Cook Islands Company Law - Cook Islands International Companies Act 1981-82

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.

§22. Company Names

(1) 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.

(2) 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.

§18. Memorandum of Association

(1) 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.

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

§83. Directors

(3) 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.

(4) 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.

§85. (1) 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.

§43. Share Classes

(1) An international company shall have power to issue the number of shares stated in its memorandum and those shares may be shares having a par value, or may be shares having no par value, or a combination of both, and may be divided into one or more classes, with such designations, preferences, limitations and relative rights as shall be stated or provided for in the articles and all prices and values given in respect of shares shall be expressed in dollars or in the money of any other country.

(2) The articles may limit or deny voting rights of or provide special voting rights for the shares of any class or the shares within any class to any extent not inconsistent with the provisions of this Act or the regulations.

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