Business Formation

Check the uniqueness of the proposed company name and reserve a name

Agency: Registrar of Companies

Section 24 of Companies Act 1995 prohibits the Registrar of Companies from registering a company name unless it has been reserved. According to common practice, founders submit the name registration together with the company incorporation application; however, if the name is rejected, the company would resubmit. Company names with the words “Tonga,” “Tongan,” or “Royal” are subject to prior written approval by the Privy Council. A name reservation is valid for 30 working days from the date stated in the reservation notice.

Time and cost: 2 days, TOP 80

Register the company with the Registrar of Companies and obtain a certificate of incorporation

Agency: Registrar of Companies

To incorporate a company, founders must file the following:

  • Application for incorporation (Form 1);
  • Application for name reservation (Form 2);
  • Company constitution (Only if company is not using the standard constitution stipulated under the Act);
  • Prescribed fees.

Forms are available online on our website www.businessregistries.gov.to and also at the Business Registries & Intellectual Property Office reporting to the Ministry of Commerce, Consumer, Innovation and Labor.

Time and cost: 3 days, TOP 400

Obtain a business license from Ministry of Labor, Commerce, and Industry

Agency: Ministry of Labor, Commerce, and Industry

All businesses must obtain a business or trading license, but prior requirements vary from industry to industry. Prior requirements are the same for all industries, except fishing, liquor and tourism.

The Business Licenses (Amendment) Act 2012 came into effect on December 17, 2012. According to this act:

  • Companies can use one single business license to cover multiple business activities;
  • The duration of the license perpetual and companies no longer needs to renew the business license annually;
  • Companies are not required to submit the ancillary licenses and other paperwork to obtain the business license.

Renewal of business license is not required but registered businesses are required to file a notice of continued business activity every year.

Time and cost: 7 days, TOP 100

Register consumption tax and income tax with the Internal Revenue Commission

Agency: Internal Revenue Commission

A locally incorporated company must register the consumption tax with the Taxation Department. The consumption tax number will be the same as the income tax number.

Registration for Consumption Tax (the equivalent of Australian or New Zealand Goods and services tax (GST) is voluntary if turnover is less than TOP 100,000 a year; otherwise, registration is compulsory.

Taxpayers can now lodge and pay Consumption Tax, PAYE and non-resident airline withholding tax online. Taxpayers also have the possibility (once registered) to view his/her tax accounts and information online.

Time and cost: 4 days on average, no charge