Incorporate a Company in Vanuatu: Administrative Procedures Explained

Published on September 30, 2025 and written by Cyril Jarnias

Vanuatu, a paradisiacal archipelago in the South Pacific, is increasingly attracting international entrepreneurs due to its favorable tax regime and simplified business formation procedures. If you’re considering embarking on an entrepreneurial venture in this small island nation, here is a detailed guide to the administrative steps required to establish your company in Vanuatu.

Vanuatu, an Attractive Tax Haven for Entrepreneurs

Before diving into practical aspects, it’s important to understand what makes Vanuatu so appealing to foreign investors. The country stands out for its particularly favorable tax system, with a complete absence of corporate, income, capital gains, and inheritance taxes. This advantageous tax policy, combined with flexible business creation regulations, makes it a prime destination for entrepreneurs seeking to optimize their tax structure.

Furthermore, Vanuatu offers appreciable political and economic stability, along with a legal framework inspired by Anglo-Saxon law, which is reassuring for international investors. The local currency, the vatu, is freely convertible, thus facilitating international transactions.

However, it’s crucial to note that since 2020, the Vanuatu government has strengthened its requirements regarding physical presence and economic substance for offshore companies. These changes aim to improve the country’s reputation and remove it from the Financial Action Task Force’s (FATF) grey list.

Main Legal Structures Available in Vanuatu

Before starting administrative procedures, you need to choose the legal structure most suitable for your project. In Vanuatu, several options are available to you:

• Limited Liability Company (LLC)
• International Company (IC)
• Exempt Company
• Trust
• Foundation

The structure most commonly used by foreign investors is the International Company (IC). It offers great flexibility and benefits from complete tax exemption, provided it doesn’t conduct business activities within Vanuatu itself.

The Limited Liability Company (LLC) is more suitable if you plan to have local operations. It offers protection of shareholders’ personal assets and can be formed with a single shareholder.

The choice of structure will depend on your objectives, the nature of your activity, and your overall tax strategy. It’s highly recommended to consult a Vanuatu corporate law expert to guide you in this crucial decision.

Key Steps to Create Your Company in Vanuatu

Creating a company in Vanuatu involves several administrative steps. Although the process is relatively simple compared to other jurisdictions, it’s important to carefully follow each step to avoid any delays or complications.

1. Company Name Reservation

The first step is to reserve your future company name with the Vanuatu Companies Registry (Vanuatu Financial Services Commission or VFSC). You must propose at least three names in order of preference. The VFSC will check name availability and compliance with local regulations. The chosen name must be unique and not cause confusion with existing companies.

2. Preparation and Submission of Incorporation Documents

Once the name is approved, you need to prepare and submit your company’s incorporation documents. These documents typically include:

• Articles of Association
• Memorandum of Association
• Beneficial Owner Declaration Form
• Company Directors and Secretary Appointment Form

These documents must be written in English and comply with Vanuatu legislation. It’s strongly recommended to engage a local lawyer or specialized service provider to ensure their compliance.

3. Bank Account Opening

Although not a legal requirement, opening a bank account in Vanuatu is highly recommended to facilitate your financial operations. The main banks operating in Vanuatu are the National Bank of Vanuatu and ANZ Bank. The account opening process can take several weeks and usually requires an in-person visit.

4. Registration with Tax Authorities

Even though Vanuatu doesn’t tax companies, you must register with the Department of Customs and Inland Revenue. This registration is necessary to obtain a tax identification number, which will be used for various administrative formalities.

5. Obtaining Necessary Licenses and Permits

Depending on the nature of your activity, you may need to obtain specific licenses or permits. For example, companies operating in financial, gaming, or tourism sectors are subject to particular regulations and must obtain additional authorizations.

Required Documents Based on Legal Structure

The documents required to create your company in Vanuatu vary slightly depending on the chosen legal structure. Here’s an overview of the main documents required for the most common structures:

For an International Company (IC)

• Company Name Reservation Form
• Company Memorandum and Articles
• Declaration of Compliance signed by a local lawyer or licensed agent
• Directors and Secretary Appointment Form
• Beneficial Owner Declaration
• Certified copy of passports for directors, shareholders, and beneficial owners
• Recent proof of address for each involved person
• Detailed CV of directors and beneficial owners
• Bank references

For a Limited Liability Company (LLC)

• All documents required for an IC
• Detailed business plan
• Proof of company’s physical address in Vanuatu
• Lease agreement or property title for company premises
• Letter of intent from a local banking institution for account opening

It’s important to note that all documents must be provided in English or accompanied by a certified translation. Additionally, some documents will need to be legalized or apostilled, depending on your country of origin.

Costs Associated with Creating a Company in Vanuatu

Creating a company in Vanuatu involves several fees that are important to consider in your budget:

• Name reservation fee: approximately $20 USD
• Registration fee: approximately $300 USD for an IC, $150 USD for an LLC
• Annual maintenance fees: approximately $300 USD per year
• Local agent fees: between $500 and $1000 USD per year
• Bank account opening fees: vary by bank, typically between $500 and $1000 USD

You should also plan for minimum share capital, which varies by company type. For an IC, there’s no minimum capital requirement, while for an LLC, the minimum capital is typically set at $1000 USD.

These costs may seem high at first glance, but they remain competitive compared to other offshore jurisdictions. Additionally, the absence of corporate taxation allows for quick recoupment of this initial investment.

Challenges and Important Considerations

Despite the numerous advantages offered by Vanuatu, there are certain challenges and considerations to keep in mind before embarking:

Economic Substance Requirements

Since 2020, Vanuatu has strengthened its economic substance requirements for offshore companies. This means your company must demonstrate real presence and substantial activity in Vanuatu. This may involve the need to have local employees, physical offices, and effective management on site.

International Reputation

Although Vanuatu has made considerable efforts to improve its reputation, it’s still sometimes perceived as a tax haven. This may have implications for your relationships with certain business partners or international financial institutions.

Limited Banking Infrastructure

The banking sector in Vanuatu is relatively restricted, which can sometimes complicate international financial operations. It’s crucial to carefully choose your bank and fully understand the services it can offer.

Geographical Distance

Vanuatu’s geographical location, while idyllic, can pose logistical challenges for entrepreneurs based in Europe or America. Travel for administrative formalities or business management can prove costly and time-consuming.

Conclusion: Vanuatu, an Opportunity to Seize with Caution

Creating a company in Vanuatu can be an excellent strategy for international entrepreneurs seeking to optimize their tax structure and benefit from a favorable regulatory environment. The administrative procedures, while requiring particular attention, remain relatively simple compared to other jurisdictions.

However, it’s crucial to approach this project with a clear understanding of local requirements, particularly regarding economic substance and regulatory compliance. Careful planning and assistance from experienced local professionals are essential to successfully navigate this unique environment.

Vanuatu offers exciting opportunities, but as with any international investment, it’s important to carefully weigh the potential benefits and challenges. With proper preparation and the right advice, creating a company in Vanuatu can be the springboard to successful international expansion of your business.