Vanuatu Company Registration | Set Up an International Company in Vanuatu
Planning Vanuatu company registration, or want to set up a Vanuatu offshore company? The most common offshore entity in Vanuatu is the international company formed under the International Companies Act (CAP. 222). It must be registered with the Vanuatu Financial Services Commission (VFSC) through a licensed local registered agent. Shareholders and directors can be foreigners, a director can be a company, and 1 director is the minimum.
Under the VFSC fee schedule, the incorporation fee for an international company is US$150 and the annual fee is US$300. An international company and its shareholders are not taxed in Vanuatu on income, profits or capital gains. In return, the company cannot do business inside Vanuatu, bearer shares are prohibited, the registered agent must hold beneficial ownership information, and the VFSC can require audited financial statements. NSS Group (戰國策集團) offers a one-stop Vanuatu company registration service, from structure assessment and working with a registered agent to document preparation, bank account opening and annual maintenance, so you can set up a compliant Vanuatu company.
Under section 118 of the International Companies Act, an international company and its shareholders are not taxed on the company’s income, profits, capital gains or distributions.
The VFSC publishes an incorporation fee of US$150 and an annual fee of US$300 for international companies, with long-term registration options of 5, 10 and 20 years.
At least 1 director. The company can be limited by shares, limited by guarantee or both. A Chinese name is allowed with a certified English or French translation.
Bearer shares are prohibited, and the registered agent must hold beneficial ownership information and update it within 14 days of any change.
in Vanuatu?
The features of a Vanuatu international company come from the International Companies Act (CAP. 222). Under section 118, an international company that does not do business in Vanuatu pays no business license fee, the company and its shareholders are not taxed on income, profits, capital gains or distributions, shares and debts are free of estate and gift tax, and related transactions are exempt from stamp duty. The trade-off is that, under section 10, it cannot do business inside Vanuatu or hold local real estate (other than office premises).
On transparency, Vanuatu has amended the law to prohibit bearer shares (section 16A). Companies must keep records of beneficial owners and of the persons who appoint nominee shareholders and nominee directors (section 58A), the registered agent must obtain this information and update it within 14 days (section 35), and the VFSC can require beneficial ownership information and audited financial statements under sections 35A and 128C. The old claim that shareholder and director details are fully confidential and no financial records are needed no longer applies.
Vanuatu company registration must be filed with the VFSC through a licensed local registered agent. The setup time depends on the name check, KYC documents and the VFSC’s review. NSS Group connects you with a Vanuatu registered agent, prepares the shareholder, director and beneficial owner documents, and plans the annual fee, bookkeeping records and beneficial ownership updates after setup, so your Vanuatu offshore company stays clear and compliant from formation to annual maintenance.
Under section 35 of the International Companies Act, a company must have a licensed registered agent in Vanuatu at all times, and the articles must state the first registered agent and the registered office address (section 3).
The registered agent checks the name with the VFSC, and the name reservation fee is US$25. The name must include a word such as Limited or Corporation, or another word in a language the VFSC accepts. A name in non-Roman characters such as Chinese needs a certified English or French translation and prior approval (section 4).
Provide passports and proof of address for directors, shareholders and beneficial owners, plus a description of the business and the source of funds. An international company needs at least 1 director (section 38), and the registered agent must obtain information on beneficial owners and on the persons who appoint nominee shareholders and nominee directors (section 35).
An international company can be limited by shares, limited by guarantee or both (section 2), and cannot issue bearer shares (section 16A). The articles set out share classes and governance rules as needed.
The registered agent files the articles with the VFSC and pays the US$150 incorporation fee, and the certificate of incorporation is issued after approval. After that, the US$300 annual fee is due every year. If it is still unpaid 30 days after it is due, the VFSC sends a notice and strikes the company off 14 days later (section 113).
service
- Company name search and reservation
- Preparation and filing of registration documents
- Drafting of governing documents
- Collection of the registration certificate
- Bank and account options for offshore companies
- Account opening document preparation
- Appointment booking and accompaniment
- Post-opening support
- Registered address
- Company secretary appointment
- Annual filing services
- Document custody and management
- Bookkeeping
- Tax filing and planning
- Financial statement preparation
- Audit arrangement
- Trademark search and assessment
- Trademark application filing
- Trademark maintenance and renewal
- Infringement protection advice
- Company change filings
- Share transfer support
- Company deregistration
- Legal advisory support
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Good customer service is key to a successful business. We include a free AI customer service system that answers customer questions in real time and raises customer satisfaction.
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- Structure assessment and name check
- Connection with a licensed Vanuatu registered agent
- Drafting of the articles and share planning
- KYC and beneficial ownership documents, and the incorporation application
- First-year registered agent and registered office
The official VFSC incorporation fee for an international company is US$150 and the annual fee is US$300. Registered agent and advisory fees are quoted by structure and service scope. See the fee breakdown below. There are no hidden fees.
Vanuatu company formation cost: fee breakdown
The total cost of setting up a Vanuatu company is made up of the official fees of the Vanuatu Financial Services Commission (VFSC), the registered agent's service fee and ongoing annual maintenance. Below are the VFSC's published fees for international companies, so you can check each line when you compare Vanuatu offshore company quotes.
| Item | Fee | Notes |
|---|---|---|
| International company incorporation fee | US$150 (one-time) | Paid to the VFSC under its international company fee schedule. |
| Annual fee (annual registration fee) | US$300 per year | The VFSC states the annual fee period as "from 30th June to Anniversary date of incorporation". The actual due date follows the registered agent's notice. |
| Late penalty | US$100 | Payable if the annual fee is not paid by the due date. If it is unpaid 30 days after it is due, the VFSC sends a notice, and if it is still unpaid 14 days later the company is struck off (section 113). |
| Restoration after striking off | US$250 | Under the VFSC fee schedule. |
| Long-term registration | 5 years US$675 / 10 years US$1,200 / 20 years US$2,000 | With long-term registration, the annual registration fee is US$1,000 for 5 years, US$1,500 for 10 years and US$2,500 for 20 years (under the VFSC fee schedule). |
| Name reservation | US$25 | Filed with the VFSC by the registered agent. |
| Certificate of good standing | US$25 | Often required for bank account opening or cross-border transactions. |
| Registered agent and registered office | Quoted by service | Under section 35 of the International Companies Act, a company must have a licensed registered agent in Vanuatu at all times. This is a fixed yearly maintenance item. |
| NSS Group advisory fee | Written quote after a free assessment | Based on the shareholder structure, number of directors, whether you need bank account opening, and home-country tax planning. Every item is listed in the quote, with no hidden fees. |
Official fees are taken from the VFSC "Fees, Help & Support" international company fee schedule. The latest VFSC notice prevails.
Vanuatu company tax and compliance: tax exempt does not mean no filing
A Vanuatu international company has a statutory local tax exemption, but it cannot do business inside Vanuatu, and it must keep accounts and beneficial ownership information. Shareholders should also check their home country's controlled foreign company (CFC) rules.
| Item | Rule | Notes |
|---|---|---|
| Income, profits and capital gains | Not taxed | Under section 118 of the International Companies Act, an international company and its shareholders are not taxed on the company's income, profits, capital gains or distributions. Shares and debts are free of estate and gift tax, and related transactions are exempt from stamp duty. |
| Scope of business | No business inside Vanuatu | Under section 10, an international company cannot do business inside Vanuatu or hold local real estate (other than office premises). Regulated activities such as banking, insurance and trusts need a separate license. |
| Value added tax (VAT) | 15% | The Vanuatu Customs and Inland Revenue Department states that VAT rose from 12.5% to 15% from January 1, 2018, applying to local taxable supplies. An international company that does not do business locally is usually not affected. |
| Accounting records | Must be kept | Under section 63, a company must keep accounts and records that reflect its financial position, minutes of director and shareholder meetings, and a register of directors. Under section 128C, the VFSC can require the company to provide its latest audited accounts and financial statements. |
| Beneficial owners | Held by the registered agent | Under sections 35, 35A and 58A, a company must keep records of beneficial owners and of the persons who appoint nominee shareholders and nominee directors. The registered agent must update them within 14 days of any change, and the VFSC can require them. |
| Bearer shares | Prohibited | Under section 16A, a company cannot issue bearer shares or bearer share warrants. |
| Economic substance | As announced by the authority | The VFSC legislation page does not list a specific economic substance law for international companies. Have the registered agent confirm the latest rules for your case. |
| Home-country CFC rules | May apply to shareholders | A Vanuatu international company is tax exempt locally. If it is directly or indirectly controlled by a company or individual in a country with controlled foreign company rules, its profits may have to be included in that shareholder's home-country income. |
Tax and filing rules are based on Vanuatu's International Companies Act CAP. 222 (2026 consolidated edition) and government notices. Have an accountant assess how the rules apply to your actual structure.
Vanuatu international company, local company, Samoa or BVI: which one?
A Vanuatu offshore company is often compared with a Vanuatu local company and other offshore companies. The table compares four common structures on a few key points.
| Item | Vanuatu international company | Vanuatu local company | Samoa international company | BVI business company (BC) |
|---|---|---|---|---|
| Legal basis | International Companies Act CAP. 222 | Companies Act No. 25 of 2012 | International Companies Act 1988 | BVI Business Companies Act |
| Regulator | VFSC | VFSC | Samoa International Finance Authority (SIFA) | BVI Financial Services Commission (FSC) |
| Local business allowed | No | Yes | Tax exemption does not apply to income from local business | Yes, subject to local rules |
| Official incorporation fee | US$150 | VT35,000 | US$300 | From US$450 |
| Official annual fee / annual return fee | US$300 | Annual return VT35,000 | US$300 | From US$450 |
| Directors | At least 1 | At least 1 | At least 1 | At least 1 |
Vanuatu figures are taken from the VFSC fee schedule; Samoa and BVI figures are taken from each regulator's published notices. Choose based on your shareholders' background, payment regions and tax planning.
What foreign founders should know about setting up a Vanuatu offshore company
- Old claims are out of date: the common online claim that a Vanuatu company files nothing, keeps shareholders and directors fully confidential and can be set up in 1 to 2 days no longer applies. Current law prohibits bearer shares, the registered agent must hold beneficial ownership information, and the VFSC can require audited financial statements.
- Foreigners can own 100%: an international company needs only 1 director (section 38), shareholders and directors can be foreigners, and a director can be a company.
- A licensed registered agent is required: under section 35, a company must have a licensed registered agent in Vanuatu at all times, and the agent handles the incorporation, annual fees and beneficial ownership information.
- Non-Roman names need a translation: under section 4, a name in non-Roman characters needs a certified English or French translation and prior VFSC approval.
- Bank account opening is the biggest hurdle: international banks run strict KYC reviews on offshore companies. Prepare a business description, contracts or invoices, source of funds and beneficial owner documents, and plan where to open the account before you set up the company.
- Home-country tax: if you or your company directly or indirectly control a company in a low-tax jurisdiction, check your home country's controlled foreign company (CFC) rules to see whether its profits must be included in your income.
Further reading
Sources: VFSC fee schedule (international companies, local companies); Vanuatu International Companies Act CAP. 222, Consolidated Edition 2026 (sections 2, 4, 10, 16A, 35, 35A, 38, 58A, 63, 113, 118, 128C); VFSC: company and entity types; Vanuatu Customs and Inland Revenue Department: VAT rate change notice. The latest official notices prevail. This page is general information, not legal or tax advice.
How long does it take to set up a company in Vanuatu?
The time to set up a Vanuatu company depends on the name check, KYC and beneficial owner documents, preparation of the articles and the VFSC’s review. Once the documents are complete, the registered agent files the application. Regulated activities such as banking, insurance and trusts need a separate license, which takes longer. Before we start, we give you the actual process and timeline for your structure.
What documents do I need to set up a company in Vanuatu?
To set up a Vanuatu company, you usually need to prepare the following:
- 1. Identity documents for shareholders, directors and ultimate beneficial owners
- 2. Proof of address from the last three months and contact details
- 3. Vanuatu company name, company type and registered address arrangements
- 4. A description of the business model, main trading regions and source of funds
- 5. Shareholding percentages, director appointments, KYC and required authorization documents
Do I need to go to Vanuatu in person to set up a company?
Most of the Vanuatu company formation process can be completed remotely through document preparation, signing under authorization and support from a local agent, so you do not have to be there in person. However, bank account opening, identity checks, special licenses or certain government procedures may require directors, shareholders or authorized persons to attend in person, join a video call or provide extra documents. We confirm these requirements in advance and help you arrange them.
What tax and filing obligations does a Vanuatu company have?
- 1. A Vanuatu international company is by law not taxed on income, profits or capital gains, but it cannot do business locally; shareholders should check their home country's controlled foreign company (CFC) rules
- 2. Annual filings, company registration upkeep, registered agent or secretarial services
- 3. Accounting records, audit, and economic substance or beneficial ownership maintenance
For Vanuatu, key ongoing items include the US$300 annual fee, renewing the registered agent, keeping accounting records, updating beneficial ownership information and checking home-country CFC rules. We can plan bookkeeping, filings and an annual maintenance schedule around your business model.
Which businesses or structures suit a Vanuatu company?
Who can help me register a company in Vanuatu?
NSS Group (go.ai.com.tw) can help. We provide one-stop support from pre-formation assessment to post-formation maintenance for Vanuatu companies, reducing uncertainty in cross-border setup and compliance.
Our main services include:
- 1. Vanuatu company type and structure assessment
- 2. Company name search, document preparation and registration filing
- 3. Bank account opening, KYC and cross-border payment documents
- 4. Bookkeeping, tax filing and annual compliance
- 5. Changes to shareholders, directors, address, shares and company details
- 6. Trademark registration, contract review and intellectual property planning
- 7. Website build, digital marketing and AI customer service setup
- 8. Ongoing business advisory and cross-border business support
Based on your industry, customer locations, banking needs and tax planning, we arrange Vanuatu company formation, maintenance and ongoing operational support, so you can focus on growing your market.