Cook Islands International Companies Act 1981-82 – Company Law

A Cook Islands company can be incorporated under the Cook Islands International Companies Act 1981-82 which governs the formation and activities of IBC’s. You will find below the key extracts from the Cook Islands International Companies Act followed by the full act.

Company Names

Except with the consent of the Minister, an international company shall not be registered by a name that, in the opinion of the Registrar, is undesirable.

An international company shall have as part its name either :the word “Corporation”,”Incorporated”, “Limited”,”Berhad”, “Public Limited Company”, “Societe Anonyme” “Naamloze Vennootschap” “Besloten Vennootschap” “Aktiengesellschaft” or there abbreviations in any language.

Registered Office

Every company shall have a registered office to which all communications and notices may be addressed. Any company who carries on business without having such an office, shall incur a penalty of ten dollars for every day during which business is so carried on.

Memorandum of Association 

The memorandum of every international company shall be printed and divided into numbered paragraphs and dated and shall state the following:

• The name of the company;
• In relation to the share capital of the company (if any); where the company proposes to issue only par value shares the amount of the share capital with which it is proposed to be registered and the division thereof into shares of a fixed amount; where the company proposes to issue only no par value shares, the number of shares; or where the company proposes to issue both par value shares and no par value shares, the fixed value of the par value shares and the number of no par value shares;
• The full name and address of the subscribers thereto
• Whether the company is a company limited by shares, a no liability company, a company limited by guarantee, a company limited both by shares and by guarantee, an unlimited company, an international shipping company, or a mutual company.

The memorandum of an international company may, in addition to the requirements of subsection (1), also state the objects of the company.

Directors

Every international company shall have at least one director, who may be a resident director, and any casual vacancy in directors may, so far as the articles do not otherwise provide, be filled by a person appointed by the continuing director or directors or, if there be none, by the Registrar on a request being made by a member of the company.

A director may be a company which may act by itself or through a nominee appointed in writing but a company other than a trustee company shall not be appointed or act as a director of more than one other company.

Every director who is by the articles required to hold a specified share qualification and who is not already qualified, shall obtain his qualification within 2 months after his appointment or such shorter period as is fixed by the articles.

Company Restoration

Where such statutory return and documents as the Registrar may direct have been lodged and the prescribed costs and fees paid, upon application in the prescribed form the Registrar, if he is satisfied that no person will be prejudiced and that due cause has been shown, may restore to the register the name of an international company which has been struck off but such restoration shall be made only upon payment of all costs, fees, charges and any arrears thereof to the Registrar and to all other persons who would have been entitled to receive them if the company had not been struck off.