Samoa Company Formation: Offshore Registration

Thinking about an offshore company but tired of the same three names? Samoa is the Pacific option most people miss. A Samoa international company takes one director, one shareholder, and about two days to set up. You get no public register, no audit, and no minimum capital. But 2026 changed the rules, and the tax story now has a deadline. This guide walks you through what a Samoan company still does well, what it costs, and what changes on 1 January 2028.

For professional help with offshore company formation, Offshore Protection handles the whole process for you — from name check to bank account opening.

Key Takeaways

• A Samoa IC needs just one director and shareholder, and they can be the same person or a company.
• Your name stays off any public file. Records sit with your licensed trustee company.
• Government fees are US$300 to register and US$300 a year to renew.
• The tax exemption ends on 1 January 2028. Plan around it.

What Is a Samoa Offshore Company?

It is the Pacific's quiet workhorse. A Samoa offshore company is properly called an International Company, or IC — the same idea other places call international business companies or IBCs.

The country opened its offshore sector in the late 1980s and built the law on Cook Islands legislation. The regime is run by the Samoa International Finance Authority (SIFA), and companies are filed with the Registrar of International and Foreign Companies.

Here is what it gives you:

• One director and one shareholder, any nationality, resident anywhere
• No minimum capital and no requirement to pay shares up
• No public register of directors, members or owners
• No audit and no accounts filed with the Registrar
• Names in any language, including Chinese characters
• English common law, so the concepts are familiar

Important correction: many formation services still cite the "International Companies Act of 1987." The governing statute is the Samoa International Companies Act 1988, as amended — most recently by the International Companies Amendment Act 2014. Both SIFA and Samoa IBFC publish it under the 1988 title. If a provider quotes you 1987, they are working from old copy.

Why Set Up a Company in Samoa?

Speed and privacy, mostly. Samoa offshore company formation is not the cheapest option and it is no longer the most tax-friendly, but this jurisdiction is one of the tidiest to run.

What Samoa does well

• Fast incorporation. Two to three business days is normal, and SIFA registers within 24 hours where the file is complete.
• Real confidentiality. The register is not open to public inspection.
• Light upkeep. No annual return, no audit, no accounts to file.
• Any currency. Share capital may be expressed in the currency of any country except Samoa.
• Clean reputation. Unlike several rival offshore jurisdictions, Samoa appears on no current FATF blacklist or grey list, and the EU delisted it in February 2026.
• Portability. An existing company elsewhere can move in, and a Samoa company can move out.

What the structure is used for

• Holding company for shares in other offshore companies
• International trading and invoicing
• Asset protection structures
• Vessel ownership and ship registration
• Intellectual property holding

How Is Samoa Company Formation Changing in 2026?

This is the section most competitor pages have not updated. Two things happened, and both matter.

The stat: Samoa came off the EU blacklist on 17 February 2026

The Council of the European Union removed Samoa from its list of non-cooperative tax jurisdictions at its Brussels meeting on 17 February 2026, ending a listing that had run since 2017. Samoa was delisted alongside Fiji and Trinidad and Tobago, while the Turks and Caicos Islands and Viet Nam were added. SIFA confirmed the outcome in its press release of 18 February 2026.

The EU reviews this list twice a year. The next revision is scheduled for October 2026, so check the current position before you rely on it for banking or fundraising.

The price of delisting was the Miscellaneous (Removal of Tax Exemption for International Companies) Amendment Act No. 1 of 2026, enacted in January 2026. It removes the blanket tax exemption for international companies with effect from 1 January 2028.

What 25 years of formation work tells us

We have watched this exact sequence play out elsewhere. A jurisdiction gets listed, it repeals the ring-fenced exemption, and the doom-mongers announce the death of the structure. It rarely dies.

What actually happens is that the client base changes. The people who chose the jurisdiction purely for a zero rate leave. The people who chose it for speed, privacy, common law, and cheap upkeep stay — and they often find banking gets easier, because a delisted jurisdiction stops triggering automatic refusals at correspondent banks. Samoa has traded a tax headline for a reputational upgrade. For most of our clients that is a good trade.

What we know, and what we do not

Two things are on the public record. First, Samoa's Ministry of Revenue already taxes a non-resident company at 27% on Samoa-source taxable income only, while a resident company is taxed at 27% on worldwide income. Second, when the Cook Islands — the jurisdiction Samoa's own legislation was modelled on — repealed its equivalent exemption under the International Companies (Removal of Tax Exemption) Amendment Act 2019, its international companies simply became subject to the standard corporate rate, with a grandfathering window for companies licensed before the cut-off.

What we do not know is which of those two shapes Samoa will land on. As at August 2026, neither SIFA nor the Ministry of Revenue has published a post-2028 rate for international companies, and no grandfathering provision has been confirmed. Some providers are already marketing the reform as a straight swap to a territorial system that leaves foreign-source income at zero. That is an interpretation of what the amendment was for, not a published rule. Until one of those two bodies puts a number to it, treat the post-2028 position as open.

Are Samoa Companies Still Tax Free?

Today, yes. From 2028, not automatically.

Right now, under the Act, international and registered foreign companies are exempt from all income taxes, from other direct and indirect taxes, and from stamp duties on their transactions, profits and gains — and on dividends, earnings or interest paid on shares beneficially owned by non-residents.

For context, Samoa's standard company income tax rate is 27%, per the Ministry of Revenue — reduced from 29% with effect from 1 January 2007. Whether that rate lands on international companies after 2028 is the open question above.

Samoa has one double tax agreement in force — with New Zealand, signed 8 July 2015 and in force since 23 December 2015, replacing the earlier tax information exchange agreement. It is Samoa's only DTA, and an international company gets nothing out of it. New Zealand's Inland Revenue addressed this directly in the national interest analysis put before the New Zealand Parliament ahead of ratification: because entities registered under Samoa's international sector legislation are exempt from Samoan tax, they do not qualify as residents of Samoa under Article 4, and so are not entitled to benefits under the agreement. International companies are named in that assessment. Assume no treaty access and no reduced withholding rates.

What this means for you: the structure is still a sound holding or trading vehicle. Just do not buy it as a permanent zero-tax wrapper, and do not let anyone sell it to you that way.

Samoa Company Incorporation: Step by Step

Four steps, and you never leave your desk. Everything is filed through a licensed trustee company in Apia — that is a legal requirement, not an upsell.

1. Check and reserve the company name. Name approval comes from the Registry first. You can hold a reserved name for up to three months.
2. Send your KYC. Certified passport copy, certified proof of address dated within three months, and a CV or LinkedIn profile for every director, shareholder and beneficial owner.
3. Draft and file the constitution. Your trustee company prepares the memorandum of association and articles, the notice of registered office, and the director and secretary details, then files them with the Registrar.
4. Receive your company documents. Scans typically arrive within two days, hard copies by courier inside a week.

Choosing a company name

Your name must be unique and must not be identical or confusingly similar to a company registered in Samoa already. Names are cleared by the Registrar of Companies for the international register before anything else moves.

A name that is already registered in Samoa will be refused. It also cannot be undesirable in the Registrar's opinion, imply government or royal patronage, or suggest banking or insurance activity without a licence.

Every international company name must end with a word showing limited liability. SIFA accepts:

• Corporation or Corp; Incorporated or Inc; Limited or Ltd
• Berhad or Bhd; Gesellschaft mit beschränkter Haftung or GmbH
• Public Limited Company or PLC; Société Anonyme or Sociedad Anónima or S.A.
• Naamloze Vennootschap or N.V.; Besloten Vennootschap or B.V.; Aktiengesellschaft or A.G.

You may also register a foreign-character name alongside the English one. Chinese, Japanese and Arabic names are all accepted, subject to Registrar approval and a certified translation. For a Chinese-character name, SIFA requires a statutory declaration confirming the translator is fluent in both languages and that the translation is true.

Appointing your director and shareholder

One of each is enough, and one person can hold both roles. There are no nationality or residency limits. Company directors may be individuals or corporate bodies, and corporate shareholders are fine. Nominee director and shareholder services are available if you want your name off the formation paperwork.

What Does Samoa Company Formation Cost?

Two numbers matter when you are forming an offshore company here: what the government charges, and what your agent charges. Company formation in Samoa is priced in US dollars at both levels.

Government fees (SIFA, official)

These are set by SIFA and are fixed regardless of your share capital. Long-term registration is simply the annual licence fee paid in advance at a discount.

Every figure above comes from the SIFA fee schedule, checked August 2026, and the US$300 incorporation fee is separately confirmed by Samoa IBFC. Watch the Special Purpose International Company row: it is the only entity type here where the annual renewal costs more than the original registration.

Our fee

Our company formation services package for a Samoa IC is US$1,295 for the first year, covering the government registration fee, your local registered agent, the registered office, secretarial maintenance, and the full corporate document set. Annual renewal is lower, because after year one you are paying the US$300 government annual renewal fee plus agent and registered office services rather than the setup work.

Talk to us for a firm quote, with or without bank account opening bundled in.

Legal Requirements for a Samoa International Company

Fewer than most people expect. But the ones that exist are not optional.

Registered office and registered agent

Your registered office must be the office of a licensed trustee company in Samoa. You cannot use your own address. Every international company must also have a resident secretary or a resident agent, appointed by the directors, and that person or entity must be a registered trustee company or a wholly owned subsidiary of one, licensed under the Trustee Companies Act 2017.

In practice your agent provides all of it as one bundle. That is why a Samoa company registration cannot be done directly by you — it goes through a licensed provider by law.

Accounting records

Section 113(1) of the Act, as substituted by the International Companies Amendment Act 2014, requires you to keep financial records that disclose the company's current financial position, allow financial statements to be prepared, and record all money received and spent, all sales and purchases and other transactions, and the assets and liabilities. They can sit at the registered office or anywhere else the directors choose, as long as that office knows who holds them and where.

What that section does not do is set a retention period. A lot of formation services quote a flat seven-year rule for Samoa. That number is not in s.113(1), so treat it as your agent's internal policy rather than a statutory deadline, and ask them what they actually apply before you throw anything away.

What you do NOT have to do

• No audit, unless your articles require one or the members ask for it
• No financial statements filed with the Registrar
• No annual return to the Registrar — unless the IC is a licensed bank or insurance entity, which files under its own licensing regime
• No annual general meeting, if the members agree in writing to skip it
• No register of directors and secretaries is required at all unless the company opts to keep one

Samoa Company Types

The Act recognises three, and a fourth sits under separate legislation.

• International Company (IC). The standard vehicle. Limited by shares, by guarantee, or by both. It can change between those statuses later by special resolution, with a directors' statutory declaration lodged with the Registrar.
• Limited Life International Company (LLIC). Modelled on Wyoming LLC law and run under an operating agreement. Shares must be paid for before issue, and a member cannot transfer an interest without the written approval of all other members unless the agreement says otherwise.
• Foreign Company (FC). A company incorporated elsewhere that registers a presence in Samoa.
• Special Purpose International Company (SPIC). A separate 2012 statute, used mainly for structured finance. A SPIC has no shareholders and must at all times have a director provided by a Samoan trustee company.

Share Capital and Shares

Samoa is unusually relaxed here. There is no minimum capital requirement at all.

• Authorised capital may be any amount. Most offshore companies in Samoa use a standard authorised share capital of US$1,000,000, but nothing forces that figure.
• Shares may have a par value, no par value, or a mix of both, and may be fractional.
• Share capital may be expressed in the currency of any country except Samoa, in one currency or several.
• Share classes available include ordinary, preference, redeemable, non-voting and discounted shares.
• Shares need not be paid up. Subject to conditions, shares may even be issued by way of gift and without consideration. A company can be formed with a single issued share.

Bearer shares are no longer available. Section 39 of the Act, as substituted in 2014, deems the memorandum of any bearer share company amended with effect from 27 January 2014 so that it is not authorised to issue bearer shares or share warrants, and from that date the company ceases to be a bearer share company. Section 39A gave existing holders twelve months from commencement to convert; anything not converted ceased to be a bearer share. Any page still advertising bearer shares for a Samoa IC — including our own live page until this update — is out of date. All shares must be issued in registered form.

Privacy and Confidentiality

This is the reason most clients still choose Samoa.

The Samoa company registry is not open to public inspection. Anyone can run a name search to confirm a company exists and is in good standing, but that search shows nothing about who owns it. Director and member details are not published, and the Act makes unauthorised disclosure of shareholder, officer or director information a criminal offence.

Your registered agent holds current beneficial owner records, including ultimate beneficial ownership. Those records are not public. They can be released only to designated authorities — SIFA, the Financial Intelligence Unit, and the Ministry of Revenue or law enforcement — and only for legitimate compliance, investigative or international cooperation purposes.

Be realistic about what this means. The country applies the Common Reporting Standard and follows FATF standards. Privacy from the public is not the same as invisibility from your own tax authority. If you are resident somewhere that taxes worldwide income, you still declare it.

Key Corporate Features

What a Samoa International Company Cannot Do

The trade-off for the tax treatment is a ring fence around the local economy. Under the Act, an international company is prohibited from:

• Investing in a domestic company
• Acquiring assets from, carrying on business with, or settling property on anyone ordinarily resident in Samoa or on a domestic company
• Making any disposition or settlement of property outside Samoa in Samoan currency
• Sending outside Samoa any money or securities belonging to or controlled by a resident or a domestic company

It is allowed to hold deposits with a bank operating in or from Samoa, and to hold shares in other companies registered under the Act. So a Samoa IC works fine as a holding company inside an offshore business group.

Licensed activities — banking, insurance, reinsurance, fund management and trust management — need a separate licence before you can trade.

Moving an Existing Company to Samoa

Redomiciliation is a quiet strength here, and at US$100 it is one of the cheapest moves available anywhere. The reduced US$100 rate also applies to the annual licence fee for redomiciled companies, whatever their authorised capital.

If the law where your company currently sits allows transfer out, you can apply to the Registrar to continue in Samoa. Your company keeps its original incorporation date and its corporate history. You will need:

• Certified copy of the certificate of incorporation
• Certified copy of the memorandum and articles
• A certificate of good standing
• Certified copy of the directors' resolution approving the move
• Articles of continuance and revised memorandum and articles
• A copy of the provision in the original country's law that permits transfer out
• Notice of the registered address

Moving out again is also possible. It needs approval from three-quarters of shareholders of each class, three-quarters of debenture holders, all directors, a 30-day public notice in Samoa, and an affidavit listing creditors.

Corporate Details at a Glance

Anonymity and disclosure. The statute protects the names and details of beneficial owners and shareholders. Unauthorised disclosure is a criminal offence. Nominee services add a further layer.

Company shares. Registered shares of par or no par value, preference, redeemable, non-voting and discounted shares are all permitted. Bearer shares are not.

Required capital. None. Any amount, any currency except the tala.

Financial statements. Not filed and not audited by default. Not open to the public.

Directors. One is enough, any nationality, individual or corporate.

Secretary. A resident secretary or resident agent is required, supplied by your trustee company.

Company meetings. Anywhere in the world, or not at all if members agree in writing.

Principal legislation. International Companies Act 1988 (as amended 2014); International Trusts Act 1987; International Banking Act 2005; International Insurance Act 1988; Trustee Companies Act 2017.

Exchange controls. None.

Powers. The company has the same rights, powers and privileges as a natural person.

Language. The memorandum, articles and name may be in any language, including Chinese characters. The Registrar may ask for an English translation.

Time to form. 1–3 business days.

Frequently Asked Questions

• Can a foreigner start a business in Samoa?

  Yes. A Samoa International Company is designed for non-resident owners. There is no residency or nationality requirement for directors or shareholders, and you do not need to visit Samoa. You must appoint a licensed trustee company as your registered agent, and that agent files everything on your behalf. Note that this covers international companies only. Starting a domestic business that trades inside Samoa is a different process, runs under the Companies Act 2001 through the Ministry of Commerce, Industry and Labour, and involves foreign investment rules.

• How much does it cost to form and renew a Samoa company?

  Government fees are fixed: US$300 to register an international company and US$300 each year to renew. Long-term registration is cheaper per year — US$1,000 for five years, US$1,500 for ten, US$2,000 for twenty. Redomiciling an existing company in costs just US$100.

  Our own package for a Samoa IC is US$1,295 for the first year, covering the government fee, registered agent, registered office, secretarial maintenance and your full document set. Renewal is lower, since after year one you are paying the US$300 government fee plus agent and office services rather than the setup work. Contact us for a firm quote.

• Are Samoa companies still tax free?

  For now, yes. International companies are exempt from income tax, capital gains tax, withholding tax and stamp duty on foreign-sourced income. But the Miscellaneous (Removal of Tax Exemption for International Companies) Amendment Act No. 1 of 2026 removes that exemption from 1 January 2028. Samoa's standard company rate is 27%. How international companies are treated after 2028 has not been published, and no grandfathering provision has been confirmed, so do not build a long-term structure on the exemption without checking the current position with SIFA or the Ministry of Revenue.

• Why was Samoa removed from the EU tax blacklist?

  Because it gave up the blanket tax exemption. Samoa had been on the EU list of non-cooperative tax jurisdictions since 2017. In January 2026 it enacted the Miscellaneous (Removal of Tax Exemption for International Companies) Amendment Act, and on 17 February 2026 the Council of the European Union removed Samoa from the list alongside Fiji and Trinidad and Tobago. In practice this tends to make banking easier, because a delisted jurisdiction stops triggering automatic refusals at correspondent banks. The EU revises the list twice a year and the next revision is due in October 2026.

• Does Samoa have any double tax treaties?

  One. Samoa signed a double tax agreement with New Zealand on 8 July 2015, and it entered into force on 23 December 2015, replacing the earlier tax information exchange agreement between the two countries. That is Samoa's only DTA, and an international company gets no benefit from it. New Zealand's Inland Revenue told the New Zealand Parliament before ratification that entities registered under Samoa's international sector legislation, international companies included, do not qualify as residents of Samoa under Article 4 of the agreement and are therefore not entitled to its benefits. Assume no treaty access and no reduced withholding rates. Older pages, including our own, previously said Samoa had no treaties at all — that is out of date.

• Which law governs a Samoa international company?

  The International Companies Act 1988, as amended — most significantly by the International Companies Amendment Act 2014. You will see plenty of sites cite an "International Companies Act 1987." That is incorrect. SIFA and Samoa IBFC, the official bodies, publish the statute under the 1988 title.

• Can a Samoa IC issue bearer shares?

  No. The International Companies Amendment Act 2014 removed the power to issue bearer shares and share warrants with effect from 27 January 2014, and gave existing holders twelve months to convert them into registered shares. Any bearer shares not converted ceased to be valid. All shares must now be issued in registered form.

• What are the steps to form a company in Samoa?

  Four steps. First, get name approval from the Registry — you can reserve a name for up to three months. Second, submit KYC for every director, shareholder and beneficial owner. Third, your licensed agent drafts the memorandum and articles, the notice of registered office and the officer details, then files them with the Registrar. Fourth, you receive your certificate of incorporation and full document set. Scans usually land within two days.

• What documents do I need for company registration in Samoa?

  For individuals: a certified copy of your passport valid for at least six months, a certified proof of address dated within the last three months (bank statement, utility bill or driving licence), and a CV or LinkedIn profile. P.O. Box addresses are not accepted and documents must be in English or officially translated.

  For corporate shareholders: certificate of incorporation, memorandum and articles, register of directors, register of shareholders and UBOs, plus a business profile, certificate of incumbency or certificate of good standing dated within six months.

• Do I need a local director, shareholder or secretary?

  No local director or shareholder is needed. But you must have a resident secretary or resident agent in Samoa, and a registered office at a licensed trustee company. Your formation agent supplies both. A trustee company will also make an officer available as a resident director if you want one, though it is not required.

• Do I have to file an annual return or audited accounts?

  No annual return is filed with the Registrar, and no accounts are filed either. The exception is an IC that holds a banking or insurance licence, which reports under that licensing regime instead. You do have to keep accounting records that disclose the company's current financial position, its receipts and expenditure, its transactions and its assets and liabilities, and the registered office must know who holds them and where. An auditor is not needed unless your articles require one or the members ask for one.

• How long does Samoa company incorporation take?

  One to three business days once your name is approved and KYC is complete. SIFA states an IC can be registered within 24 hours where all requirements are met. Scanned incorporation documents typically arrive within two days, with hard copies by courier inside a week.

• Can I move my existing company to Samoa?

  Yes, provided the law where it is currently registered permits transfer out. The company keeps its original incorporation date and corporate history. The government fee is US$100, one of the lowest anywhere, and the reduced US$100 rate also applies to the annual licence fee for redomiciled companies. You will need certified copies of the certificate of incorporation, memorandum and articles, a certificate of good standing, the directors' resolution, articles of continuance, and the provision of foreign law permitting the move.

• What business activities are restricted?

  An international company cannot invest in a domestic Samoan company, do business with or settle property on Samoa residents or domestic companies, make settlements outside Samoa in Samoan currency, or send a resident's money or securities out of Samoa. Banking, insurance, reinsurance, fund management and trust management all need a separate licence. It can hold deposits with a Samoan bank and hold shares in other companies registered under the Act.

• Will my name appear on a public register?

  No. The register is not open to public inspection. Anyone can run a name search to confirm a company exists and is in good standing, but it reveals nothing about ownership. Your registered agent holds beneficial ownership records, which are disclosed only to SIFA, the Financial Intelligence Unit, and the Ministry of Revenue or law enforcement, and only for legitimate compliance or investigative purposes. Samoa does apply the Common Reporting Standard, so information may be exchanged with your home tax authority.

• What company types can I register in Samoa?

  Three under the governing statute: the International Company (limited by shares, by guarantee, or both), the Limited Life International Company, and the Foreign Company. A fourth, the Special Purpose International Company, sits under the Special Purpose International Companies Act 2012. Most clients use the standard International Company limited by shares.

Samoa Company Formation with Offshore Protection

Our package includes:

1. Government registration fee (first year)
2. Registered office address (first year)
3. Registered agent services (first year)
4. Company secretarial maintenance
5. Certificate of incorporation
6. Memorandum and articles of association
7. Appointment of first directors
8. Consent actions of the board
9. Share certificates
10. Register of directors
11. Register of officers
12. Register of shareholders
13. Free phone and email consultations

Join thousands of clients who have used Offshore Protection for more than 25 years. Buy any offshore company formation product and you get free support from our lawyers on day-to-day management questions.

Start your Samoa company incorporation today. Order a Samoa IC with or without an offshore bank account, or ask us for a tailor-made package built around what you actually need.

A Samoa offshore company still gives you speed, privacy, and a light compliance load for a few hundred dollars a year in government fees. Just go in with open eyes: the tax exemption ends on 1 January 2028, so build your structure around what Samoa does well, not around a rate that is already scheduled to change. Talk to us before you file. We will tell you honestly whether Samoa fits.