Vanuatu company formation for non-residents

Who a Vanuatu company suits

A Vanuatu international company suits holding and investment structures with a clear purpose and no EU counterparties. It is small to run: one director, one shareholder and a local agent.

It is a harder fit if you need a mainstream bank account, sell to EU customers or receive payments from EU companies. The EU listing makes those relationships slower and sometimes impossible. For those cases we usually suggest Hong Kong, Singapore or another offshore option, and compare them with you before you pay.

Before choosing Vanuatu, list who will pay the company and who it will pay. If any of them are in the EU, or bank with EU institutions, speak to us first.

What a Vanuatu international company is

An international company is formed under the International Companies Act [Cap 222] and registered with the Vanuatu Financial Services Commission (VFSC).

Every international company acts through a registered agent licensed under the Company and Trust Services Providers Act 2010. The agent provides the registered office in Vanuatu, keeps key records and deals with the VFSC.

One director and one shareholder are enough, and they can be the same person, of any nationality. Vanuatu's legal system mixes English common law and French civil law, reflecting its history, but company law follows the common-law model.

• Certificate of incorporation from the VFSC.
• Constitution (memorandum and articles).
• Registers of directors and members, kept with the agent.
• Share certificates in registered form.

How the setup works

Formation is remote. You choose a name, complete KYC in our client portal and sign a beneficial owner declaration. The licensed agent then carries out its own due diligence and files with the VFSC.

Allow 7–10 business days after KYC approval. The VFSC has published new guidance on legal persons and beneficial ownership risk in 2026, so agents ask more questions than they did a few years ago. A complete file on day one is the fastest route.

From you we need a passport and proof of address for each director, shareholder and beneficial owner, a short description of the business and a source-of-funds statement. We prepare the beneficial owner declaration and the constitution for signature.

• Day 0: order placed and name checked.
• Day 1–3: KYC approved and beneficial owner declaration signed.
• Day 7–10: company registered with the VFSC.
• Then: certificate, constitution, registers and share certificates in your portal.

Tax: what a Vanuatu company pays

Vanuatu does not levy corporate income tax, capital gains tax or withholding tax, according to the Vanuatu Foreign Investment Promotion Agency. The state relies on indirect taxes instead: VAT at 15%, import duties and stamp duty of up to 1% on some transactions, including share transfers.

An international company doing business outside Vanuatu pays its annual VFSC fee rather than a tax on profits. That does not settle your position at home. Many countries tax foreign companies controlled by their residents, or treat a company managed from their territory as resident, so we ask about your residency before you pay.

VAT at 15% applies to taxable supplies made in Vanuatu. An international company that trades only outside Vanuatu does not normally register for VAT.

EU list status and what it means

Vanuatu is on the EU list of non-cooperative jurisdictions for tax purposes. The list was confirmed on 17 February 2026 and is due for review in October 2026. Vanuatu is also on the EU list of high-risk third countries for anti-money laundering (Delegated Regulation (EU) 2016/1675, version in force from 29 January 2026), so EU banks must apply enhanced due diligence. Vanuatu is not on the FATF list of jurisdictions under increased monitoring.

EU member states apply defensive measures to listed jurisdictions. These can include extra checks, withholding tax or denial of deductions on payments to a Vanuatu company, depending on the country. EU-based banks may also decline Vanuatu companies.

We tell you which banks and counterparties are likely to be affected before you pay. If your plans involve the EU, we will usually suggest another jurisdiction.

Outside the EU, most counterparties treat a Vanuatu company like other offshore companies. They still ask for ownership, activity and source-of-funds documents, so keep a clean file ready: certificate, constitution, register of directors and a recent certificate of good standing.

The EU reviews the list twice a year, and jurisdictions do leave it after reforms. Samoa, for example, was removed in February 2026. We update this page after each review, and tell existing clients if Vanuatu's status changes.

Annual duties, records and privacy

Each international company pays an annual registration fee of US$300 to the VFSC. Late payment adds a US$100 penalty, and persistent non-payment can lead to strike-off. Your renewal price covers the fee and the registered agent.

Beneficial owner details are held by the company and its licensed agent, which must update them within 14 days of a change. The VFSC can require them, and they are not published. The VFSC runs an online entity and role search, so some company details are visible; we confirm what will show for your company before you pay. Changes of owners or officers must be reported.

International companies do not file annual accounts or an audit with the VFSC. The company must keep accounting records that explain its transactions, and under section 128C of the Act the VFSC can require up-to-date audited accounts by written notice.

We send reminders ahead of each date and handle the filings.

What you pay with OCC

Your year-1 package starts at a fixed quote all-in, with the VFSC incorporation fee and registered agent included. From year 2 the renewal starts at a fixed quote. Both figures are shown before you pay.

Certificates of good standing, apostilles and bank introductions are optional and quoted separately. If we cannot incorporate your company, we refund the service fee (minus courier costs).

The renewal covers the annual VFSC fee, the registered agent and office, and our compliance calendar. We send reminders ahead of each due date.