formed elsewhere may continue into Vanuatu, and a Vanuatu IC may continue into another jurisdiction on a resolution of its directors or shareholders.
Ownership, Shares, and Membership Structure
One shareholder is enough, and that holder may be an individual or a corporate body of any nationality and resident anywhere. No foreign-ownership restrictions apply, so 100% foreign ownership is the norm.
There is no statutory minimum capital. The standard authorised share capital used in practice is USD 10,000, though declaring authorised capital is not legally required, and the capital may be denominated in any currency.
The minimum issued capital is a single share, with or without par value. Each incorporator is treated as a member until shares are allotted; if no shares are allotted to that person, they cease to be a member.
Bearer shares are permitted by law, but expect friction in practice. Many registered agents decline to administer them, given international pressure on bearer instruments.
Beneficial ownership and shareholder details are not part of the public record. They are held by the registered agent and may be released to authorities on lawful request, particularly under anti-money laundering and counter-terrorist financing rules.
Ongoing Compliance in Vanuatu
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Management, Directors, and Company Officers
A single director satisfies the law, and corporate directors are allowed. There is no requirement for a local director, and the director may be of any nationality.
One person can act as both sole director and sole shareholder. Director names do not appear on the public file.
Nominee appointments are permitted in general. The regulator will not allow them, however, for a company carrying on restricted, licensable activities such as dealing in securities or other regulated financial business.
A company secretary is optional, and where appointed need not be based in Vanuatu. Annual general meetings are not mandatory; directors and shareholders may vote by proxy, and meetings may be held anywhere, by telephone or other electronic means.
One liability point deserves emphasis. Directors carry personal exposure under the solvency test whenever a distribution is made, so the role is not a formality.
Common Uses of an International Company and Who Chooses It
The IC is used across a wide spread of cross-border activity. International trade, asset and investment holding, e-commerce, consulting, and ship management and maritime operations are among the most frequent applications.
Typical users include small trading companies, commission agents, international consultants, e-commerce operators, and holding-company owners. The vehicle suits founders who want a simple, tax-neutral entity to sit above operations conducted outside the jurisdiction.
Common structures include the following:
- International trade in goods, including wholesale and dropshipping
- Consulting and professional services billed internationally
- Holding intellectual property for royalty licensing
- Proprietary forex or crypto trading
- Owning real estate or investments situated outside Vanuatu
Some owners pair an IC with citizenship obtained through the country's investment programme, treating the combination as a single corporate and personal planning strategy.
Not every business qualifies. A company that offers shares to the public, holds a banking, trust, or insurance licence, or operates inside Vanuatu cannot register as an IC and must instead use the domestic Companies Act regime.
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Taxation and Key Compliance Treatment
An IC pays no Vanuatu tax on its income. The country imposes no corporate income tax, no personal income tax, no capital gains tax, no withholding tax, and no estate or inheritance duty on anyone; this is a constitutional position, not a special offshore concession.
On top of that general position, the statute guarantees an IC full exemption from all forms of taxation for 20 years from the date of registration. There are no exchange controls, so funds move in and out without restriction.
| Tax type | Treatment |
|---|---|
| Corporate income tax | None |
| Capital gains tax | None |
| Withholding tax | None |
| Estate / inheritance duty | None |
| Statutory exemption period | 20 years from registration |
The country has no network of double taxation conventions. That absence matters: without treaty relief, you must check how income flowing through the IC is treated where you and the underlying business are taxed.
Compliance at the local level is light. An IC must prepare annual accounts and keep records sufficient to show its financial position, but it files no accounts, no annual return, and no tax return, and it is not audited.
To stay on the register, the IC pays an annual fee. Renewal falls due by 30 June each year, regardless of the incorporation date.
A Resident Entity (Economic Substance) Bill was tabled before Parliament in 2024. Whether it has been enacted, and whether ICs would fall within its scope as "resident entities," should be confirmed with the regulator before you rely on the existing light-touch position; the tabled Bill is publicly available.
The exemption covers Vanuatu tax only. You should still take advice in your country of residence, because home-country rules on controlled foreign companies, residence, and reporting will usually determine your real exposure.
Advantages of the International Company
For a foreign owner, the appeal of the IC comes down to a short list of practical features.
- Zero Vanuatu tax, backed by a 20-year statutory exemption guarantee
- Confidentiality, with no public register of directors, shareholders, or beneficial owners
- Full foreign ownership and control, with no local director or shareholder needed
- Remote setup through a registered agent, with no travel required
- Minimal filing, since no annual return or audited accounts go to any authority
- No exchange controls, allowing free international movement of funds
Formation is fast. An IC can normally be established within one day of the agent receiving complete information.
The legal framework adds a measure of predictability. Because the courts lean on Commonwealth common-law authority, the rules governing the company will feel familiar to advisers trained in English-law systems.
Limitations and Practical Considerations
The IC carries firm activity restrictions. It may not trade within Vanuatu, own local real estate (beyond leasing premises for its international business), offer shares to the public, hold a banking, trust, or insurance licence, or solicit deposits or loans from the public.
Some activities are not prohibited but require prior approval. Insurance, assurance, fund management, and banking each demand the appropriate licence before the company may proceed.
Incorporation runs only through a licensed registered agent; you cannot file directly with the regulator as an individual. The jurisdiction is no longer a "no questions asked" destination, and its compliance and KYC framework is substantive and enforced.
Banking is the practical hurdle most foreign owners underestimate. Opening a corporate account, especially outside Vanuatu, typically requires a full set of apostilled company documents, and many international banks apply heightened scrutiny to Pacific offshore entities, which can slow or block account opening.
Vanuatu has appeared on various grey or blacklists over time. Its standing with the EU, FATF, and OECD changes periodically and should be verified independently before you commit.
Transparency obligations also temper the privacy on offer. The country takes part in the OECD Global Forum and CRS/FATCA, so beneficial ownership data held by the agent and regulator can be exchanged with foreign tax authorities on a formal legal request.
Director solvency liability remains a live risk. A distribution that breaches the statutory solvency test can leave directors personally answerable for the shortfall.
Formation Overview at a Glance
International companies are administered by the Vanuatu Financial Services Commission in Port Vila, which issues the Certificate of Incorporation through its Registrar of International Companies. The step-by-step process is covered in a separate guide; what follows is the essential shape of it.
The minimum structure is one director and one shareholder, who may be the same person, plus a registered office and registered agent both located in the jurisdiction. The single document filed is the constitution, stating the name, purposes, registered office and agent, and whether the company is limited by shares or guarantee.
Expect to provide KYC for each director, shareholder, beneficial owner, and authorised signatory:
- Notarised copy of a valid passport
- Certified proof of residential address, dated within three months
- Certified banker's reference letter, dated within three months
- For corporate participants, a full apostilled set of corporate documents and a certificate of good standing where the company is over a year old
On fees, the regulator assesses charges under a schedule tied to share capital. Because published figures from third-party sources may be dated, confirm the current amounts on the VFSC fees page or through Expanship before relying on them. All-in service costs covering the agent, registered office, and KYC generally fall in the region of USD 1,200 to USD 3,500 or more in the first year, with the annual renewal fee due between 30 June and the anniversary of incorporation.
Regulator processing itself usually takes 24 to 48 hours once the application is filed. From first contact to receiving documents, allow roughly three to five business days.
Conclusion
The Vanuatu IC gives a non-resident owner a tax-neutral, privately held company that is quick to form and light on filing, suited to international trading, holding, and asset structures kept outside the country. Those strengths come paired with real constraints: a ban on local business, banking that demands patience and apostilled paperwork, and a compliance regime that is enforced rather than nominal. Home-country tax rules, not the local exemption, will usually decide your actual position, so independent advice where you are resident is essential. Used for the right cross-border purpose and set up through a licensed agent, the IC remains a practical vehicle for foreign founders.
How Expanship Can Help Your Business in Vanuatu
Expanship sets up and maintains International Companies for non-resident owners, acting through licensed channels to handle the constitution, KYC, and registration, and then keeping the entity in good standing year to year. The same team supports the wider needs of a foreign-owned firm in the jurisdiction.
- Incorporating your International Company end to end
- Providing registered agent and registered office services
- Handling tax registration and any required filings
- Managing annual renewals and ongoing compliance
- Maintaining accounting records and bookkeeping
- Introducing banking options and preparing the documents banks expect
To discuss your structure and next steps, contact Expanship Vanuatu.
Frequently Asked Questions
Yes. "IBC" or "International Business Company" is industry shorthand for the same vehicle, which is correctly called an International Company under the International Companies Act [Cap. 222]. The two terms describe one entity.
No travel is required. The entire process runs remotely through a licensed registered agent, and an IC can normally be incorporated within one day of the agent receiving complete information and KYC.
Yes. There are no foreign-ownership restrictions, no requirement for a local director or shareholder, and a single person may hold both roles, regardless of nationality or country of residence.
No. The company must prepare annual accounts and keep records sufficient to show its financial position, but it files no accounts, annual return, or tax return with any authority, and audits are not required.
Directors, shareholders, and beneficial owners do not appear on the public register; only the constitution, registered office, and agent are public. That information is held by the agent and regulator, however, and can be shared with foreign tax authorities under CRS, FATCA, and OECD Global Forum requests.
No. An IC may not conduct business within Vanuatu or own local real estate, beyond leasing premises for its international operations, and a business needing local activity must register under the domestic Companies Act [Cap. 191] instead.
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.
