International Company (Company limited by shares)
The Cook Islands provides a statutory basis for the incorporation of international business entities through the International Companies Act 1981–1982. Under this legislation, entities known as International Companies (ICs) may be established either as companies limited by shares or as companies limited by guarantee—with or without share capital. This legal structure offers flexibility depending on the intended function and ownership model of the entity.
The governance of International Companies, whether share-based or guarantee-based, is determined by the provisions set out in the International Companies Act and the company’s memorandum and articles of association. These foundational documents define the company’s operational structure, the scope of its activities, and the internal relationships among its stakeholders.
Management responsibilities rest with the board of directors, who are appointed by the company’s shareholders or members. The Act requires only one director, and there are no nationality or residency restrictions for this role. This allows for international participation in corporate governance. A single individual may also serve both as director and shareholder, providing structural simplicity in small or closely held entities.
For companies limited by shares, there is no stipulated minimum capital requirement beyond the issuance of at least one share upon incorporation. Shares can be structured into various classes, each with distinct rights concerning dividend entitlements, voting powers, attendance at shareholder meetings, and rights to residual assets in the event of liquidation. These classifications allow tailored arrangements for different investors or stakeholders within the same corporate vehicle.
The minimum participation requirement for International Companies is also minimal—only one shareholder and one director are needed. Both can be individuals or entities, regardless of their residency or nationality. This low threshold for establishment makes the IC an accessible structure for various types of corporate purposes.
From a tax perspective, International Companies are considered tax residents of the Cook Islands under specific conditions. Residency for tax purposes is determined by factors such as the place of incorporation, the residency of directors, and the location of the company’s effective management. Specifically, an IC will be treated as resident if it is incorporated in the Cook Islands and, at any point during the income year, three or more of its directors reside in the Cook Islands; or if management and control functions are exercised within the jurisdiction.
Even in instances where an International Company is considered non-resident, it may still incur tax obligations in the Cook Islands if it earns income that is sourced from within the jurisdiction. The scope of what constitutes Cook Islands-sourced income is broad and may include, for example, fees earned by a Private Trust Company (PTC) in its capacity as trustee for one or more trusts.
In sum, the legal framework governing International Companies in the Cook Islands provides a degree of flexibility in both corporate structure and governance, while also establishing clear criteria for tax residency and income attribution. These companies are governed by a straightforward statutory regime, yet they must remain mindful of the jurisdictional considerations that could impact their tax obligations.
Legal
Country code – CK
Legal basis – Common law
Legal framework – International Companies Act 1981-1982
Company form – International Company (Company limited by shares)
Liability - The liability of a shareholder to the company is limited to any amount unpaid on a share held by the shareholder.
Share capital – International companies are no required to maintain a minimum share capital. Preference shares, redeemable shares, shares with or without voting rights and shares of no par value are all permitted. Issue of bearer shares is not permitted.
Shareholders – The company may be formed by 1 or more shareholders, who can be either individuals or corporations, and may be non-resident. Details of the shareholders are not disclosed on a public file. Nominee shareholders are permitted.
Directors – At least one director is required, who may be a natural or a legal person, and may be non-resident. Details of the directors are not disclosed on a public file.
Secretary – The appointment of a local qualified secretary is mandatory.
Registered Address – ICs are required to appoint a Cook Islands Trustee company as a registered agent.
General Meeting – Shareholders can agree to waive Annual General Meetings. Meetings can be held anywhere, and by telephone or other electronic means; alternatively, directors as well as shareholders may vote by proxy.
Electronic Signature – Permitted.
Re-domiciliation – A foreign entity can continue as a Cook Islands IC, and vice versa.
Compliance – An IC is required to keep accounting records that are sufficient to show the position of the IC transactions with reasonable accuracy; these records must be retained by the resident agent within the Cook Islands.
Shareholders can agree to waive accounts filing and appointment of an auditor. The only filing mandatory is an annual return with the Registrar, giving the name of the IC and address of the Registered Agent.
ICs are subject to an annual government fee. A corporate tax return must be submitted annually.
- Shareholders not disclosed
- Directors not disclosed
- Corporate shareholders permitted
- Corporate directors permitted
- Local director required
- Secretary required
- Local secretary required
- Annual general meetings required
- Redomiciliation permitted
- Electronic signature
- Annual return
- Audited accounts
- Audited accounts exemption
- Exchange controls
- Common law Legal basis
- 1 Minimum shareholders
- 1 Minimum directors
- - Minimum issued capital
- - Minimum paid up capital
- USDAny Capital currency
- Anywhere Location of annual general meeting
- 2018 AEOI
Taxes
Corporate income tax – International companies are treated as resident for the purposes of Cook Islands taxes (and subject to tax on their worldwide income at a flat tax rate of 20%) if either:
- At any moment in the income year, 3 or more of the company directors are resident in the Cook Islands; or
- The place of effective management of the company is in the Cook Islands; or
- The directors exercise control of the company from within the Cook Islands.
If the company is not tax resident in the Cook Islands, the company is only subject to taxes in the Cook Islands on any income arising from a Cook Islands source.
Other taxes – In the Cook Islands there is no capital gains tax, inheritance tax or estate duty, capital transfer tax, gifts tax or wealth tax. The main tax on resident individuals is income tax at a maximum rate of 30% on income exceeding NZD 24,000.
There is VAT at 12.5 and a stamp duty on some official transactions. There are import duties ranging from 0%–150% percent, with an average effective rate of slightly over 10% on the CIF value of all imported goods.
- Offshore Income Tax Exemption
- Offshore capital gains tax exemption
- Offshore dividends tax exemption
- CFC Rules
- Thin Capitalisation Rules
- Patent Box
- Tax Incentives & Credits
- Property Tax
- Wealth tax
- Estate inheritance tax
- Transfer tax
- Capital duties
- 0% Offshore Income Tax Rate
- 20% Corporate Tax Rate
- 0% Capital Gains Tax Rate
- 0% Dividends Received
- 0% Dividends Withholding Tax Rate
- 0% Interests Withholding Tax Rate
- 0% Royalties Withholding Tax Rate
- 0 Losses carryback (years)
- 0 Losses carryforward (years)
- 30% Personal Income Tax Rate
- 20 Tax Treaties
Country details
The Cook Islands is an archipelago of fifteen small islands, located in the South Pacific Ocean, between Hawaii and New Zealand. It is a member of the Commonwealth and it is freely associated with New Zealand. Cook Islands citizens are also New Zealand citizens.
The islands have a combined area of 236 sq. km, but the Exclusive Economic Zone occupies more than 1,800,000 square kilometers of ocean.
It is populated by about 21,000 inhabitants. Most of them living in Rarotonga Island, where is found its capital Avarua and its international airport.
Its official languages are the Cook Islands Māori and English. Its official currency is the Cook Islands dollar and the New Zealand dollar, the first pegged to the second.
The Cook Islands is a dependency with a representative parliamentary democracy, where the Chief Minister is the Head of State. The islands are self-governing in free association with New Zealand and are fully responsible for internal affairs. New Zealand retains some external affairs responsibilities, in consultation with the Cook Islands.
Its economy, like other South Pacific islands economies, is hampered by its isolation, lack of exploitable natural resources, a natural disaster-prone location, and poor infrastructure. Tourism is the main source of income and, to a lesser extent, the cultivation of tropical fruits and their processing, manufacture of clothing and handicrafts.
In addition to tourism, the other main economic sector is the offshore industry. The Cook Islands has attractive legislation that makes it possible to set up tax-free international companies, offshore banks, insurance companies, and asset protection trusts.