Overview
| Field | Value |
|---|---|
| Region | Asia-Pacific |
| ISO 3166-1 | TV / TUV |
| Registry | Registrar of Companies, Ministry of Finance and Economic Development |
| Last updated | 2026-06-10 |
Identifiers
Collect two identifiers from each business customer in Tuvalu and submit them as strings on the application body.| API field | Local name | Issuer |
|---|---|---|
businessInfo.taxId | Business Registration Number / Tax Reference Number | Tuvalu Revenue and Customs Service (TRCS), Ministry of Finance and Economic Development |
businessInfo.businessEntityId | Company Registration Number | Registrar of Companies, Ministry of Finance and Economic Development |
Sector regulators
Banking Commission of Tuvalu (BCT) · Tuvalu Revenue and Customs Service (TRCS), Ministry of Finance and Economic Development · Registrar of Companies, Ministry of Finance and Economic Development
Legal structures
| Local name | Abbreviation | Description |
|---|---|---|
| Public Company | — | Share-capital company incorporated under the Companies Act 1991 (Cap. 40.08) whose shares may be offered to the public; governed by a board of directors; no restriction on share transferability; subject to broader governance and filing obligations. Extremely rare in Tuvalu’s small domestic economy. Closest US equivalent: C-Corp. |
| Proprietary (Private) Company | Pty | Closely-held company incorporated under the Companies Act 1991 (Cap. 40.08); constitution must limit shareholders to a maximum of 20; share transfers are restricted; shares and debentures may not be offered to the public; directors must hold at least one share; only one class of shares may be issued. The primary domestic incorporation vehicle for SMEs and foreign investors seeking a resident business entity. Equivalent to a US LLC. |
| International Business Company | IBC | Offshore company incorporated under the International Companies Act 2009 (Cap. 40.34, 2022 Revised Edition) for business conducted entirely outside Tuvalu; minimum two directors required (ICA s.40(1)); at least one shareholder; directors and members may be non-resident; registered through a licensed registered agent in Funafuti; authorized capital denominated in USD; exempt from all Tuvalu taxes on foreign-source income; registers of directors and shares are lodged with the Registrar but held as confidential information not available for public inspection (ICA ss.39(3), 27(3), 77). Widely used for holding, trading, and asset-structuring purposes. Closest US equivalent: C-Corp. |
| General Partnership | — | Two or more persons (minimum 2, maximum 25 under the Companies and Business Registration Act framework) carrying on business together under the Partnership Act 1991 (Cap. 40.36); all partners bear unlimited joint and several liability; partnership deed filed with the Registrar of Companies; the Minister maintains a register of filed partnership information. Closest US equivalent: General Partnership (GP). |
| Limited Partnership | LP | Partnership with one or more general partners bearing unlimited liability and one or more limited partners whose liability is capped at their capital contribution; available under Tuvalu’s partnership law framework and registered with the Ministry of Finance. Closest US equivalent: Limited Partnership (LP). |
| Sole Trader | — | Single individual carrying on business on their own account; no separate legal entity; unlimited personal liability; must file a Business, Revenue & Customs Registration Form with the Ministry of Finance within 30 days of commencing business under the Companies and Business Registration Act (Cap. 40.12); must also obtain a Business Operational Licence from the local Kaupule (island council) under the Licences Act (Cap. 28.XX). Equivalent to a US Sole Proprietorship. |
| Branch of Foreign Company | — | A foreign corporation establishing a place of business in Tuvalu; must file a certified copy of its constitutional documents (charter, statutes, memorandum and articles) and a list of directors with the Minister under the Companies and Business Registration Act (Cap. 40.12) and obtain a Business Operational Licence from the local Kaupule; not a separate legal entity — the foreign parent bears full liability; subject to the 40% cap on foreign interests in partnerships under the Companies and Business Registration Act (Cap. 40.12, s.3A). Closest US equivalent: foreign corporation branch. |
How documents combine
For each evidence area, this table shows whether the listed documents are alternatives (any one of) or a bundle (all required). The artifact-by-artifact lookup follows below.| Evidence area | Documents needed |
|---|---|
| Legal Registration | Any one of: Certificate of Incorporation · Certificate of Registration |
| Constitutive Documents | Memorandum and Articles of Association (optional: Partnership Agreement) |
| Tax Registration | Business Registration Certificate |
| Operating Permit | Business Operational Licence |
| Ownership Records | Any one of: Register of Members · Register of Shares |
| Governance Records | Register of Directors (optional: Registered Directors List) |
| Signing Authority | Any one of: Board Resolution · Power of Attorney |
| Address | Any one of: Lease Agreement · Utility Bill · Bank Statement |
| Good Standing | Certificate of Good Standing |
Documents to collect
The physical documents you’ll collect from your customer, with the evidence area each one proves. One document can prove multiple areas — for example, Brazil’s Cartão CNPJ covers both tax and business-registration proof, so it appears once with both areas listed.| Document | Proves |
|---|---|
| Certificate of Incorporation | Legal Registration |
| Certificate of Registration (Partnership / Sole Trader) | Legal Registration |
| Memorandum and Articles of Association | Constitutive Documents |
| Partnership Agreement | Constitutive Documents |
| Business, Revenue & Customs Registration Certificate | Tax Registration |
| Business Operational Licence | Operating Permit |
| Register of Members | Ownership Records |
| Register of Shares (IBC) | Ownership Records |
| Register of Directors | Governance Records |
| Directors List filed with Ministry of Finance | Governance Records |
| Board Resolution | Signing Authority |
| Power of Attorney | Signing Authority |
| Lease Agreement | Address |
| Utility Bill (≤90 days old) | Address |
| Bank Statement (≤90 days old) | Address |
| Certificate of Good Standing | Good Standing |
| Sector-Specific License | Banking Licence |
Collection notes
- Legal Registration: Issued by the Registrar of Companies, Ministry of Finance and Economic Development, upon approval of Form 1 (Application for Incorporation) and Form 2 (Consent of Director(s)) filed under the Companies Act 1991 (Cap. 40.08) or the International Companies Act 2009 (Cap. 40.34). Includes company name, registration number, and date of incorporation. For IBCs, the registrar registers the Memorandum and Articles in the Register of International Companies and issues a Certificate of Incorporation, typically within one business day. The company register is not publicly searchable for free; searches available via the Ministry of Finance or third-party agents (e.g. Schmidt & Schmidt) for a fee with 7–14 day turnaround. Partnerships and sole traders receive a registration certificate rather than a Certificate of Incorporation.
- Constitutive Documents: Constitutive document filed with the Registrar of Companies at incorporation under the Companies Act 1991 (Cap. 40.08); sets out the company name, objects, authorised share capital, governance rules, and voting provisions. For IBCs under the International Companies Act 2009 (Cap. 40.34), the Memorandum and Articles of Association are registered with the Tuvalu International Companies Registry and retained in the Register of International Companies; these documents remain private. For partnerships, a Partnership Agreement (deed) is filed with the Registrar under the Companies and Business Registration Act (Cap. 40.12).
- Tax Registration: Tuvalu has no corporate income tax, capital gains tax, or VAT/GST. All businesses must complete a Business, Revenue & Customs Registration Form with the Ministry of Finance and Economic Development upon commencement of business; the assigned registration number serves as the tax reference. Quarterly presumptive tax of AUD 100 applies to all registered businesses (AUD 20 for informal unregistered operators). Personal income tax is payable by individuals (0% up to AUD 10,000; rates up to 35% over AUD 40,000). For IBCs, no tax obligations exist for foreign-source income under the International Companies Act 2009. The Business Operational Licence issued by the Kaupule under the Licences Act also serves as proof of tax compliance at the local government level. No standalone TIN Certificate is issued.
- Operating Permit: Every registered business in Tuvalu must obtain a Business Operational Licence (BOL) under the Licences Act (Cap. 28.XX, as amended 2008). The BOL is issued by the relevant Kaupule (island/local council) — there are eight Kaupule jurisdictions across Tuvalu’s islands (Funafuti, Nanumea, Nui, Nukufetau, Nukulaetau, Nukunonu, Vaitupu, Niulakita, and Nanumanga). A copy of the certificate of registration from the Department of Business (Ministry of Finance) is required before a BOL will be issued. The Kaupule has power to suspend or cancel licences for non-compliance; failure to notify the Kaupule when ceasing business can result in up to 3 months imprisonment. Annual renewal is required.
- Sector-Specific License: Banking and deposit-taking licences are issued by the Banking Commission of Tuvalu (BCT) under the Banking Commission Act 2011 (Cap. BCT). The BCT is the sole authority for issuing bank licences; its supervisory capacity is limited and is the subject of ongoing IMF-recommended reform (2025 Article IV Mission). The National Bank of Tuvalu (NBT) is the dominant licensed bank, wholly state-owned. Insurance activities are subject to separate sectoral requirements. No securities regulator or money-services-business licensing regime has been confirmed in Tuvalu’s published legislation as of 2026. For IBCs wishing to conduct financial services (banking, insurance, investment), the International Companies Act 2009 regime does not itself confer financial services authorisation; a separate sectoral licence from the BCT or applicable authority is required.
- Governance Records: Domestic companies under the Companies Act 1991 (Cap. 40.08) maintain a register of directors. For IBCs under the International Companies Act 2009 (Cap. 40.34), the registered agent keeps a copy of the register of directors at the registered office and a further copy is lodged with the Registrar (ICA s.39(3)); all information is held as confidential and not available for public inspection (ICA s.77). Under the Companies and Business Registration Act (Cap. 40.12), companies and partnerships must file a list of directors/partners with the Minister annually; the Minister maintains a register of this information. A minimum of two directors is required for IBCs at all times (ICA s.40(1)).
- Signing Authority: Board resolution authorising a signatory is standard practice for companies; no statutory prescribed form under Tuvalu law. Power of attorney may be used as an alternative. Note: Tuvalu is NOT a contracting party to the Hague Apostille Convention (confirmed on the HCCH status table as of 2025). Documents for international use must be legalised through consular channels rather than by apostille.
- Address: Conduit universal policy: lease (no time bound) OR utility bill OR bank statement, with utility/bank dated within 90 days. Same evidence satisfies both registered-address and operating-address checks. Utility infrastructure in Tuvalu is limited; bank statements from the National Bank of Tuvalu (NBT) — the sole commercial bank — or the Development Bank of Tuvalu are the most common substitutes. The registered office requirement for domestic companies and IBCs requires a physical address in Funafuti. Bank of South Pacific (BSP) does not operate in Tuvalu.
- Good Standing: A Certificate of Good Standing is available for companies incorporated under both the Companies Act 1991 and the International Companies Act 2009 (Cap. 40.34). Issued by the Registrar of Companies (Ministry of Finance and Economic Development) on application by the company or its authorised representative; confirms the company’s active status and compliance with annual formalities. The Tuvalu company register is not publicly searchable at no cost; extracts and certificates obtained via the Ministry or through authorised agents (e.g. Schmidt & Schmidt) typically take 7–14 days. Tuvalu is NOT a contracting party to the Hague Apostille Convention; certificates for international use require consular legalisation.
Person roles
When you submit a person on the application body, set theirrole to one of Conduit’s canonical BusinessPersonRole values. Use this table to map a local corporate-governance title onto the right canonical role.
| Local role | Canonical API role | Description |
|---|---|---|
| Director | CONTROLLING_PERSON | Appointed officer responsible for management; minimum one director required for all companies; for domestic Proprietary companies directors must be shareholders; named in the Register of Directors and filed with the Registrar. Nominee directors are permitted for IBCs under the International Companies Act 2009. |
| Authorized Signatory / Attorney | LEGAL_REPRESENTATIVE | Person authorised by board resolution or notarised power of attorney to act on behalf of the company. |
Notes
- Tuvalu operates two parallel corporate regimes: (1) domestic companies under the Companies Act 1991 (Cap. 40.08), intended for businesses operating within Tuvalu; and (2) International Business Companies under the International Companies Act 2009 (Cap. 40.34), intended for business conducted entirely outside Tuvalu. Conduit will predominantly encounter IBCs. IBCs require a minimum of two directors (ICA s.40(1)); registers of directors and shares are lodged with the Registrar but held as confidential (ICA ss.27(3), 39(3), 77) — not publicly accessible. Verify which regime applies before assessing tax and disclosure documents.
- Tuvalu has no corporate income tax, capital gains tax, VAT, or GST. IBCs are fully exempt from all Tuvalu taxes on foreign-source income. The only fiscal obligation for domestic businesses is a quarterly presumptive tax of AUD 100 and Kaupule-level operating licence fees. Do not request corporate tax certificates — none exist.
- Tuvalu is NOT a contracting party to the Hague Apostille Convention (confirmed HCCH status table, December 2025). Do not accept apostille-stamped Tuvaluan documents. All documents for international use (e.g. certified copies, certificates of incorporation, good standing) must be legalised through consular channels. Consular legalisation may take several weeks.
- The company register is not freely publicly searchable. Obtaining a registry extract or Certificate of Good Standing typically requires a request through the Ministry of Finance and Economic Development or a licensed third-party agent, with a 7–14 day turnaround and a fee. For IBCs, the registered agent (licensed under the International Companies Act 2009) holds the key corporate records confidentially — no public access.
- The Business Operational Licence (BOL) is a mandatory operational requirement under the Licences Act, issued by the island Kaupule, not the central Ministry of Finance. Funafuti is the primary jurisdiction for most commercial entities. For companies based on outer islands, confirm which Kaupule issued the licence.
- Foreign direct investment in domestic businesses and partnerships is subject to foreign-interest restrictions under the Companies and Business Registration Act (Cap. 40.12, s.3A): partnerships cannot exceed prescribed percentages of foreign interests in assets and profits (40% per current regulations). IBCs under the International Companies Act 2009 permit 100% foreign ownership.
- Australian dollar (AUD) is the functional currency for domestic businesses; IBCs under the International Companies Act 2009 must denominate authorized capital in USD. Tuvalu has no central bank. The National Bank of Tuvalu (NBT) is the sole commercial bank (100% government-owned); the Development Bank of Tuvalu also operates. Bank of South Pacific (BSP) does not operate in Tuvalu. Bank statements from NBT should be accepted as address evidence.