Cook Islands Company Formation

The Cook Islands International Companies Act 1981-82 governs the formation and activities of international companies. This was one of the earliest examples of what is today commonly known as International Business Company ("IBC") type legislation. The structure of the Act allows companies to be formed and operated with both flexibility and administrative ease.

• Only one director required ­ can be corporate
• Only one shareholder - can be corporate
• Shareholder(s) and director(s) may be the same
• No requirement for local shareholder(s) and director(s) for Cook Islands Companies
• A local secretary is required ­ must be provided by a licensed Trustee Company

The Cook Islands incorporation documents do not carry the name or identity of the shareholder(s) or director(s). As such no names appear on the public record.

Shareholder(s) and director(s) nominee services are allowed to ensure confidentiality of beneficiaries.

• Shares can be issued with or without par value
• Shares may be issued in any legal currency or in more than one legal currency
• Shares may be paid up in cash or through the transfer of other assets or for other consideration
• The standard share capital is US$5,000 split into 5,000 shares of US$1 each
• The minimum paid in and issued capital may be one share
• Bearer shares are permitted

International Companies in the Cook Islands companies are exempted from taxes.

• Financial statements, accounts or records must be kept for a Cook Islands Company
• No requirement to file financial statements, accounts or records with the Cook Islands authorities
• Company registers must be kept in the Registered Office
• Requirement to file an Annual Return

• There is a requirement for an annual meeting of shareholder(s) but this can be wiaved
• There is no requirement for director(s) meetings
• If meetings of shareholder(s) and/or director(s) are desirable these meetings can be held by telephone or any other electronic means of communication providing that all participants can clearly hear each other.
• Meetings if thought necessary can be held anywhere in the world.

An International Cook Islands Company is restricted from doing business with Cook Islands residents or companies except where:

• It makes or maintains professional contact with solicitors, barristers, accountants, bookkeepers, trust companies, management or secretarial companies, investment advisors, or other similar persons or entities carrying on business within the Marshall Islands.
• It prepares or maintains books and records within the Marshall Islands.
• It holds within the Cook Islands, meetings of its directors or shareholders.

There are no restrictions on doing business outside of the Cook Islands by an International Company except illegal activities or such activities that require additional licensing such as: provision of banking services, insurance and trusts.

• First year government filing fees
• Certificate of Incorporation
• Memorandum and Articles of Association
• Nominee shareholder details (if required)
• Declaration of Trust from the nominee shareholder (if a nominee shareholder is required).
• Minutes of the first meeting of the subscribers
• Registered agent services including resident Secretary, (first year)
• Registered office, (first year)
• International express delivery by FedEx or DHL

• A name can be in any language as long as Roman letters are used. The Registrar may however require an English translation if a foreign language is used to ensure that the proposed name is not a restricted name.
• A name cannot be identical or similar to that of an existing company.
• The following words or their derivatives may not be used unless the relevant licenses have been obtained: bank, chartered, establishment, foundation, insurance, partnership or trust.
• Must end with Limited of Ltd to denote limited liability.