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Samoa IC Company Formation

Overview of an Samoa International Company (IC)

A Samoa 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.

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 country has not been blacklisted by FATF or OECD and has not been targeted by the US or other financial regulatory agencies. The government has taken a strong stance against fraud and money laundering and remains committed to providing a safe regulated offshore financial environment for international investors.


Key Corporate Features of an Samoa IC

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 Tax / License Fee  **USD $300
Annual Return Filing Fee N/A
Other  
Requirement to file annual return No
Migration of domicile permitted Yes

Advantages & Top Uses of an Samoa IC

Advantages

  • 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

Requirements for Incorporation of an Samoa IC

A Samoan IC application is made to the Registrar of International and Foreign Companies through a licensed company. A client must provide the company’s Memorandum together with the Articles of Association and registration fee. Prospective customers must provide:

  • Passport copies of beneficial owner(s) and director(s)
  • Contact information and physical address
  • Bank reference letter certifying beneficial owner(s) is/are in good standing

Taxation of an Samoa IC

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

Corporate Details of a Samoa IC

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 offence to divulge information regarding shareholders, officers or directors of a Samoan based IC. Though both Directors and Shareholder information are not made publically available, Sovereign Management and Legal 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. SML does 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.

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

Licence Fee

1 years US$300

5 years US$1,000

10 years Government fee US$1,500

20 years Government fee US$2,000

Samoa IC Company Formation with Sovereign

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Order now and join thousands of satisfied clients who have experienced the Offshore-Protection advantage for more than 18 years.

Start the Samoa incorporation process with Sovereign today. Order a Samoa IC Company Formation, with or without a bank account. Click on the Let’s Get Started button below.

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