Vanuatu Company Formation

Vanuatu has two company types a foreign owner can use. The international company is formed under the International Companies Act [Cap 222] (the ICA). It is the non-resident vehicle: it may not carry on business in Vanuatu, and every one needs a registered agent licensed in Vanuatu. The local company is formed under the Companies Act No. 25 of 2012 and is the vehicle for trading inside Vanuatu. The brief we started from called the local statute the Companies Act [Cap 191]. That Act was repealed by the 2012 Act, and we use the 2012 Act throughout. The old exempted company is no longer a form you can register.

Read the listing first. Vanuatu is on Annex I, the blacklist, of the EU list of non-cooperative jurisdictions in the Council conclusions of 9 October 2026, because it 'facilitates offshore structures and arrangements aimed at attracting profits without real economic substance and has not resolved this issue yet'. The exchange-of-information problem that was also on the file was cleared in that update. The substance problem was not. We found no economic-substance statute in force. The government's 2026 budget documents describe two Resident Entity (Economic Substance) bills as pending, and we could not find their text. The listings section has the detail and what we could not verify.

Reform is moving fast. Parliament's bills page marks the International Companies (Amendment) Bill as passed in the First Extraordinary Session of 19 October 2026. It would let an international company carry on one business activity only and would create a beneficial-owner register held by the Commission. It takes effect on publication in the Gazette, and we found no such notice on 10 November 2026. So the rules in the ownership section may change on short notice, and we check the Gazette before every filing.

The government fee is small: US$150 to incorporate an international company and US$300 a year (tax and annual duties, and the fee table below). The real cost sits with the licensed registered agent, the due-diligence file and the bank step, and the registrar publishes none of those prices. If you are still choosing between jurisdictions, the company formation hub sets them side by side, and the pages for Seychelles and the Marshall Islands cover the nearest Pacific and Indian Ocean alternatives. If the plan is a gaming business, read what a Vanuatu company is not first: an international company cannot be the gaming applicant, and our Vanuatu gambling licence page covers the local-company route.

How we read the law. The ICA text is the 2026 consolidated edition on the Vanuatu Financial Services Commission (VFSC) site. The Companies Act text is the VFSC's 2020 consolidation, an image-only PDF that we read by text recognition, so the points taken from it are marked for a manual check against the current text before we file anything. The VFSC fee page shows no version date.

Section 118 of the ICA says an international company, and its shareholders, are not subject to any tax on income, profits, capital gains or distributions accruing to or derived from the company. It also exempts the company from estate, inheritance and gift tax on its securities, from some stamp duty, and from exchange controls. The OECD Global Forum's April 2026 report says Vanuatu does not impose taxes on income at corporate or individual level, and Vanuatu's own investment agency says the same. Vanuatu does charge VAT at 15% on most goods and services, with registration compulsory above VT 4 million of taxable supplies in 12 months, per the Customs and Inland Revenue site. An international company that does no business in Vanuatu is not required to register for tax.

Two cautions on the exemption. First, the sources are inconsistent about how long it lasts: the Act's own text states a period in two different ways, and we do not repeat either wording. We confirm with the VFSC which governs. Second, the exemption is a Vanuatu tax rule and nothing more. It does not decide where the company is tax resident. Many countries tax a company managed from their territory, and many tax a shareholder on the profits of a foreign company they control. Vanuatu exchanges financial-account data under the Common Reporting Standard (non-reciprocally, because it has no income tax), has 14 tax information exchange agreements, and is rated Largely Compliant by the Global Forum. We do not give tax advice: take it in the country where the owners and decision-makers are based.

What you do every year is short, and one part of it is disputed between sources.

There is no economic-substance statute in force that we could find. The 2026 ICA consolidation has no substance provision, and neither does the Companies Act text we read. What the government says is different. Its 2026 budget documents (Budget Book Volume 1 and the half-year update) describe a Resident Entity (Economic Substance) Bill and a consequential-amendments bill as pending parliamentary approval, and say that, if passed, they should remove Vanuatu from Annex I. The bills are not on the Parliament pages we could read, and we could not confirm whether either has passed. We therefore state no 'relevant activities', no filing deadline and no penalty for a substance regime. Several provider sites do, and none of them is a primary source.

What is in force is narrower. An international company must keep a registered office and a licensed agent in Vanuatu, must not do business in Vanuatu, and must hold its ownership records with the agent. The Global Forum report records the authorities' view that fewer international companies are being formed because of requirements to have a physical presence in Vanuatu and employ residents, stringent bank due diligence and closer supervision of beneficial ownership. The ICA text we read has no physical-presence or hiring duty for an international company, so we cannot say which requirement they mean, and we confirm the current position with the agent.

The direction is clear even where the text is not. The International Companies (Amendment) Bill would require the constitution to state the company's business activity and bar an international company from carrying on more than one. A companion Companies (Amendment) Bill would do the same for local companies, and the Interactive Gaming (Amendment) Bill would require licensees to maintain genuine business operations in Vanuatu. A holding or trading structure that spreads several business lines through one international company is the first kind of structure that rule would affect.

EU list of non-cooperative jurisdictions for tax purposes. Vanuatu is on Annex I. The Council conclusions of 9 October 2026 list eight jurisdictions there: American Samoa, Anguilla, Guam, Palau, the Russian Federation, the Turks and Caicos Islands, the US Virgin Islands and Vanuatu. The entry cites only the substance issue. The Code of Conduct Group's report of 25 September 2026 deemed Vanuatu compliant on exchange of information on request, after the Global Forum's supplementary review, published on 29 April 2026, upgraded its rating from Partially Compliant to Largely Compliant. The Council text lists Vanuatu but does not itself set the measures: member states do, and we do not state any here. Seychelles and the Marshall Islands are not in that Annex I list.

FATF. As reported, Vanuatu is not on the FATF's call-for-action list or its increased-monitoring list. A FinCEN release of 30 October 2026 names Iran, North Korea and Burma on the first list and reports only removals from the second, and a copy of the FATF's June 2026 statement hosted by a national financial intelligence unit does not name Vanuatu. The FATF's own pages would not open for us, so this is a report of other people's copies, not a check at the source. We check the FATF pages by hand before relying on it.

Mutual evaluation. The Prime Minister's office has said an Asia/Pacific Group mutual evaluation of Vanuatu's financial system has an on-site visit in November 2026. The amendment bills before Parliament in October 2026 say gaps remain and full compliance with the standards has not yet been achieved. The outcome is not known, and neither is its effect on any list.

What this means for a company is for your bank and counterparties to say, and we do not know how a given one treats a Vanuatu entity. The VFSC itself rates international companies at the top score of five in its February 2026 legal-person risk guideline, which says they present higher risk because of cross-border ownership, foreign owners and opacity. Plan for questions about all of this.

For an international company the public file is thin. The VFSC says international companies have a public file with fewer filings than local companies. The Commission makes the constitution public, and the constitution names the first directors. Everything else in the company records, including shareholding, beneficial ownership, management, business, finances and assets, is confidential under section 125A of the ICA, and unauthorised disclosure carries a fine of up to US$100,000, up to five years in prison, or both. That confidentiality has limits. Section 125C lets the VFSC pass information to the financial intelligence unit, supervisors, law enforcement and the sanctions secretariat, and to foreign agencies under an agreement or, without one, for foreign regulatory, anti-money-laundering, sanctions, proceeds-of-crime or foreign tax-evasion purposes.

The owners are known to the agent and to the VFSC. The agent holds the beneficial-owner details, the register of members and the details of any nominator, and every new international company goes through the owner file listed under requirements. A local company is different: its directors and shareholders are shown on the public register, and the Registrar must keep a register of beneficial owners. We could not find who may inspect that register.

What is pending changes this. If the International Companies (Amendment) Bill takes effect, the Commission must keep and maintain a register of beneficial owners of international companies. The company gives owner details on registration, within 14 days of a change and whenever the Commissioner asks, and the agent notifies changes within 14 days. The bill also makes a conviction under the anti-money-laundering law a strike-off ground. It has no confirmed commencement date: Parliament's page says passed, the bill says it starts on Gazette publication, and we found no notice.

On nominees, Vanuatu's law allows them, but the law has no duty on a nominee to tell the company about the arrangement, and the Global Forum recommended fixing that. The VFSC's memo of 25 May 2026 now requires a copy of any nominee agreement with an incorporation application, and existing companies must confirm nominee arrangements at annual renewal. The pending bill would oblige a nominee shareholder or director to disclose in writing that they are a nominee, and who the nominator is. Vantegris can arrange nominee directors and shareholders where the registered agent accepts them, and the VFSC wants a copy of the nominee agreement.

Opening an account is a separate application from forming the company, and formation gives you none. The ICA allows an international company to keep deposits with banks licensed in Vanuatu without that counting as doing business there. The Global Forum counts 10 international and 5 domestic banks. How a non-resident international company actually gets an account is not stated at any primary source we could open, so we say it is confirmed in the quote and give no approval rate.

The facts a bank will weigh are public. The VFSC rates international companies at the highest risk score, the authorities themselves name stringent due diligence before bank accounts open as one reason fewer international companies are formed, and Vanuatu sits on the EU blacklist. Expect questions about the owners, where the company is managed, what it will do and where the money comes from.

For gaming and crypto companies our working position is an account with an electronic money institution or neobank, not a traditional bank, and we do not promise one. Our pages on high-risk merchant accounts, gaming company bank accounts and why high-risk banking applications fail explain what providers ask for and where applications break.

Marketing for Vanuatu companies tends to say tax-free, private and easy. The registry's own text qualifies each of the three, and several things the old pages said no longer match it.