CONSTITUTION OF IBC

The registered agent named in the Memorandum may, by subscribing to a Memorandum and to Articles, incorporate a company under IBC Act (S.3). Subject to any limitations in its Memorandum or Articles and IBC Act, a company has the power, irrespective of corporate benefit, to perform all acts and engage in all activities necessary or conducive to the conduct, promotion or attainment of the objects or purposes of the company (S.9 (1)).

Name of company
The word "Limited", "Corporation", "Incorporated", "SociÈtÈ Anonyme", "Sociedad Anonima", "Company", "Limitada", "SociÈtÈ par actions", "SociÈtÈ ? responsabilitÈ", "Gesellschaft mit beschrankter Haftung" or "Aktiengesellschaft" or the abbreviation "Ltd", "Corp", "Inc", "A/S", "AG", "N.V.", "B.V.", "GmbH", "S.A.R.L.", "S.?.r.l." or "S.A." or any other words or abbreviations which signify limited liability and which are approved by the Registrar must be part of the name of every company incorporated under IBC Act, but a company may use and be legally designated by either the full or the abbreviated form (S.11 (1)).

No company shall be incorporated under a name that -

- Is identical with that under which a company in existence is already
  incorporated under IBC Act or registered under the Companies Act or so
  nearly resembles the name as to be calculated to deceive, except where
  the company in existence gives its consent; or 
- Contains the words "Assurance", "Bank", "Building Society", "Chamber of
  Commerce", "Chartered", "Cooperative", "Imperial", "Insurance",
 "Municipal", "Royal", "Trust Company", "Trustee Company", or a word
  conveying a similar meaning, or any other word that, in the opinion of
  the Registrar, suggests or is calculated to suggest the patronage of Her
  Majesty or that of a member of the Royal Family, a connection with Her
  Majesty's Government or a department thereof, or a connection with a
  municipality or other local authority or with a society or body
  incorporated by Royal Charter; except with the approval of the Registrar
  in writing.
- Is indecent, offensive, or, in the opinion of the Registrar, objectionable
  (S.11 (2)). 

The memorandum

The Memorandum must include the following particulars- 

- The name of the company;
- The address in Niue of the registered office of the company;
- The name and address in Niue of the registered agent of the company;
- The objects or purposes for which the company is to be incorporated;
- The currency in which shares in the company shall be issued;
- A statement of the authorized capital;
- Information about shares of the company;
- A statement that the company may not carry on business with persons
  resident in Niue, own an interest in real property situate in Niue, other
  than a lease, carry on banking or trust business, unless it is licensed
  under an enactment authorising it to carry on that business, carry on
  business as an insurance or reinsurance company; insurance agent or
  insurance broker, unless it is licensed under an enactment authorising it
  to carry on that business, carry on the business of providing the
  registered office or the registered agent for companies incorporated in
  Niue (S. 12(1)).

The Memorandum must be subscribed by the registered agent named in the Memorandum in the presence of another person who must sign his name as a witness (S.11 (3)).

Articles
The Memorandum, when submitted for registration, must be accompanied by Articles prescribing regulations for the company.
The registered agent named in the Memorandum must subscribe the Articles (S.13).

Certificate of Incorporation
Upon the issue by the Registrar of a certificate of incorporation of a company, the company is, from the date shown on the certificate of incorporation, a body corporate under the name contained in the Memorandum with the full capacity of an individual who is sui juris.
A certificate of incorporation of a company issued by the Registrar is prima facie evidence of compliance with all requirements of IBC Act in respect of incorporation (S.15).

CAPITAL AND DIVIDENDS

Shares and Capital
No share in a company may be issued until the consideration in respect of the share is fully paid (S.18).
Subject to any limitations in the Memorandum or Articles, each share in a company shall be issued for money, services rendered, personal property (including other shares, debt obligations or other securities in the company), an estate in real property, a promissory note or other binding obligation to contribute money or property, or any combination thereof (S.19).
The authorised capital, if any, of a company may be stated in more than one currency in which case the par value of the shares, if any, shall be expressed in the same currencies (21A (1)).
Upon the issue by a company of a share with par value, the consideration in respect of the share constitutes capital to the extent of the par value and the excess constitutes surplus (S.22 (1)).
Subject to any limitations in the Memorandum or Articles, upon the issue by a company of a share without par value, the consideration in respect of the share constitutes capital to the extent designated by the directors and the excess constitutes surplus, except that the directors must designate as capital an amount of the consideration that is at least equal to the amount that the share is entitled to a preference, if any, in the assets of the company upon liquidation of the company (S.22 (2)).
Subject to any limitations in its Memorandum or Articles, a company may, by a resolution of directors, amend its Memorandum to increase or reduce its authorised capital (S.24 (1)).

Share Certificate
A company must state in its Articles whether or not certificates in respect of its shares shall be issued.
If a company issues certificates in respect of its shares, the certificates must be signed by two directors or two officers of the company, or by one director and one officer; or may be under the common seal of the company, with or without the signature of any director or officer of the company and the Articles may provide for the signatures or common seal to be facsimiles (S. 27 (1), (2)).

A certificate specifying a share held by a member of the company is prima facie evidence of the title of the member to the share specified therein (S.27 (3)).

Share Register
A company shall keep one or more registers to be known as Share Registers (S.28 (1)). The Share Register may be in such form as the directors may approve but if it is in magnetic, electronic or other data storage form, the company must be able to produce legible evidence of its contents (S.28.(2)).

Transfer of shares
Subject to any limitations in the Memorandum or Articles, registered shares of a company may be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee (S.30 (1)).
A share issued to bearer is transferable by delivery of the certificate relating to the share (S. 31).

Dividends
A company may, by a resolution of directors, declare and pay dividends in money, shares or other property (S.36 (1)).

REGISTERED OFFICE

A company incorporated under IBC Act shall at all times have a registered office in Niue, and the registered office must be an office maintained in Niue by the company or its registered agent (S.38).

REGISTERED AGENT

A company incorporated under IBC Act shall at all times have a registered agent in Niue.
No person shall be a registered agent unless he has been appointed as such by the Registrar (S.39).

DIRECTORS

A board of directors that consists of one or more persons who may be individuals or companies shall manage the business and affairs of a company (S. 42).

The first directors of a company shall be elected by the subscriber to the Memorandum; and thereafter, the directors shall be elected by the members for such term as the members may determine and where permitted by the Memorandum or Articles of a company, the directors may also elect directors for such term as the directors may determine (S. 43 (1)).

The number of directors shall be fixed by the Articles and, subject to any limitations in the Memorandum or Articles; the Articles may be amended to change the number of directors (S. 44).

The directors have all the powers of the company that are not reserved to the members (S.45).

The directors of a company may meet at such times and in such manner and places within or outside Niue as the directors may determine to be necessary or desirable.
A director shall be deemed to be present at a meeting of directors if -

- He participates by telephone or other electronic means; and
- All directors participating in the meeting are able to hear each other
  (S.48). 

The quorum for a meeting of directors is that fixed by the Memorandum or Articles; but where no quorum is so fixed a meeting of directors is properly constituted for all purposes if at the commencement of the meeting one half of the total number of directors are present in person or by alternate (S. 50).

OFFICERS

The directors may, by a resolution of directors, appoint any person, including a person who is a director, to be an officer or agent of the company (S.53 (1)).
The resolution of directors appointing any person to be an agent of the company may authorise the agent to appoint one or more substitutes or delegates to exercise some or all of the powers conferred on the agent by the company (S.53 (3)).

Each officer or agent has such powers and authority of the directors, including the power and authority to affix the common seal, if any, of the company, as are set forth in the Articles or in the resolution of directors appointing the officer or agent, except that no officer or agent has any power or authority with respect to the matters requiring a resolution of directors (S.53 (2)).

MEETINGS OF MEMBERS

Subject to any limitations or provisions to the contrary in the Memorandum or Articles, the directors of a company may convene meetings of the members of the company at such times and in such manner and places within or outside Niue as the directors consider necessary or desirable (S.59 (1)).

Subject to a provision in the Memorandum or Articles for a lesser percentage, upon the written request of members holding more than 50 percent of the votes of the outstanding voting shares in the company, the directors shall convene a meeting of members (S.59 (2)).

Subject to any limitations in the Memorandum or Articles, a member shall be deemed to be present at a meeting of members if -

- He participates by telephone or other electronic means; and
- All members participating in the meeting are able to hear each other
  (S. 59 (3)).

A proxy who may speak and vote on behalf of the member may represent a member at a meeting of members (S.59 (4)).

The quorum for meetings of members for purposes of a resolution of members is that fixed by the Memorandum or Articles; but, where no quorum is so fixed, a meeting of members is properly constituted for all purposes if at the commencement of the meeting there are present in person or by proxy one-half of the votes of the shares of each class or series of shares entitled to vote as a class or series thereon and the same proportion of the votes of the remaining shares entitled to vote thereon (S.61).

Except as otherwise provided in the Memorandum or Articles, all shares vote as one class and each whole share has one vote (S. 62 (1)).

BOOKS AND RECORDS

A company shall keep such accounts and records, as the directors consider necessary or desirable in order to reflect the financial position of the company (S. 66 (1)).
A company shall keep

- Minutes of all meetings of directors, members, committees of directors,
  committees of officers, committees of members;
- Copies of all resolutions consented to by directors, members,
  committees of directors, committees of officers, committees of
  members;
- A register of all its directors and officers (S.66 (2)).
- The books, records and minutes shall be kept at the offices of the
  company or such other place as the directors determine (S.66 (3)).

A company act may have a common seal and an imprint thereof shall be kept at the offices of the company (S.66 (3A)).

POWER OF ATTORNEY

A company may, by an instrument in writing, whether or not under its common seal, authorise a person, either generally or in respect of any specified matters, as its agent or attorney-in-fact to act on behalf of the company and to execute contracts, agreements, deeds and other instruments on behalf of the company (S.72 (1)).

A contract, agreement, deed or other instrument executed on behalf of the company by an agent or attorney-in-fact, whether or not under his seal, is binding on the company and has the same effect as if it were under the common seal of the company (S. 72 (2)).

FEES

There shall be paid to the Registrar $150.00 upon the registration by the Registrar of a company incorporated under IBC Act (S.104 (1a)).

A company that is on the Register in any year shall on the anniversary of its date of incorporation or up to three (3) months thereafter pay to the Registrar a licence fee of $150.00 (S.105 (5)).
If a company fails to pay the amount due as the licence fee by the time specified therein, then the licence fee increases by 10 per cent of that amount (S.105 (3)).
If a company fails to pay the amount five (5) months from the anniversary date of the incorporation of the company then the licence fee increases by 50 per cent of that amount (S.105 (4)).

CERTIFICATE OF GOOD STANDING

The Registrar shall, upon request by any person issue a certificate of good standing under his hand and seal certifying that a company incorporated under IBC Act is of good standing if the Registrar is satisfied that -

- The name of the company is on the Register; and
- The company has paid all fees, license fees and penalties due and
  payable (S.114 (1)). 

EXEMPTIONS

Notwithstanding any provision of the Income Tax Act 1961,

- a company incorporated under IBC Act;
- All dividends, interest, rents, royalties, compensations and other
  amounts paid by the company to persons who are not persons resident 
  in Niue; and
- Capital gains realised with respect to any shares, debt obligations or
   other securities of a company incorporated under IBC Act by persons
   who are not persons resident in Niue, are exempt from all provisions of
   the Income Tax Act 1961 (S.111 (1)). 

No estate, inheritance, succession or gift tax, rate, duty, levy or other charge is payable by persons who are not persons resident in Niue with respect to any shares, debt obligations or other securities of a company incorporated under IBC Act (S.111 (2)).

Notwithstanding any provision of any Act relating to the payment of   Stamp Duty,

- All instruments relating to transfers of property to or by a company
  incorporated under IBC Act;
- All instruments relating to transactions in respect of the shares, debt
  obligations or other securities of a company incorporated under IBC Act;
- All instruments relating to other transactions relating to the business of a
  company incorporated under IBC Act are exempt from the payment of
  stamp duty (S.111 (3)). 

REGISTRATION SET OF DOCUMENTS

Upon registration you will receive the following papers:

1."Certificate of Incorporation" for an IBC; duly apostilised 
  (legalized/certified) in accordance with "Convention de La Haye du 5
  Octobre 1961".
2.First "Minutes of the Meeting of Directors".
3."Memorandum & Articles of Association".
4.Undated "Resignation Letters", from nominee directors.
5."General Power of Attorney", issued to a real beneficiary.
6.Optional: "Certificate of Good Standing" (stating names of directors).