Foreign Company

The Cook Islands International Companies Act 1981-82 (the "ICA") also governs the registration and activities of Foreign Companies in the Cook Islands.

Foreign Companies are incorporated outside of the Cook Islands and are registered as foreign companies under the ICA. Registered foreign companies may establish a branch with a place of business in the Cook Islands. A Cook Islands trustee company will handle the registration process and administrative duties for those wishing to register a Cook Islands Foreign Company.
 
Advantages:

1. No minimum capital requirement

2. Share capital able to be expressed in any currency.

3. No obligation to disclose the beneficial ownership to regulatory authorities

4. Tax free status in the Cook Islands Strict confidentiality provisions

5. If done instead of incorporating a new company it may simplify the corporate structure

Registration

Once all required information, and the initial fees have been received registration can be completed within 24 hours. There are two levels of information required:

1. Documents to enable registration with the Registrar; and

2. Documents and information required for internal due diligence procedures.

Upon registration the Registrar issues a Certificate which is valid for a period of 12 months and which may be renewed upon payment of the prescribed fee.

Registration Documents

A company incorporated outside the Cook Islands and wishing to register as a foreign company pursuant to the Act is required to lodge the following documents with the Registrar. These documents should be sent to a Cook Islands trustee company in the first instance and they will provide to the Registrar the correct forms.

1. A certified copy of its Certificate of Incorporation or registration in its place of incorporation, or a document of similar effect.

2. A certified copy of its charter, statute or Memorandum and Articles of Association or similar constitution documents.

3. A certificate of incumbency or similar showing the list of its directors and officers.

4. A memorandum of appointment or power of attorney under the seal of a foreign company stating the name of the Cook Islands trustee company that is authorized to accept service of process and notices.

5. The address of the registered office in the Cook Islands which must be the principal office of a trustee company.

6. A declaration in the prescribed form setting out particulars of its authorized capital. A Trustee Company can provide the form for this declaration.

Due Diligence Requirements

Every Director and Shareholder of the Foreign Company must complete a client information form and provide information such as full name, residential address, place of birth, nationality etc. They must all also provide a copy of their passport certified as a true copy by a lawyer, banker, or court official and an original utility bill or bankers reference including the individual's name and address.

If any of the Directors or Shareholders are themselves corporate entities then the trustee company will require all of the information listed in (a)-(c) above. The directors or shareholders of those entities will also be required to provide the same level of due diligence information. 

Share this