International Company (Company limited by shares)
Companies incorporated in the Cook Islands under the International Companies Act 1981-1982 are entitled to do conduct economic activities internationally, except where activities are deemed as being illegal or require a license such as banking or insurance.
A Cook Islands International Company (IC) benefits from a fast registration procedure, strict privacy laws, anonymity, minimal reporting requirements and an exemption from all form of taxes.
The Cook Islands does not have a public registry of International Companies, and information can only be obtained with permission from the company itself. Furthermore, Cook Island IC share certificates can be issued in bearer form.
The Cook Islands has an asset protection legislation that is regarded as the most comprehensive and secure pieces of legislation in the world, ensuring the assets of foreign Cook Island investors, with provisions that restrict seizure, expropriation or confiscation of assets by foreign authorities or creditors.
The country has agreed to implement the OECD automatic exchange of information (AEoI) by 2018.
Cook Islands International Companies are commonly used for offshore savings and investments, international trade, wealth and fund management, forex and stock trading, IP holding, among others.
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.
Business restrictions – An International company incorporated in Cook Islands shall not trade within Cook Islands, own properties in Cook Islands, and shall need a license to undertake banking, insurance, assurance, reinsurance, fund management, collective investment schemes or any other activity which may suggest an association with the banking and insurance industries.
International companies may face restrictions when trading in New Zealand Dollars.
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 (minimum US$300).
- 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
- USD 1 Minimum issued capital
- - Minimum paid up capital
- USDAny Capital currency
- Anywhere Location of annual general meeting
- 2018 AEOI
Corporate income tax – Companies incorporated under the International Companies Act are exempt from all form of taxes. Trading income, investment income, capital gains, compensations, rents and royalties derived from outside the jurisdiction are exempt from taxation.
No withholding tax is levied on dividend, interest and royalty payments to non-residents.
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
- 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
The Cook Islands is an archipelago of fifteen small islands, located in the South Pacific Ocean, between Hawaii and New Zealand. It is 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 an attractive legislation that makes it possible to set up tax free international companies, offshore banks, insurance companies and specially asset protection trusts.
Please, contact us to request a free, no obligation consultation.