Cook Islands Offshore Company Formation

Legal form: The law governing International Companies is set out in the International Companies Act 1981-2. Residents of the Cook Islands are prohibited from holding a beneficial interest in an International Company. By way of exception International Companies do not need a license under the Development Investment Act 1995-6 to operate a business on the Islands, unless the business is in the field of banking or insurance. The industry received a major overhaul in 2003 in response to external developments and with the passing of the Cook Islands Financial Services Act 2003 regulation was brought up to international standards. All offshore business must now be transacted through companies registered under the Act. The following types of International Company exist in the Cook Islands: No-liability Companies, Companies Limited by Guarantee, Unlimited Companies, Mutual Funds. 

A Cook Islands International Company has the same powers as a natural person. English is the official language of legislation and corporate documentation. The following restrictions apply to a company's trading and business activities: A Company cannot trade within the Cook Islands; A Company cannot engage in the business of banking or insurance unless licensed under the Offshore Banking Act or the Offshore Insurance Act. Foreign companies may re-domicile in the Cook Islands as International Companies, and local companies may migrate to other jurisdictions. 

Name of the company: Cook Islands corporations' names must end with one of the following words, or their relevant abbreviations – Limited, Corporation, Incorporated, Societe Anonyme, Sociedad Anonima, etc. Names may be in any language as long as Roman characters are used and any standard corporate suffix is acceptable. The following words cannot be used in the name of a Cook Islands corporation: 'Trust', 'Bank', 'Insurance'. Furthermore, words such as 'Foundation', 'Charity' and others may be prohibited pursuant to the discretion of the Registry. Names denoting any connection to local, state or national governments are generally prohibited. 
Memorandum and Articles of Association: A company is incorporated in Cook Islands by application made to the Registrar of Companies. Memorandum and Articles of Association must be lodged with the Registrar. Memorandum specifies the activities in which the company may engage and Articles of Association specify the rules governing the internal management of the company. The articles of association of an International Company can be drafted so as to allow for the membership interest of any shareholder to be vested automatically in a specified person upon the occurrence of a specified event (e.g. death or bankruptcy). 

Shareholders: A minimum of one shareholder is required which may be an individual or a corporate body. The details of company beneficial owners and shareholders are not part of the public records. 

The share capital: There is no specific minimum capital requirement. The standard authorized share capital is US$ 1,000. The authorized share capital may be expressed in any currency. The minimum issued share capital is either one share of no par value or one share of par value. Cook Islands International Companies may have registered shares, bearer shares, preference shares, and redeemable shares, shares with or without par value and shares with or without voting rights. An International Company may purchase some or all of its own shares or reduce its own share capital without the need for a court order. 

Directors of the company: Cook Island International Companies require a minimum of one director and corporate directors are permitted. The names of directors do not appear on the public file. There is no requirement to have resident directors. 

Registered office and local agent/secretary: Every company registered in the Cook Islands is required to have a registered office and address there, which should be notified to the Registrar. A Registered Agent is required to ensure that company has an assigned representative at a known address to receive all service of process (legal notices) on its behalf. Cook Islands International Companies must appoint a company secretary who must be a trust company registered in the Cook Islands. 

Taxation: Cook Islands International Companies are exempt from all forms of taxation in the Cook Islands. There is zero taxation of all income, profits, dividends, royalties, compensation or other related sources of revenue. 

Audit and financial returns: There is no requirement to file audited account except in cases where the company holds an offshore banking or insurance license. A company is required to keep financial records, which should reflect the financial position of a company. An International Company must file an annual returns and must keep details of the directors, shareholders, company secretary and charges in addition to the company's books and its seal in its registered office;