Limited Liability Companies

The Cook Islands Limited Liability Companies Act 2008 (the Act) follows the model adopted in a number of U.S. States. It goes further, however, to give statutory certainty on several key issues of concern to US attorneys using domestic US LLC statutes. The Act also introduces several unique asset protection features, consistent with the approach taken by the Cook Islands in this area.

An LLC can be formed within 24 hours of CIT receiving the necessary forms and fees.

Please contact us to obtain the application forms and fee schedule.

Features

Some of the features of Cook Islands Limited Liability Companies include:

• Single Member LLCs allowed

• May be managed by the members directly, or by manager(s) independent of the members

• No requirement for any Cook Islands resident officers

• Accounts are not required to be filed

• Charging Order is the sole remedy against a membership interest

• Easy transfer of existing LLCs to the Cook Islands
   

Services

Cook Islands Trust Corporation Ltd provides the full range of administrative and accounting services to Limited Liability Companies including:

• Provision of standard articles of organisation

• Provision of standard operating agreement, or assistance with drafting specific operating agreement

• Formation and annual renewal

• Provision of resident agent

• Provision of nominee members and managers

• Maintenance of accounting records and preparing financial statements as required

• Opening and administration of bank accounts
   

Additional Benefits of forming an LLC in the Cook Islands

Enhanced Creditor Protection

Although not a substitute for the flagship Cook Islands asset protection trust, the Cook Islands LLC does provide significantly greater protection from creditors. The clarity surrounding the issue of a charging order and the status of the membership interests mean that the LLC can continue to operate without interruption from the creditors of members. For a detailed explanation of the relevant provisions please download our full article on Cook Islands LLCs.


Enhanced Privacy Law

There is no public registry of LLCs, and information can only be obtained with permission from the Company itself. The Registrar only holds name and address details of the Resident Agent. Member information is only held by the Resident Agent (being CIT).

There are significant penalties for breach of confidentiality provisions.

Exceptions to privacy law exist in cases of serious criminal activity.


Minimal Ongoing Administrative Requirements

There is no requirement to file annual accounts. The Company can pay its renewal fees and file a basic annual return effectively confirming that the provisions of the legislation have been complied with, and any changes to the Company have been lodged with the Registrar. Cook Islands Trust Corporation Ltd will attend to the preparation and filing of the annual return.


Summary

The Cook Islands LLC legislation provides a comprehensive framework for the formation and operation of LLCs. While providing enhanced protective features it is not intended to provide a substitute to the already highly recognised Cook Islands asset protection trust. Rather, it is expected to provide a useful addition to attorneys and financial advisers both on its own, and in conjunction with the establishment of Cook Islands trusts, to achieve the maximum protection along with operational flexibility.


Please contact us to obtain the application forms and fee schedule for LLCs.