OTHER OFFSHORE STRUCTURES
A Cook Islands international company (“CIC”) is essentially a private corporation which is suitable for any international business activity; it has a simple organisation structure without any excessive reporting and record keeping requirements. The Registry is a closed registry and details of the directors and shareholders are not made private unless the shareholders request otherwise.
In response to the threat of being black listed by the EU, the Cook Islands has followed other jurisdictions and removed the exemption from Cook Islands company tax. The exemption no longer applies to any new company. International Companies incorporated after December 2019 are subject to Cook Islands company tax at 20% on profits pursuant to the Cook Islands Income Tax Act 1997 and the Cook Islands VAT Act 1997. Dividends paid to foreign shareholders are subject to a 15% withholding tax. Companies existing prior to December 2019 have until December 2022 to file.
Provisions in the Act that limit asset seizure or confiscation by foreign authorities or creditors without just cause strengthen the asset protection properties of a CIC.
CIC’s can be used for a number of purposes such as investment, property holding, financial management, trading, manufacturing and copyrighting and/or licensing. In addition A CIC can be incorporated to act as a Private Trustee Company without licensing for up to 3 trusts registered in the Cook Islands.
Incorporation using the online registry system is fast and straight forward. Unlike other jurisdictions, there are no minimum capitalisation regulations, no limitations to the share capital value and currency nor any prohibitive license fees.
Cook Islands companies are now subject to CI domestic tax and reporting requirements and will be required to register with the Cook Islands tax department.
A Cook Islands LLC is a blend of a partnership and corporate structure. Often incorporated for use as an underlying asset holding company for use in an Asset Protection Trust structure. An LLC provides a layer of limited liability protecting the members from the debits incurred by the LLC. A Cook Islands LLC together with a Cook Islands Asset Protection Trust forms that most secure method of asset protection available.
Cook Islands LLC’s have several benefits:
- Annual filing of accounts is not required
- Information on members and managers are kept private
- Foreign creditors are limited in their capacity and foreign court orders are not recognized in the Cook Islands
- Members and mangers cannot be held liable for the debits of the LLC
- Single member LLC’s permitted
- A creditor cannot issue a charging order or interfere with the operations fo the company
A Cook Islands LLC has structural flexibility within a cost effective registration process and can be registered within 2 days.
Cook Islands foundations also provide strong asset protection provisions.
Unlike a trust, a foundation is a separate legal entity. A Cook Islands foundation is managed by a council of members, can hold assets and enter into agreements with third parties very similar to a company. However, unlike a company a foundation does not have any shareholders. A Cook Islands foundation can have beneficiaries similar to a trust or alternatively it can be setup purely for charitable purposes. Foundations can also be using for inheritance and estate planning and wealth management.
The founder (similar to settlor in a trust) may retain a certain measure of control over the foundation assets by reserving powers under its rules. These are usually powers relating to the appointment and removal of beneficiaries, power to determine investment profile and in some cases the power to revoke the foundation.
The Act stipulates that while there are certain matters that must be addressed in the rules of a Cook Islands foundation, there is considerable flexibility in how these rules are drafted. Founders can clearly set out how beneficiaries benefit and how the foundation carries on its business.
The asset protection provisions contained in the Cook Islands Trusts Act are also present in the Cook Islands Foundations Act. Judgements must be brought in a court of law in the Cook islands therefore a creditor or founder is required to commence proceedings against the founder and foundation in the Cook Islands High Court. There is a 2 year statute of limitations on claims to set aside the foundation or challenge the transfer of assets to the foundation.
The foundation is independent from the founders personal circumstances which means a foundation is not affected in the event that a founder becomes bankrupt or insolvent.
Overseas foundations may be migrated to the Cook Islands and likewise Cook Islands registered foundations may be migrated from the Cook Islands. Migration in allows existing foundations to take advantage of the protections contained in the Act.