Limited Liability Company
The Cook Islands’ Limited Liability Companies Act was enacted in 2008 to enhance its offshore sector offer. Following the model adopted in several U.S. States, a Cook Islands LLC is a flexible entity that allows to form its structure according to its operation agreement, rather than dictated by rigid legal statutory mandates.
A Cook Islands LLC is a hybrid of both partnership and corporate structures, protecting LLC members from the debts incurred by the entity and separating the rights of its members and that of the LLC.
Besides the aforementioned structural flexibility, Cook Islands LLCs benefits from confidentiality, no reporting requirements and tax-exemption.
The Cook Islands are an offshore financial destination distinguished for its asset protection laws, ensuring the assets of foreign Cook Island investors.
A creditor cannot issue a charging order or interfere with the operations of an LLC nor seize, liquidate or force the dissolution of the company, any member of a Cook Islands LLC with a charging order can still act and exercise their rights as a member and any order that is a result of judgment in another location outside of the Cook Islands will not be enforced or recognized in the courts of Cook Island.
The country has agreed to implement the OECD automatic exchange of information (AEoI) by 2018.
All in all, the Cook Islands LLC used in conjunction with a Cook Islands International Trust, may be one of the best asset protection tools available worldwide.
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. 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.
LLCs are subject to an annual government fee (minimum US$200).
- Members not disclosed
- Managers 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
- USD 1 Minimum registered capital
- - Minimum paid up capital
- USDAny Capital currency
- 100% Foreign-ownership allowed
- 2018 AEOI
Corporate income tax – A Cook Islands LLC is a tax transparent entity, which means that any profits and losses are passed through to the members to be reported as personal income. There are no taxes, exchange controls or fees on assets or income accrued outside of the Cook Islands.
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.
- 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
- 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
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.