Vanuatu Company Formation: International Company (IC) Registration

Why Choose Vanuatu for Company Formation?

Vanuatu offers fast, low-cost offshore incorporation under English common law, with two-to-five-day registration, 100% foreign ownership, no minimum capital, zero direct tax, and no in-force economic-substance regime. It suits non-EU crypto, fintech, forex, and high-risk operators who need a clean, cheap legal perimeter quickly. Reputation is the honest counterweight: Vanuatu sits on the EU Annex I tax blacklist, and banking is the hardest part of running the structure.^[1][2]

The dominant vehicle is the International Company (IC) under the International Companies Act [CAP 222], the offshore company onto which a Financial Dealers Licence or virtual-assets licence is later layered. Registration runs through the Vanuatu Financial Services Commission (VFSC), which acts as Registrar of Companies, on a full online registry, in English, the country being officially bilingual in English and French.^[1][3]

Speed, Cost, and Zero Direct Tax

A Vanuatu IC is typically incorporated within two to five business days once due-diligence checks clear, with the certificate usually issued 24 to 48 hours after document submission; the government incorporation fee is USD 150 and the annual fee USD 300.^[2][3] Because Vanuatu levies no corporate income tax, no personal income tax, no capital gains tax and no withholding tax, the zero-tax position is structural, not conditional.

Unlike a European private company, which involves tax and VAT registration before it is operational, a Vanuatu IC reaches legal personality almost immediately; the trade-off appears later, at the banking stage.

No In-Force Economic-Substance Regime

With no in-force economic-substance regime, Vanuatu leaves an IC no substance-filing burden today.^[10] That is genuinely lighter, but it cuts both ways. The dedicated Economic Substance section below sets out how Vanuatu differs from the major substance jurisdictions and why the real exposure shifts to the owner’s home-country rules.

FATF-Clear, EU-Listed: The Split That Matters

Vanuatu is FATF-clear, removed from the FATF increased-monitoring list in 2018, yet it is on Annex I of the EU list of non-cooperative jurisdictions for tax purposes, confirmed by the Council of the EU on 17 February 2026.^[11][12] This split is the single most important fact for a buyer: Vanuatu is AML-compliant by FATF standards but penalised by the EU on tax grounds, and banks weigh the EU tax flag, not the FATF score.

From an IC to a regulated activity, the pathway runs through the VFSC and is covered on the paired licensing page.^[7]

Entity Types Under Vanuatu Law

Vanuatu runs two parallel company regimes. The International Company (IC) under the International Companies Act [CAP 222] is the offshore vehicle, with USD-denominated fees and no local trading. Alongside it sits the domestic company under the Companies Act No. 25 of 2012, the local company, with VT-denominated fees, used where genuine local presence, trading or licensing substance is needed. For the crypto, fintech, and high-risk audience the dominant vehicle is the International Company.^[1][4]

Choosing between the International Company and the domestic company is rarely about cost and almost always about purpose and the currency of fees. The IC is the default for a non-resident holding or operating shell; the domestic company is the right pick only where the business genuinely needs local presence or where a licence requires local substance.

A licensed forex or crypto operation increasingly needs a physical office and a resident director, but that is a licensing requirement, not a formation one, and is covered on the paired licensing page.^[1][7]

Formation Process

A Vanuatu IC is formed online through a licensed registered agent, a Company and Trust Services Provider (CTSP), who files on the VFSC registry. Realistically, the end-to-end timeline runs two to five business days to incorporation once know-your-customer (KYC) checks clear, with a conservative one-to-two-week estimate including the apostille of incoming documents. A registered agent and a registered office in Vanuatu are both mandatory.^[2][5]

What You Need to Prepare

Requirements

Vanuatu formation requirements are light on paper and heavier in practice. Statutorily, an IC needs a single director, who may also be the sole shareholder, plus a registered office and a licensed registered agent. The make-or-break elements are not the minima but the downstream obligations: maintaining accounting records, disclosing beneficial ownership to the VFSC, and, for any licensed activity, building genuine local substance.^[1][7][9]

Registered Office and Registered Agent

Every Vanuatu IC must maintain a registered office and a licensed registered agent (CTSP) in Vanuatu, and only a licensed agent can incorporate a company or file changes on its behalf.^[1][5] The agent is the statutory gatekeeper: all filings, KYC, and register maintenance route through them, and losing an agent without a replacement is a direct path to strike-off.

Neither the annual agent fee nor the registered-office fee is optional overhead; together they are the cost of keeping the company in existence. Budget roughly USD 600 to USD 1,500 a year combined, depending on the service level the agent offers.

Beneficial Ownership and Record-Keeping

An IC must keep accounting records, minutes, and statutory registers, and produce them in Vanuatu if the Registrar so directs, but it does not file them routinely; there is no annual return.^[1] Since 2024, beneficial-ownership information must be disclosed to the VFSC, and is held privately rather than on a public register.^[9] Ownership is reachable by competent authorities and, through the Common Reporting Standard, by foreign tax authorities, but it is not openly searchable.

Keep records in good order from day one, because the obligation is enforced through the agent and any gap surfaces the moment a bank or the VFSC asks.

Costs and Pricing

Measured on headline fees, Vanuatu is one of the cheapest offshore jurisdictions to enter. The government charges USD 150 to incorporate and USD 25 to reserve the name, and section 112 of the International Companies Act sets the annual registration fee at USD 150 for the year in which the company was registered, rising to USD 300 for every year in which it was already on the register at 31 December.^[1][3] Government fees therefore come to USD 325 in Year 1.

Including the registered agent and registered office that the Act makes compulsory, the statutory Year-1 cost is USD 925 to USD 1,825.^[2][3] The Act makes the annual fee payable on or before 30 June, and the VFSC administers the due date from 30 June to the anniversary of incorporation.^[1][3]

Government Fees (International Company)

Fee schedule current as of June 2026, per the VFSC. Long-term options reduce the annual cost: a 5-year fee of USD 675, 10-year USD 1,200, or 20-year USD 2,000. A domestic company under the Companies Act No. 25 of 2012 pays VT-denominated fees instead, with registration and the annual return at VT 35,000 each (~USD 300 each).^[3][4]

Total Cost Summary (Year 1, International Company)

The figures above are the statutory cost of the company: what the registry, the government, and the law require. Section 34(1) of the International Companies Act requires a registered office in Vanuatu at all times and section 35(1) requires a registered agent, and only a provider licensed under the Company and Trust Service Providers Act No. 8 of 2010 may act as one, so the agent’s fee is a cost of having the company rather than a service bought alongside it.^[2] The partner who carries the mandate charges separately for consultation, running the case, preparing and filing the paperwork, and compliance, and that fee is quoted per case because every case differs. Jagelski & Partners charges the client nothing.

Those lines are the whole of the statutory Year-1 cost, and they add up to the band shown: USD 925 at the floor, USD 1,825 at the ceiling. Anything an agent supplies beyond the statutory registered office and registered agent, such as apostilled document sets, a virtual office, or a banking introduction, is priced separately by the agent and is not included in the figures here.

In practice, the USD 325 of government fees is the smallest part of a Vanuatu budget. Where the real Year-1 cost sits is in the registered-agent and registered-office fees, which a non-resident cannot avoid because only a licensed agent can file.^[2] The USD 150 incorporation headline omits the agent and the registered office, so it is not the statutory cost of a Vanuatu company. Account opening adds a further USD 200 to USD 2,000 plus monthly fees, as a separate exercise.

Taxation

Vanuatu is a no-direct-tax jurisdiction: there is no corporate income tax, no personal income tax, no capital gains tax and no withholding tax on dividends, interest or royalties. The zero-tax position is structural and applies to both the IC and the domestic company; the introduction of an income tax has been debated repeatedly but none had been enacted as of June 2026.^[6][8]

Value added tax is the main tax, applying at 15%, raised from 12.5% with effect from 1 January 2018, with a registration threshold of VT 4,000,000 of turnover; financial services are exempt, and a 5% turnover tax applies to certain financial businesses.^[8] A non-resident IC with no Vanuatu-source supplies generally has no VAT obligation. Also levied are a National Provident Fund social-security contribution where local staff are employed, and stamp duty on certain property transactions.^[8]

CRS, CARF, and Treaty Position

As a participating Common Reporting Standard (CRS) jurisdiction, Vanuatu signed the CRS multilateral agreement on 21 June 2018 and applied CRS through the Tax Administration Act No. 37 of 2018, exchanging information with more than 50 jurisdictions.^[6] A Vanuatu company is therefore not a route around automatic financial-account information exchange: 0% direct tax and full information exchange coexist.

Vanuatu has no meaningful double-tax treaty network, only tax-information-exchange agreements. The OECD Crypto-Asset Reporting Framework (CARF) has been adopted globally but has no confirmed Vanuatu implementation date as of June 2026.^[14]

Pillar Two

Vanuatu has not enacted domestic Pillar Two legislation. Multinational groups with consolidated revenue exceeding 750 million euros fall within the OECD Global Minimum Tax (GloBE), a threshold unlikely to affect standalone Vanuatu-domiciled companies; the exposure, where any exists, sits in the group’s home jurisdiction.^[8]

Banking

Banking is the hardest part of operating a Vanuatu company, and for crypto businesses it is harder still. Local Vanuatu banks are generally closed to non-resident-owned offshore companies and to crypto, and the domestic system has constrained US-dollar clearing. Driving that is not Vanuatu law but the EU Annex I tax listing and the EU anti-money-laundering listing, which default Western institutions to de-risking.^[12][15] The real constraint is not forming the company, which takes days, but opening an account that will hold and move funds.^[13]

Vanuatu’s correspondent-banking position is structurally fragile. The main domestic bank lost US-dollar correspondent banking when a large Australian correspondent closed its correspondent division, effective 31 March 2021, in a region-wide exit from the South Pacific, and a further blow followed when another Australian correspondent ceased facilitation, with transaction flows ending 30 September 2025.^[13] Continued pressure on these relationships has been documented by the International Monetary Fund, citing the economic-citizenship programme, the anti-money-laundering framework, and tax transparency. The World Bank records a 60% drop in Pacific correspondent banking relationships since 2011, double the global average.^[17] When a correspondent withdraws, downstream accounts are affected regardless of the client’s conduct.

In practice, operators do not bank a Vanuatu company at a Vanuatu bank. Workable stacks use regulated electronic money and payment institutions that onboard offshore companies, or specialist non-EU private and merchant banks that knowingly take offshore structures under enhanced due diligence, with payment institutions that accept virtual-asset flows. Commonly, and often better, the Vanuatu IC is placed as a holding vehicle beneath an operating entity elsewhere, for example in the EU or UK, which holds the bank relationship.

Onboarding takes four to eight weeks or more, multiple declines are common, and applicants should expect requests for certified documents, a business plan, processing history, and source-of-funds evidence.

Jagelski & Partners’ banking partner network spans more than 90 institutions across multiple jurisdictions, matched to the company’s activity, ownership, and risk profile rather than to a single provider. For a Vanuatu company, banking is the critical step that determines whether the structure is usable: see the banking service overview for how account opening is sequenced alongside incorporation, and why the EU-list reality makes pre-qualification essential before formation.

Annual Compliance

Annual compliance for a Vanuatu IC is unusually light: no annual return, no audit, and no routine financial filing. Just one obligation recurs, the USD 300 annual registration fee, alongside keeping accounting records and registers and disclosing beneficial ownership to the VFSC. Heavier obligations fall on a domestic company, including an annual return and audit above a threshold. Non-payment of the annual fee leads to penalties and, ultimately, strike-off.^[1][3][9]

Annual Fee and Accounting Records

The IC has no annual return; the recurring duty is the USD 300 annual registration fee, due by 30 June or the anniversary date.^[3] Accounting records, minutes, and statutory registers must be kept and produced in Vanuatu if the Registrar directs, but they are not filed routinely.^[1]

A domestic company is different: it files an annual return at VT 35,000 (~USD 300) and must be audited where turnover exceeds VT 20,000,000, so the choice of vehicle also sets the ongoing compliance burden.^[4]

Beneficial Ownership

Beneficial-ownership information must be disclosed to the VFSC, a requirement in force since 2024, and is held privately rather than on a public register; changes are notified through the registered agent.^[9] For local companies, a 2025 public notice extended UBO disclosure expectations. Competent authorities can reach the data, as can foreign tax administrations through CRS, so the practical position is confidential-but-reportable rather than secret.

Tax Filing

There is no corporate-income-tax return in Vanuatu because there is no corporate income tax. A company files VAT returns only where it is VAT-registered, by the 27th of the month after the period.^[8] Having no Vanuatu-source supplies, a non-resident IC therefore has no routine Vanuatu tax filing at all, which is part of the jurisdiction’s appeal, though the home-country tax obligations of the owners are unaffected.

Penalties and Strike-Off

For an IC, the late penalty on the overdue annual fee is USD 100, and restoration after strike-off costs USD 250 plus arrears; the Registrar strikes off companies for continued non-payment.^[3] A domestic company faces fines of VT 10,000 to 25,000 and is struck off if the annual return is more than six months overdue, with restoration at VT 60,000; on dissolution its assets pass to the Crown.^[4] Keeping the annual fee current is far cheaper than letting the company lapse.

Economic Substance (Pending, Not In Force)

Vanuatu is the standout offshore case on economic substance: as of June 2026 it has no in-force economic-substance regime. A Bill for a Resident Entity (Economic Substance) Act was tabled in Parliament’s 2024 Second Ordinary Session, but on the available evidence it has not been enacted.

Its text still carries a blank Act number and no assent or commencement date, its commencement clause depends on publication in the Gazette, and Vanuatu remains on the EU blacklist, all consistent with the reform being incomplete.^[10]

How Vanuatu Differs From the Major Substance Jurisdictions

Cayman, the British Virgin Islands and Bermuda each enacted economic-substance legislation in 2018, with annual declarations. Cayman and Bermuda are off the EU lists altogether, which lets their companies bank with less friction; the British Virgin Islands still sits on the milder Annex II and is FATF grey-listed, so its clearance is partial.^[10] Vanuatu took the opposite path: it has no in-force regime, so an IC carries no Vanuatu substance test and no annual substance return.

That is genuinely lighter, but it is also why a Vanuatu IC reads as higher-risk to a counterparty than a substance-cleared BVI or Cayman company.

If the Bill Is Enacted

If the Resident Entity (Economic Substance) Act is brought into force, the tabled text would cover nine relevant activities (banking, distribution, and service-centre, finance and leasing, fund management, headquarters, holding, insurance, intellectual property, and shipping) and require core income-generating activity, direction and management, and adequate employees, expenditure, and premises in Vanuatu, with a return within three months of year-end and penalties up to VT 100,000,000.^[10]

It contains no express virtual-asset trigger; virtual assets sit under the separate Virtual Assets Service Providers Act No. 3 of 2025. This is a watch item, not a current obligation.

Licensing Pathways from a Vanuatu Company

International Companies are holding or trading vehicles only; they do not authorise regulated activity. Crypto, forex, and securities require a separate VFSC licence, layered on top of the company. The usual ladder is to form the IC, add a Financial Dealers Licence, then add a virtual-assets licence class. This section is a pointer; the full method, capital, substance, and timeline detail lives on the paired Vanuatu crypto licensing guide.^[7]

Classes A to D of the Financial Dealers Licence, granted under the Dealers in Securities (Licensing) Act [CAP 70], cover forex, securities, commodities, and derivatives, with a security deposit of VT 5,000,000 (~USD 43K) and post-2019 local-presence and compliance requirements.^[16]

Virtual assets are licensed under the Virtual Assets Service Providers Act No. 3 of 2025, which defines five VASP classes, requires the Financial Dealers Licence as a prerequisite, and mandates a physical office, a resident director, and a chief technology officer.^[7]

Passporting into the EU is not available to a Vanuatu entity, and MiCA contains no third-country equivalence regime. MiCA Article 61 permits third-country firms to serve EU clients only when the client initiates contact on their own initiative, and the European Securities and Markets Authority interprets this restrictively, so any EU-targeted marketing, EU-language content or geo-targeted advertising voids the exemption. The realistic structure is a Vanuatu company and licence for non-EU markets, alongside a separate EU CASP entity if EU access is required. For full detail, see Reverse Solicitation Under MiCA →

Advantages and Limitations

Vanuatu offers fast, cheap, zero-tax offshore incorporation with no in-force substance regime and a light apostille-only document load, balanced against the EU Annex I blacklist and genuine banking difficulty. The honest trade-off is between entry efficiency and reputational and operational cost. Candour and correct 2026 data are where Vanuatu wins, not being the cheapest.

• ✓ Fast formation. Two to five business days; the certificate is usually issued 24 to 48 hours after document submission.
• ✓ Zero direct tax. No corporate, personal, capital gains or withholding tax; the only material tax is 15% VAT, which a non-resident IC usually does not trigger.
• ✓ Full foreign ownership. 100% non-resident ownership; a sole director may be the sole shareholder.
• ✓ No in-force substance regime. An IC files no Vanuatu substance return, unlike Cayman, the BVI, and Bermuda.
• ✓ Light document burden. Vanuatu is a Hague Apostille member since 1980, so incoming documents need only an apostille, not full legalisation.
• ✓ FATF-clear with a licensing ladder. Off the FATF lists since 2018, with a VFSC FDL and VASP route for operators that need a licence.
• × EU Annex I blacklist. Vanuatu is on the EU list of non-cooperative tax jurisdictions (17 February 2026) and the EU anti-money-laundering list, which banks weigh heavily. Mitigation: pre-qualify banking before incorporation, present a clean ownership and source-of-funds trail, and consider an EU or UK operating entity for the bank relationship.
• × Banking is difficult. Local banks decline crypto and non-resident offshore companies, and US-dollar correspondent access has eroded. Mitigation: use regulated tier-one EMIs and specialist banks that onboard offshore structures; treat the entity as a legal perimeter, not a banking guarantee.
• × No EU passporting. A Vanuatu company cannot serve the EU market on its own. Mitigation: operators targeting EU clients obtain a separate CASP authorisation in an EU member state, or, for isolated genuinely unsolicited contacts only, may fall within the narrow reverse solicitation exemption under MiCA Article 61.
• × Substance reform pending. A Resident Entity (Economic Substance) Bill was tabled in 2024 and could be enacted. Mitigation: monitor the Gazette, and structure so a future substance Act would not break the model.
• × Mandatory agent dependency. Only a licensed CTSP can file, and losing the agent risks strike-off. Mitigation: keep agent and registered-office fees current, and treat the USD 300 annual fee as a non-negotiable calendar item.
• × Home-country exposure. The absence of a Vanuatu substance test relocates risk to the owner’s home jurisdiction (CFC and place-of-effective-management rules). Mitigation: assess the home-country position against the actual activity before incorporation.

How Vanuatu Compares

Within its offshore cluster, Vanuatu sits in the cheapest, fastest tier on formation but is worst-in-class on EU listing among commonly-marketed peers. Among the peers, the British Virgin Islands carries the strongest institutional recognition and a mature VASP Act but higher fees and a 2025 FATF grey-listing; Panama offers territorial taxation but shares Vanuatu’s EU Annex I status; Seychelles is the closest cost-and-tax twin and, unlike Vanuatu, is off the EU lists entirely. Genuine edges for Vanuatu are its zero substance burden, apostille convenience, and the VFSC licensing ladder.

Compare every formation jurisdiction side by side →

On EU-list status as of June 2026, Vanuatu shares Annex I with Panama, while the British Virgin Islands sits on the milder Annex II and Seychelles is off the EU lists entirely.^[11][12] That EU-list gap is why Vanuatu’s banking is the most difficult of the four. None of the four grants EU market access. The deciding factors are reputation, cost, and EU-list status: BVI for institutional credibility, Panama for LatAm-facing holding, Seychelles for the cleanest EU-list standing at a comparable cost, and Vanuatu for the lowest substance burden and a zero-direct-tax base, accepted with eyes open about the Annex I listing.

When Vanuatu Is the Right Choice

Choose Vanuatu if: you need fast, low-cost, zero-tax offshore incorporation; you want no substance-filing burden; you are serving non-EU markets; you value the VFSC FDL and VASP licensing ladder; and you can solve banking through regulated EMIs or a paired operating entity rather than a local bank.

Consider alternatives if: you need institutional banking credibility (consider BVI); your structure is sensitive to EU tax-list status (consider Seychelles, off the EU lists); or you require EU market access (a Vanuatu company cannot provide it, and an EU member-state CASP is the route).

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Frequently Asked Questions

References