Samoa Offshore Company Formation

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.

Table of Contents:

• Advantages of a Samoa Offshore Company
• Top Uses
• Key Corporate Features
• Product Packages Includes
• Document Requirements
• Corporate Taxation
• Corporate Details

Advantages of a Samoa Offshore 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

Key Corporate Features

Product Packages 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. Memo & Articles of Association
7. Appointment of 1st Directors
8. Consent Actions of the BOD
9. Share Certificates
10. Register of Directors
11. Register of Officers
12. Register of Shareholders
13. FREE Phone and/or email consultations

Document Requirements

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

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

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.

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

Samoa Company Registration Process with Offshore Protection

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