Overview of companies
On this page
What is a company?
A company is a common legal structure used to carry on a business:
- What a company can do. Companies can carry on any business or activity, do any act, or enter into any transaction. This includes owning property, agreeing to contracts, borrowing and lending money, and hiring employees and contractors.
- Separate from shareholders. Companies are separate legal entities (persons) from the shareholders who own the company. A company exists until it is removed from the register.
- Shareholder liability. Shareholders are usually only liable for the value of their shares. There are some cases where a shareholder will be liable for more.
Types of companies in Kiribati
There are 2 types of companies in Kiribati:
- Companies. These are sometimes called “local companies” or “Kiribati companies”.
- Overseas companies. These are foreign companies that register to operate in Kiribati.
Companies in Kiribati can be either:
- Single shareholder companies. These have only one shareholder who owns all of the company.
- Multiple shareholder companies. These have more than one shareholder. These companies have different rules to manage the relationships between the shareholders.
Note: The old law used to have “private” and “public” companies. The Companies Act 2021 does not have this difference.
What every company must have
Companies must have:
Law in Kiribati
The Companies Act 2021 and the Companies Regulations 2026 are the rules for how companies work in Kiribati.
Some companies owned by the Government of Kiribati (also known as “State Owned Enterprises”) have additional obligations under the State Owned Enterprises Act 2013.
Company names
i
There are rules about the name your company can have.
Before you start, you can check the Online Business Registry to see if the name you want is available.
On this page
Rules for company names
Your company name must:
- end with the word “Limited” or “Ltd”
- not be against any other law
- not be identical (or almost identical) to the name of another company
- not, in the opinion of the Registrar, be offensive or likely to mislead or deceive.
Reserving a company name
You cannot reserve a company name.
Using your company name
You must clearly state your company name on:
- every written communication sent by, or on behalf of the company, and
- every document issued or signed by, or on behalf of, the company that evidences or creates a legal obligation of the company.
Changing your company name
You can apply to change your company name at any time.
- Your new company name must follow the rules for company names.
- Changing your company name does not create a new company.
- Your company’s rights, assets, and obligations stay the same.
Company constitutions
i
When you start a company, you must choose the constitution that your company will use. Most companies will use the default constitution.
Re-registering companies can choose the default constitution, a modified version of the default constitution, or provide their existing constitution.
On this page
What is a company constitution?
A company constitution is a document that outlines the internal rules of a company.
- Every company must have a company constitution.
- Your company must follow its constitution, unless the constitution itself is inconsistent with the Companies Act 2021 or another law.
Choosing your constitution
When you register a new company or re-register an existing company, you must choose:
- A default constitution. The Companies Act 2021 has a default constitution for companies with a single shareholder or a default constitution for a company with 2 or more shareholders.
- To modify a default constitution. This is where you take the default constitution but change to suit your company.
- A substitute constitution. This is a constitution written specifically for your company.
Most companies will choose the default constitution.
- If you choose to use a modified or substitute constitution, its rules must follow the Companies Act 2021.
What constitutions cover
Company constitutions say how companies will internally follow the general rules from the Companies Act 2021. These include:
- Shares. How shares are issued or transferred, and how the share register is kept.
- Shareholders. What rights shareholders have, shareholder meetings, and how shareholders make decisions.
- Directors. How directors are appointed and removed, director meetings, and how directors make decisions.
- Liquidation. How the company assets are distributed when it is shut down.
Changing your constitution
Your company can change its constitution by special resolution, unless the existing constitution has different rules.
Removal of articles of association
The old law required all companies to have articles of association.
- Articles of association have been replaced by default company constitutions under the Companies Act 2021.
- The old articles of association dealt with many of the same issues as company constitutions however were written to follow the old law.
- The new default company constitutions are clearer than the old articles and are fully consistent with the requirements of the Companies Act 2021.
Default constitutions
Default constitution for a company with a single shareholder
Word
|
PDF
Default constitution for a company having 2 or more shareholders
Word
|
PDF
Shares and shareholder rights
i
Your company must keep its own share register to show who owns the shares. Your company must also update the Online Business Registry when there is a change in shares or shareholder details.
If your company chooses to not keep the share register at your registered office, you must tell MTCIC.
On this page
What is a share?
A share is part ownership in a company. A company must have at least 1 share and 1 shareholder. The person who holds a share is called a shareholder.
A share is the personal property of the shareholder.
A company can have different types of shares (known as classes of shares). These share classes can have different conditions or rights. The details of different share types should be included in a company constitution.
Who can be a shareholder?
A shareholder can be any legal person, unless the company constitution says otherwise. This includes:
- Individuals. Any natural person, no matter how old they are.
- Bodies corporate. This includes companies, co-operative societies, or any other legal body established by law.
- Bodies politic. This includes local and foreign governments.
A shareholder cannot be a:
- Business name. Business names are not legal persons.
- Trust. While shares can be held on trust, the shareholder who legally owns the share on behalf of another person must be listed on the share register.
Rights of shareholders
Shareholders have rights in the company. These rights can be changed by the company constitution or by the terms of the shares you were issued.
Shareholders usually have the right to:
- Vote. You can vote to appoint or remove a director, adopt or amend the company constitution, approve a major transaction, or shut down the company.
- Receive money. You have a right to receive a share of the company’s profits (called dividends).
- Receive assets. You have the right to the leftover assets of the company if it is closed.
- Other rights. You have any other right written in your company constitution.
Company share register
Your company must keep its own share register. This is a list of all shareholders and share transactions. It must include:
- Shareholders. The names (arranged alphabetically) and last known address of current shareholders and people who have been shareholders within the last 7 years.
- Shares. The number of shares (and each class of shares) held by each shareholder within the last 7 years.
- Share transactions. The date of issues of shares to a shareholder; repurchase or redemption of shares from a shareholder; transfer of shares by or to a shareholder (including their names) in the last 7 years.
There are other important things to know about company share registers:
- Register must be written. Register must be kept in writing or in a format that can be easily made into writing (e.g., stored on a computer).
- Where register is kept. Your company register must be kept at your company’s registered office. You can keep it at another location if you tell MTCIC.
- Getting help. Your company can have an agent (such as an accountant or lawyer) maintain the register on its behalf. If you do this, you must tell MTCIC.
- Update Online Business Registry. The company register is separate to the register kept on the Online Business Registry. You must update your shareholder details with MTCIC within 14 days of any change, or a late fee will apply.
Directors and director duties
i
Details of all company directors must be filed with MTCIC.
Directors must consent in writing to their appointment. Your company must keep records of consent forms.
A company must update the Online Business Registry when there is a change in directors or the details of directors.
On this page
What is a director?
Directors are responsible for managing or directly supervising the business and affairs of the company.
The law gives directors all the powers necessary to meet their responsibilities. The law also places duties on directors to act in good faith and in the best interests of the company.
Directors may delegate their powers to another person however will generally still be responsible for the actions of that other person. A director may have other duties under the company constitution or another law.
Who can be a director
A director of a company must be a real (natural) person. A company must have at least 1 director, and at least 1 of the directors of the company must normally live in Kiribati. Overseas companies are not required to have a resident director in Kiribati.
A director can also be a shareholder in the company.
Note: A person must consent in writing to become a director. This consent must be provided to MTCIC if asked for.
Some people are not allowed to be a director, including people:
- Under 18 years old.
- Who are currently bankrupt in any country.
- Prohibited by sections 105 or 107 of the Companies Act 2021.
- Of unsound mind.
- Who do not meet the rules written in the company constitution.
Director duties
The fundamental duty of a director is that they must, when exercising powers or performing duties as a director, act in good faith and in what the director believes to be the best interests of the company.
Directors have duties to:
- Follow the law. A director must follow the Companies Act 2021 and the company constitution.
- Trade sensibly. A director must not trade recklessly. This includes agreeing, allowing, or causing the business to be carried on in a way likely to risk serious loss to company creditors.
- Commit the company reasonably. A director must only agree to commit the company to things it can reasonably do on time.
- Be honest. If a director has a material personal interest in a matter, they must remove themselves or disclose their interest.
- Keep company information confidential. A director must not tell others, use, or act on company information unless certain legal conditions are met.
Director responsibilities
Directors have responsibilities, including to:
- Update information on the Online Business Registry. Directors are responsible for making sure that the company follows the law and reports changes in information to MTCIC.
- Provide annual returns. Directors are responsible for making sure that the company provides annual returns to MTCIC.
- Validly commit the company. Directors must follow the rules for committing the company to doing something.
- Keep accounting records. Directors must make sure that accounting records are kept that follow what the law requires.
- Make annual reports to shareholders. Directors must prepare and give an annual report to shareholders.
- Appoint a liquidator if company is insolvent. Directors must apply to appoint a liquidator if it appears that the company can no longer pay its debts on time.
- Follow other laws. Directors are responsible for making sure that the company follows any other law.
Director’s duty of care
How directors use their powers or meet their duties will depend on the circumstances. A director must exercise the care, diligence, and skill that a reasonable director would in the same circumstances.
This takes into account:
- the nature of the company
- the nature of the decision, and
- the position of the director and their responsibilities.
Relying on information and advice
A director does not need to be an expert in everything about the management of the company. When making decisions, a director can rely on information and advice given by other people.
The information or advice must be provided by someone who is appropriately professional or expert. This can include company employees, professional advisers or experts, or another director.
Even if a director receives information or advice, they must still use their own judgement. A director must:
- Act in good faith. The director must rely on the information or advice in good faith.
- Rely reasonably on information or advice. The director must have reasonable grounds to believe the information or advice was given by someone competent.
- Question information or advice. The director must make proper inquiry about the information or advice if the situation warrants it.
Consent to act as director of company
Fillable PDF
|
Standard PDF
Company records
On this page
Records your company must keep
Your company must keep all the records in the table below. You must keep the records at the company’s registered address unless you have told MTCIC that you are keeping them somewhere else.
Records must be written in English or in a way that can be converted into written English (such as storing on a computer).
| Category |
Records |
Keep for |
| A |
- Certificate of incorporation.
- Certificate of re-registration (if re-registered).
- Company constitution or default constitution.
- Share register.
- Full names and residential and postal addresses of current directors.
- Details of company’s registered office and postal address.
|
Indefinitely |
| B |
- Minutes of all meetings and resolutions of shareholders.
- Copies of all written communications to all shareholders or all holders of the same class of shares (including annual reports).
- Copies of all financial statements (if relevant to your company).
|
7 years |
| C |
- Minutes of all meetings and resolutions of directors and directors’ committees.
- Consent by each past and current director.
- Accounting records.
|
7 years |
Accounting records
Every company must keep accounting records that follow the requirements of the law. Accounting records must:
- Be correct. They must correctly record the company’s transactions.
- Be up to date. They must at any time allow the company’s financial position to be determined with reasonable accuracy.
- Be auditable. They must let the company directors ensure compliance with section 151 of the Companies Act 2021 and be readily and properly audited. The law does not currently require companies in Kiribati to have audited accounts, but a company can still choose to do so.
- Be accessible. They must be written in English or in a form easily accessible and translatable into English.
At a minimum, accounting records must record:
- Cash flow. How much money comes in and goes out every day and what it was for.
- Assets and liabilities. Entries valuing the company’s assets and liabilities.
- Services. If your company sells services, a record of services provided and invoices sent.
- Goods. If your company sells goods, a record what was bought and sold; invoices for goods bought and sold; or a record of stock on hand at the end of the financial year along with records of other stocktakes during the year.
Note: If your company sells retail goods or services for cash you can keep a record of the total money received each day instead of keeping separate receipts for each sale.
Financial statements
Financial statements are official reports about your company’s financial position. In Kiribati, companies can choose to make these, but they are not required to be law.
If your company chooses to prepare financial statements, they must:
- Be accurate. They must give a true and fair view of the matters to which the statements relate.
- Follow the law. They must follow the Companies Regulations.
- Be signed. They must be signed and dated by the company directors.
- Be audited. They must be audited by a qualified auditor appointed in line with the company constitution.
