America Samoa Limited Liability Company LLC

What Is a Samoa LLC?

Is it a company or a partnership? It is a bit of both.

The LLC is a hybrid. It has its own legal identity, like a company. Yet its profits and losses are designed to pass through to its owners, like a partnership. Here are the basics:

• The law: The LLC sits in Division 3 of Part 3 of the International Companies Act 1988, at sections 30A to 30M. That is the LLC legislation — every rule below comes from it.
• The US link: The design follows US Wyoming legislation and allows the LLC to be interpreted by the US IRS as a transparent entity for income tax purposes. Your real US treatment depends on your own filings, so check with a US tax adviser.
• The limited life: An LLC runs for 50 years from the date of its certificate, unless your memorandum sets another term (s30C(1)(f)).
• The name ending: Your name must include Limited Life International Company, LLC, L.L.C., Ltd. Life Co. or Limited Life International Co. (s30F).

These features make the country attractive as the jurisdiction of choice for people who want an LLC that US advisers already understand. Learn how an LLC supports asset protection.

Samoa LLC vs. a US Territory LLC

Two places share a name. They share almost nothing else.

• Independent state: This page covers the independent country, known as Western Samoa until 1997. Its international register is run by the Samoa International Finance Authority (SIFA).
• US territory: An American Samoa LLC is a different animal. It is formed under the laws of a US territory next door. If you want an LLC in American Samoa, you deal with its government, not SIFA.
• EU status: On 17 February 2026 the EU took the independent state off its tax blacklist. The US territory is still on it (SIFA press release).
• Local vs. international: Local businesses register with the Ministry of Commerce, Industry and Labour under the Companies Act 2001 (MCIL). Your LLC does not. It registers through SIFA.

Advantages of a Samoan LLC

Why do planners like this LLC? The list is short and practical.

• It is a separate legal entity.
• Members and managers are not liable for its debts, by statute (s30G(5)).
• Its pass-through design suits US-facing structures.
• It runs on English common law, and English is the business language.
• There are no exchange controls.
• Government fees are low: US$300 to register and US$300 to renew (SIFA fee schedule).
• Member records are not open to the public.
• No audit and no accounts filed with the Registrar.
• No directors and no company secretary to appoint (ss30E(5), 30J(4)).
• You can move the LLC in or out of the country later.

Prefer shares and a board? Read our International Company (IC) page

Top Uses

Who uses one? Mostly people who plan across borders.

• Flexible tax structuring for US-facing owners
• Professional groups and joint ventures
• Family and estate planning
• International trade and consulting
• Holding investments abroad, often paired with an offshore bank account

Key Corporate Features

Want the whole picture on one screen? Here it is.

How to Form a Company in Samoa, Step by Step

How hard is it to register the company? Not very. A licensed trustee does most of the work. Use this LLC formation checklist:

1. Pick your trustee. Your LLC needs a registered office and agent which is normally provided by a trustee company located in Samoa. Every trustee must hold a SIFA licence (see the directory).
2. Line up two members. The Act sets a floor of two members, so decide early who they are. They can be people or companies, of any nationality, resident anywhere outside Samoa.
3. Pass the checks. Each member sends a certified passport copy, proof of address and contact details.
4. Reserve a name. The Registrar approves it first. A reservation holds the name for three months and can be extended for another three (s22).
5. File the papers. Only a trustee company can lodge. It files the memorandum and your articles of organization, names the resident agent, and pays the US$300 fee.
6. Sign the operating agreement. Members can sign it before, after or at the time of formation.
7. Get your certificate. The Registrar issues a certificate of incorporation confirming registration as a limited life international company (s30B).

With us, the full incorporation process usually takes 1–3 business days.

How Is the LLC Taxed?

Will your LLC pay tax in Samoa? Until the end of 2027, no. From 2028, that changes — and this is the single biggest thing to understand before you form one.

Until 31 December 2027, SIFA describes these companies as exempt from all forms of direct and indirect tax, plus stamp duty, on their profits and payouts (SIFA). In plain terms, a non-resident LLC trading abroad is exempt from local taxation on:

• Profits and corporate tax
• Capital gains
• Dividends and interest paid out
• Stamp duty on its deals

From 1 January 2028, the picture shifts. Parliament passed the Miscellaneous (Removal of Tax Exemption for International Companies) Amendment Act 2026 on 21 January 2026. The Act does three things worth knowing:

• It strikes the words "income tax and from the payment of any other direct or" out of section 249(2) of the International Companies Act 1988. Income tax and other direct taxes stop being exempt; the exemption from indirect taxes stays in the section.
• It commences on 1 January 2028, and its transitional clause says every exemption it removes "continues to apply until 1 January 2028".
• It is administered by SIFA and applies across the whole international sector, LLCs included, because it amends the Act your LLC is registered under.

Samoa's ordinary company income tax rate is 27%. How it will be applied to international companies after 2027, and whether foreign-source income will sit inside or outside the charge, has not yet been set out in published guidance.

Your home country still counts. Local tax benefits never replace your duty to comply with the tax laws where you live. Samoa also shares tax data: it has signed 17 tax information exchange agreements and takes part in automatic exchange under the Common Reporting Standard.

Members, Managers and Your Operating Agreement

Who runs the LLC? You decide, and you put it in writing.

• Members: Owners are called members, not shareholders. You need at least two. They can be people or companies, and they can be of any nationality and reside in any country outside Samoa.
• Managers: Management sits with the members by default, in proportion to what each has contributed to capital. The articles of organisation can instead vest management in one or more managers, elected by the members (s30H).
• The 1% rule: Unless your operating agreement says otherwise, members who act as managers must hold at least 1% of the LLC's income and at least 1% of its paid-up capital and reserves throughout its life (s30E(1)(c)).
• No directors: An LLC managed by its members or by appointed managers is exempt from the Act's director rules. There is no board and no register of directors to keep.
• Liability to third parties: The debts, obligations and liabilities of the LLC are its own. They do not pass to the manager or members.
• Transfers: A member cannot transfer an interest without written consent from all other members, unless the agreement says otherwise. A transferee without consent gets the profit share only, not a seat at the table (s30I).

It should list the details of members, how profits are split and who holds which powers. It protects the members of the LLC if they ever disagree.

Privacy, Confidentiality and Records

Who can see your name? Not the public. The whole design leans on privacy and security.

• The company registry is not open to general public inspection. The Registrar cannot hand over filed documents without notice to the company or its trustee (s12).
• Member and manager names sit in a register kept by the company itself, not on a public list. Samoan law makes it an offence to disclose protected company information without authority (s227).
• Privacy is not secrecy from regulators. Your trustee keeps ownership details that SIFA and other authorities can request, and Samoa exchanges account data automatically.

You still need to maintain accurate and up-to-date records. Keep whatever accounts show the LLC's true financial position. You are not required to file accounts with the Registrar, so there is no public filing trail.

Names, Restrictions and Licences

Can you call your LLC anything? Almost.

• The name cannot match or closely copy an existing name.
• It cannot suggest royal or government links, or anything the Registrar considers undesirable.
• Words suggesting banking or insurance cannot be used without approval.
• Banking, insurance, reinsurance, fund management and trust work all need a separate licence.

Your LLC also cannot:

• Do business with residents of Samoa.
• Own real estate in Samoa.
• Have a Samoan citizen or resident as a member.

Governing laws include the International Companies Act 1988, the International Trusts Act 1987, the International Banking Act 2005, the International Insurance Act 1988, the Trustee Companies Act 2017 and the Samoa International Finance Authority Act 2005, which set up SIFA to regulate and promote the sector.

LLC Fees: Formation and Renewal

How much will you really pay? Less than in most places.

• Government registration: US$300. SIFA's schedule lists the Limited Life International Company on its own line (SIFA).
• Yearly renewal: US$300, due 30 November, plus trustee and agent fees.
• Long-term registration: SIFA's schedule prices 5, 10 and 20-year registration at US$1,000, US$1,500 and US$2,000 — but it prices those under "Long Term company", and gives the LLC a flat US$300 line instead. Treat the LLC as an annual renewal unless your trustee confirms a long-term election is open to it.
• Moving a company in: US$100 for a redomiciled company.
• Our formation package: from US$1,500.

How Is Samoa Company Formation Changing in 2026?

Did you know the EU took the country off its tax blacklist this year?

• The stat: On 17 February 2026, the Council of the EU removed the country from its list of non-cooperative tax jurisdictions, alongside Fiji and Trinidad and Tobago. Samoa had been listed since 2017 (SIFA, 18 Feb 2026). The government credits the tax reform it enacted in January 2026 (Samoa IBFC).
• The trade-off: The delisting and the 2028 tax change are the same event seen from two sides. Samoa gave up the blanket exemption to get off the list. You gain reputation now and lose the zero-tax status in 2028.
• Our insight: In 25 years of forming companies, we have seen blacklist exits matter more to banks than to clients. The clients who do best with this LLC use it for liability separation, US-friendly structuring and privacy. If zero tax was your only reason, plan now, not in December 2027.
• Our prediction: We expect bank onboarding for these LLCs to get somewhat easier over the next 12–24 months, as compliance teams drop the blacklist flag. We also expect restructuring questions to peak in 2027, even though it stays a low-cost offshore jurisdiction. Both depend on how the post-2028 rules are finally written.

LLC Incorporation with Offshore Protection

What do you get when you order? Everything you need on day one.

Registration 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 Organisation
6. Articles of Organisation
7. Minutes of First Organisers Meeting
8. Ownership Certificates
9. Register of Members
10. 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 company formation products, you'll get FREE support from our lawyers to help answer your day-to-day management questions.