Establishing a trading corporation on Nauru provides a range of corporate advantages with the flexibility that is essential for businesses in the global economy.
Trading corporations in Nauru operate in a regulatory environment that provides complete freedom for the conduct of lawful activities, and does not maintain an individual or corporate tax structure or exchange controls.
Administrative reforms ensure a minimum of bureaucratic red tape to delivered faster processing time for establishing a holding corporation with only essential pre-incorporation and post incorporation legal formalities. This means incorporation costs are kept ti a minimum and only a low level of capitalisation is required.
There is no regulatory interference in lawful operations and genuine promoters have the assurance of confidentiality. | |
Any unlawful activity brought to the attention of the Government of Nauru will be investigated and if claims are found to be correct, relevant parties will be subject to the automatic cancellation of the corporate status.
According to Nauruan Law a Trading Corporation:
- May take up trading, manufacturing and any other activity so long as such activity conforms to the laws of Nauru or the laws of the country in which it operates;
- Should have at least two directors and two shareholders‑such directors/shareholders can be either individuals or bodies corporate;
- May have any amount of share capital as no minimum or maximum limits have been prescribed, although CPAC expects the corporation to have a minimum authorised share capital of A$1,000;
- Should have a. minimum paid‑up capital of two shares of the face value of A$1.00, or even A$0.1 each, or even less, provided the amount is determinable;
- Is not authorised by the standard Articles of Association to issue bearer shares but they may be amended to provide for issue of such shares;
- May not convert from a trading to a holding corporation under the Act;
- Is not restricted with regard to the number of shareholders;
- Is permitted to issue any class of shares, such as ordinary, preference, cumulative, redeemable, non‑cumulative, irredeemable etc.;
- Is not permitted to purchase, acquire, hold, own, or pledge its own shares;
- Is not permitted to cancel any part of the share capital of any class reacquired by it, and is not permitted 'to distribute to its shareholders out of capital surplus a portion of' its assets in cash or property;
- Is permitted to pay commission to any person for subscribing to the shares of the corporation at a rate not exceeding 10% of the price at which shares are issued;
- Is permitted to pay brokerage to the subscribers of its share capital;
- Is not permitted to issue shares at a discount;
- Is permitted to offer and issue debentures to the public;
- Is obliged to maintain accounts and present them to the shareholders for adoption (amended)
- Is subject to a right of public inspection in respect of documents filed with the Registrar of Corporations; however, the records maintained by the Central Pacific Agency Corporation are not accessible to a third party without the permission of the promoters. or sponsors of the corporation;
- In the event of voluntary winding‑up, may by special resolution appoint a liquidator; otherwise, the Registrar has the powers to appoint an Official Liquidator;
- Is permitted to have its central management and control anywhere in the world;
- Is not obligated to hold meetings only at the registered office in Nauru‑meetings of shareholders or directors can be held at other places also;
- Is permitted to open and close branches readily, and also branch registers of shareholders and debenture holders;
- May redeem shares or subject them to forfeiture on a specified event.
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Copyright © 2008 Nauru Agency Corporation |
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