Vanuatu Company Formation Offshore

Want a company with no corporate tax, one owner, and a turnaround measured in days? Vanuatu has quietly offered exactly that since 1971. Its International Company sits under one clear statute, charges a flat government fee in US dollars, and asks nothing of you in annual accounts. You do not need to visit. You do not need a local partner. You do need a licensed agent and a real business purpose. This page walks you through every step, every fee, and every rule that still applies.

What Is a Vanuatu Offshore Company?

The entity almost everyone means is the International Company, or IC. The industry usually calls these International Business Companies. Under Vanuatu law, "IC" is the correct name.

It is created under the International Companies Act [CAP. 222], which began as Act No. 32 of 1992 and commenced on 18 May 1993. Eleven amending Acts have followed, the most recent being Act No. 5 of 2019. The governing text today is the Consolidated Edition 2026, published by the Vanuatu Financial Services Commission.

A few things make this type of company unusual:

• It is built to trade abroad, not at home
• It can be owned and run by one person, of any nationality
• It files no accounts and no annual return with the registry
• Its government fees are fixed, and quoted in US dollars

Every IC is a company limited by shares, limited by guarantee, or limited by both (section 2). Most people choose shares. Vanuatu company law follows English common law, so the concepts will feel familiar.

The registry has handled offshore companies since 1971. Vanuatu legislation also covers foundations, protected cell companies, offshore limited partnerships and a well-known Security Dealers Licence. For the wider economic picture, read our guide to the islands as a tax haven.

Why Choose These Islands?

Most people come for one of three things: the tax position, the speed, or the privacy. Here is what each actually means.

Tax

Part 14 of the Act is headed "Exemptions" and holds a single section — section 118, "Exemptions from certain taxes, duties and exchange control restrictions" — in the Consolidated Edition 2026. An IC is exempt from stamp duty, from exchange controls, and from tax on profits, capital gains and distributions, for 20 years from registration. That covers corporate tax, capital gains tax, withholding tax and inheritance tax. Vanuatu levies no corporate income tax on any company in any event, so read section 118 as a statutory guarantee rather than a countdown.

Companies incorporated in Vanuatu under this Act face no exchange controls, so money moves in and out freely. There is no tax return to file.

One caution worth stating plainly. Zero tax here does not mean zero tax at home. Your own country's rules on controlled foreign companies still apply.

Speed and Simplicity

Business setup is deliberately light. Registering an international business company in Vanuatu takes days, not weeks. The Act sets no statutory deadline for registration — section 5 simply requires the Commission to register the constitution and issue a sealed certificate once it is satisfied the requirements have been met. In practice we complete most formations in two to three business days after name approval and due diligence are done; allow up to five if documents come back slowly.

• No minimum share capital
• No company secretary required
• No requirement to hold meetings — and if you do, hold them anywhere, by phone or video (sections 42 and 53)
• Share capital in any currency
• Company name in any language, subject to approval
• Migration of domicile permitted in both directions (Part 11)

Privacy — and Its Real Limits

This is where most websites overstate things, so here is the honest version.

The registry does not publish the names of your company directors and shareholders. Nominee services are available and lawful. But your constitution, registered office in Vanuatu and agent are on the public record by law — section 5(2A) requires the Commission to make the registered constitution available to the public.

Beneficial ownership is not published either — but it is recorded, and the obligation is real. Section 58A requires your company to keep current records of its beneficial owners and of the nominators behind any nominee shareholders or directors. Section 35 requires your registered agent in Vanuatu to hold those same details plus your Register of Members, keep them current within 14 days of any change, and retain them for six years after ceasing to act. Under section 35A the Commission can demand them in writing, with fines of up to VT 75 million for a corporate agent that refuses.

So: private from the public and from competitors, yes. Anonymous from the regulator, no.

Top Uses

• International trading
• International holding company
• Intellectual property and royalty holding
• Investment and portfolio structures
• Asset protection structures
• Consulting and professional services delivered abroad

Key Corporate Features

Fees sourced from the VFSC fees and penalties schedule; statutory references from the Consolidated Edition 2026 of CAP. 222.

How to Register: Step by Step

Six steps stand between you and a certificate. None of them require a flight.

1. Choose and reserve a name. Submit three choices. Under section 4 your name must end in Corporation or Corp, Incorporated or Inc, Limited or Ltd, Sendirian Berhad or Sdn Bhd, Société à Responsabilité Limitée or SARL, Besloten Vennootschap or B.V., or Gesellschaft mit beschränkter Haftung or GmbH. It cannot be identical or confusingly similar to a name registered at any time in the previous 20 years, suggest a link to the Vanuatu government, or be one the Commission considers undesirable. Approved names are reserved for six months, extendable for further six-month periods.

2. Appoint your director and shareholder. One of each is enough, and one person can be both. Neither has to be resident in Vanuatu. Both can be companies rather than people — section 36 expressly allows bodies corporate as directors. Nominees are permitted, but their nominators must be disclosed on filing.

3. Prepare the constitution. This replaces the memorandum and articles you may know from elsewhere. It states the name, the registered office, the agent, the purposes, whether the company is limited by shares or guarantee, the first directors, and — if you elect it — the long-term registration period. Each incorporator signs it. Note that the registered constitution becomes a public document.

4. Pass due diligence. Expect certified passport copies, proof of address under three months old, a short description of your business activity, and evidence of source of funds. Your agent files the nominators behind any nominee shareholders or directors.

5. File and pay. Your CTSP-licensed agent lodges everything with the Vanuatu Financial Services Commission together with the US$150 fee. Once satisfied, the Registrar enters your constitution in the Register of International Companies and issues a sealed certificate confirming the company is incorporated with limited liability.

6. Arrange banking. Pre-approval with the banks of Vanuatu can be arranged, though most clients open an offshore bank account elsewhere. Wherever you go, expect questions about your documents, your owners and your money flows.

What You Must Keep Afterwards

Light-touch is not the same as no-touch. Every company must:

• Keep a registered office and a licensed agent locally at all times
• Keep accounts and records showing its current financial position
• Keep a Register of Members and a register of directors
• Keep current beneficial ownership and nominator records
• Notify the Commission within 14 days of a change of registered office or agent
• Pay the annual fee on time

You file financial statements with nobody. But under section 128C the Commission may require up-to-date audited financial statements if it asks — so keep clean books.

One quirk worth knowing: under section 25(4)–(5), a company cannot transfer its registered shares while it or its beneficial owner owns real property in Vanuatu, unless 4% of the registered share value is paid to the Commission first.

What Does Vanuatu Company Incorporation Cost?

Two numbers matter: what the government charges, and what a provider charges on top. Government incorporation fees and renewals are fixed and published by the regulator. Vanuatu companies pay them in US dollars.

Source: VFSC International Companies fee schedule. The annual fee falls due between 30 June and your registration anniversary.

Long-Term Registration

Section 6A lets you register for five, ten or twenty years instead of renewing annually. Note that the long-term option carries two separate charges, not one — a registration fee and a higher annual registration fee. Many published summaries quote only the first and understate the true cost.

Our Package

The total first-year cost of setting up a company in Vanuatu through Offshore Protection is US$1,900, covering the government registration fee, registered office, registered agent services and your full document set.

Renewal is far cheaper than year one. Budget the US$300 government fee plus your agent's ongoing charges.

Offshore Business Activities in Vanuatu

Forming a company is only part of what the country sells. It also licenses a wider range of financial services, and each has its own regulator and its own fees and charges. License fees vary widely by activity.

• International banking. An international bank is licensed under the International Banking Act No. 4 of 2002 [CAP. 280] and supervised by the Reserve Bank of Vanuatu. A locally incorporated licensee must hold paid-up capital of at least US$500,000 (sections 8 and 21), occupy approved premises staffed full time in Vanuatu (section 20), appoint at least two directors with one resident locally (section 24), and be audited every year (section 34). That is a physical presence in Vanuatu in the literal sense, not a mailbox. See our guide to the international banking licence.
• Insurance and captives. Licensed under the Insurance Act No. 54 of 2005, with a licensed local manager required.
• Trust and company management. Reserved to companies licensed under the Company and Trust Services Providers Act No. 8 of 2010.
• Ship management. Vanuatu has run an open shipping registry since the 1980s, and a vessel can be registered by a Vanuatu corporation. The VFSC now publishes separate compliance obligations for International Companies engaged in shipping.
• Interactive gaming. Licensed separately under the Vanuatu Interactive Gaming Act [CAP. 261], which makes the Director of Customs and Inland Revenue the Regulator — not the VFSC. Applications run through the Vanuatu Gaming Authority, whose published requirements call for a locally registered Vanuatu company rather than an International Company.
• Virtual assets. A newer regime, under the Virtual Assets Service Providers Act No. 3 of 2025, administered by the VFSC.

None of these are automatic. You cannot offer banking, insurance or finance in Vanuatu without the right licence and, where the work touches the domestic economy, a business license too.

What Your Company Cannot Do

The trade-off for zero tax is a hard line around domestic trade. Under section 10 of the Act, an IC must not:

• Carry on business within Vanuatu
• Own an interest in immovable property locally, beyond leasing premises for its international work
• Carry on banking business under the Financial Institutions Act [CAP. 254] or the International Banking Act [CAP. 280] without a licence
• Carry on trust or company management business without a CTSP licence, or insurance business without an Insurance Act licence
• Invite the public to buy its shares or debentures, or to deposit money with or lend money to it
• Ever have fewer than one member

Note what is not on that list. Section 10(2) confirms that a company incorporated under the Act is not treated as trading at home merely because it holds shares in other companies, keeps its records locally, holds meetings there, leases an office, buys professional services from local lawyers and accountants, or — since the e-commerce amendments — offers goods and services electronically from Vanuatu or uses a Vanuatu domain address.

How Is Vanuatu Company Formation Changing in 2026?

The short answer: the structure is unchanged, but the reputation around it is under pressure.

The stat. On 17 February 2026, the Council of the European Union updated its list of non-cooperative jurisdictions for tax purposes and kept Vanuatu on Annex I, where it has sat since 2019. The same update added the Turks and Caicos Islands and Viet Nam, and removed Fiji, Samoa and Trinidad and Tobago — leaving ten territories on the list, down from eleven. The next review is due in October 2026. Source: Council of the EU press release, 17 February 2026.

What 25 years of formation work tells us. Listings like this rarely change the law. They change the paperwork. In our experience the EU listing shows up not at the registry but at the bank: longer onboarding, more questions about substance, and correspondent banks that quietly decline. Local reform has gone the other way — bearer shares gone, beneficial ownership recorded, agents licensed and inspected, and a growing stack of VFSC guidelines on UBO risk, sanctions and information exchange published through 2026. The gap between what the statute now requires and what people still assume is the single biggest source of client surprise we see.

A hedged prediction. If the pattern of the last three EU reviews holds, the route off Annex I runs through exchange-of-information ratings rather than through changing a tax rate. We would not expect movement at the October 2026 review, and we would expect banking friction, not registry friction, to remain the practical constraint. That said, listings have shifted quickly for other Pacific states — Fiji and Samoa both came off in February — so treat this as a trend, not a forecast.

Is It Still the Right Fit?

It fits well if you trade internationally, want one owner and low fixed costs, and can bank somewhere credible. It fits badly if you need treaty access, a European banking relationship, or a flag your counterparties will not question.

If you are looking to establish an offshore company and are weighing options, compare it against the alternatives in our list of offshore structures.

Vanuatu Offshore Company Formation From Offshore Protection

Our formation package includes:

1. Government registration fee, first year
2. Registered office address, first year
3. Registered agent services, first year
4. Company secretarial maintenance
5. Certificate of incorporation
6. Company constitution
7. Minutes of the first meeting of incorporators
8. Share certificates and Register of Members
9. Free phone and email consultations

Join thousands of clients who have used Offshore Protection for more than 25 years. Every offshore company registration we handle comes with free access to our lawyers for day-to-day management questions.

Frequently Asked Questions

Getting Started

A Vanuatu incorporation gives you a zero-tax entity with one director, one shareholder, no filed accounts and fixed annual fees — under a statute that has been modernised rather than left to drift. The trade-off is a hard line around domestic trade and a flag you will need to explain to your bank. Get both right and it works well. Talk to us and we will tell you honestly whether it fits.