How to Access the Companies and Incorporated Societies Registry

The Cook Islands Companies and Incorporated Societies Registry provides for online searching and registration of companies and incorporated societies. Here you can find information on how to create a company or society, other filing processes, how to search the registry, obtaining authority to submit filings for your company, and how to make payments for registry services. You need a separate account to make company and society filings: a PPSR account will not work in the company registry.

As a public user without an account, you may conduct an Entity Search. Details provided via the free public search are limited to the following: entity name, status, type, registration number, date of registration, and registered office address. If you want additional details you will need to create an account and fund it via an accepted payment method. You may then view the entire record of the entity, including all filings submitted. Non-account visitors to the site can also see all of the “Help” information that is available.

To gain access to the additional features, select the Log In tab from the top navigation bar you already have an account, or follow the guide below to create an account.

1. How to create an account

   1. Click on the Create Account link in the main menu.
   2. Select the registry account type option setup a Company account.
   3. Read and agree to the terms and conditions.
   4. Enter the general information for the account.
   5. Press Save.
   6. The Registrar will review your application and, if all is in order, will approve your account. You will receive an email confirming this action.

2. Features of having a companies account:

   • Register and re-register a company.
   • Register and re-register an incorporated society.
   • Ability to search on the details and filing documents of the entities.
   • Obtain authority to manage an existing company or society.
   • Make payments.
   • Search entity name availability.
   • Search for directors, shareholders, committee members and officers.
   • Search banned directors, liquidators, or receivers.

Viewing Details and Documents for a Company or Incorporated Society

Clients of the registry have the ability to see full details for companies or incorporated societies, and then order documents relating to the entity. In order to see the entirety of an entity record a fee must be paid (there are various ways to pay, see Payments section). Documents available for purchase can include: View Company Profile, Certificate of Good Standing, Certificate of Good Standing- Long Form and Certified Historical extract.

How to order details and documents

• 1. Once logged on, from the Companies and Incorporated Societies home page, click the My Entities link under the category Manage My Work.
  2. Search for the Entity by using one or more of the following criteria:
     • Registration Number.
     • Entity Name.
     • Entity Type.
     • Entity Status.
     • Registration Date From.
     • Registration Date To.
  3. When you find the correct Entity, click on the Registration Number to view the Entity Profile.
  4. Click on the Order Documents button.
  5. From the Order Documents page, select the type of document you want to order from the dropdown menu, or to just view the records select View Company Profile—Full Access.
  6. Click the Submit button to proceed to the payment page.
  7. Completed orders can be viewed from the My Orders link on the Companies and Incorporated Societies home page.

More details about the types of documents

View Company Profile, Full Access:

This order allows all users of the ordering account to see all public information on the entity profile. The user may download images of actual filing and any attachments. You can also order certificates from the Office of the Registrar "Certificate of Incorporation" and "Certificate of Removal" (with the exception of the "standard receipt"). This information is accessible for 24 hours.

Certificate of Good Standing:

This certificate confirms the entity is registered and in good standing as of the date ordered. This is not available if the entity is currently not in good standing. Generally, an entity is in good standing if it is registered and it is current on its AR filing. The certificate states the entity is in good standing and provides the current name, all past names and their dates of expiration, initial registration date, entity type, entity status, entity registration number, and the registered office address.

Certificate of Good Standing- Long Form:

This certificate displays all the information on the certificate of good standing, plus includes the full current details of the company including all addresses, directors, shares, and shareholders. For incorporated societies this would have all committee members and officers. In essence, this is an extract of all current information about the entity.

Certified Historical Extract

This certificate contains all current information that is presented in the Certificate of Good Standing—Long Form, but also includes all historical information (such as past directors or shareholders).

Making A Payment

Transactions completed for the Company and Incorporated Societies Registry may use prefunded amounts or payments made online at the time of purchase. All payments in the registry will be made in New Zealand Dollars. An account may be pre-funded with payments by credit card online, and cash or cheque deposits at the Ministry of Justice office.

If the notice or search incurs a fee, on the bottom of the filing it will show the amount due and the balance available on the account. There are two option buttons: Pay By Credit Card or Pay Remainder From Client Balance ($ available funds). Select either option.

To view your Account Balance and Transaction History, you can view your Client Account Statement by clicking on the Account Profile link on your account home page, then click the Financial tab.

Fund Account via Credit Card

1. Login and click on the Account tab in the top navigation menu.
2. From the Account Home Page, click the Fund Account/ Payment link.
3. This will open a page with the option for payment with Credit Card.
4. If there are multiple accounts, click the Search for the Account to add Funds to button.
5. Enter the account search criteria and press the Search button.
6. Select the chosen account.
7. Enter the amount to fund, and press Submit.
8. Enter the credit card details on the hosted payment gateway page and submit. No credit card information is ever relayed over the registry server environment.
9. Once the payment is complete, a transaction receipt will display to confirm the payment.

Fund Account via Cash or Cheque

1. You can add funds to your account by making a payment at the Companies Registry Office, located at the Ministry of Justice.

Managing a Company or Incorporated Society

Logged in users will see the companies over which their account has the authority to manage on their client account dashboard. Most filings, including amendments and annual returns can only be filed by users that have authority to manage the company. If you don't already have authority, please see the How to Obtain Authority to Manage an Existing Company guide.

1. General Management Steps

   1. Begin on the Companies & Inc Soc home page as a logged-in user.
   2. Under the Manage My Work, select the My Entities link.
   3. Search for the entity by using the search options or scrolling through the available items displayed below.
   4. Select the registration number.
   5. This opens to the Entity Profile.
   6. From the Entity Profile, management options include:
      • View the filing history, addresses, director/ officers, entity authority, shareholders/ subscribers.
      • Lodge a new filing by clicking the + New Filing button.
      • See below for further instructions.

2. Submit Filings from the Entity Profile Page

   1. Click the + New Filing button.
   2. Select an option from the Form Category dropdown menu.
   3. Select an option from the Forms Available to File dropdown menu. This will contain the forms that are possible to lodge.
   4. Click the Submit button to redirect to the selected form.
   5. Enter the required information and click the Submit button.

3. View the Current Status of Filings you manage

   1. Begin on the Companies & Inc Soc home page.
   2. Under the Manage My Work, select the My Filings link.
   3. The active filings list displays all filings you have lodged.
   4. If your account has authority to complete the workflow step, select the blue icon to open and complete a draft filing.
   5. Select the green icon to view the entire history of the filing.

4. Determining Filing Fees

   1. Select or hover over the Help option in the top navigation menu.
   2. Select Fees.
   3. The filing name and transaction fees are listed in a table.
   4. Search for a service by entering a key word into the search box.
   5. The entries may be sorted by Service or Service Fee by pressing the arrow icons.

Obtaining Authority To Manage a Company or Incorporated Society

You must have authority over a registered entity in order to submit change filings against it. Having authority also allows you free access to view all the information regarding the entity that is not available for free to the public. For newly created companies and societies the person submitting the application is automatically granted. That person, the applicant, can then give out authority to other persons. For example, an applicant might be a director. Other directors can request authority from the original director with authority. The requestor will search for the entity, open the entity profile, select the Request Entity Authority button, and then submit the reason that authority should be granted to them.

For existing entities, no person will have authority at the commencement of the new online registry. Therefore, a person who wishes authority must submit a request to the Registrar. The Registrar will review the request and either grant authority or else ask for additional information to make certain the grant of authority is made to a proper person.

The registrar and the person first granted authority over an entity may revoke authority for any other person, and other users may revoke their own authority. When the authority is revoked, the user with the revoked account can no longer manage the entity.

The authority of a client account over an entity can be obtained and revoked.

1. Steps for Obtaining Authority

   1. Begin on the Companies & Inc Soc home page.
   2. Under the Searches menu, click the Entity Search link.
   3. Enter the entity name or registration number and press the search icon.
   4. Select the Id for the company or incorporated society.
   5. Click the Request Entity Authority button.
   6. Enter a reason as to why the request for authority is being made and any additional information (such as, "I am a director").
   7. Click on the Request button.
   8. Wait for approval of the request.
      • If the requesting user has the same email address as a director on the entity, the user will be granted authority automatically by the system.
      • Otherwise, the current authorities on the entity will be sent an email notification advising them of the request for authority. In the "My Tasks" list, a pending task will be created for them to approve or reject the request.
      • For entities that have no person with authority over them, the request will be sent to the Registrar.

2. Revoking Authority

   This removes a client account's authority over an entity.

   1. Begin on the Companies & Inc So home page.
   2. Under the Manage My Work menu, click the My Entities link.
   3. Enter the search criteria to find the Entity.
   4. Select the Registration Number.
   5. Click on the Entity Authority tab.
   6. Click on the Revoke button.

Incorporate a New Company or Register an Overseas Company

To file an online application to incorporate a new company or register an overseas company you must first have a client account with the company registry. To set up a new account, please see the How to Access the Companies and Incorporated Societies Registry guide or click the Create Account link.

Once you have created your account, you can complete your online application to incorporate a company or to register an overseas as the same process applies. After logging into the registry, select Companies & Inc Soc from the top navigation bar. Under the Create or Update a Company section, click the link for the type of company you want to register: Register A Cook Islands Company or Register An Overseas Company.

Selecting the entity type (Cook Islands company or overseas company) will cause the correct application form to appear for you. The entity registration forms have tabs for the types of information that you must provide. After all information is collected, you will be able to review your work before it is submitted for the Registrar to review.

1. Collect Required Information

   • Proposed Company Name: The proposed name of the company in English. Note: this cannot be the same or nearly the same as a name already in use by another registered entity.
   • Company Contact Details: Contact information for the company, including the registered office and principal place of business.
   • Directors and shareholders: All of the company’s directors and shareholders must be named.
   • Company Constitution: The new Act provides 3 default constitutions that any company may use. The number of shareholders determines which of the constitutions applies. View the constitution options in the Law and Regulations dropdown in the top navigation bar. If your company is not using one of these default constitutions, you will be required to upload a copy of the company’s constitution.

2. Complete the Online Application

   • Application for incorporation of a Cook Islands Company (Form A-1):

     • Each page contains instructions for properly completing each section listed below.
     • Click the Save Draft button if you need to stop.
       1. Enter information for all of the required fields:
          • Company
          • Directors
          • Shares
          • If you are a "foreign enterprise" you will be asked to provide a BRIB Certificate
          • Addresses
          • Constitution
          • Primary Business Activity
          • Signature
          • Payment
       2. When all of the categories are filled in, click the Complete button.

   • Application for registration of an overseas company (Form A-2):

     • Each page contains instructions for properly completing each section listed below.
     • Click the Save Draft button if you need to stop.
       1. Enter information for all of the required fields:
          • Company
          • Directors
          • Addresses
          • Primary Business Activity
          • Other Documentation (evidence of incorporation from home jurisdiction)
          • BTIB Certificate
          • Signature
          • Payment
       2. When all of the categories are filled in, click the Complete button.

3. Receive Your Certificate of Incorporation

   • After your application has been submitted, it will be sent to the Registrar for review. Upon approval of your application, a Certificate of Incorporation will be emailed to you. If there are any questions about your application the Registrar will contact you via email.

Registering an Incorporated Society

To file an online application to register an incorporated society, you must first have an account. To set up a new account, please see the How to Access the Companies and Incorporated Societies Registry guide or click the Create Account link.

Once you have created your account, you can complete your online application to incorporate a society. After logging into the registry, select Companies and Incorporated Societies from the top navigation bar. After all information is collected, then you will be able to review your work before it is submitted to the Registrar for review.

1. Collect Required Information

   • Proposed Society Name: Enter the proposed name. Note: this cannot be the same or nearly the same as a name already in use by another registered entity.
   • Name and address of applicant.
   • Subscribers: Name and address for each subscriber.
   • Committee Members: Name and address for the initial committee members.
   • Officers: Name and address for each officer.
   • Addresses: Registered office address in the Cook Islands for the incorporated society.
   • Rules: A copy (PDF) of the rules governing the incorporated society.
   • Declarations: Tick the boxes affirming that the information you have submitted is true.
   • Primary Business Activity: Principal objects or field of activity.

2. Complete The Online Application

   • Each page contains instructions for properly completing each section listed below.
   • Click the Save Draft button if you need to stop.
   • When finished, click on the Complete button.

3. Receive Your Certificate Of Incorporation

   • After your application has been submitted, it will be sent to the Registrar for review. Upon approval of your application, a Certificate of Incorporation will be emailed to you. If there are any questions about your application the Registrar will contact you via email.

Re-Registering an Existing Company

The new Act gives all local and overseas companies one year to re-register under the new law. Failure to re-register will cause your company to be removed from the register.

To file an online application to re-register an existing company you must have a client account. To set up a new account, please see the How to Access the Companies and Incorporated Societies Registry guide or click the Create Account link. You must also have authority to submit filings for the company. If you don't already have authority, please see the How to Obtain Authority to Manage an Existing Company guide.

1. Collect Required Information

   • Directors: Provide the name, residential address, postal address, and nationality of each director.
   • Shares: Total number of shares issued and if there is more than one class of shares upload a page describing the different classes.
   • Shareholders: Number of shareholders, identification, and number of shares issued.
   • Addresses: Registered office in the Cook Islands and postal address.
   • Constitution: Tick a box indicating the local company accepts one of the new model constitutions, or upload the company’s own customised constitution.
   • Primary Business Activity: Principal activity of the company.

2. Complete the Online Application

   • Each page contains instructions for properly completing each section listed below.
   • Click the Save Draft button if you need to stop.
   • When all of the categories are filled in, click the Complete button.

Searching the Companies and Incorporated Societies Registry

The Company and Incorporated Society Search feature allows a user to search the Registry for information on active as well as inactive entities. The Search feature is free to all public users and logged in users. Without an account, the search features are limited to the Entity Search using an entity name or registration number. With an account, the search features are expanded to include the Entity Name Availability Search, Director And Officer Search, and Banned Person Search.