Company Registration in Norfolk Island - Offshore Business Starting & Setup

Legal system of Norfolk Island is based on English common law and the laws of Australia.

Norfolk is governed under the provisions of the Norfolk Island Act 1979.

Norfolk Island has its own corporation’s legislation under the Companies Act 1985 (NI).

The principal forms of business organization in Norfolk Island are:

• company limited by guarantee;
• company limited by shares;
• company limited both by shares and by guarantee;
• unlimited company/.

The most common structure is company limited by shares.

There is a range of requirements to the company name in Norfolk:

1. A limited company shall have the word “Limited” or the abbreviation “Ltd.” as part of and at the end of its name.
2. A company name should not be identical or too similar with the already registered name.
3. A company name should not be, in the opinion of the Registrar, undesirable.
4. A name that suggests connection with Government, Royal family, Crown, Commonwealth of Nations, etc.

The following steps are required to incorporate a company in Norfolk:

1. Reserve a company name: A company name can be reserved for 3 months.
2. Submit the memorandum and the articles of the proposed company with the Registrar: The memorandum shall state, in addition to other requirements, such of the following as are relevant to the company: company name, the amount of share capital, the full names, addresses and occupations of the subscribers to the memorandum being natural persons, and the corporate names, and the addresses of the registered or principal offices, of the subscribers to the memorandum being corporations.
3. Obtain Norfolk Business Number (NBN): Persons conducting business on Norfolk Island are required to register with the GST Office and obtain a Norfolk Business Number or NBN and must quote that number in business documents to comply with the Goods and Services Tax Act 2007 (NI).

Upon registration, Companies Registrar issues Certificate of Incorporation.

A Norfolk company shall, from and including the day of its incorporation under this Act, have a registered office in Norfolk Island. The office shall be situated in a building and shall be open and accessible to the public. Notice of a change in the situation of the registered office of a company shall be lodged by the company with the Registrar not later than 7 days after the day on which the change occurs.

All kinds of registers, including register of members, register of directors, etc. should be kept at the registered office. If the company arranges with some other person to make up the register on its behalf and the office of that other person at which the work is done is in Norfolk Island, it may be kept at that office; or, if the Registrar approves, it may be kept at some other place in Norfolk Island.

A Norfolk company should have a common seal with a company name in legible characters.

A company may, if so authorized by its articles, have for use outside Norfolk Island in place of its common seal one or more official seals, each of which shall be a facsimile of the common seal of the company with the addition on its face of the name of each place where it is to be used.

The redomiciliation of companies to or from Norfolk is permitted.

A Norfolk company limited by shares shall have at least 2 directors, at least one director should be a natural person. There are no residency requirements.

Directors’ details appear on public profile. Nominee directors are allowed.

Directors’ meeting should take place annually in Norfolk or in any other place.

A company shall have at least one secretary. A secretary of a company shall be appointed by the directors. A person is not capable of being a secretary of a company unless the person is a natural person who has attained the age of 18 years. The secretary, or one of the secretaries, shall be a person who ordinarily resides in Norfolk Island. A secretary who ordinarily resides in Norfolk Island shall be present at the registered office of the company in person or by his agent on the days and during the hours when the registered office is required to be open and accessible to the public.

A Norfolk company should have at least two shareholders. Shareholders can be natural persons or bodies corporate. There are no residency requirements.

A company shall keep a register of its members and enter in that register the names and addresses of the members and a statement of the shares held by each member. Shareholders’ register is publicly accessible.

A company shall hold annual general meeting at least once in every calendar year and within the period of 5 months after the end of that financial year. A company may hold its first annual general meeting at any time within the period of 18 months after its incorporation.

The details of the beneficial owner are available on public record.

Minimum share capital is 2 ordinary shares. Standard par value of shares is 1 AUD. Standard amount of authorized capital is 10.000 AUD. The payment deadline of authorized and issued capital is 28 days.

Bearer shares and shares with nor par are prohibited.

Online Gambling in Norfolk Island started in 1998 with the Gaming Supervision Act 1998. The act established the Norfolk Island Gaming Authority as an independent statutory authority which has the power to regulate and enforce the Norfolk Island's gaming and licensing legislation.

The Authority's principal functions include the approval and regulation of gaming and bookmaking operations. Interactive gaming license and Bookmakers gaming license are the two types of licenses issued by the Norfolk Island gaming Authority. The authority limits its gaming licenses and does not issue multiple gaming licenses. Interactive gaming refers to the casino type of games while the bookmakers gaming refers to the event betting, racing and sports.

The regulations of the Norfolk Island Gaming Authority are similar to that of Australia's gaming authority.