The licensing procedure in Vanuatu, by default, involves the application for two types of licences: the Principal’s Licence in the name of the company and the Representative’s Licence for a representative of the company. Depending on the specific type of activity of the company, it may be necessary to obtain a Principal’s Licence of several classes:
The VFSC (Vanuatu Financial Services Commission) considers as a digital asset, any token in electronic/binary form which is representative of either the holder’s access rights to a service or of the ownership of an asset. A digital asset, in this respect, includes a digital representation of value which:
a). Is used as a medium of exchange, unit of account, or store of value but which is not legal tender, even if it is denominated in legal tender.
b). Represents assets such as debt or equity in the promoting company; or
c). Provides access to a blockchain-based application, service or product.
A digital asset will, however, exclude:
a). Any transaction in which a business, as part of an affinity or rewards programme, grants value, which cannot be exchanged for legal tender, bank credit or any digital asset; or
b). A digital representation of value issued by or on behalf of the publisher for use within an online game platform.
The VFSC has limited this new asset class (Class D) to sophisticated and institutional investors only. Besides, only licensees already holding Class A, B and C licences are eligible to apply for a Class D licence. The requirements for the company structure and substance in Vanuatu are also more demanding in the case of Class D licence. To obtain a Class D licence, a company must have a minimum of 3 employees who must either be residents of Vanuatu and stay in Vanuatu for at least 6 months a year, or bring its own employees who can obtain a Vanuatu work permit and also be located in a Vanuatu office at least 6 months a year. The employees are:
A Representative can be a director, shareholder, or company manager, including those who do not appear in the company’s corporate documents. The general practice is to appoint a company director for this purpose. The company must appoint an officer responsible for the KYC and AML procedures.
It is possible to use the services of a Licensed Manager.
For each director and shareholder:
For the representative *additionally*:
After incorporation, the agent will prepare resolutions, a share certificate, and the signing of the Licence Applications.
The following documents are submitted to the Financial Services Commission:
It is carried out after the company has obtained the licences, the documents for this stage are prepared in advance (at Stages 1 or 2).
The fee for licence application and issuing a licence (for one class) is (as converted from VUV to USD):
During the entire period of the licence, the company must have a special deposit of VUV 5,000,000 (approx. USD 43,000[3]) placed in special accounts at the Supreme Court at Port Vila. This deposit is analogous to the minimum share capital for the licensee. It is possible to use a single deposit for several classes of licences.
Following the amendment of Vanuatu’s legislation, companies operating under the Security Dealers Licence now also need to have an adequate professional indemnity insurance. The amount of insurance coverage is determined by the local insurance company, depending on the specific parameters and geography of the company’s business.
Companies incorporated in Vanuatu and operating under the Security Dealers Licence must have a local office; the director or manager of the company must spend in Vanuatu at least 6 months a year. In the case of failure to comply with these requirements the Regulator may refuse to issue licences or may revoke the issued ones. If a company uses the services of a Vanuatu-based licensed manager, it does not need to create substance in Vanuatu – the adequate substance is provided by the licensed manager.
The licensee must prepare the company’s financial statements accompanied by the report of an independent auditor approved by the Regulator and submit them to the Financial Services Commission. Financial statements must be prepared in accordance with International Accounting Standards or other standards approved by the Commission. In addition to the annual financial statements, it is also necessary to submit quarterly reports to the Regulator.
|
Services
|
Fees (USD)
|
|
Total cost of company incorporation, not including compliance fee
|
4 690
|
|
Apostille of a single document (including notarization costs)
|
from 790
|
|
Opening a local bank account (not including bank commission)
|
7 800
|
|
Security deposit
|
VUV 5 000 000 (approx. USD 43 000[6])
|
|
Legal fees for supporting the licence applications (does not include the Regulator’s application fees)
- for 1 class of licence - for each subsequent class of licence |
18 500 / 7 000
|
|
Regulator’s fees for issue of licences (for 1 class):[5]
- Principal’s Licence - Representative’s Licence |
1500 / 1500
|
|
Arranging approval by the Regulator of the Internal Auditor and his appointment
|
1 320
|
|
Drafting the KYC / AML Manual (if necessary)
|
from 2 500
|
|
Making a Business Plan (if necessary)
|
from 2 500
|
|
Professional indemnity insurance for 1 year (the amount depends on the parameters of the company)
|
from 15 950
|
|
Finding an insurance company and making an insurance policy
|
from 1 200
|
|
Arranging the office lease (includes services of finding an office, preparing and signing of a lease agreement) and finding a local employee. Office options:
- Option 1: setting up a turnkey office in a local agent’s business centre (subject to availability of office space) - Option 2: finding a third-party office with equipment |
9 900 (deposit) / 8 500 (deposit)
|
|
Office rent (depends on the size, location, and equipment of the office)
|
from 4 000 / month
|
|
Salary of a local manager (depending on the education, work experience and workload)
|
1 000 – 2 500 / month
|
|
Company renewal, starting from the second year after incorporation (does not include licence renewal fees)
|
3 800
|
|
|
(for one class)
1 000 1 000 |
|
Checking quarterly reports
|
200 / hour
|
|
Compliance fee
Payable in the cases of: - incorporation of a company, - renewal of a company, - liquidation of a company, - transfer out of a company, - issue of a power of attorney to a new attorney, - change of director / shareholder / beneficial owner, except the change to a nominee director / shareholder, - signing of documents. |
350 (standard rate, includes the check of 1 individual),
+ 150 for each additional individual (director, shareholder, or beneficial owner) or legal entity (director or shareholder) if such legal entity is administered by GSL, + 200 for each additional legal entity (director or shareholder) if such legal entity is not administered by GSL, 450 (rate for high-risk companies, includes the check of 1 individual), 100 (signing of documents). |
[1] The list is not exhaustive. Please ask your consultant for the complete list specific to your case.
[2] Fees are regularly revised and increased.
[3] At the rate VUV 1 = USD 0.0083 (at 8 August 2023).
[4] The fees are valid as of October 2023.
[5] Fees are regularly revised and increased.
[6] At the rate VUV 1 = USD 0.0083 (at 8 August 2023).
[7] Fees are regularly revised and increased.