¶ 1201
Overview
Scope of the chapter. This chapter opens Part III, which examines the Cook Islands limited liability company. It covers the statute itself, the Limited Liability Companies Act 2008 (No. 7) (the Act), and the steps by which an LLC comes into existence, stays in good standing and leaves or enters the jurisdiction. It examines the origins and place of the Act among the Cook Islands international statutes (¶ 1210); the structure of the Act, its rules of construction and the primacy of the operating agreement (¶ 1220); the Registrar and the role of the licensed trustee company (¶ 1230); formation (¶ 1240); the term of the certificate of organisation, annual reports, suspension and reinstatement (¶ 1250); the registered agent, records and accounts (¶ 1260); amendment of the articles, confidentiality, the Crown guarantee and offences (¶ 1270); and foreign LLCs, including transfer of domicile into and out of the Cook Islands and the position of a Cook Islands LLC that does business in the United States (¶ 1280). The chapter closes with a formation checklist and model provisions (¶ 1290).
The statute and its amendment. The Act received the assent of the Queen's Representative on June 25, 2008. Limited Liability Companies Act 2008 (Cook Is.). It has been amended once, by the Limited Liability Companies Amendment Act 2013 (No. 16), assented to on December 9, 2013 and in force on the following day, which added an accounting-records requirement and a new ground of involuntary dissolution. Limited Liability Companies Amendment Act 2013, §§ 2, 4–7 (Cook Is.). The fees are prescribed by the Limited Liability Companies (Fees) Regulations 2008, whose schedule was last replaced by the Limited Liability Companies (Prescribed Fees) (Amendment) Regulations 2014, in force April 1, 2014. The forms are prescribed by the Registrar under section 25 in the Limited Liability Companies (Prescribed Forms) 2008. The Financial Supervisory Commission's legislation page and the sessional legislation of the Cook Islands on PacLII list no other amending Act.
What the Act does and does not contain. The Act is short: eighty sections in nine Parts and two Schedules. It provides for formation through a licensed trustee company, a renewable twelve-month certificate of organisation, management by members or managers, a statutory standard of conduct for managers, distributions, admission and assignment, the member's creditor's charging order, dissolution, and transfer of domicile in both directions. It contains no fraudulent-transfer provision of its own, no statutory protector, no duress provision, no provision for series, no merger or conversion procedure and no Part for the registration of a foreign LLC that carries on business in the Cook Islands. Several of those gaps are the subject of a committee proposal for amendment that was submitted to the Cook Islands government on April 1, 2026 and is pending. Until Parliament enacts a bill, the proposal is not law, and this chapter describes the Act as it stands. The proposal is examined in chapter 17 (see infra ch. 17).
Relation to the other chapters of Part III. The internal law of the LLC is divided among the chapters that follow. Members, managers and the operating agreement are examined in chapter 13; the duties of managers, exculpation and indemnification in chapter 14; the charging order under section 45 in chapter 15; transfers, withdrawal and dissolution in chapter 16; and the use of the LLC in international structures, its classification for United States tax purposes and the pending proposal in chapter 17. This chapter treats those subjects only so far as formation and registration require. The Registrar's office and the Financial Supervisory Commission are examined in chapter 4 (see supra ¶¶ 410, 430, 470).
Terminology and citation. The Act uses the British spellings "organisation" and "organised", and this chapter keeps them when it quotes the Act or names a document the Act prescribes, such as the articles of organisation and the certificate of organisation. Sections of the Act are cited as "§" followed by the section number; the 2013 Amendment Act is cited as "2013 Act". Dollar amounts in the fee regulations are in United States dollars, as the 2014 schedule states. Dollar amounts in the Act's penalty provisions are not given a currency in the Act; they are stated in this chapter as the Act states them.