Offshore Jurisdiction

The Cook Islands' offshore jurisdiction was conceived in 1981 when the Cook Islands' Government and the Cook Islands' financial services industry embarked on a legislative and infrastructural program to create the pre-eminent offshore centre of the South Pacific. Their mission was to create an offshore jurisdiction internationally recognized for its technical innovation, service and professionalism and not to merely emulate the technical achievements of other jurisdictions.

Characteristics of the Jurisdiction

The Cook Islands' offshore jurisdiction is well established and has the characteristics necessary to meet the offshore corporate, trustee and financial requirements of the international business community. Some of the more significant of these characteristics are described below:

Political Stability and Independence

The Cook Islands became a self-governing country under a written constitution in 1965. It has a Westminster parliamentary system and a legal system that closely reflects that of most Common Law jurisdictions. General elections are held every five years under a system of universal suffrage. Since independence only two major parties have formed governments. Both of these are fully supportive of the offshore industry.

The Cook Islands is a sovereign state and has 100% sovereign law making authority. It is completely independent from any other jurisdiction although it continues to have a close relationship with New Zealand.

The business language of the Cook Islands is English. The Cook Islands has modern communication systems that are continually being updated and improved. The Cook Islands is 10 hours behind Greenwich Mean Time and in the same time zone as Hawaii.

Tax Neutrality

At the very least everyone using the services of an offshore jurisdiction will be looking for tax neutrality. In the Cook Islands the tax rate for all offshore entities is zero.

Professional and International Trustee Companies

The Cook Islands is able to provide professionals and trustee companies of the highest quality to facilitate the establishment, maintenance and administration of the offshore vehicles provided by the Cook Islands' legislation.

The trustee companies carrying on business in the Cook Islands are a mix of multinational and established private and public companies which each provide a representative to the Cook Islands Trustee Companies Association ("CITCA"). The CITCA plays an integral part in the maintenance of professional standards and the consultative process in the Cook Islands.

Legal System

The legal system closely reflects that of New Zealand and other British Common Law countries. There is a hierarchy of courts comprising a High Court and Court of Appeal. The ultimate appellate court is the Privy Council in London sitting in right of the Cook Islands. There is a long history of respect for the rule of law.

Technical and Innovative Legislation

The Cook Islands offshore jurisdiction has been built upon the foundation provided by four pieces of legislation. The International Companies Act, 1981-82, the International Trusts Act, 1984, the Offshore Insurance Act, 1981-82 and the Offshore Banking Act, 1981. Each of these statutes is an example of modern technical innovative legislation designed to meet the requirements of clients and to keep the Cook Islands at the forefront of the offshore industry.

Due Diligence Requirements

Due diligence procedures for the incorporation of companies are being implemented in most offshore jurisdictions. The Cook Islands has introduced such procedures. These procedures are viewed as a positive step that will help to protect the reputation of the Cook Islands. Ultimately this will be for the benefit of persons with proper uses for offshore services.

All information supplied will be held confidentially in the Cook Islands.

Company Incorporation and Registration

Flexibility:

The ICA allows flexibility in the structure of international companies which also provides for administrative ease

Structure:

Only one shareholder required

No minimum share capital requirement

Shares can be in any major world currency

Shares do not have to have par value

Bearer shares are issuable

Administration:

Strict confidentiality

Shareholders can agree to waive AGMs and appointment of an auditor

Accounts do not have to be filed

Annual Returns must be filed. A Cook Islands trustee company prepares and files the documentation

Effective director and shareholder resolutions may take place via phone or fax for signing

Meetings do not have to be held in the Cook Islands

Minimum requirement of one director

No requirement for Cook Islands resident director

Re-domiciliation into or out of the Cook Islands is allowed

Companies can be liquidated

Services:

A full range of administrative and accounting services to international and foreign companies are available from any Cook Islands trustee company.

Services include:

Provision of standard memorandum and articles of association

Incorporation and annual renewal

Provision of resident secretary and the registered office

Provision of nominee shareholders

Provision of registered directors

Maintenance of accounting records, preparing financial statements and conferring with auditors as required

Provision of share registrar and transfer agent. Opening and administration of bank accounts as required

Liquidation of companies as required

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