Limited Liability Company
The Limited Liability Companies Act of the Cook Islands was introduced in 2008, aiming to expand the jurisdiction’s legislative tools for structuring international business entities. Modeled in part on U.S. state-level LLC statutes, the Act provides a flexible legal basis for forming and managing limited liability companies, enabling their internal affairs to be determined predominantly by private agreement among members, rather than by detailed statutory mandates.
A Cook Islands LLC combines features of both partnerships and corporations. It grants its members protection from the entity’s liabilities, while also permitting governance through an operating agreement, much like a partnership agreement. The LLC is treated as a separate legal entity, and the liability of its members is typically limited to their agreed capital contributions, if any remain unpaid.
Management of the company is typically conducted by a board of managers, who are appointed by the members. These managers may be individuals or entities, and there are no residency or nationality restrictions imposed on them. The governing agreement—commonly referred to as the LLC Agreement—outlines the duties, rights, and relationships among the members and managers. This document is central to the operation of the LLC and may be extensively customized to reflect the specific intentions and arrangements of the parties involved.
Key aspects such as capital contributions, allocation of profits and losses, distribution rights, and different classes of membership interests can be regulated contractually. The legislation does not impose a statutory minimum or maximum capital requirement, and economic entitlements between members can be structured freely. Furthermore, the Act permits the LLC Agreement to restrict or even eliminate fiduciary duties of managers, unlike the traditional obligations imposed on directors of standard companies.
Transfer of membership interests and withdrawal rights can also be limited as stipulated in the LLC Agreement. Provisions addressing early dissolution, succession planning, and continuity of the LLC may be included, offering further adaptability depending on the anticipated needs of the members.
One of the most significant features of a Cook Islands LLC is its asset protection capability. Members’ interests cannot be seized or transferred to a creditor by court order. A creditor’s only recourse is typically a charging order, which does not confer ownership or management rights, and merely allows for the receipt of distributions, if any are declared. This mechanism protects the control and integrity of the LLC, while shielding its assets from external legal claims.
From a privacy standpoint, the jurisdiction maintains confidentiality. Details of the LLC’s members, managers, and beneficial owners are not publicly disclosed. There is no centralized or public register accessible to third parties, and there are currently no regulatory plans to alter this approach. This confidentiality is further supported by the absence of general reporting obligations and financial disclosure requirements.
Taxation is another area where Cook Islands LLCs differ significantly from onshore counterparts. They are considered tax-neutral entities, meaning that they are not subject to local taxes on income, gains, distributions, or capital contributions, provided they do not operate domestically. However, LLCs that intend to provide goods or services to Cook Islands residents must register under the Development Investment Act, which may trigger different regulatory and tax considerations.
Establishing a Cook Islands LLC involves a relatively straightforward procedure. Following the preparation and filing of the Articles of Organization, the Registrar typically issues the certificate of incorporation within one to two business days. Related governance documents—such as the LLC Agreement and internal registers—are usually completed concurrently.
Overall, the Cook Islands LLC offers a legally distinct and contractually governed vehicle for international business and asset protection purposes. When used alongside other structures, such as international trusts, it can support complex planning arrangements while benefiting from a jurisdiction known for its legal clarity, limited disclosure, and robust creditor protections.
Legal
Country code – CK
Legal basis – Common law
Legal framework – Limited Liability Companies Act 2008
Company form – Limited Liability Company (LLC)
Liability - The liability of members is limited to the extent of their capital contributions.
Capital – There is no need to register a minimum or maximum capital contribution and there are no restrictions on capital contributions subsequent to formation.
Members – A Cook Islands LLC may be set up by one or more members, who may be natural or legal persons, resident or non-resident, without limitations. There is no public LLC Registry. The identity of the LLC registered members is not available to the public.
Manager – LLC members may act as managers, or alternatively, they may appoint a manager. Corporate managers are allowed. Details are not available to the public.
Registered Address – LLCs require to appoint a Cook Islands Trustee company as a registered agent.
General Meeting – There is no statutory requirement for any formal meetings of members.
Electronic Signature – Permitted.
Re-domiciliation – LLCs may transfer their domicile from the Cook Islands to another jurisdiction and LLCs from other jurisdictions may seek registration in the Cook Islands under the legislation.
Compliance – An LLC is required to keep accounting records that are sufficient to show the position of the LLCs transactions with reasonable accuracy; these records must be retained by the resident agent within the Cook Islands.
No requirement to file annual accounts, appoint auditor or disclose any information to any Cook Islands authority. The only information that is given is through an annual return with the Registrar, giving the name of the LLC and address of the Registered Agent.
- Members not disclosed
- Members not disclosed
- Corporate members permitted
- Corporate manager permitted
- Local manager required
- Registered office or agent required
- Annual meeting required
- Redomiciliation permitted
- Electronic signature
- Annual return
- Audited accounts
- Audited accounts exemption
- Exchange controls
- Common law Legal basis
- 1 Minimum members
- - Minimum registered capital
- - Minimum paid up capital
- USDAny Capital currency
- 100% Foreign-ownership allowed
- 2018 AEOI
Taxes
Corporate income tax – LLCs are fully exempt from taxes as long as they do not offer their goods or services to residents of the Cook Islands, do not generate income from assets situated in the Cook Islands, and are not registered under the under the Development Investment Act.
(1) Subject to subsection (2), no enactment of the Cook Islands other than this Act and the enactments set out in the First Schedule to this Act, or any regulation, by-law or rule made thereunder shall -
(a) impose –
(i) any liability, duty, responsibility, obligation or restriction;
(ii) any fee, impost, tax, levy, dues, duty or excise; or
(iii) any fine or penalty on a limited liability company; or
(b) require –
(i) the deposit of any moneys in any public account by;
(ii) the filing of any accounts, returns, reports or records by; or
(iii) the licensing or registration of a limited liability company.
Subsection (2) provides that (2) Notwithstanding subsection (1), a limited liability company shall not be required to register as a foreign enterprise pursuant to the provisions of the Development Investment Act 1995-96 and shall not be subject to that Act by reason only that it –
(a) carries on business with another limited liability company;
(b) carries on business with an international company incorporated pursuant to the International Companies Act 1981-82;
(c) carries on business with a foreign company registered pursuant to the International Companies Act 1981-82;
(d) carries on business with an international partnership formed pursuant to the International Partnership Act 1984;
(e) carries on business with an international trust registered pursuant the International Trusts Act 1984;
(f) obtains legal or other professional or specialist advice or services;
(g) obtains accounting advice or has its accounts audited;
(h) operates a bank account for the purposes of investment or depositing, receiving or transmitting money due or owing by the company, or undertakes transactions with a bank for purposes associated with the company;
(i) utilises the services of a trustee company;
(j) undertakes such other activity as may be prescribed by regulation.
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 an income tax at a maximum rate of 30% on income exceeding NZD 24,000.
There is VAT at 12.5 and 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. However, the aforementioned is not generally relevant for LLCs, as LLCs generally conduct business outside of the Cook Islands only.
- Tax transparent entity
- 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
- - 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
- 12.5% VAT 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.