Samoa Offshore Company Formation
Legal form: The principal offshore legislation in Samoa is: International Companies Act of 1987, International Trusts Act of 1987, The Offshore Banking Act of 1987, The International Insurance Act of 1988 as amended. International Company's ('IC's') are companies incorporated in Samoa under the International Companies Act of 1987, but whose business is to be conducted outside Samoa, and which may not do business with any person resident in Samoa.
An International Company cannot trade with Samoans or own local real estate. An International Company cannot undertake the business of banking, insurance, assurance, reinsurance, fund management, the management of collective investment schemes, trust management, trusteeship or any other activity that may suggest an association with the bank or insurance industries without obtaining the appropriate license. A company incorporated in Samoa has the same powers as a natural person.
Name of the company: Samoa companies' names must end with one of the following words, or their relevant abbreviations – Limited, Corporation, Incorporated, Societe Anonyme, Sociedad Anonima, etc. Names may be in any language as long as Roman characters are used and any standard corporate suffix is acceptable. The following words cannot be used in the name of Samoa company: 'Trust', 'Bank', 'Insurance'. Furthermore, words such as 'Foundation', 'Charity' and others may be prohibited pursuant to the discretion of the Registry. Names denoting any connection to local, state or national Governments are generally prohibited. The Registrar may request an English translation to satisfy themselves that the proposed name is not a restricted or licensable name. Chinese names are permitted and can be included on a company's Certificate of Incorporation.
Memorandum and Articles of Association: Incorporation procedure involves submission of the company's Memorandum and Articles of Association and the registration fee to the Registrar of International and Foreign Companies. Company registration may be for periods of one, five, ten or twenty years in advance, with discounted fees.
Shareholders: A minimum of one shareholder is required which may be an individual or a corporate body. The details of company beneficial owners and shareholders are not part of the public records.
The share capital: There is no specific minimum capital requirement. The standard authorized share capital is US$ 1,000,000. The authorized share capital may be expressed in any currency. The minimum issued share capital is either one share of no par value or one share of par value. Samoa International Companies may issue registered shares, bearer shares, preference shares, and redeemable shares, shares with or without par value and shares with or without voting rights.
Directors of the Samoa company: Samoa requires a minimum of one director and corporate directors are permitted. The names of directors do not appear on the public file. There is no requirement to have resident directors.
Registered office and local agent/secretary: All companies must have a Registered Office and a Resident Agent in Samoa who must be a licensed trust company. There are requirements for Samoan companies to prepare Registers of Directors, Secretaries and Members and for these to be kept at the Registered Office. Samoa companies must appoint a company secretary who may be a natural person or a body corporate. The company secretary can be of any nationality and need not be resident in Samoa.
Taxation: No income tax or other duties or any other direct or indirect tax or stamp duty is payable on the transactions or profits of, nor on the dividends and interest paid by or to, any trust, international or limited partnership, international or foreign company registered or licensed under the various Offshore Finance Centre Acts. Similarly the shareholders, members, beneficiaries, partners or other beneficial owners of such entities are exempt from taxation in Samoa. No tax treaties have been entered into with any countries.
Audit and financial returns: Whilst there is no requirement to file audited accounts or annual returns with the authorities, a company is required to keep financial records, which should reflect the financial position of a company.