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To
incorporate a Cook Islands international company we require the
following information which can be provided by completing our
Cook Islands International Company Incorporation Information
Form:
1. The
name of the company. Generally this would include the word
"Corporation", "Limited", “Incorporation” or the relevant
abbreviation or some other expression which indicates a separate
corporate entity. Chinese and English company names are
available.
2.
The proposed
authorised and issued share capital. There are no minimum
or maximum share capital requirements. We suggest the
issued share capital be a nominal figure. Share capital
may be expressed in any currency and different classes of shares
may be created.
3.
Name and contact details of the shareholders or
beneficial shareholders. In most cases to facilitate a
convenient and efficient incorporation we are able to have our
Nominee Company, subscribe for a single share in the company.
We can then arrange for that share to be transferred as the
client directs or, if requested, we will provide a permanent
nominee shareholder at no extra charge. Where subsequent
allotments of share capital are made, only the amount allotted
need be disclosed in the company records held by the Registrar
of International Companies. While Cook Islands
international companies do not depend upon secrecy to be
effective, the name of the shareholder does not need to appear
on the Registrar’s records. We maintain separate registers
of members in our offices as part of the company’s own records.
Both the Registrar’s records and the company’s own records are
subject to the strict confidentiality provisions contained in
the Cook Islands International Companies Act 1981-82 (“ICA”).
Criminal sanctions apply for any breach of any of the
confidentiality provisions.
The shareholder’s name need not appear on the company’s own
records if bearer shares or share warrants are issued. If
share warrants are used, the holder of the warrant is deemed not
to be a member of the company but is entitled to become one on
presentation to the directors of the warrant and request for the
issue of shares.
If bearer shares or warrants are to be issued these must be held
at all times by a Cook Islands Custodian. Unless you specify
otherwise our Cook Island Associates will normally be the
Custodian. The Custodian must hold as part of their records the
name of the owner of the bearer share or bearer warrant, their
address and a copy of their passport or other acceptable
photograph identity document.
4.
Particulars of Directors. We require the names, addresses and
occupations of the directors. This information is required to be
filed with the Registrar of International Companies. It is not
necessary to have a resident director appointed however one of
our nominee companies may be appointed as a resident director,
if required. The resident director can be removed by the
shareholders. We provide nominee directors at additional
costs upon request.
5. A copy of the Memorandum and Articles
of Association. The client may use our standard form or an
alternative form if desired. Chinese and English versions
of the Memorandum and Articles of Association are available with
all versions of documents signed by the Registrar of
International Companies.
6. Particulars of Secretaries. It
is a requirement of the ICA that a Cook Islands resident
secretary be appointed. To this end we use a nominee
company already incorporated in the Cook Islands. Additional
secretaries located either within or outside of the Cook Islands
may also be appointed. We will therefore require the
names, addresses and occupations of any additional secretaries
to be appointed.
The registered office of the company must be in the Cook Islands
and for this purpose we specify our offices in, Avarua,
Rarotonga, Cook Islands.
In general terms the ICA provides for very flexible corporate
structures with a minimum of administrative requirements.
Ordinarily in any one year the company is only required to file
an annual return upon its renewal. We attend to this at
the time of making application for the renewal.
COSTS
The
cost of a Cook Islands international company is usually
USD1,695.00 for the first year and thereafter USD1,695.00 per
annum. These fees include the Government registration fee,
provision of a resident secretary and registered office and
provision of such nominee directors and/or shareholders as may
be required but are exclusive of costs such as telephone,
facsimile, courier and associated charges relating to the
company’s establishment.
For
additional transactional work incidental to the incorporation of
the company, our fees are charged on a time-cost basis at USD100
- USD250 per hour plus disbursements depending upon the
complexity of the work involved.
Our
fees may be paid by wire transfer to our account using our Bank
Instructions Form or by bank draft.
NOMINEE SERVICES AGREEMENT
It is
a requirement of the GT Group Offshore that we obtain a Nominee
Services Agreement whenever we provide nominee director or
shareholder services and also when we provide signatories to
bank accounts. This requirement is both for the comfort of
the client and to assist us in the proper provision of our
services. Amongst other things such an agreement avoids
any uncertainty or confusion about how, or from whom, we should
receive instructions. A copy of our Nominee Services
Agreement will be provided on request.
COOK ISLANDS DUE DILIGENCE
The Cook Islands has enacted laws to assist in the prevention of
money laundering. Those laws require that certain
information be obtained by GT Group Offshore prior to the
incorporation of a Cook Islands international company.
TAXATION
There
is no tax, duty, levy or stamp duty imposed on international
companies in the Cook Islands.
TIMING
In
terms of time frames we are usually able to incorporate
companies within a few hours provided we have received
instructions, due diligence and fees. Shelf companies are
available. We are able to operate on facsimile
instructions with original documentation to follow as required.
In terms of transactional work again we endeavour to turn this
around within a 24 hour period.
Further
information may be obtained by contacting:
Email:
[email protected]
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