Cook Islands

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Key Corporate Features

General Information

Named after Captain Cook, who sighted them in 1770, the islands became a British protectorate in 1888. By 1900, administrative control was transferred to New Zealand; in 1965 residents chose self-government in free association with New Zealand. The emigration of skilled workers to New Zealand and government deficits are continuing problems. Since obtaining self government, the Cook Islanders have retained New Zealand citizenship.

Location: Oceania, a group of 15 islands in the South Pacific Ocean, about one-half of the way from Hawaii to New Zealand. The main island of Rarotonga is 3000 km northeast of Auckland, New Zealand. Total population of the island group is approximately 21,000. The official language is English.

The Government has reaffirmed continuing support and encouragement for the development of Rarotonga as a financial centre. There are two main political parties, the Democratic Alliance Party and the Cook Islands Party, which between them hold all seats in Parliament. Both parties support the Cook Islands status as an offshore financial centre. Executive authority is vested in Her Majesty the Queen. The Queen's representative is appointed upon the advice of the Cook Islands Government. Executive government lies with a cabinet comprising the prime minister and nine other ministers appointed by the prime minister.

The Cook Islands has growing international stature and is a member of the South Pacific Forum, the Asian Development Bank and the Economic Commission for Asia and the Pacific.

Like many other South Pacific island nations, the Cook Islands' economic development is hindered by the isolation of the country from foreign markets, the limited size of domestic markets, lack of natural resources, periodic devastation from natural disasters, and inadequate infrastructure. Agriculture, employing about 70% of the working population, provides the economic base with major exports made up of copra and citrus fruit. Black pearls are the Cook Islands' leading export. Manufacturing activities are limited to fruit processing, clothing, and handicrafts.

However there has been a substantial expansion in the offshore industry with the advent of innovative and progressive legislation to facilitate the establishment of a variety of offshore structures including international business companies, offshore banks, offshore insurance companies and wealth preservation trusts.

The local currency is the New Zealand Dollar. Exchange Control exists only in relation to certain dealings in New Zealand Dollars. There are no local restrictions on the movement of funds to or from the Cook Islands in other currencies and funds may be held and business transacted in the Cook Islands in any currency.

The local type of law is based on English common law. The principal corporate legalisation is The International Companies Act 1981-1982.

Company Information

The type of company for international trade and investment is the International Business Company, which may be a no liability company, company limited by guarantee, unlimited company and mutual company.

The procedure to incorporate a Cook Islands IBC is quite simple and consists of the filing of Memorandum of Incorporation with the Registrar of International Companies.

There are the following restrictions on trading: a IBC cannot trade within the Cook Islands or undertake the business of banking or insurance unless licensed under the Offshore Banking Act or the Offshore Insurance Act.

A Cook Islands International Company has the same powers as a natural person. The language of legislation and corporate documents is English. Shelf companies are available, the time to incorporate is about three days.

There are certain name restrictions: anything identical to or similar to a company already incorporated is forbidden. The name can be in any language but must be accompanied by a translation in English.

The suffixes to denote a limited liability company are: Limited or Ltd. There is no disclosure of beneficial ownership to authorities.

Compliance

There are no minimum requirements regarding the issued share capital. The following classes of shares are permitted: bearer shares, preference shares, redeemable shares, shares with or without voting rights and shares of no par value. International entities including International Companies are exempt from taxation.

The actual registration fees are: US$ 500 payable on the registration of the company and US$ 500 annually thereafter. There is no financial statement requirement although all companies must lodge annual returns accompanied by audited accounts. However this latter requirement can be dispensed with by company resolution!

The minimum number of directors is one. Directors may be either a body corporate or a natural person. They may of any nationality and need not be resident in the Cook Islands. A company secretary must be appointed. He must be a Cook Islands resident. The minimum number of shareholders is one.

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