Re-registration of a Tongan company

Every company (domestic and overseas) registered in Tonga prior to the introduction of the Companies (Amendment) Act 2009 must submit a re-registration form to the Companies Office. This re-registration must be filed within 6 months from the effective date of the Companies Act amendments. Companies failing to re-register within this 6 month transition period will be removed from the Register.

Before you begin

It is recommended you search the Tongan register to locate your existing company. If the company does not appear on the electronic register, the company must provide evidence to the Registrar that the company is in existence in order to re-register. A certificate of incorporation previously issued by the Registrar shall serve as conclusive evidence of the existence of the company to be re-registered.

If you have the original certificate of incorporation, please provide a copy of it along with your re-registration application. This will allow the companies office to confirm the historical information currently on its records. 

If your existing company’s constitution differs from the standard constitution set out in the first schedule, you will need to provide a copy of the company’s constitution when applying to re-register.

You will also need to decide if your application to re-register will also include your company’s annual return for the current calendar year. If so, complete the annual return (form 4), and attach the annual return together with the annual return filing fee of TOP$75 (please add 15% consumption tax) to the application to re-register.

If any previous annual returns are outstanding, you will need to file these together with any outstanding filing and late filing fees prior to applying for re-registration.

Step by step instructions

Applying to re-register is easy. Complete the application in the prescribed form (Form 16 for domestic companies or form 29 for overseas companies) and file that form with the Registrar of Companies and attach the company’s constitution if it differs from the standard constitution set out in the first schedule. There is no filing fee required. Once your application is registered, you will be issued a Certificate of Re-registration. This Certificate of Re-registration will include your original date of incorporation, the date of re-registration, and the new company number.

Note | the original date of incorporation held in the company office records may not be accurate for every single company. Please provide a copy of the original certificate of incorporation along with the re-registration application to make certain the proper original date of incorporation is linked with your company.

Visit the forms and fees section for appropriate forms.