Cook Islands: Types of Company
International Business Company
The "International Company" is the most commonly used offshore entity. The law governing International Companies is set out in the International Companies Act 1981-2 (as amended by the International Companies Amendment Act 2006 and 2007, and others). 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 licence 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 following are the key characteristics of the International Company:
- An International Company must file an annual return and must keep details in its registered office of the directors, shareholders, company secretary and charges in addition to the company's books and its seal;
- Bearer shares and bearer debentures can be issued; there is no minimum share capital requirement and shares of no par value are permitted;
- 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;
- Sole shareholders and directors are permitted; directors may be corporate or non-resident;
- The company secretary must be a trust company registered in the Cook Islands;
- Accounts need not be filed or audited unless the company holds an offshore banking or insurance licence;
- No stamp duty is charged on corporate documents
- There is no requirement to hold annual general meetings;
- Foreign companies may re-domicile in the Cook Islands as International Companies, and local companies may migrate to other jurisdictions;
- 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);
- An International Company can be incorporated using a foreign name, and the shares in an International Company can be issued in foreign currencies;
- There is no legal requirement to file shareholder details in the public registry either during incorporation of the company or in subsequent annual returns.
Incorporation and renewal fees are USD300 each (2012).
The full text of the International Companies Act (as amended) can be found here.