Vanuatu VASP License

Vanuatu became the first Pacific island nation to enact comprehensive virtual asset legislation when the Virtual Asset Service Providers Act No. 3 of 2025 was passed and gazetted, entering into force in 2025. The Act was the product of nearly five years of work by the Vanuatu Financial Services Commission (VFSC), the Australian regulatory consultant who led the drafting process, and two dedicated government committees — the Distributed Ledger Technology Task Force and the Virtual Assets Task Force. The VFSC published its supporting application guidelines, fit and proper guidelines, cybersecurity guidelines, travel rule guidelines, and ITO guidelines alongside the Act in June 2025, creating a complete operational licensing framework from day one.

The fees structure for VASP licenses was gazetted on 16 January 2026 under the Virtual Asset Service Providers Order No. 9 of 2026 — the document that sets the binding government fee schedule for all VASP license classes. The VFSC is administered by Commissioner Branan Karae from Port Vila, with Joshua Tari serving as the dedicated Virtual Asset Supervisor and primary VFSC contact for VASP applications.

The FDL Prerequisite — What You Must Have Before Applying

The single most important structural requirement to understand before planning a Vanuatu VASP application is the FDL prerequisite. The VASP Act is explicitly designed as an extension of the Financial Dealers License (FDL) framework — and VASP licenses will only be issued to entities that already hold all four FDL classes (A, B, C, and D). An applicant that does not yet hold an FDL must obtain the FDL first, then apply for the VASP license on top of it.

This structural requirement sets Vanuatu apart from most other offshore VASP jurisdictions: it is not a standalone crypto-only license. It is layered on top of a regulated financial dealing authorization that already covers securities, FX, commodities, and digital assets as financial instruments. For operators who already hold a Vanuatu FDL Class D, the VASP license extension covers the additional virtual asset service activities defined under the VASP Act. For operators starting from scratch, both licenses need to be obtained in sequence.

Five VASP License Classes — Activities and Government Fees

The VASP Act establishes five license classes. The government fee schedule (gazetted January 2026, Order No. 9 of 2026) prescribes the following fees for each class:

Class D — Virtual Asset Exchange. Authorizes the exchange between virtual assets and fiat currencies, and exchange between one or more virtual assets. Covers centralized and decentralized exchange operations, crypto-to-fiat on/off ramps, and OTC desks. Application fee: USD 50,000. License fee (payable on approval before certificate is issued): USD 100,000. Annual renewal fee: USD 100,000.

Class D.1 — Virtual Asset Transfer. Authorizes the transfer of virtual assets on behalf of clients — covering payment services, cross-border virtual asset remittance, and wallet-to-wallet transfer services. Application fee: USD 50,000. License fee: USD 100,000. Annual renewal: USD 100,000.

Class D.2 — Virtual Asset Custody. Authorizes safekeeping and administration of virtual assets or instruments enabling control over virtual assets on behalf of clients — including private key management, cold and hot wallet custody, and digital asset administration. Application fee: USD 50,000. License fee: USD 100,000. Annual renewal: USD 100,000.

Class D.3 — Virtual Asset Financial Services / Initial Token Offering (ITO).Authorizes participation in and provision of financial services related to a virtual asset issuer's offer or sale, including ITO structuring, advisory, and management. ITO licensees must issue a white paper, submitted to the VFSC for review, and token purchasers benefit from a 10-day cooling-off period. Only companies (not individuals) may apply for an ITO license. Application fee: USD 50,000. License fee: USD 100,000. Annual renewal: USD 100,000.

Class D.4 — Virtual Asset Banking. Authorizes banking activities in relation to virtual assets. Application fee: USD 50,000. License fee: USD 100,000. Annual renewal: USD 100,000.

Application fees are payable upon submission of the license application. The license fee is payable only after the application has been approved — before the license certificate is issued. All fees (except key person change fees) are payable in USD. Changes or replacements of Directors, Managers, or Chief Technology Officers after initial approval attract an additional fee of VT 200,000 per person (payable in Vatu). No fee is charged for key persons named in the initial application.

Capital Requirements

The VASP Act requires applicants to maintain minimum unimpaired capital commensurate with the license class applied for. The VFSC Application Guidelines indicate a general minimum of approximately VT 200,000,000 (approximately USD 1.6 million) certified by an external auditor. The capital must be held either at the VFSC or in a recognized financial institution and certified accordingly. Capital requirements should be confirmed directly with the VFSC for each specific license class, as the regulator retains discretion to set class-specific thresholds.

Governance and Operational Requirements

The VFSC's fit and proper requirements apply to all managers, directors, and key personnel. The VASP Act requires:

• •<strong>Physical presence in Vanuatu</strong> — a manned physical office is required; a virtual address or registered agent address alone is not sufficient
• •<strong>Resident Director</strong> — at least one director based in Vanuatu
• •<strong>Chief Technology Officer (CTO)</strong> — a CTO must be appointed with relevant expertise in virtual asset technology and the security platform to be used by the company; the CTO's appointment requires VFSC prior approval
• •<strong>Management depth</strong> — the VFSC assesses whether the required skills depend on a single key person or whether multiple employees have relevant expertise; single-person-dependent operations will not satisfy the VFSC's competency assessment
• •<strong>Prior VFSC approval for all key persons</strong> — directors, managers, and CTOs must all receive prior VFSC approval before taking up their roles; replacements and changes require a new approval process and incur the VT 200,000 fee
• •<strong>Technology infrastructure documentation</strong> — detailed disclosure of the security platform, technology audit methodology, smart contract security (where applicable), and system resilience is required at application stage. A VFSC-appointed technology auditor may be required
• •<strong>Annual audit</strong> — audited financial statements by a VFSC-approved external auditor must be filed annually
• •<strong>Quarterly reporting</strong> — quarterly compliance and operational reports must be submitted to the VFSC

AML/CFT, Travel Rule, and FATF Compliance

All VASP licensees are subject to the Vanuatu Anti-Money Laundering and Counter-Terrorism Financing Act No. 13 of 2014 and the AML/CFT requirements issued by the VFSC. The Travel Rule applies to all VASP-to-VASP transfers above a USD 1,000 threshold — consistent with FATF Recommendation 16. Originator and beneficiary information must be transmitted for all qualifying transfers, and the VFSC has published dedicated Travel Rule Guidelines alongside the VASP Act.

Vanuatu conducted its first comprehensive national risk assessment for the virtual asset sector in 2024/2025, published by the VFSC in November 2025. The risk assessment identified areas including anonymity and pseudonymity risks, unlicensed VASP activity, and cross-border capital flow risks as priority supervisory concerns — areas that directly inform the compliance expectations the VFSC applies during application assessment and ongoing supervision. Vanuatu is also preparing for its next FATF Mutual Evaluation review, with Commissioner Karae specifically noting the importance of demonstrating full FATF Recommendation 16 Travel Rule implementation when assessors arrive.

The Fintech Sandbox — 12-Month Testing Pathway

For companies in the product development or testing stage that are not yet ready for full VASP licensing, the VASP Act provides a Fintech Sandbox Utility pathway. The sandbox allows companies to test their virtual asset products and services under VFSC supervision for up to 12 months before applying for a full VASP license. To be eligible for the sandbox, a company must have at least one year of experience operating in the sandbox utility. The VFSC publishes a dedicated Fintech Sandbox Utility Application Form (Form 2) and guidelines. Companies completing the sandbox pathway may then apply for one or more of the VASP license classes under the full application process.

ITO Licensing — Token Issuance from Vanuatu

The VASP Act provides a dedicated pathway for Initial Token Offering (ITO) issuers under Class D.3. Only corporate entities (companies, not individuals) may apply for an ITO license. ITO licensees must issue a white paper covering the business plan, funding structure, product roadmap, and conditions attached to the token, submitted to the VFSC for review before publication or distribution. Token purchasers benefit from a statutory 10-day cooling-off period — a consumer protection mechanism that provides purchasers the right to change their minds within 10 days of purchase. Operating an ITO without a license carries serious criminal penalties: VT 25 million fine and up to 15 years imprisonment for individuals.

Tax Position and Vanuatu's Offshore Structure

Vanuatu is a 0% corporate tax jurisdiction. Companies incorporated in Vanuatu pay no corporate income tax, no capital gains tax, no withholding tax on dividends or interest, and no VAT on financial services. This tax-neutral structure applies to VASP licensees operating internationally, making the overall cost of holding a Vanuatu VASP license competitive when weighed against the government fees — a USD 50,000 application fee and USD 100,000 license fee is offset by zero ongoing income tax for a profitable operator. Vanuatu licenses are perpetual in nature — they remain in force as long as compliance is maintained and annual renewal fees are paid — providing operational certainty without fixed renewal windows.

Vanuatu VASP vs Seychelles, BVI, and Cayman

Vanuatu occupies a specific position in the offshore VASP landscape that is distinct from the other Pacific-region and Caribbean alternatives. The key differentiators:

The government fee structure is higher than BVI (USD 5,000–15,000 application fee) and comparable to Cayman (USD 6,098), but the total commitment of USD 150,000 per class (application + license fee) is material and applicants should plan for this from the outset. For operators applying for multiple classes simultaneously, costs scale accordingly.

The Seychelles VASP carries stronger international recognition post its 2024 FATF grey list exit and the presence of OKX, Bybit, and eToro among its licensees. The BVI VASP requires no minimum capital and no physical office, making it more accessible for holding structures. The Cayman VASPcarries the highest institutional recognition of any offshore VASP structure. Vanuatu's advantage is its positioning as the established Pacific financial services hub with a dedicated crypto framework — the FDL-plus-VASP structure is suited to operators already present in Vanuatu or building Pacific-facing businesses. Vanuatu also holds a meaningful advantage for operators already holding Vanuatu FDL licenses, for whom the VASP extension adds virtual asset service capabilities to an existing regulated structure.

Penalties for Operating Without a License

The VASP Act sets serious penalties for unlicensed virtual asset activity. An individual operating without a license is liable on conviction to a fine of VT 25,000,000 and up to 15 years imprisonment. Corporate penalties are correspondingly severe. The VFSC has made clear that it intends to use these enforcement tools — the national risk assessment and FATF preparation process have both identified unlicensed activity as a primary regulatory concern, and the VFSC is actively monitoring the market.

How Zitadelle AG Assists with Vanuatu VASP Licensing

Zitadelle AG provides end-to-end support for Vanuatu VASP licensing — from FDL prerequisite assessment and application through to VASP license preparation and VFSC submission. Our service covers: regulatory scoping and license class determination; Vanuatu company incorporation; FDL application support for clients who do not yet hold the prerequisite license; VASP application preparation including all VFSC prescribed forms (Form 1), AML/CTF compliance programme drafting, cybersecurity framework documentation, and technology infrastructure plan; fit and proper documentation for all directors, managers, and CTOs; VFSC application liaison; ITO white paper preparation and VFSC ITO registration; Fintech Sandbox pathway advisory; and post-licensing ongoing compliance including quarterly reports and annual audits.

For operators evaluating Vanuatu alongside other offshore VASP jurisdictions, we provide a comparative analysis of Vanuatu versus Seychelles, BVI, Cayman, and Mauritius based on the specific business model, target markets, capital available, and existing regulatory footprint.