Intellect. Property & Co. Regis.Intellectual Property & Company Registration Unit
Forming a Tongan Company
Forming a company is very simple. First it is important to ensure that your proposed company name is not
in use, reserving your company name, completing the incorporation details and returning your signed
consent forms. Once you have decided you need a limited liability company you need to decide your company
name and have your incorporation details ready for filling your application form.
Remember, your incorporation is only complete when your signed consent forms have been received and
registered.
How to Form a Tongan Company
Forming a company is simple and the requirements are as follows:
1. Reservation of Company Name
Proposed names for companies must be reserved first before applying for registration. This will reserve
your chosen name for 20 working days. Reservation of names is to be made under prescribed Form No.5 and
submitted to the Registrar together with T$69 (15% consumption tax inclusive) reservation fee. Note that
it will take up to 3 working days to process application for reservation of a name, unless the word
“Tonga” or “Tongan” is included as part of company name. In such case it will take up to 2 weeks to
process.
2. Application for Registration
Application for Registration is to be made under prescribed Forms 1-4, which are to be submitted to the
Registrar together with T$345 (15% CT inclusive), as application fee.
Important Details on the Application:
Form No.1:
# Registered Office – details provided must be on a “physical address”. Post Office mail box is not
sufficient.
# Applicants – must included his/her name, signature, and date of application
# Company Secretary – Must show his/her (Surname first), and full residential address.
# Company Director(s) – Show name(s) (surname first) and full residential address.
# Shareholders – Show name(s) (surname first), full residential address and the number of shares taken.
Note that the number of share(s) cannot be indicated in the form of dollars($) nor percentage(%) but in
ordinary share(s)
Form No.3 :
# Company Secretary – Must provide full name (surname first) and full residential address, and must be
signed as consent by the company secretary.
# Company Director(s) – Each director must sign as consent, giving details on his/her full name, (Surname
firs), and residential address.
Form No.4 :
# Each shareholder must sign as consent, giving details on full name(s), (Surname first), and residential
address.
Note :
# Processing of applications for registration may take up to 7 working days.
# Details on application forms must be typewriting or printed.
# A person cannot be a director if she/he is not a natural person; is under 18 years of age; an
undercharged bankrupt and prohibited from being a director under sections 386, 387 and 389 of the Company
Act, 1995.
# A person who is not a natural person cannot be appointed as company secretary.
INCORPORATED SOCIETIES
An incorporated society is a group of at least 5 people who have applied for registration as an
incorporated society under the Incorporated Societies Act 1984. A wide range of groups and organizations
apply for incorporation, including sports clubs, music and cultural groups and special interest
organizations.
An incorporated society will continue in existence as long as it files certain documents with the
Registrar, or until its members, or a creditor, decide to bring the society to an end.
Formation of an Incorporated Society
Forming an incorporated society is as easy as forming a company. Once you make up your mind that it is an
incorporated society you want you may start compiling the information you will need. First you need to
ensure that the society is consisted of at least 5 members, ensure that your proposed constitution is
ready and a witness is ready to attest to the signatures of the subscribers.
Forming a society must include the followings :
1. Application is to be made in accordance with the prescribed schedule
2. The Contents of the Rules/Constitution (Section)
Two original copies of the Rules, i.e. signatures of subscribers are to be originals, and must
include provisions for the followings:
• Name of society must end with the word “Incorporated”
• Object of the society
• Mode in which persons become members
• Mode in which persons ceased to be members
• Mode in which Rules be altered, added to, rescinded
• Mode of summoning general meetings, and vote thereat
• Appointments of officers
• Control and use of common seal
• Control and investment of society’s fund
• Power to borrow money
• Disposition of property in the event of winding-up/dissolution
• Society is not for pecuniary gain
• Society’s name does not include the word “ROYAL” in it
• Registered office/office for contact
3. Statutory Declaration [Section 6(b)]
• Declaration can either be made by an officer of the society, or by a solicitor to the effect that
a majority of the members have consented to the application
• “Majority” can be expressed in term of percentage, eg. 60% of 100 members have consented to the
application
4. Application fee ($23.00 CT inclusive)
CHARITABLE TRUST
What is a Charitable Trust?
To be registered under the Charitable Trust Act 1993, a charitable trust must exist principally or
exclusively for a charitable purpose according to the law of Tonga, or for any purpose that is religious
or educational. The following purposes may be the basis of registration as a charitable trust:
• the promotion of education
• the promotion of religion
• the relief of poverty
• other purposes of benefit to the community.
It is also charitable to establish facilities for recreation and other leisure-time activities if those
facilities are provided in the interests of social welfare and are of public benefit. A charitable
purpose may be the object of a trust or the purpose a society is formed. The trustees of the trust or
society may apply to the Registrar of Incorporated Societies for incorporation as a trust board.
Formation of a Charitable Trust must include the followings:
1. Application form (Form No.1 and No.2)
2. Determine that the proposed Trust/Society is principally for charitable purposes
3. Proposed name of Board does not include the word “Royal”
4. Trust/Society is not incorporated in any other Act
5. Application is authorized by either the majority of Trustees/members or by resolution passed at
meeting or ‘Deed’ or ‘Rule’.
6. Two original copies of Rules/Constitution certified by at least one subscriber
7. Statutory Declaration by any subscriber setting forth any Trust on which applicant(s) hold any
property
8. Signature of subscribers is attested by a witness (Witness’s name, address and occupation must be
shown)
9. Application Fee
