Overview
| Field | Value |
|---|---|
| Region | Asia-Pacific |
| ISO 3166-1 | VU / VUT |
| Registry | Vanuatu Financial Services Commission (VFSC) |
| Last updated | 2026-06-10 |
Identifiers
Collect two identifiers from each business customer in Vanuatu and submit them as strings on the application body.| API field | Local name | Issuer |
|---|---|---|
businessInfo.taxId | Tax Identification Number (TIN) / VAT Registration Number | Department of Customs and Inland Revenue (DCIR) |
businessInfo.businessEntityId | VFSC Company Registration Number | Vanuatu Financial Services Commission (VFSC) |
Sector regulators
Vanuatu Financial Services Commission (VFSC) · Reserve Bank of Vanuatu (RBV) · Vanuatu Financial Intelligence Unit (VFIU) · Department of Customs and Inland Revenue (DCIR)
Legal structures
| Local name | Abbreviation | Description |
|---|---|---|
| Private Company Limited by Shares | Ltd | The standard domestic private company incorporated under the Companies Act No. 25 of 2012; shareholder liability limited to unpaid share capital; share transfers restricted; used for SMEs, retail, services, and domestic trade. Must have at least one director and one shareholder. Equivalent to a US LLC. |
| Public Company Limited by Shares | PLC | Domestic company whose shares may be offered to the public; incorporated under the Companies Act No. 25 of 2012; no restriction on transferability of shares; subject to stricter governance and disclosure obligations. Rare in practice given the small size of the Vanuatu securities market. Closest US equivalent: C-Corp. |
| International Company | IC | The principal offshore vehicle for cross-border holding, trading, and financing; incorporated under the International Companies Act [CAP. 222] (consolidated edition 2006, as amended); exempt from all local taxation for 20 years from date of incorporation; may not conduct business within Vanuatu; minimum one director and one shareholder (corporate directors and shareholders permitted); no residency requirements; registered agent in Vanuatu required; shareholder and director names not required to be on public file. Closest US equivalent: C-Corp. |
| Exempted Company | — | Legacy structure formerly incorporated under the Companies Act (CAP. 191); as of 2012 the remaining exempted companies were transitioned to the International Companies Act [CAP. 222] via the International Companies (Amendment) Act No. 11 of 2011. No new exempted companies may be formed; existing entities hold a provisional certificate of continuation under the IC Act. Where encountered on KYB, treat as an International Company. Closest US equivalent: C-Corp. |
| General Partnership | — | Two or more persons carrying on business together with unlimited joint and several liability; governed by the Partnership Act [CAP. 92]; no separate legal entity; business name registration with VFSC required if trading under a name other than the partners’ own names. Closest US equivalent: General Partnership (GP). |
| Limited Partnership | LP | Formed under the Partnership Act [CAP. 92] with one or more general partners (unlimited liability) and one or more limited partners (liability capped at capital contribution); must be registered with the VFSC Registrar of Companies; maximum 20 partners total. Closest US equivalent: Limited Partnership (LP). |
| Offshore Limited Partnership | OLP | International variant formed under the Offshore Limited Partnerships Act No. 39 of 2009; minimum 2 and maximum 20 partners (at least one general partner, at least one limited partner); may be formed as an offshore general partnership or offshore professional partnership (accounting, law, engineering, actuarial science); professional partnerships must hold professional indemnity insurance with a licensed insurer of at least USD 10,000,000. Closest US equivalent: Limited Partnership (LP). |
| Sole Trader / Sole Proprietorship | — | Single natural person carrying on business with unlimited personal liability; no separate legal entity; must register a business name with VFSC under the Business Names Act [CAP. 211] if trading under a name other than their own; subject to business licence and TIN requirements. Business name renewal is annual. Equivalent to a US Sole Proprietorship. |
| Foundation | — | A distinct legal entity established under the Foundation Act No. 38 of 2009; has no shareholders or members; used for private wealth management, asset protection, estate planning, and charitable purposes; registered with VFSC; managed by a council; founder retains rights as specified in the foundation charter. Closest US equivalent: Statutory trust or business trust. |
| Protected Cell Company | PCC | A single legal entity with segregated ring-fenced cells whose assets and liabilities are isolated from one another but each cell is not itself a separate legal entity; formed under the Protected Cell Companies Act No. 37 of 2005 (as amended); may only be constituted as a captive insurance company, mutual fund, or unit trust; registered with VFSC. Closest US equivalent: Series LLC. |
| Incorporated Cell Company | ICC | An entity under the Incorporated Cell Companies Act No. 25 of 2009 in which each cell is a separate and distinct corporate entity from the ICC itself; cells are individually incorporated; may only be used for captive insurance, mutual funds, or unit trusts; registered with VFSC. Closest US equivalent: Series LLC (with separately incorporated subsidiaries). |
| Branch of Foreign Company (Overseas Company) | — | An overseas company registered to carry on business in Vanuatu under the Companies Act No. 25 of 2012; not a separate legal entity from the foreign parent; must appoint a locally resident agent and register with VFSC. Closest US equivalent: Branch/Representative Office. |
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 | Certificate of Incorporation (optional: Certificate of Registration) |
| Constitutive Documents | Any one of: Memorandum and Articles of Association · Company Constitution |
| Tax Registration | Business Licence (optional: VAT Registration Certificate) |
| Operating Permit | Business Licence |
| Ownership Records | Register of Members |
| Governance Records | Register of Directors (optional: VFSC Company Extract) |
| 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 (VFSC) | Legal Registration |
| Memorandum and Articles of Association | Constitutive Documents |
| Company Constitution (International Company) | Constitutive Documents |
| Business Licence | Tax Registration, Operating Permit |
| VAT Registration Certificate | Tax Registration |
| Register of Members | Ownership Records |
| Register of Directors | Governance Records |
| VFSC Electronic Registry Extract | 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 | VFSC Financial Dealers Licence, Reserve Bank of Vanuatu Banking Licence, VFSC International Banking Licence, VFSC VASP Licence (Virtual Asset Services Providers Act No. 3 of 2025) |
Collection notes
- Legal Registration: Issued by the VFSC Registrar of Companies upon incorporation under the Companies Act No. 25 of 2012 (local companies) or the International Companies Act [CAP. 222] (international companies). For local companies post-transition to the new Companies Act, a Certificate of Registration may be issued instead of — or in addition to — a Certificate of Incorporation. Both certificates are freely downloadable from the VFSC Electronic Registry (vfsc.vu/entity-search). For overseas companies, a Certificate of Registration as an Overseas Company is issued. VFSC has confirmed that the Registrar of Companies will no longer issue Certificates of Good Standing for local companies — status (‘Active’ or ‘Removed’) is verified directly on the electronic registry.
- Constitutive Documents: For local companies under the Companies Act No. 25 of 2012, the constitutive document is the Memorandum and Articles of Association, which must specify the company name, registered office address, registered agent details, objects/purposes, and share structure. For International Companies under the IC Act [CAP. 222], the North American nomenclature is used: ‘Constitution’ replaces ‘Memorandum’ and ‘Regulations’ replaces ‘Articles’; collect whichever form corresponds to the company’s governing act. Company constitution is a certified copy available from VFSC.
- Tax Registration: Vanuatu has no corporate income tax, capital gains tax, or personal income tax. The primary fiscal identifier is the TIN (introduced 1 January 2020 by DCIR). A Business Licence is required for all businesses operating in Vanuatu (including international companies conducting local activities) under the Business Licence Act [CAP. 249]; issued annually by DCIR in Port Vila municipal area, or by provincial governments elsewhere. VAT registration applies to businesses with annual taxable turnover exceeding VT 4,000,000; a separate VAT Registration Certificate is issued. For purely offshore International Companies with no local activity, no business licence or VAT is required, but TIN may still be needed for banking purposes.
- Operating Permit: A Business Licence under the Business Licence Act [CAP. 249] is required for any person or entity carrying on business within Vanuatu territory. Issued annually by DCIR for businesses in the Port Vila municipality; provincial governments issue licences outside Port Vila. Renewal deadline: 31 January each year (valid 1 January – 31 December). International Companies that conduct no activities within Vanuatu are exempt. The Business Licence also satisfies the tax_certificate slot for entities that are not VAT-registered.
- Sector-Specific License: The VFSC issues Financial Dealers Licences (FDL) under the Financial Dealers Licensing Act [CAP. 70] in four classes (as amended January 2019): Class A (forex and debt securities), Class B (derivatives / futures / options), Class C (equities / commodities / precious metals), and Class D (digital assets as financial instruments). The Virtual Asset Services Providers Act No. 3 of 2025 creates a separate VASP licence issued by VFSC on top of the FDL — VASP licences require the holder to already hold all four FDL classes (A, B, C, and D). Mutual funds regulated under the Mutual Funds Act No. 38 of 2005. Offshore banking and international banking licences issued under the International Banking Act No. 4 of 2002. The Reserve Bank of Vanuatu (RBV) issues licences for domestic banking and financial institutions under the Financial Institutions Act No. 2 of 1999. Vanuatu is a significant offshore financial centre — the FDL licence is commonly held by forex brokers and CFD platforms. Insurance regulated under relevant insurance legislation administered by VFSC.
- Governance Records: Local companies must maintain a Register of Directors and notify the VFSC of director appointments and changes; director information is publicly accessible via the VFSC Electronic Registry (vfsc.vu/entity-search). International Companies are not required to place director information on the public file under the IC Act; the registered agent holds an internal register of directors. For IC-type entities, collect the internal register from the registered agent or request an official VFSC company extract confirming directors.
- Signing Authority: Board resolution passed by the board of directors authorising a specific signatory; no statutory prescribed form — company letterhead resolution is standard practice. Power of Attorney for external signatories should be executed as a deed and notarised. Vanuatu is a party to the Hague Apostille Convention; apostille is available via the VFSC for cross-border use.
- Address: Conduit universal policy: lease (no time bound) OR utility bill OR bank statement, with utility/bank documents dated within 90 days. Main utility providers in Vanuatu include UNELCO/ENGIE (electricity in Port Vila), UNELCO-VANUATU (outer islands), and Vanuatu Water (water authority). Bank statements from VFSC-licensed banks (ANZ Vanuatu, Westpac Vanuatu, Bred Bank, National Bank of Vanuatu) are accepted.
- Good Standing: VFSC has confirmed that it will no longer issue Certificates of Good Standing for local companies registered under the Companies Act No. 25 of 2012. Local company status is verified by checking ‘Active’ or ‘Removed’ directly on the VFSC Electronic Registry (vfsc.vu/entity-search); a printout of the registry search result or a VFSC company extract may substitute. For International Companies under the IC Act [CAP. 222], the VFSC continues to issue Certificates of Good Standing confirming annual fees are current and the entity is duly incorporated and in existence. Processing: 1–3 business days; fee approximately USD 75–150.
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 with management authority over the company; named in the Register of Directors. For local companies, director details are publicly accessible via the VFSC Electronic Registry. For International Companies, director information is held by the registered agent and is not required to be on public file. |
| Controller | CONTROLLING_PERSON | Person who exercises influence, authority, or power over decisions about the company’s financial or operating policies, as defined in the Companies Act No. 25 of 2012, s.1; includes persons exercising control through contractual arrangements or other means even without shareholding. |
| Authorised Signatory / Attorney | LEGAL_REPRESENTATIVE | Natural person authorised by board resolution or notarised power of attorney to act on behalf of the company for specific transactions or purposes. |
Notes
- Vanuatu remains on the EU list of high-risk third countries for AML/CFT purposes as of 29 January 2026 (EU Delegated Regulations (EU) 2026/46 and 2026/83, in force 29 January 2026). Apply enhanced customer due diligence for all Vanuatu-incorporated entities, including International Companies.
- International Companies (ICs) under the IC Act [CAP. 222] are the most commonly encountered Vanuatu entity in offshore/cross-border contexts. ICs are tax-exempt for 20 years from incorporation, are not required to file annual returns with VFSC (unlike local companies), cannot conduct business within Vanuatu, and their shareholder/director registers are not public. Always verify IC status and agent details on the VFSC Electronic Registry.
- VFSC has confirmed it will no longer issue Certificates of Good Standing for local companies — use the VFSC Electronic Registry (vfsc.vu/entity-search) to verify ‘Active’ status directly. Certificates of Good Standing remain available for International Companies.
- The Company and Trust Services Providers Act No. 8 of 2010 (CTSP Act) requires all registered agents providing company formation and registered office services to be licensed by VFSC. Unlicensed agents is a red flag; verify agent licence status on VFSC’s website.
- Vanuatu has no corporate income tax, personal income tax, capital gains tax, or inheritance tax. The TIN issued by DCIR is the primary tax identifier and is mainly relevant for VAT (threshold VT 4,000,000/year) and business licensing purposes. Do not expect a TIN certificate for purely offshore ICs with no local activity.
- Vanuatu is a party to the Hague Apostille Convention. Board resolutions and powers of attorney for cross-border use can be apostilled via the VFSC.
- The Virtual Asset Services Providers Act No. 3 of 2025 introduced a licensing regime for crypto and digital asset businesses; VFSC is the regulator. Vanuatu had previously been a popular jurisdiction for offshore crypto businesses due to low barriers; the 2025 Act formalises oversight under VFSC.