Cook Islands LLC Guide
What Is a Cook Islands LLC?
A Cook Islands LLC is a limited liability company formed under the Cook Islands Limited Liability Companies Act 2008. It is used to hold and manage assets with liability protection and flexible internal governance.
Under the statute, a member’s interest is personal property and can be owned by an individual, trust, or other entity, which makes the LLC a common holding vehicle in asset-protection planning.
How Does a Cook Islands LLC Work?
Management can be vested in the members or in one or more managers. Managers need not be members and may be appointed with powers allocated by the operating agreement; the Act allows this structure and treats the manager as the company’s agent for ordinary business.
If a creditor obtains a judgment against a member, Cook Islands law limits the creditor to a charging order against the member’s distributions. The creditor cannot become a member, cannot seize company assets, cannot force a sale or dissolution, and cannot interfere with management. The statute also rejects foreign interlocutory orders and refuses to enforce foreign judgments to the extent they would strip membership rights. These features are why Cook Islands LLCs are often used in cross-border protection plans.
Pairing the LLC with a Cook Islands trust is common: the trust owns the membership interest, while a manager operates the company under the operating agreement. This combination further separates ownership from control.
What Makes a Cook Islands LLC Valid?
The company must appoint and continuously maintain a Cook Islands registered agent (a licensed trustee company). If an LLC lacks a registered agent, it is deemed suspended and inoperative until reinstated. Each year, the company files a renewal and limited liability company report. The LLC must also keep at its registered office a current list of members and managers and copies of the articles and any operating agreement; these records are available to members for inspection. Service of process on the company is effected through the registered agent.
The articles of organization must include the company name, the registered agent’s name and business address, and the period of duration (which may be perpetual).
How to Set Up a Cook Islands LLC
To create a Cook Islands LLC, (1) engage a licensed Cook Islands trustee company to organize the entity, (2) prepare and file the articles of organization specifying the required items, (3) appoint a manager or state that management rests with the members, (4) adopt an operating agreement, and (5) appoint and maintain the registered agent.
If the LLC will be paired with a Cook Islands trust, the trust holds the membership interest and the manager administers day-to-day operations pursuant to the operating agreement.