Company Formation Services
An advancing Offshore Jurisdiction
The Cook Islands stands as a forward-thinking offshore jurisdiction, with sophisticated and innovative legislation tailored to cater to:
Asset protection trusts
In the following sections, we will delve into the offshore regulations of the Cook Islands and the comprehensive services offered by TBA & Associates.
In the Cook Islands, a company cannot engage in trustee business unless it is incorporated in compliance with the Cook Islands Trustee Companies Act of 1981-1982. The scope of trustee business is quite broad and encompasses roles like acting as a trustee, executor, or administrator. Incorporation and suitability assessments are overseen by the Cook Islands Financial Supervisory Commission, including minimum capital requirements.
Cook Islands International Companies
Under the International Companies Act of 1981-1982, a company may be incorporated in Cook Islands as an international company if its shareholders are non-residents of the Cook Islands. It’s worth noting that a trustee company incorporated under the Trustee Companies Act of 1981-1982 can hold shares in an international company, even as the sole shareholder. TBA & Associates can assist you incorporating an international company in Cook Islands within 24 hours upon receiving instructions.
Setting up a Company in Cook Islands
Capital Requirements and Shares
There are no obligatory minimum capital requirements, and shares can be issued without a par value. They can also be denominated in major currencies, and bearer shares may be issued, provided they are “immobilized” with a Cook Islands custodian, often a Trustee Company.
Directors and Secretary
Only one director is mandatory to set up an international company in Cook Islands, and there is no requirement for a resident director. However, a resident secretary, who must be an officer of a trustee company, is obligatory. Additional secretaries may be appointed without the necessity for them to be residents.
Principals or promoters of international companies in Cook Islands have the option to remain anonymous, as there is no requirement to disclose details about beneficial ownership of shares. Strict legal provisions further safeguard this anonymity.
All companies must submit annual returns along with audited accounts unless a resolution at the annual general meeting of a private company dispenses with the appointment of auditors.
The Cook Islands’ insurance legislation facilitates the establishment and operation of captive insurance and reinsurance companies. Licensing for offshore insurance business is regulated by the Offshore Insurance Acts of 1981-1982 and 1984.
Banking and Merchant Banks
Banking activities in the Cook Islands necessitate a license from the Financial Supervisory Commission under the Banking Act of 2003. Licensed banks must maintain a physical presence in the Cook Islands, defined as having management and operations based within the islands.
Under the Cook Islands International Trusts Act of 1984, Trusts are sheltered from common law and statutory laws inconsistent with the Act. Trust formation is facilitated by licensed Trustee Companies. The legislation provides a tax-effective environment for tax planning and asset protection.
Cook Islands Partnerships
The International Partnerships Act of 1984 governs the incorporation of partnerships in the Cook Islands, exempting partners from taxation and duties within the Cook Islands. Partnerships must consist of non-resident partners, with at least one being a trustee company, an international company, or an incorporated foreign company.
This Act also permits the formation of Cook Islands limited partnerships, including general and limited partners. Cook Islands company formation is straightforward, and the partnership agreement need not be filed. Strict secrecy and confidentiality provisions apply.
For more details on captive insurance and reinsurance companies, or any other specific information, please contact TBA & Associates.
Cook Islands International Company (CIC)
A Cook Islands international company (referred to as “CIC”) essentially functions as a private corporation suitable for a wide range of international business activities. It boasts a straightforward organizational structure with minimal reporting and record-keeping requirements. It’s important to note that the CIC Registrar maintains privacy regarding the details of directors and shareholders, unless these shareholders request otherwise.
In response to the risk of potential blacklisting by the EU, the Cook Islands has, in line with other jurisdictions, eliminated the exemption from company tax that previously applied. This exemption no longer extends to any new company. International Companies incorporated after December 2019 are now subject to Cook Islands company tax at a rate of 20% on their profits, in accordance with the Cook Islands Income Tax Act of 1997 and the Cook Islands VAT Act of 1997. Dividends paid to foreign shareholders are subject to a 15% withholding tax. Companies that existed prior to December 2019 have until December 2022 to fulfill these requirements.
The Act contains provisions that limit the seizure or confiscation of assets by foreign authorities or creditors without just cause, thereby reinforcing the asset protection characteristics of a CIC.
CICs serve a variety of purposes, including investment, property holding, financial management, trading, manufacturing, copyrighting, and licensing. Additionally, a CIC can be incorporated to act as a Private Trustee Company for up to three trusts formed in the Cook Islands, without requiring a license.
Incorporation using the online Registrar system is swift and uncomplicated. Unlike some other jurisdictions, there are no restrictions regarding minimum capitalization, share capital value, currency, or prohibitive licensing fees.
Cook Islands companies are now subject to Cook Islands domestic tax and reporting obligations and must file with the Cook Islands tax department.
Cook Islands Limited Liability Companies
Full Tax Exempt Entity
A Cook Islands Limited Liability Company (LLC) combines elements of a partnership and a corporate structure. It is often incorporated to serve as an underlying asset holding company within an Asset Protection Trust structure, providing a layer of limited liability protection for members against the debts incurred by the LLC. A Cook Islands LLC, when used in conjunction with a Cook Islands Asset Protection Trust, offers one of the most secure methods of asset protection available.
Cook Islands LLCs offer several advantages:
- Annual filing of accounts is not mandatory.
- Information about members and managers is kept confidential.
- Foreign creditors have limited capacity, and foreign court orders are not recognized in the Cook Islands.
- Members and managers cannot be held liable for the LLC’s debts.
- Single-member LLCs are permitted.
- Creditors cannot issue a charging order or interfere with the company’s operations.
In case LLC members are not resident in Cook Islands
Place of Business and >Management is overseas
Incomes are generated outside Cook Islands
- The Cook Islands Limited Liability Company is full Tax Exempt.
Setting up a Cook Islands LLC is a structurally flexible and cost-effective process that can be completed within two days.
Our company licensing services
— What we do and do not do
Our company is EXCLUSIVELY engaged in assisting worldwide clients, either individuals or corporate entities, to get duly and properly licensed with local Regulators and Financial Authorities to get respective official licenses to legally carry out their cryptocurrency or financial related business activities.
TBA & Associates Tax Business Advisors does not provide or carry out any sort of Cryptocurrency or Financial services!
Disclaimer: While TBA & Associates strives to make the information on this website as timely and accurate as possible, the information itself is for reference purposes only. You should not substitute the information provided in this article for competent legal advice. Feel free to contact TBA Customer Services for advice on your specific cases.