Cook Islands Offshore Company

Cook Islands International Company (IC)

A Cook Islands International Company (IC) or International Business Company (IBC) as it is refereed to in other jurisdictions, is an offshore entity giving individuals and corporations numerous advantages such as security and tax planning benefits. The Cook Islands are a total of fifteen islands located in the South Pacific, northeast of New Zealand and between American Samoa and French Polynesia.

The Cook Islands offshore financial sector emerged in 1982 with the passing of the Cook Islands International Companies Act, which was later accompanied by an amending piece of asset protection legislation that is regarded as the most comprehensive and secure pieces of legislation in the world, firmly ensuring the assets of foreign Cook Island investors.

Over the years, the Cook Islands government has, time and time again, supported its position as an offshore financial center, refusing to comply with foreign directives and court orders seeking to strong arm the local government and breech the impenetrable Cook Islands offshore structures. The last few years the Cook Islands, in order to comply with new international standards by the OECD and anti money laundering directives, have had to institute several automatic tax agreements and reporting requirements.

Companies incorporated in the Cook Islands enjoy structural flexibility and simple administrative procedures in a highly secure and confidential location. There are minimal reporting and regulating restrictions with comprehensive protective offshore laws that ensure client security.

There are no other offshore jurisdictions that can boast of such extensive asset protection measures—the Cook Islands are truly the safest place in the world. The Cook Islands also offers two other widely-used offshore formation products for their strong asset protection and security measures.

• Cook Islands Trust
• Cook Islands LLC

For more information on the Advantages of Cook Islands as an Offshore Financial Center, click here.

Table of Contents:

• Advantages of a Cook Islands Offshore Company
• Efficient Business Regulations
• Confidentiality And Privacy
• Asset Security And Protection
• Enhanced Privacy Law
• No Auditing Requirements
• Top Uses of a Cook Islands Offshore Company 
• Key Corporate Features
• Packages Includes
• Incorporation Requirements
• Company Taxation
• Company Corporate Details

Advantages of a Cook Islands Offshore Company

A Cook Islands IC enables companies and individuals to benefit from a number advantages including, but not limited to:

• Nominal tax (20% on profits)
• Political and economic stability
• Strict enforcement of legislation
• The world's most secure asset protection trust legislation
• An English Common Law System
• English speaking country
• Minimum disclosure requirements
• Currency diversification
• Limiting personal liability
• Flexible requirements
• Minimum financial reporting requirements

Efficient business regulations

• Fast incorporation
• Straightforward registration procedures
• No limitations to the share capital value and currency
• No requirements of minimum paid-up capital

Confidentiality and Privacy

Benefits from a closed registry
Names of directors and shareholders are not made public
Nominee shareholders and directors are also available, providing another layer of privacy

Asset security and protection

Maintained via provisions that restrict seizure, expropriation or confiscation of assets by foreign authorities or creditors

Enhanced Privacy Law

There is no public registry of International Companies, and information can only be obtained with permission from the company itself.

No Auditing Requirements

The Cook Island requirements can be bypassed through a company resolution

Top Uses 

There are no restrictions from doing business anywhere outside of the Cook Islands, except where activities are deemed as being illegal or require a license to legally conduct such business.

The only limitations are in conducting business within the Cook Islands and when such activities are in banking, insurance or real estate, which require an appropriate license.

The formation of an IC can be used for, including but not limited to:

• Offshore savings and investments
• Manufacturing
• Transportation
• Trade and distribution
• Forex and stock trading
• E-commerce
• Professional service company
• Confidentiality
• International trading
• Financial management
• Protection from foreign judgments

In addition to International Companies, the Cook Islands also offers other popular offshore vehicles renowned for their asset protection features:

Foundations: These separate legal entities are managed by a council without shareholders. They can hold assets, conduct transactions, have beneficiaries like trusts or be set up for charitable purposes. Foundations offer asset protection, inheritance planning and wealth management benefits.

Limited Liability Companies (LLCs): Blending partnerships and corporations, LLCs provide members with limited liability protection from debts. They are commonly used as underlying asset holding companies within Cook Islands trust structures for robust asset protection.

Key Corporate Features

Packages Includes

1. Government Registration Fee (First year)
2. Registered Office Address (First year)
3. Registered Agent Services (First year)
4. Company Secretarial Maintenance
5. Certificate of Incorporation
6. Memo & Articles of Association
7. Appointment of 1st Directors
8. Consent Actions of the BOD
9. Share Certificates
10. Register of Directors
11. Register of Officers
12. Register of Shareholders
13. FREE Phone and/or email consultations

Incorporation Requirements

The requirements to register a Cook Island IC are straightforward. A registered agent, acting through a Cook Islands trustee company will submit the necessary documents needed to the Registrar, including:

• Name of the IC
• Registered address of the IC
• Name and address of the registered agent

The Cook Islands Companies Act 2017 simplified registering International Companies. It requires a company constitution, allowing tailored operating agreements. Standard constitutions are available based on shareholder count. The Act also introduced an online registry system for all filings.

In terms of residency, at least one director must reside in the Cook Islands or New Zealand.

Company Taxation

A Cook Islands offshore International Company is not exempt from taxes. This includes, but is not limited to:

• Income tax
• Capital gains tax
• Sales tax
• Stock sale or transfer tax
• Capital stock tax
• Property tax
• State tax
• Gift tax
• Stamp tax
• Succession tax
• Inventory tax

It's important to note that recent legislative changes have impacted the tax exemption status for new Cook Islands companies. Effective from December 2019, any newly incorporated International Company is subject to Cook Islands corporate tax at 20% on profits, as per the Income Tax Act 1997. There is also a 15% withholding tax on dividends paid to foreign shareholders. Existing companies incorporated prior to this date were granted a transition period until December 2022 to start filing tax returns and become compliant with the new rules.

Company Corporate Details

The primary legislation governing Cook Islands companies is the International Companies Act 1981-1982. Other key Acts regulating the offshore sector include the Banking Act 2011, Foundations Act 2012, Limited Liability Companies Act 2008, International Trusts Act 1984, and several other pieces of legislation related to insurance, partnerships, trustee companies and more. You can find links to the full text of these Acts on the Financial Supervisory Commission's website.

Official Language

The official language is English although Cook Islands Maori is spoken amongst the local population.

Language of Company Name

A Cool Islands International Company may be in any language however it must be accompanied by an English translation

Exchange Controls

There are a few restrictions when dealing in New Zealand Dollars; however there are no restrictions on the movement of funds in any other currency

Type of Law

English Common Law

Principal Corporate Legislation

The International Companies Act 1981-1982 outlines the details for all International Business Companies (IBCs)

Other Offshore corporate legislations dealing with companies and services include:

• International Trusts Acts 1984
• Limited Liability Company Act 2008

And other corporate legislation dealing with banking, insurance and investing:

• Cook Islands Monetary Board Act 1981
• Offshore Banking Act of 1981
• Trustee Companies Act of 1981-82
• Offshore Insurance Act, 1981-82
• International Partnerships Act 1984

The Cook Islands Companies Act 2017 and 2021 amendment further streamlined incorporation and regulations. All company registrations and filings must now be submitted online to the Registrar through an electronic filing system.

Restrictions to Company Name

A company cannot use an identical or similar name of a company that is already incorporated

Suffixes of Limited Liability

A Cook Islands International Company must use Limited or Ltd to denote liability

Classes of Shares Permitted

Preference shares, redeemable shares, shares with or without voting rights and shares of no par value are all permitted

Taxation

Any International Company incorporated in the Cook Islands is not exempt from all local taxation. Legislative changes removed exemptions for new companies incorporated after December 2019. Companies are now subject to a 20% corporate tax rate on profits under the Income Tax Act 1997, and a 15% withholding tax on dividends paid to foreign shareholders.

Confidentiality and Anonymity

Nominee services are allowed which ensures confidentiality

Restrictions

An International Company is restricted from conducting business within the Cook Islands, as well as holding any business in real estate, insurance, or banking without the proper license.

Directors

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.

Secretary

A Cook Islands local qualified secretary must be appointed

Shareholders

There must be one shareholder, either and individual or a corporate body

Corporate Meetings

Meetings can take place anywhere in the world

Double Tax Treaties

There are no Double Tax Treaties although the Cook Islands have signed sixteen different Tax Information Exchange Agreements with other countries. However, this provision is only related to criminal matters as the Cook Island authorities never respond to foreign court orders or tax information related requests.

Cook Islands IC Company Registration with Offshore Protection

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