Samoa has become a recognized jurisdiction for offshore company formation, appealing to entrepreneurs and businesses worldwide. The nation's favorable regulatory environment, which includes the International Companies Act, facilitates the establishment of Samoa International Companies (SICs). These entities are designed to optimize fiscal efficiency and provide a robust corporate infrastructure for international trade and investment. Samoa's commitment to confidentiality, in addition to providing financial benefits, positions it as a competitive locale for business incorporation.
The incorporation process for SICs is streamlined, and with the support of professionals in the field, a company can be operational in a short time frame. Samoa's regulatory framework ensures compliance while offering the flexibility necessary for global business activities. Moreover, Samoa offers a range of additional services that cater to the bespoke needs of offshore entities, encompassing banking, financial services, and legal considerations, all conducted with a high degree of professionalism and efficiency.
For professional assistance in establishing your Samoa International Company, Offshore Protection offers comprehensive formation services tailored to your business needs. Our expertise ensures a smooth incorporation process while maximizing the benefits of Samoa's offshore landscape.
Key Takeaways
- Samoa offers an efficient offshore company formation environment under supportive legal frameworks.
- Compliance with Samoa's regulations is straightforward, complemented by the ease of the incorporation process.
- Samoa provides a comprehensive suite of services to support the operation of international businesses.
Samoa Offshore Company
A Samoa offshore company or called an International Company (IC) also referred to as an International Business Company (IBC) is incorporated under the International Companies Act in 1987, and though the industry has been around for thirty years it has largely remained a secret international company formation destination.
Though it is relatively unknown it offers very noteworthy offshore financial opportunities. An International Company (IC) formed in Samoa enjoys many of the typical benefits associated with other offshore company formation jurisdictions including tax benefits, client confidentiality and non-disclosure agreements. It also benefits from administrative flexibility, no financial reporting requirements, and no language restrictions—all in a stable political and economic environment.
Samoa has an English common law system that protects the identity and records of offshore investing shareholders and directors. The government has taken a strong stance against fraud and money laundering in the wake of many global commissions that have risen to try and reshape the offshore industry.
All companies offshore or international are governed by the International Companies Act 1988 regulating the usage and terms of the company. Samoa has taken transparency more seriously in the last few years and remains committed to providing a safe regulated offshore financial environment for international investors making sure to keep its financial industry well supportive throughout the radically changing landscape of the offshore market.
For more information on the Advantages of Samoa as an Offshore Financial Center, click here.
Advantages of a Samoa Company
- Administratively flexible
- The government is not party to any double taxation treaties
- Political and social stability
- Samoa is not on any OECD or FATF black list
- Legislation ensuring anonymity
- Samoan ICs can be incorporated in any language
- Confidentiality guaranteed
- Strong asset protection legislation
- No annual reporting or auditing requirements
- No accounting requirements
- Migration of domicile is permitted
- Zero taxes
- Reasonable low yearly fees
- English Common Law legal system
- English as the main language
- Nominee services available
Top Uses
- Holding Company
- Investment holding Company
- International Trading
- Asset Protection Company
Confidentiality and Privacy
The Samoan International Company (IC) structure is engineered with privacy in mind. Shareholder and director details are not required to be publicly filed, ensuring a high degree of confidentiality for individuals involved. This private architecture fosters an environment conducive to asset protection and privacy, a valued element for stakeholders seeking discreet business operations.
Legal Framework
Samoa's legal framework is founded on common law, which offers a familiar and stable legal system for international investors. Samoa Offshore Company Formation under the International Companies Act of 1987 grants flexibility and simplicity, making it an accommodating venue for incorporating an International Business Company (IBC). The legislation has been designed to meet the specific needs of international entities, providing robust legal backing.
Tax Benefits
Samoa offers significant tax benefits for offshore companies:
- Total tax exemption: An IBC registered in Samoa is not subject to local taxes on income earned outside of the jurisdiction.
- No capital gains tax: Samoa's tax regime does not impose capital gains tax, further enhancing its fiscal attractiveness.
Authorized Capital Requirements:
- The authorized capital typically required for a Samoa corporation can be up to $1 million USD.
These tax advantages contribute to Samoa’s status as an appealing destination for international businesses seeking to optimize their tax obligations.
Incorporation Process
The process of incorporating a company in Samoa is characterized by clear steps beginning with the selection of a unique company name and culminating in the filing of necessary documents to obtain a Certificate of Incorporation. This makes the business officially recognized by the Registrar.
Choosing a Company Name
In Samoa, companies must select a unique name that is not similar to existing entities. It is essential that the chosen name adheres to any local naming conventions and is approved by the Registrar to ensure there are no conflicts or legal issues. The name verification and reservation are the initial steps toward establishing a company's legal identity.
Appointing Directors and Shareholders
A Samoa company must appoint at least one director and one shareholder, who may be the same person or legal entity. Directors are responsible for the company's governance, while shareholders own the company. Details of the directors and shareholders must be prepared for registration, although privacy options exist for offshore entities.
Preparing and Filing Documents
The final step in the incorporation process involves the preparation of the Memorandum and Articles of Association. These constitute the company's primary documents outlining the business activities, internal management, and ownership structure. Following this, the documents are filed with the Registrar, along with an application for a Certificate of Incorporation. Upon successful registration, the company is granted its Certificate of Incorporation, confirming its legal existence.
Legal Requirements
When forming a company in Samoa, it is imperative to comply with specific legal obligations. These requirements ensure the company meets its statutory duties as per Samoan laws and 'The Samoa Companies Act.'
Registered Office
Every company incorporated in Samoa must have a registered office within the country. This location serves as the official address for legal correspondence and must be registered with the Samoa Company Registry. It is essential that the company maintains this office, as it will be the primary location for statutory records and will serve as the central hub for government communications.
Corporate Secretary
A corporate secretary is a requisite for companies in Samoa. The secretary's role is to oversee regulatory compliance and ensure that the company adheres to corporate governance standards. They are responsible for the organization of board meetings, maintenance of company records, and submission of necessary documents to relevant authorities.
Annual Compliance
Companies must fulfill annual compliance obligations to remain in good standing. This includes:
Annual Returns: Companies are required to file annual returns with the Samoa Company Registry, disclosing pertinent information such as the company's financial condition, corporate structure, and changes in directorships.
Annual Reporting: The preparation and submission of detailed annual reports outline the company's financial performance and operations over the financial year.
Director Requirements: A minimum of one director is mandatory for Samoa companies, who can be of any nationality. The director is responsible for ensuring that the company complies with local laws and conducts its business in an appropriate manner.
Maintaining these legal requirements is vital for the legitimacy and seamless operation of a company in Samoa. Non-compliance can lead to penalties or legal issues that can affect a company's standing and its operations.
Corporate Structure
Types of Entities
There are several types of companies that an investor can register in Samoa. The prevalent types include:
- Offshore Company: An entity that mainly conducts its business outside of Samoa and benefits from tax efficiencies.
- Asset Protection Company: This type of firm is designed to safeguard an individual's or entity's assets against creditors or legal judgments.
- Investment Holding Company: Often set up for the purpose of owning shares in other companies, managing corporate investments, and structuring investments efficiently.
Entities must adhere to Samoa’s corporate laws, with the most common structures being Holding Companies and International Trading Companies, each differing in function and features.
Bearer Shares and Share Certificates
The possession and transfer of ownership in Samoa companies can be facilitated through:
- Bearer Shares: Historically used for anonymity, their holder is presumed to be the company owner. Samoa has tight regulations to avoid misuse.
- Share Certificates: Physical evidence of share ownership, detailing the holder's name, the number of shares owned, and other pertinent information, are utilized to demonstrate company ownership.
It is important to note that while bearer shares ensure anonymity, they have been subjected to increased scrutiny globally, and Samoa has implemented measures to comply with international transparency standards.
Key Corporate Features
| Samoa Company | Corporate Details |
| General | |
| Type of Entity | International Company (IC) |
| Type of Law | English Common Law |
| Governed by | International Companies Act 1987 International Trusts Act 1987 The Offshore Banking Act 1987 The International Insurance Act 1988 |
| Registered Office in Samoa | Yes |
| Shelf company availability | Yes |
| Our time to establish a new company | 1-3 Business days |
| Minimum government fees (excludes taxation) | USD $300 |
| Corporate Taxation | No |
| Access to Double Taxation Treaties | No |
| Share capital or equivalent | |
| Standard currency | US Dollar |
| Permitted currencies | Any |
| Minimum paid up | USD $1 |
| Usual authorized | USD $1,000,000 |
| Bearer shares allowed | Yes |
| No par value shares allowed | Yes |
| Directors | |
| Minimum number | One |
| Local required | No |
| Publicly accessible records | No |
| Location of meetings | Anywhere |
| Corporate directorship allowed | Yes |
| Shareholders | |
| Minimum number | One |
| Publicly accessible records | No (optional) |
| Corporate shareholder allowed | Yes |
| Location of meetings | Anywhere |
| Company Secretary | |
| Required | Yes |
| Local or qualified | Yes |
| Accounts | |
| Requirements to prepare | Yes |
| Audit requirements | No |
| Requirements to file accounts | No |
| Publicly accessible accounts | No |
| Recurring Government Costs | |
| Minimum Annual Gov Tax | **USD $300 |
| Annual Return Filing Fee | N/A |
| Other | |
| Requirement to file annual return | No |
| Migration of domicile permitted | Yes |
Corporate Taxation
All International Companies incorporated in Samoa that conduct their business activities outside of the country and are not residents are not liable to pay any taxes, including but not limited to:
- Income tax
- Capital gains tax
- Stamp duty
- Corporate tax
- Estate Tax
- Inheritance tax
Migration and Re-Domiciliation
Migrating to Samoa
Companies considering a move to Samoa can benefit from its favorable business environment, which includes tax exemptions and privacy protections. The local government embraces Migration of Domicile, enabling international corporations to relocate efficiently. Businesses typically migrate to leverage Samoa's tax structure and to consolidate their operations within a regulatory framework that is conducive to international trade and finance.
Changing Corporate Domicile
The actual procedure for Changing Corporate Domicile to Samoa involves de-registering the company in its current jurisdiction and re-registering in Samoa. This is facilitated by Cook Islands Legislation, which has parallels with the Samoan legislative system. An International Company (IC) undergoing this transition retains its corporate identity and history, ensuring continuity of its business operations. The legislative framework ensures a seamless transition, protecting the company’s operational integrity throughout the process.
Corporate Details
Anonymity, Confidentiality and Disclosure
The International Companies Act 1987 has provisions that protect the names and information of beneficial owners and shareholders of Samoan based ICs. The legislation ensures confidentiality making it a criminal offense to divulge information regarding shareholders, officers or directors of a Samoan based IC. Though both Directors and Shareholder information are not made publicly available, we offers nominee services, which add an extra layer of security and anonymity to ensure the highest standards of confidentiality in the international offshore market.
Company Shares
A Samoan IC may issue bearer shares, shares of par value or no par value, preferences shares, redeemable shares, shares with no voting rights and discounted shares. We do not recommend bearer shares, but offers nominee services for added layers of security.
Required Capital
There is a US$1 minimum share capital and a usual authorized share capital of $1,000,000, which may be issued in any currency
Financial Statements required
No financial statements are required to be submitted and need not be audited. Financial statements are not open to the public.
Directors
One Director is required for a Samoa IC. A Director may be of any nationality and may be either an individual or a corporate entity.
Company Secretary
A Samoan IBC requires a local qualified secretary.
Company Meetings
Company meetings of a Samoan IC may take place anywhere and are not required.
Principal Corporate Legislation
There are four pieces of legislation that cover Samoa offshore financial market.
International Companies Act 1987
International Trusts Act 1987
The Offshore Banking Act 1987
The International Insurance Act 1988
Type of Law
English Common Law
Shareholders
A Samoan IC must have a minimum of one shareholder of any nationality. Corporate shareholders are allowed.
Trading Restrictions
A Samoan IC cannot trade with local residents or own conduct any business activities in local real estate.
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Exchange Controls
There are no foreign exchange controls in Samoa for IC’s.
Powers of the Company
A Samoan IC has all of the same rights, powers and privileges as a natural person.
Language of legislation and Corporate Documents
The Memorandum, name and Articles of Association can be in any language, including Chinese characters.
Registered Office required
A Samoan IC is required to have a registered office in Samoa
Local Presence
A local secretary is required as well as a local registered office.
Audit Requirements
There are no audit requirements for a Samoan IC.
Annual Reporting
There are no reporting requirements or any requirements to file accounts, though a company must prepare its financial records.
Shelf Companies available
Shelf Companies are readily available
Time required to form offshore company
1-3 Business Days
Name Restrictions
A Samoan IC may not use any name that is identical or similar to an existing name, a name that is seen as undesirable by the Registrar, a name that suggest royal or government patronage or that suggests an association with the banking or insurance industries.
Language of Name
Any language may be used for the company name, including Chinese characters, though the Register may request an English translation.
Names of Company requiring a special licence or permission
A Samoan IC must first obtain an appropriate license to conduct business activities in banking, insurance, assurance, reinsurance, fund management, and trust management
Permitted limited liability suffixes
A Samoa IC must contain the words “Limited”, “Corporation”, “Incorporated”, “Berhad”, “Société Anonyme”, “Sociedad Anónima”, or its abbreviations.
Access to Double Tax Treaties
Samoa is not a party to any Double Taxation Treaties
Annual Government Tax
1 years US$300
5 years US$1,000
10 years Government fee US$1,500
20 years Government fee US$2,000
Frequently Asked Questions
What are the steps involved in the process of forming a company in Samoa?
The process of forming a company in Samoa typically involves selecting a unique company name, preparing and submitting the required documentation such as the director's consent form, and registering with the Ministry of Commerce, Industry, and Labour. It also includes obtaining any necessary licenses for reserved or restricted activities.
How much does it typically cost to incorporate a company in Samoa?
The cost of incorporating a company in Samoa can vary depending on factors like service fees from agents, government fees, and the inclusion of additional services such as nominee options or business address provisioning. Competitive pricing is often available through various Samoa company formation packages.
What documents are required for registering a company in Samoa?
Required documents for company registration in Samoa usually consist of identification documents for validation, director’s consent forms, and potentially other relevant business details. Precise requirements may depend on the nature of the business and any specific legal stipulations.
Can foreign nationals form a company in Samoa, and what are the conditions?
Foreign nationals can indeed form a company in Samoa. They typically need to adhere to the registration process just like a local would. They must also comply with foreign investment regulations, which could include restrictions on certain activities or requiring a local agent.
What are the benefits of incorporating a business in Samoa?
Incorporating a business in Samoa offers tax efficiency, confidentiality, and privacy for offshore companies. Samoa is known for not publicly disclosing information about company beneficiaries, thereby maintaining a high level of discretion for business owners.
How is the Samoa Companies Act relevant to the incorporation and operation of a company?
The Samoa Companies Act provides the legislative framework governing the formation, registration, and operation of companies in Samoa. This includes regulations on company management, shareholder rights, and disclosure requirements, which are all crucial for the lawful functioning of a company.
Offshore Company in Samoa with Offshore Protection
Product Packages Includes
- Government Registration Fee (First year)
- Registered Office Address (First year)
- Registered Agent Services (First year)
- Company Secretarial Maintenance
- Certificate of Incorporation
- Memo & Articles of Association
- Appointment of 1st Directors
- Consent Actions of the BOD
- Share Certificates
- Register of Directors
- Register of Officers
- Register of Shareholders
- FREE Phone and/or email consultations
Join thousands of satisfied clients who have experienced the Offshore Protection advantage for more than 25 years. When you purchase any of our offshore company formation products, you'll get FREE support from our lawyers to help answer your overseas company day-to-day management questions.
Start the Samoa Incorporation process with Offshore Protection today. Order a Samoa IC with or without a bank account. Find out with a Tailor-made offshore package what is right for you.
How Can Offshore Protection Help You?
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