Registration of Overseas Companies
Overseas Companies intending to carry on business in Tonga must first be registered. The process is similar to what a local Tongan company completes to incorporate. To register your company using a paper filing all you need to do is submit the proper documents to the Ministry and pay the fees. This includes, first, a name reservation form stating the name of your company. After the name reservation is registered you may then file the application for registration of an overseas company. If you wish to apply online you will need to first register as a client of the registry. Visit the Help and Support tab above and review the information found under “How to use Online Services” for more information.
Registering an overseas company is easy, just follow these specific steps:
Search the register
Before you submit your name reservation stating the name of your overseas company it is recommended you search the register in order to see if the name you want is available. If the name is already in use, you will have to use another name in Tonga.
Submit name reservation
Every application to register an overseas company must be preceded or accompanied by a name reservation (Form 2). The name reservation is active for twenty days after it is approved, so your overseas registration application form must be submitted within this twenty day window. You may submit the name reservation form with the application to incorporate. Don’t forget to submit the fees for both filings if you submit them together.
Submit your application for incorporation
Your application form (Form 17) must be delivered to the Registrar of Companies together with the appropriate fees. You must also submit a certified copy of the certificate of incorporation of the company or any other document that evidences its incorporation in its home jurisdiction and a copy of the instrument constituting or defining the constitution of the company. Note that if this document is not in English or Tongan you must include a translation of the document, certified in accordance with the Companies Regulations 1999.
Documents can be delivered by hand during normal business hours or through the post to the following address:
Registrar of Companies
Ministry of Commerce, Tourism and Labour,
PO Box 110
Salote Road,
Nuku’alofa
TONGA
Once the application has been approved, you will be sent a Certificate of Registration meaning that the process is complete and your company will be shown on the Tongan Register. If you provided an email on the application then the Certificate can be delivered straight to your email account.
A note about company names
A company name may be entered on the register unless it violates one of the rules concerning names. First, the name of a company in Tonga must end with the word “Limited” or “Limiteti”. Next, company name will not be entered on the register –
- The use of which would contravene an enactment;
- That is identical or almost identical to the name of another company;
- That is identical or almost identical to a name that the Registrar has already reserved under this Act and that is still available for registration; or
- That, in the opinion of the Registrar, is offensive.
Ongoing obligations of overseas companies
All overseas companies must file annual returns in Tonga and otherwise comply with all laws. If the overseas company changes its information (such as adding new directors) it must file the appropriate information with the Registrar.
Overseas companies that will no longer carry on business in Tonga
If an overseas company no longer carries on business in Tonga, it must file a notice of its intention to cease business (Form 24) with the Registrar.