LLC in the Cook Islands
Key Information

The Cook Islands Limited Liability Companies Act of 2008 (referred to as “the Act”) governs the establishment and operations of limited liability companies, commonly known as LLCs. This legislation establishes a framework similar to that of LLCs in the United States, while incorporating distinctive asset protection measures unique to the Cook Islands.

To establish an LLC, it is mandatory to engage the services of a licensed trustee company. Cook Islands Trust Corporation Ltd is responsible for overseeing the entire process of LLC formation and provides supplementary corporate services.

Noteworthy Features

Legal Entity with Separation of Liability: An LLC functions as a distinct legal entity with limited liability, while also offering the flexibility to be considered a transparent entity in the United States.

Asset Protection Provisions: The Act includes provisions aimed at safeguarding assets, such as time limitations for challenging transfers to an LLC and the exclusive use of Charging Orders as remedies against membership interests.

Stringent Confidentiality Measures: Strict confidentiality provisions are in place to ensure the privacy and protection of LLC-related information.

Confidential Membership Records: There is no public disclosure of information regarding members or managers, enhancing the confidentiality of the LLC’s operations.

Flexibility in Management: LLCs can be directly managed by their members or overseen by manager(s) who are independent of the members.

No Resident Officer Requirement: Unlike some jurisdictions, there is no obligation to have resident officers from the Cook Islands involved in the LLC’s management.

Please note that this is a summary of the Cook Islands LLC structure and regulations, and it is recommended to seek legal advice or consult the official legislation for comprehensive information.

General Company Requirements

• A Cook Islands Registered Agent is mandatory for the company.
• The company’s accounting records must be maintained within the Cook Islands at the registered agent’s office.
• The registered agent should be kept informed of the company’s ongoing business activities.
• Copies of all Managers’ or Members’ minutes and resolutions must be retained by the registered agent.
• The registered agent must keep up-to-date Due Diligence information on the members and managers of the company.
• Statutory records, including the register of members, must be kept at the registered agent’s office.

Tax Status

Limited Liability Companies (LLCs) enjoy tax exemption in the Cook Islands.

Services

Cook Islands Trust Corporation Ltd offers a comprehensive range of administrative and accounting services, including:

• Preparation of standard articles of organization.
• Provision of a standard operating agreement or assistance with drafting a customized operating agreement.
• Formation and annual renewal services.
• Provision of a Registered Agent.
• Maintenance of accounting records and the preparation of required financial statements.
• Facilitation of bank account opening and administration.
• Arrangement of certified and legalized company documents.
• Dissolution of companies as necessary.
• The Establishment Process

To initiate the establishment of your LLC, we require a comprehensive understanding of the company’s proposed operations, activities, funding sources, and background information about the individuals involved.

Once we have this information, we will provide the necessary formation forms. Upon receipt of all required information and our initial fees, we will proceed with the LLC establishment. The Registrar issues an initial First Certificate of Organization, valid for 12 months, and renewable upon payment of the annual renewal fee.

Members and Managers must review and confirm the terms of the Company operating agreement. If necessary, they can request amendments or seek our assistance in making changes to suit the Company’s circumstances. The signed operating agreement must be returned as soon as possible after the Company’s formation.

Documentation Required

The intended member or beneficial owner of the company must complete our Company Introductory Questionnaire and LLC Establishment Form, providing details about the company.

Every Manager, Member, and beneficial owner must complete an Individual Information Form and provide documentation, including a certified copy of their passport, utility bill, and bank statement.

If any of the Managers or Members are corporate entities, they must complete an Entity Information Form and provide corporate documentation, including certified copies of the current Certificate of Incorporation, Certificate of Good Standing, Articles and Memorandum of Association, or other documents confirming the Shareholders and Directors. Individual directors or shareholders of these entities must also complete the Individual Information Form and provide related documents.

Annual Renewal Process

• Annual fees must be paid before the registration expires.
• The registered agent submits an annual return confirming company details and renewing registration.
• The Registrar issues a Renewed Certificate of Organization.
• Managers/Members should provide annual accounting information and financial statements to the Registered Agent.
• The Registered Agent conducts a Compliance check and requests any information needed to ensure the company remains compliant with Cook Islands law. Failure to provide this information may lead to the resignation of the Registered Agent.

Expiration of Registration

Upon registration expiry, the Registrar will automatically issue a suspension notice. After 30 days, the Company will be automatically suspended.

A suspended LLC cannot engage in business, but it may be reinstated by paying annual and late fees. Late penalty fees of $25 per month plus a service fee of $150 apply to late renewals or reinstatement applications.

After 12 months of suspension, the Registrar will automatically issue a Notice of Company Strike-off and Dissolution. A dissolved Company cannot be reinstated.

Should you require additional information, request a quotation or clarify any related matter, please contact one of our consultants who will be happy to assist with your enquiries.