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|
|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
|Shelf company availability||Yes|
|Our time to establish a new company||1-3 Business days|
|Minimum government fees (excludes taxation)||USD $300|
|Access to Double Taxation Treaties||No|
|Share capital or equivalent|
|Standard currency||US Dollar|
|Minimum paid up||USD $1|
|Usual authorized||USD $1,000,000|
|Bearer shares allowed||Yes|
|No par value shares allowed||Yes|
|Publicly accessible records||No|
|Location of meetings||Anywhere|
|Corporate directorship allowed||Yes|
|Publicly accessible records||No (optional)
|Corporate shareholder allowed||Yes|
|Location of meetings||Anywhere|
|Local or qualified||Yes|
|Requirements to prepare||Yes|
|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|
|Requirement to file annual return||No|
|Migration of domicile permitted||Yes|
Advantages & Top Uses of an Samoa IC
- 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
- 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.
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.
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.
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.
A Samoan IBC requires a local qualified secretary.
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
A Samoan IC must have a minimum of one shareholder of any nationality. Corporate shareholders are allowed.
A Samoan IC cannot trade with local residents or own conduct any business activities in local real estate.
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
A local secretary is required as well as a local registered office.
There are no audit requirements for a Samoan IC.
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
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
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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