Vanuatu company registration

Obtaining a business license in Vanuatu requires several steps to ensure compliance with local regulations. Here’s a general outline of the process:

1. Choose Your Business Structure

Decide on the structure (e.g., sole proprietorship, partnership, limited company). Many international companies prefer Vanuatu’s International Companies (IC) framework, especially if they want to take advantage of tax incentives and simplified compliance.

2. Register Business Name

A business name is generally registered with VFSC. Normally, an application form and some sort of fee are filed in which the applicant has the name reserved for a certain period.

3. Apply for Incorporation

Filings will be made in VFSC as an international company or a limited company. Documents filed usually include the following:

Completed Application Form

Articles of Association

Memorandum of Association

List of Directors and Shareholders

4. Business License

Apply for a business license from the Department of Customs and Inland Revenue. Specific requirements may vary based on the kind of business and industry involved; generally, the following will be required:

Business license application completed

Proof of business name registration and incorporation documents, where applicable

Address and location of the business

Business license fee payment, which shall depend on the type of business and scale

5. Meet Sector-Specific Requirements

Depending on the type of industry, such as financial services or tourism, for example, there might be additional licenses that are necessary or approvals from their regulators. If a person is venturing into a regulated industry, it is worth contacting a local expert or corporate service provider.

6. Meet Other Requirements

Whatever be your business, you may be obligated to declare your fiscal obligations, such as VAT, before the competent authority, or follow labor and immigration laws when you hire a non-resident employee.

7. Annual Renewal

Normally, the licenses for various types of businesses in Vanuatu will need to be renewed annually; however, renewal requirements and fees may change depending on the particular field in which the company is operating.

Read more: Vanuatu Securities Dealers License and Permission

Each step should be independently checked with the relevant authorities, as rules and regulations do change. Vanuatu is an extremely attractive place to set up business-in particular, an international company-due to its special tax regime and favorable regulatory environment.

Vanuatu has a mixed economy comprising subsistence agriculture, an expanding tourism sector, and offshore financial services. Agriculture is the heart of the economy, employing most of the population, especially in rural areas. Major crops grown include copra, cocoa, and kava; the last is particularly important both for local consumption and export. Subsistence farming is quite crucial to food security for many families.

Read more: Vanuatu company registration

Tourism plays a major role in Vanuatu's economy, covering a high percentage of the GDP, and has provided a number of job opportunities. The country's natural beauties, such as unspoiled beaches, multi-colored coral reefs, and emerald green vegetation, draw visitors from every part of the world. The country has actively marketed itself as an ideal haven for adventure tourism and for those seeking unique cultural experiences.

Today, Vanuatu is among the top offshore financial centers in the region, providing services from company incorporation to banking regarding foreign companies. It has attracted a great amount of foreign investment and also generated a considerable number of jobs. However, it is still facing various criticisms concerning its regulatory practices and lack of transparency.

Still, with these favorable advantages, Vanuatu faces many economic challenges. In this highly exposed country to cyclones and earthquakes, this may seriously affect agriculture and tourism. Its far-flung location and dependence on imported goods make its economy fragile to any shift in the global market.

In sum, the economy of Vanuatu has represented a combination of traditional practices and modern industries. Therefore, for the nation in its quest to further expand economic opportunities, increased agricultural productivity coupled with sustainable tourism development will be fundamental to its future economic growth.

Yes, foreign companies can do business in Vanuatu. As such, it is under obligation to register as an overseas company with the Vanuatu Financial Services Commission (VFSC) no later than 20 working days following the commencement of its doing business in Vanuatu.

Carrying on Business' Defined: Section 11 of the Companies Act 2009 defines the term "carrying on business." In general, it considers carrying on business to mean having a physical presence within Vanuatu, executing a transaction, or offering goods and services within Vanuatu. It is recommended that one refer to the Act in particular or seek advice from lawyers as to whether or not their company's activities are defined as carrying on business in Vanuatu.

1. Registration Process:

• Application Filing: A duly completed application form from the VFSC, together with supporting documentation including the Memorandum and Articles of Association, a list of consenting directors, and their consent forms.
• Supporting Documentation: Copies of passport identification pages for all foreign shareholders and directors.
• Payment of Fee: The incorporation fee will be paid, which depends on the authorized share capital of the company.
• Certificate Issuance: Upon approval, the VFSC will issue a Certificate of Incorporation, after which the company can legally commence business in Vanuatu.

2. Obligations of Overseas Companies:

• Annual Returns: File an annual return by the specified date each year.
• Compliance: Adhere to Vanuatu's foreign investment laws and other applicable regulations.
• Notification of Changes: Inform the VFSC of changes to company name, registered office, directors, or authorized representatives.
• Deregistration: A case where the company wishes to cease business in Vanuatu should be communicated to the public and the Registrar accordingly.

3. Additional Requirements:

• Business License: A license, if applicable, from the relevant licensing authority depending on the place of operation.
• Foreign Investment Approval: Obtain a Certificate of Foreign Investment Registration (FIRC) from the VFIPA before commencing business in Vanuatu.
• Taxation and Employment: Register for Value Added Tax if applicable, and also comply with all the employment regulations, including work permits and registration with the Vanuatu National Provident Fund.

It is advisable that the local legal and business advisors be engaged to assist in the registration process and ensure full compliance with the legal requirements of Vanuatu.

You need registered office and a postal address for your company. The registered office address of the company where company records are kept, and where certain records may be viewed by shareholders; this must be a physical address – it cannot be a PO Box or Private Bag address. Our Incorporation fee including registered address for your company.

Read more:

• Vanuatu company registration
• Vanuatu bank account

Every year Vanuatu companies must submit an annual return.

If you do not submit an annual return on time you will have to pay late fees. If you fail to submit an annual return for 6 months, your company will be removed from the register.

There are no annual return filing dates in December or January due to the holiday season.

• If your company incorporated in December, then the annual return filing date will be November.
• If your company incorporated in January, your filing date will be in February.

See more: 

• Company renewal
• Vanuatu company registration

The advantages of Vanuatu offshore company:

• Vanuatu IBCs are tax exempt
• Domestic taxation is not payable on the net chargeable profits of Exempt and International Companies
• Vanuatu does not have party in any double taxation treaty with another country
• It is not required to hold annual general meetings
• There is no need to file annual returns
• The international companies may name natural or legal person as directors, and may be of any nationality
• There are no exchange controls in Vanuatu

Read more:

• Why incorporate company in Vanuatu
• Vanuatu company registration