Vanuatu Company Registration

Vanuatu company registration 

• Initiate Vanuatu company registration with Tetra Consultants. Situated between Australia and New Zealand, Vanuatu boasts eighty islands in the South Pacific Ocean. Tetra Consultants facilitates diverse company formation packages and offshore financial license services, including the popular Vanuatu Securities Dealers License, known for its straightforward process and flexible regulations. 

• With roots dating back to 1971, Vanuatu has been a preferred destination for offshore financial products, solidifying its status with the enactment of the International Companies Act 1993. 

• Operating under English Common Law, Vanuatu provides a stable economic and political environment. As a signatory to various international treaties and organizations, it upholds the Organisation for Economic Co-operation and Development (OECD) and Financial Action Task Force (FATF) financial standards. Tetra Consultants facilitates Vanuatu company registration, aligning with global business interests and providing a conducive environment for international trade and operations. 

Tetra Consultants provide various services which are as follows: 

• Vanuatu company registration 

• Registered office address 

• Registered agent 

• Corporate bank account opening 

• Nominee director and shareholders 

• Obtaining business license and trade permits 

• Accounting and tax obligations 

Advantages of Vanuatu company registration 

Zero corporation tax 

• Zero corporation tax in Vanuatu is a key factor driving entrepreneurs to register their companies there. Few countries globally provide such an enticing incentive for foreign businesses. Additionally, Vanuatu offers other significant tax concessions that experts can guide you through. With their wealth of knowledge on the taxation system, experts ensure you are well-informed about the various tax benefits and obligations, allowing you to make informed decisions for your business. 

Confidentiality 

• In Vanuatu, it is not obligatory to disclose directors’, owners’, or shareholders’ names in public records, ensuring confidentiality. Additionally, there is no citizenship requirement for directors and shareholders, and no limit on the number of shareholders. Many investors opt for anonymity, and Vanuatu’s laws do not mandate revealing owners’, directors’, and shareholders’ identities, providing a favorable environment for privacy-conscious businesses. 

Stable political environment 

• Vanuatu boasts a stable political environment without any history of political unrest, ensuring economic stability. When considering registering a company abroad, entrepreneurs prioritize safety and stability for their investments. With its robust record of accomplishment, Vanuatu emerges as an ideal choice for company registration. The absence of political turmoil provides reassurance to businesses seeking a secure and reliable base for their operations. 

English language 

• One advantage of conducting business in Vanuatu is the use of English as the primary spoken language, eliminating the need for translations of essential business documents. This common language facilitates clear communication during meetings, ensuring every aspect is easily understood. Unlike some foreign countries where language barriers can pose challenges for foreigners, conducting business in Vanuatu in English provides clarity and ease of interaction. This linguistic advantage streamlines processes and enhances understanding, making Vanuatu an attractive destination for international business ventures. 

No minimum capital requirement 

• Vanuatu’s company registration process does not impose a minimum capital requirement, making it highly appealing for entrepreneurs looking to establish their businesses without financial constraints. This flexibility in capital requirements encourages investment and facilitates business growth in the region. 

How long for Vanuatu company registration and open a corporate bank account? 

• Tetra Consultants ensures a swift incorporation process for your Vanuatu company registration, typically completed within 2  weeks. Upon receiving due diligence documents from directors and shareholders, we confirm your chosen company name’s availability and prepare incorporation paperwork.  

• Our non-travel solutions streamline registration. Post-setup, we courier your company documents, including Certificate of Incorporation and Memorandum/Articles of Association. Additionally, we initiate corporate bank account opening, typically completed in 4 weeks. Expect your Vanuatu company to be fully operational within 2 weeks of engagement with Tetra Consultants. 

Can a foreigner Vanuatu company registration? 

• Yes, foreigners can have 100% ownership with Vanuatu company registration, benefiting from various company types such as international, foreign, exempt, unlimited, and limited companies. Foreign entities are required to register with Vanuatu Financial Services Commission and Vanuatu Revenue Review. 
  

• For instance, international company structure, commonly chosen by offshore entities, provides flexibility and streamlined administration for global businesses. Essential details for registration include the company name, director and shareholder particulars, passport copies, and a local registered office address.  

• Vanuatu’s company laws, rooted in English Common Law, ensure a familiar legal framework. Moreover, Vanuatu serves as a pure tax haven, exempting individuals and corporations from direct taxes, making it an attractive destination for international entrepreneurs seeking simplicity and favorable tax conditions. 

Type of business entities in Vanuatu 

Company 

• In Vanuatu company can be registered as private or public. The regulatory requirements for these companies are as follows: 

For private companies: 

• Shareholders’ liability is limited to their contribution in the company 

• Minimum 1 shareholder and maximum 50 shareholders are permitted without residency requirements. 

• A Minimum 1 resident director is required which can be complied with Tetra Consultants nominee director and shareholder services. 

• Shares cannot be offered to the public 

• Mandatory to audit financial statements if annual turnover exceeds VT 20,000,000 (2 million). 

For public companies: 

• Shareholders’ liability is limited to their contribution in the company 

• A minimum of 1 shareholder is required without residency requirements. 

• Minimum 2 directors are required out of which 1 must be a resident director 

• Shares can be offered to the public 

• Mandatory to audit financial statements if annual turnover exceeds VT 20,000,000 (2 million). 

International company 

• These companies are governed by the International Companies Act, stand as the top choice for offshore company incorporation in Vanuatu. They are expressly prohibited from conducting business within Vanuatu, including offering shares to the public or holding stakes in non-exempt local companies. This restriction ensures their focus remains on international operations. By adhering to these regulations, International Companies maintain their status as efficient vehicles for offshore ventures, enjoying the benefits of Vanuatu’s favorable business environment while abiding by its legal framework. Tetra Consultants facilitates the compliance of regulatory requirements of this type of company which are as follows: 

• They have restrictions on trading within Vanuatu, owning real estate, or holding certain licenses. 

• At least one director and shareholder without residency requirements. 

• A company secretary is not required for a Vanuatu IC. 

• The company is required to have a local registered office address and agent in Vanuatu. 

• There is no minimum share capital requirement for a Vanuatu IC. 

Exempted companies 

• Exempted Companies in Vanuatu are versatile entities permitted to operate across diverse sectors. Unlike certain industries like banking, insurance, trusteeship, and securities, they are not obligated to submit audited annual accounts. This flexibility streamlines regulatory requirements for exempted companies, allowing them to focus on their core operations without the burden of extensive financial reporting. This favorable regulatory environment makes exempted companies an attractive option for businesses seeking simplicity and efficiency in compliance matters within Vanuatu’s business landscape. 

• An exempted company in Vanuatu is a limited liability company that is formed under the Companies Act and may be exempted from certain statutory requirements. Here are the key requirements for an exempted company in Vanuatu which are as follows: 

• Exempted companies are limited liability companies and must include the word “Limited” or its abbreviation in their name. 

• The company must prove it operates solely for international purposes, refraining from domestic activities like share sales in Vanuatu. 

• At least one director who can be a natural person or corporate entity and can be non-resident. 

• The company is required to have a minimum of one shareholder, who can be an individual or a corporation and may be non-resident. 

• A registered agent is required who must be knowledgeable regarding local documents and government filing requirements. 

• A company secretary is not required for an exempt company. 

• The company is required to have a local registered office address in Vanuatu. 

• There is no minimum share capital requirement for an exempted company. 

Partnership 

• A partnership arises when multiple individuals agree to jointly operate a business for profit. These partnerships can take the form of a general partnership or a limited partnership. In a general partnership, partners share joint and several liability for the firm’s obligations. Limited partnerships involve one or more general partners with full liability and one or more limited partners whose liability is capped at their capital contribution. Vanuatu’s Partnership Laws allow a maximum of 20 partners, and even a company can serve as a limited partner in a partnership firm. 

Offshore limited partnership 

• Under the Offshore Limited Partnerships Act of 2009, an Offshore Limited Partnership (OLP) is established. Similar to an International Company, an OLP is barred from conducting business in Vanuatu. It requires a minimum of 2 partners, with a maximum of 20, including at least 1 general partner and 1 limited partner. 

• An OLP can operate as either an offshore professional partnership or an offshore general partnership. The former involves individual partners practicing in fields like accounting, engineering, or law, requiring professional indemnity insurance of at least VT 5,400,000. The latter may comprise both individuals and companies as partners. 

Branch office 

• A Vanuatu branch office signifies the extension of a foreign company into the country, operating as a direct outpost without independent legal status. It functions as a seamless part of the foreign entity, facilitating business activities while remaining tethered to the legal framework of the parent company. Various statutory requirements for branch offices in Vanuatu are as follows: 

• Branch offices are required to register the branch with the Vanuatu Financial Services Commission. 

• Appointment of at least 2 resident representatives on behalf of the foreign parent company. 

• It is mandatory for a branch office to have a registered office and a registered agent in Vanuatu. 

• The branch is limited to conducting the business activities approved by the parent company and is not permitted to engage in activities beyond the scope defined by the parent company. 

• Mandatory to comply with the preparation of annual accounts.  

• They must also adhere to the regulations of the International Companies Act of Vanuatu. 

How to proceed for Vanuatu company registration? 

Step 1: Choose company structure 

• In the Vanuatu company registration process, the first step is to choose the type of company to register. Options include a limited company, international company, sole trader, partnership, or branch of a foreign company. This decision lays the foundation for the subsequent registration procedures tailored to the selected company type. Tetra Consultants can guide you through a suitable company structure for your business. 

Step 2: Choose company name 

• Selecting a unique and acceptable company name is vital. This involves adhering to guidelines outlined by the Vanuatu Financial Services Commission (VFSC). Tetra Consultants offer name reservation services, assisting in the selection and reservation of a suitable company name that meets regulatory requirements and ensures smooth registration. 

Step 3: Comply with pre-requirements 

• To proceed for Vanuatu company registration, it is mandatory to comply with the following pre-requirements. One thing to note here is that pre-requirements may vary depending on the type of business structure and the activity. Below mentioned is the requirement for the exempted companies which are as follows: 

• Exempted companies, being limited liability entities, must include “Limited” or its abbreviation in their name. 

• The company must demonstrate its exclusive operation for international purposes, refraining from domestic activities like selling shares in Vanuatu. 

• At least one director, who can be a natural person or a corporate entity and can be a non-resident. 

• The company must have a minimum of one shareholder, who can be an individual or a corporation and can be a non-resident. 

• An exempted company does not require a company secretary. 

• The company must maintain a local registered office address in Vanuatu. 

• There is no minimum share capital requirement for an exempted company. 

Step 4: Prepare required documents 

• Tetra Consultants assists in gathering and preparing the requisite documentation for the selected company type. This includes drafting the Articles of Association, completing the application for company registration, and compiling other necessary forms.  

• Our legal team ensures accuracy and completeness in documentation preparation and legal drafting of necessary documents, facilitating a smooth and efficient company registration process for our clients in Vanuatu. 

Step 5: Register the company 

• Tetra Consultants will then further proceed with Vanuatu company registration by submitting your application to the Vanuatu Financial Services Commission (VFSC). Our team manages the payment of required registration fees, which vary based on your company type, ensuring a seamless and efficient registration process tailored to your needs. 

Step 6: Register for taxes 

• Further, Tetra Consultants will assist in registering your company for taxes with the Vanuatu Revenue Management Division. At the local Tax Office or online, we facilitate the registration process for your convenience. Additionally, our services extend to managing accounting and tax obligations, ensuring timely filing of necessary returns and taxes by the appropriate authority, thus ensuring compliance with regulatory requirements. 

Step 7: Obtain necessary permits and licenses 

• Tetra Consultants offers comprehensive services for obtaining any additional permits or licenses required for your business activities. Our experts specialize in acquiring business licenses and trade permits tailored to your needs. Additionally, we assist clients in obtaining offshore financial licenses, ensuring compliance and facilitating smooth operations for your business ventures in Vanuatu. 

Step 8: Open a business bank account 

• Once Tetra Consultants completes the registration and acquisition of licenses, we initiate the process of opening a bank account. Our experts offer corporate bank account opening services, facilitating the setup of accounts at local or international banks as per client requirements. With our streamlined procedures, we ensure the corporate bank account is opened within 4 weeks of incorporation, enabling efficient financial management for your business in Vanuatu. 

Step 9: Register as an employer with the Vanuatu National Provident Fund (VNPF) 

• Lastly, Tetra Consultants will proceed to comply with Vanuatu’s employment regulations. We facilitate seamless registration with the National Provident Fund (VNPF) for employers, guaranteeing timely compliance within the 7-day requirement after business incorporation or the hiring of the first employee. Let us handle the complexities, allowing you to focus on your business, while we ensure accurate and timely payment of contributions directly to the National Provident Fund. 

Regulatory requirements for Vanuatu company registration 

• There are various regulatory requirements for different types of business structure. Following are the requirements for international company in Vanuatu. 

Directors and shareholders requirements: 

• Minimum of 1 director. 

• Minimum of 1 shareholder. 

• No residency requirement for directors and shareholders. 

General requirements: 

• International companies are prohibited from conducting business within Vanuatu, holding an interest in real estate in Vanuatu, or soliciting the public to deposit with or lend money to the company. 

• There is no mandatory requirement for a company secretary. 

• The company requires a local registered office address and agent. 

• Need to obtain Foreign Investment Registration Certificate (FIRC). 

• If employing a foreign employee for key positions, a work permit is required and is granted by the Department of Labor. 

• Register as an employer with the Vanuatu National Provident Fund (VNPF) if employing individuals earning up to VT3000. 

• The company’s constitution must be filed with the Vanuatu Financial Services Commission, containing the company’s name, general purposes, registered office and agent, and share details. 

• International companies are exempt from all forms of taxation for 20 years from the date of registration. 

• They must pay an annual fee to the Commission and are subject to a solvency test imposed by the International Companies Act. 

Documents required for Vanuatu company registration 

• When registering a company in Vanuatu, the document requirements depend on the chosen business structure and activities. While specific documents may vary, a typical list includes essential paperwork. For a personalized list tailored to your Vanuatu company registration needs, rely on Tetra Consultants for detailed guidance and assistance with documentation suited to your requirements. 

• Vanuatu company search report 

• Company Name 

• Company Registration Number 

• Company Registration Date 

• Company Type/ Entity Type – local, overseas 

• Company Status – registered, dissolved, removed, amalgamated, dissolved, removed or in receivership/liquidation 

• Registered office address 

• Postal address and effective date 

• Directors’ details  
• Name

• Address 

• Date of appointment 

• Copy of a valid passport or government-issued ID cards 

• Shareholders details 

• Shareholder name 

• Address 

• Appointment date 

• Share allocation details 

• Copy of a valid passport or government-issued ID cards 

• Corporate shareholders details 

• Copy of valid identification documents, such as passports or government-issued ID cards. 

• Articles of Association (for Limited and International Companies) 

• Application for Company Registration (for all types of companies) 

• Memorandum and Articles of Association 

• Certificate of Incorporation 

• The constitution of the Vanuatu company 

• The name of the company 

• The address within Vanuatu of the first registered office 

• The name and address within Vanuatu of the first registered agent 

• The objects or purposes for which the company is to be incorporated 

• Whether the company is to be limited by shares 

Business licenses for Vanuatu company registration 

• Tetra Consultants offers expert assistance in navigating the requirements for business licenses in Vanuatu. The Business License Act mandates registration for any individual or company engaging in profit-driven activities. Approval for licenses in Port Vila’s municipal areas is granted by the Director of Customs and Inland Revenue, while Provincial Governments issue licenses outside Port Vila. 

• Tetra Consultants provide applicants with a valid Foreign Investment Approval Certificate (FIAC) and VFSC registration certificate. Fees vary based on turnover, ranging from VT5,000 to VT20,000. Existing investors seeking to modify their business activities must apply for a variation with Vanuatu Foreign Investment Promotion Agency (VFIPA) and Customs and Inland Revenue.  

Accounting and tax obligations 

• Ensuring compliance with accounting and tax obligations is crucial for the financial stability and regulatory adherence of any company. Tetra Consultants offers comprehensive accounting and tax solutions tailored to meet the specific needs of Vanuatu company registration. From timely submission of accounts to accurate tax returns, our services ensure regulatory compliance while allowing businesses to focus on their core operations.  

• Outsourcing these tasks not only provides economic advantages but also ensures efficient management of financial responsibilities. With Tetra Consultants, companies registering in Vanuatu can navigate their accounting and tax obligations seamlessly, enhancing their financial management and regulatory compliance. 

Accounting obligations 

• Every company must prepare annual accounts and filing them along with an annual return to the Vanuatu Financial Services Commission. 

• Audited financial statements must be filed if the company’s annual turnover exceeds VT 20,000,000 (million). 

• The companies are required to maintain records, including accounting records, minutes of meetings, and a register of members at their registered office or at another location as determined by the directors. 

Tax obligations 

Corporate income tax 

• Vanuatu enforces a corporate income tax on profits derived by companies within its jurisdiction, applying a fixed rate of 0%. Consequently, businesses operating in Vanuatu are not liable for corporate income tax on their generated profits. This tax-friendly environment enhances the attractiveness of Vanuatu as a destination for international businesses seeking favorable tax conditions. With no corporate income tax burden, companies can maximize their profitability and allocate resources more efficiently towards growth and development initiatives within the country. 

Goods and Service Tax (GST) 

• Vanuatu implemented the Goods and Services Tax (GST) starting January 1, 2018. This broad-based consumption tax applies to the majority of goods and services offered within the country. The standard GST rate stands at 12.5%, with certain exemptions and zero-rated supplies. The introduction of GST aims to streamline tax administration and enhance revenue generation for the government while ensuring a fair and consistent taxation system across various sectors of the economy. 

Custom and import duties 

• Vanuatu imposes customs duties on imported goods, with rates varying based on the type and value of the items. Importers are responsible for settling these duties with the Vanuatu Customs and Inland Revenue Department upon importing goods into the country. These duties contribute to government revenue and help regulate the flow of goods across borders. Understanding and complying with customs regulations is essential for importers to facilitate smooth and lawful importation processes in Vanuatu. 

Rental tax 

• In Vanuatu, individuals who own properties and engage in rental activities are subject to rental tax regulations. If the rental income over a six-month period falls below VT200,000 (US $1,667.45), no rental income tax is applicable. However, if the rental income exceeds this threshold, a 12.5 percent income tax is levied. Conversely, companies that own and rent out properties in Vanuatu are also subject to a flat 12.5 percent tax on any rental income generated. Understanding these rental tax rules is crucial for property owners and companies to ensure compliance with Vanuatu’s tax regulations. 

Why proceed with Vanuatu company registration? 

Political 

• Vanuatu maintains political stability under a democratic government, fostering an environment conducive to foreign investment and economic development. The government’s pro-business policies aim to attract investors and stimulate growth. Additionally, Vanuatu offers a favorable tax regime for businesses, highlighted by its zero percent corporate income tax rate. This stable political climate, coupled with investor-friendly policies and tax incentives, positions Vanuatu as an attractive destination for international businesses seeking opportunities for expansion and investment. 

Economical 

• Vanuatu’s economy is modest yet dynamic, driven by key sectors such as tourism, agriculture, and fishing. Its favorable tax regime presents an attractive landscape for businesses. Moreover, the country boasts a relatively affordable cost of living, contributing to its appeal as a destination for both business investment and personal settlement. This combination of economic sectors and favorable living conditions positions Vanuatu as an emerging player in the global marketplace. 

Sociocultural 

• Vanuatu boasts a culturally diverse population, reflecting a rich tapestry of languages and traditions. Known for its laid-back and hospitable atmosphere, the country’s sociocultural environment offers an appealing setting for businesses seeking to establish themselves in the vibrant South Pacific region. This cultural diversity fosters an inclusive and welcoming atmosphere, conducive to fostering relationships and conducting business in a collaborative and harmonious manner. 

Technological 

• Vanuatu is enhancing its telecommunications infrastructure, offering widespread access to mobile and internet services. Furthermore, the country is making strides in renewable energy investment, opening doors for businesses in the energy sector. This progressive approach to technology and sustainable energy solutions presents opportunities for businesses seeking to capitalize on emerging markets and contribute to Vanuatu’s technological advancement and environmental sustainability. 

Environmental 

• Vanuatu, a small island nation, faces susceptibility to natural disasters like cyclones and earthquakes. Businesses operating here must acknowledge these risks and implement suitable measures for risk mitigation. Understanding and preparing for these environmental challenges are crucial for business resilience and continuity in Vanuatu’s unique geographical context. 

Legal 

• Vanuatu offers a business-friendly legal environment characterized by flexible company registration criteria and a straightforward tax system. As a member of the Commonwealth, the country adheres to a legal system grounded in English common law. These factors contribute to a conducive legal framework for businesses, facilitating ease of registration and compliance with regulations. 

Looking for Vanuatu company registration 

• Vanuatu presents an attractive destination for company registration, offering a favorable legal, economic, and sociocultural environment. At Tetra Consultants, our experts specialize in facilitating the registration process by providing comprehensive assistance in various areas, including international trademark registration, legal drafting, name reservation, and more. With our expertise and support, businesses can navigate the registration process smoothly and efficiently, ensuring compliance with regulations and maximizing their potential for success in Vanuatu’s vibrant business landscape. 
• Contact us to know more about Vanuatu company registration. Our experts will revert within the next 24 hours. 

FAQs

What is the rental income tax rate in Vanuatu for individuals and companies?

Is there a corporate income tax rate in Vanuatu?

What are the advantages of obtaining Vanuatu forex license?

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Are there any restrictions on trading for international companies in Vanuatu?

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What is an exempted company in Vanuatu?

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What are the statutory requirements for a branch office in Vanuatu?