Registering a holding corporation on Nauru carries with it a range of distinctive features and specific legal requirements.
Advantages derived from establishing a holding corporation on Nauru include low formation costs and freedom from bureaucratic processes in conducting all lawful activities. There is no individual and corporate taxation structure on Nauru and no exchange controls. | |
There are also minimal pre‑incorporation and post‑incorporation legal formalities, low capitalisation requirements and confidentiality. Establishing a Holding Corporation requires around 2-3 working days for processing of documentation.
While these and other advantages are available to business operations, there are specific laws that enable only genuine organisations engaged in lawful activities are able to apply for incorporation. Any unlawful activity brought to the attention of the Government of Nauru will be investigated and if such clams are found to be correct, the relevant parties will be subject to the automatic cancellation of the corporate status.
According to Nauruan Law a Holding Corporation:
- Is authorised to take up any lawful activity except trading, commercial activities or business as a factor, broker, manufacturer or dealer of goods;
- Requires a minimum of only one shareholder and one director‑such director/shareholder may be an individual or a body corporate;
- May have any amount of share capital as no minimum or maximum limits are prescribed by law, although the NAC expects a holding corporation to have a minimum reasonable share capital of A$ 1000
- May have a minimum paid up capital of 1 share of the face value of A$1 or even A$0.1 or even less, provided the amount is determinable;
- May convert itself into a trading corporation;
- May not have more than 20 shareholders;
- May issue shares of any class, such as ordinary, preference, cumulative, redeemable;
- May purchase, acquire, hold, own, pledge, transfer or otherwise dispose of its own shares‑the purchases are however restricted to the extent of unreserved and unrestricted available earned surplus;
- May cancel any part of the share capital of any class reacquired by it, other than redeemable shares redeemed or purchased, and distribute to its shareholders out of capital surplus a portion of its assets in cash or property, subject to the provisions contained in the Corporation Act 1972;
- May pay commission to any person for subscribing to the shares of the corporation at the rate authorised by the Articles of Association;
- May issue shares by way of gift and without receiving any valuable consideration up to a par value of A$10;
- May pay brokerage on the shares subscribed;
- May issue shares at either a discount or a premium;
- May not offer or issue debentures to the public;
- May make gifts of its assets even though the gift may not be for the purpose of advancing its business;
- Need not have the accounts audited by a Registered Corporation Auditor;
- May give the right to a person, not being a member of the corporation, to share in the whole or part of its gains or profits to the exclusion of its members;
- May bring about voluntary winding‑up by holders of more than 50% in number or par value of the shares of the corporation by lodging notice of their desire to wind up the corporation with the Registrar, and the directors filing the requisite declaration of solvency with the said Registrar whereupon the latter shall appoint the Official Liquidator to wind up the affairs of the corporation, which in the normal course should be completed within 120 days;
- May have its central management and control anywhere in the world;
- Is not obliged to hold meetings only at the Registered Office in Nauru‑meeting of shareholders or directors may be held at other places also;
- Is ensured confidentiality of information, as records maintained by CPAC are not accessible to any outsider‑there is a statutory bar against the records in the office of the Registrar of Corporations being searched in the case of holding corporations, except by a member, debenture holder, director or liquidator.
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