Cook Islands LLC Formation
(Cook Islands Limited Liability Company)
Overview of a Cook Islands LLC Formation
A Cook Islands LLC (Limited Liability Company) formation is a flexible, offshore, international LLC company model that gives a broad foundation, allowing the company to form its structure according to its own rules, rather than through a rigid mandate. company model that gives a broad foundation for overseas business operations.
As the demand for flexible offshore company structures became apparent within the offshore market, The Cook Islands International Limited Liability Companies Act 2008 was passed, echoing the continuing growth of the Cook Islands offshore sector. The passing of this piece of legislation makes the Cook Islands one of the most strategic jurisdictions to form an international LLC.
An LLC is a blend of both partnership and corporate structures by providing a layer of limited liability, protecting owners from the debts incurred by the LLC. A Cook Islands LLC offers further protection from the strong arm of foreign governments and creditors, by separating the rights of its members and that of the overseas LLC. A Cook Islands LLC coupled with an International Trust is the strongest, single-jurisdiction offshore asset protection product currently available.The Cook Islands continue to grow as an offshore financial destination, while at the same time frequently amending their offshore protection laws, ensuring the security of investors. A Cook Islands LLC enjoys structural flexibility, complete confidentiality, as well as minimal reporting and regulating procedures. It is no wonder why today the Cook Islands is the most exciting place in the world to establish an offshore presence.
Key Corporate Features of a Cook Island LLC
|Cook Islands LLC||Corporate Details|
|Type of Entity||Limited Liability|
|Type of Law||English Common Law|
|Governed by||Limited Liability Companies Act 2008|
|Registered Office in Cook Islands||No (but must have a registered local agent)|
|Our time to establish a new company||3 days|
|Minimum government fees (excluding taxation)||USD $200|
|Access to Double Taxation Treaties||No|
|Publicly accessible records||No|
|Location of meetings||Anywhere|
|Corporate directorship allowed||Yes|
|Publicly accessible records||No|
|Corporate shareholder allowed||Yes|
|Location of meetings||Anywhere|
|Local or qualified||No|
|Requirements to prepare||No|
|Requirements to file accounts||No|
|Publicly accessible accounts||No|
|Recurring Government Costs|
|Minimum Annual Tax / License Fee||USD $200|
|Annual Return Filing Fee||USD $200|
|Requirement to file annual return||Yes|
|Migration of domicile permitted||Yes
Top Uses & Advantages of a Cook Islands LLC
The operating agreement of a Cook Islands LLC may contain provisions for the conduct of any type of business as long as it is lawful. This includes, but is not limited to businesses dealing in:
- Real estate
- Estate planning
- Tax structuring flexibility
- Asset protection*
- Confidentiality of assets
* Used in conjunction with a Cook Islands International Trust, provides the most secure form of asset protection available.
A Cook Islands LLC has a number of advantages that individuals and investors may benefit from, including but not limited to:
- Annual filing of accounts are not required
- Shareholders and Directors is known only by the trustee company
- Foreign creditors are limited in their capacity
- Foreign court orders are not recognized by the Cook Islands
- Members and Managers cannot be held liable for the debts of the LLC
- Flexibility of LLC structure as defined by the LLC rather than a restricting legislative mandate
- The LLC can be managed by the members or by managers independent of the members
- Complete confidentiality
- Less administrative processes than most corporations
- Asset protection benefits are not found anywhere else in the world
- Single Member LLCs are permitted
- No requirement for local presence
- Transfer of existing LLCs to the Cook Islands is possible
- Supportive and strong asset protection and privacy legislation
Enhanced Privacy Law
No public LLC Registry—information may only be obtained from the Company itself
No requirement to prepare annual accounts, appoint auditor or disclose any information to any Cook Islands authority. The only information that is given is through an annual return with the Registrar, giving the name of the LLC and address of the Registered Agent.
Enhanced Creditor Protection
A creditor cannot issue a charging order or interfere with the operations of the company nor seize, liquidate or force the dissolution of the company, however a Cook Islands LLC is not a substitute for an International Trust—the Cook Islands flagship asset protection product.
Requirements for a Cook Islands LLC
The requirements to register a Cook Island LLC 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 LLC
- Registered address of the LLC
- Name and address of the registered agent
Taxation of a Cook Islands LLC
Corporate Details of a Cook Island LLC
Official LanguageThe official language is English although Cook Islands Maori is spoken amongst the local population.
Type of LawEnglish Common Law
Principal Corporate LegislationLimited Liability Companies Act 2008
Registered OfficeNo. But must have a locally registered agent
Minimum Government FeesUSD $200
Publicly Accessible RecordsNo
AccountsThere are no requirements to prepare, audit, or file accounts
TaxationAny International Company incorporated in the Cook Islands is exempt from all local taxation.
Managers and MembersSingle member LLCs are permitted
Double Tax TreatiesThere are no Double Tax Treaties agreements 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.
Legislation and Limited Liability
The Limited Liabilities Companies Act 2008 recognizes that the member/manager and the LLC are separate legal entities. Consequently, an action against a member is not sufficient for any injunctions to be used against the LLC.
- Two year statute of limitations on fraudulent transfers
- Complete bar on claims against a trust that is funded while the settlor is solvent
- There must be a substantial burden of proof that is beyond a reasonable doubt
- Non-recognition of foreign judgments