Tuvalu company formation for a Tuvalu gaming license

Tuvalu company formation at a glance

Entity type

No Tuvalu vehicle for offshore gaming; TGA licensees are foreign companies (e.g. Costa Rica SRL, offshore IBCs, existing operating companies)

Governing law (Tuvalu)

Companies Act (Cap. 40.08) for domestic companies; International Companies Act 2009 (Cap. 40.34) for international companies, which are restricted to shipping

Registry

Domestic: Ministry of Finance business registration (business@gov.tv); international: Registrar of International Companies appointed by the Minister (s.75)

Minimum capital

None stated in Cap. 40.34 (authorized capital in US$, shares fully paid before issue); the TGA FAQ states no capital threshold for the license

Shareholders

Cap. 40.08: at least two members (s.32); Cap. 40.34: no express minimum. For the license: whatever the chosen foreign jurisdiction allows

Directors

Cap. 40.34: at least two natural persons over 21 (ss.37(5), 39(1)); TGA license: no local director

Local resident requirement

None for the TGA license; a Tuvalu company would need a registered office in Tuvalu and, for an international company, a Minister-licensed registered agent (ss.32–33)

Corporate tax

Income Tax Act (Cap. 26.16) taxes companies incorporated in Tuvalu or managed from there; the s.69 exemption covers shipping international companies only; 0% gaming tax as published by the TGA agent

UBO register

No beneficial-ownership register in either Companies Act; the TGA runs a fit-and-proper test on directors, shareholders and UBOs

Accounts/audit

Driven by the licensee's home jurisdiction; Cap. 40.34 requires an annual return with a solvency statement (s.46)

Time to incorporate

Foreign vehicle: 2–4 weeks before filing, per the TGA FAQ (indicative); license 3–4 weeks after that

What the gambling regulator expects of the company

• The TGA FAQ states that applications are accepted from companies registered in various jurisdictions and that no local entity or capital threshold is required; the agent states that "nothing has to be incorporated in Tuvalu".
• The applicant must be an incorporated company: the agent asks for KYB incorporation and ownership documents, a signed platform agreement, proof of ownership of each domain and a named compliance officer.
• Directors, shareholders and UBOs go through a fit-and-proper test; KYC is a passport and a utility bill per individual.
• Adviser sources state that companies from FATF-listed or sanctioned jurisdictions are not accepted; get written confirmation that your chosen jurisdiction is acceptable before you incorporate.
• A Principal License covers up to 15 operator permissions, each held by a separate legal entity, so group structures need one company per operator.
• Because the TGA's statutory basis is unverified, pick a vehicle that can also hold an Anjouan or Curaçao license and open accounts on its own merits.

License fees, process and documents: Tuvalu gaming license.

Which Tuvalu entity to use

How to incorporate in Tuvalu

1. Week 0

   Legal and partner check

   Obtain a view on the TGA's legal basis and written confirmation from your platform, PSPs and the agent that they accept both the license and the jurisdiction of the company you plan to use.

2. Week 0–1

   Choose the vehicle

   Decide between an existing company and a new one (Costa Rica, Anjouan, Nevis, BVI, Marshall Islands or onshore), with tax advice on where it will be managed.

3. Weeks 1–4

   Incorporate abroad

   Form the company through a licensed local agent or notary in the chosen jurisdiction; the TGA FAQ allows 2–4 weeks for this.

4. Weeks 3–4

   Corporate set and domains

   Certified or apostilled corporate documents, ownership chart to the UBO, and domains registered in the company's name.

5. Weeks 4–5

   Pre-approval

   Submit KYB and KYC to the TGA's agent; pre-approval takes about 4–5 working days.

6. Weeks 5–8

   Full file and issue

   Policies, platform agreement and compliance officer details; review of about 2–3 weeks, then the license number appears on the TGA register.

7. Parallel

   Banking and PSPs

   Open EMI, PSP or crypto-processing relationships in the vehicle's jurisdiction or abroad; none of them will come from Tuvalu.

Documents you will need

• Certificate of incorporation, memorandum and articles of the applicant company
• Registers of directors and shareholders, and a certificate of good standing where available
• Signed ownership chart to the ultimate beneficial owner, disclosing any trusts or nominee arrangements
• Passport and utility bill for each director, shareholder, UBO and key manager
• Source-of-funds statement with supporting evidence
• Board resolution approving the license application
• Signed platform or supplier agreement and proof of ownership of each domain
• Compliance officer name, email and telephone number

Tax

Tuvalu gaming tax

0% on GGR, as published by the TGA's agent; no official schedule

Tuvalu income tax

Applies to companies incorporated in Tuvalu or controlled or managed from there (Cap. 26.16, s.2); a foreign licensee managed elsewhere is not Tuvalu-resident

Tuvalu IBC exemption

Cap. 40.34 s.69 exempts international companies from income tax, but only shipping companies qualify

Vehicle jurisdiction

Corporate tax, VAT and annual levies of the country where the licensee is incorporated (e.g. Costa Rica legal-entity tax)

Where you are managed

Place-of-management, permanent-establishment and CFC rules in the owners' and directors' countries can tax the licensee's profits

Annual upkeep

Banking and payments

There is no Tuvalu banking route: Tuvalu has no central bank, uses the Australian dollar, and the IMF has warned that the National Bank of Tuvalu's correspondent relationships are at risk. Banking follows the vehicle and the people behind it, not the license, so plan on EMIs, high-risk PSPs and crypto processors that have confirmed in writing that they accept a Tuvalu license. An onshore or well-known offshore vehicle with real management will open more doors than the cheapest shell.

How we prepare the underwriting file: payments and banking.

Mistakes to avoid

1. Buying a "Tuvalu IBC" for gaming: Cap. 40.34 confines international companies to shipping, so the company would be outside its permitted objects and exposed to penalties and strike-off.
2. Incorporating before the agent confirms that the chosen jurisdiction is acceptable, especially for FATF-listed or sanctioned countries.
3. Assuming 0% Tuvalu tax means 0% tax: the vehicle's own taxes and the place of management decide the group outcome.
4. Picking a vehicle that cannot later hold an Anjouan, Curaçao or EU license if the Tuvalu license loses acceptance.
5. Registering domains or payment accounts in a founder's personal name instead of the licensee company.

Tuvalu compared

Every formation jurisdiction side by side: company formation for gambling licenses. Licenses compared: gambling license jurisdictions. How we work: gambling consulting services.

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