You might also want to read the Samoa Offshore Company Formation (IC) page
A Samoa Limited Life Company (LLC) is similar to a US Limited Liability Company (LLC), which is a hybrid entity combining specifics of both a partnership and a corporate company structure. The main difference is that a Samoan LLC has a limited life of 50 years, though like other traditional LLCs, it still provides limited liability to its members. A Samoa LLC provides exceptional asset protection and confidentiality regulations that ensures privacy and security.
The LLC is able to protect the personal assets of its members and managers similar to the way a corporation protects shareholder assets. If the LLC goes into default, its members cannot be for personal held liable for the debts incurrent by the company. Samoa’s offshore company formation products were created through the adoption of the Samoan International Companies Act in 1987, modeled after the Wyoming LLC legislation, which makes an LLC a transparent entity for income tax purposes.
In keeping up with the changing landscape of the offshore financial market, Samoa formed an International Finance Authority Act 2005 to regulate and promote the country’s offshore financial market. A Samoan LLC is exempt from local taxation, reporting and auditing financial accounts, has minimal company formation requirements and only needs two members to form a company making Samoa a highly attractive yet underrated jurisdiction to form an offshore company.
For more information on the Advantages of Samoa as an Offshore Financial Center, click here.
Table of Contents:
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|Samoa LLC||Corporate Details|
|Type of Entity||Limited Life Company (LLC)|
|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 (excluding taxation)||US $300|
|Access to Double Taxation Treaties||No|
|Share capital or equivalent|
|Standard currency||US Dollar|
|Minimum paid up||N/A|
|Bearer shares allowed||N/A|
|No-par-value shares allowed||N/A|
|Publicly accessible records||No|
|Location of meetings||Anywhere|
|Corporate directorship allowed||Yes|
|Publicly accessible records||No|
|Corporate members 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||US $300|
|Annual Return Filing Fee||N/A|
|Requirement to file annual return||No|
|Migration of domicile permitted||Yes|
A Samoan IC application is made to the Registrar of International and Foreign Companies through a licensed trustee company with an application that includes:
All Samoan based LLC’s that conduct their business activities outside of the country and are not residents are not liable to pay any form of local taxes, including but not limited to:
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The identity of members and managers are not available to the public and are held confidential by the Register. The only records that are available to the public are only the Certificate of Incorporation, Memorandum and Articles of Association, and address of the trustee company. It is illegal and against the law to disclosure financial information or contact details of members or managers of a LLC.
There are no company shares in a LLC
There are no financial statements that need be submitted to the Register
A local and qualified secretary is required for a Samoan LLC
Company meetings are not required
English Common Law
A Samoan LLC may be managed through its Members or by one or more appointed Managers. The Members/Managers may be of any foreign nationality and residents of any foreign country. An individual may be named, elected, or appointed in the operating agreement as a manager of the LLC by its members. If no manager is named the management is then determined by the individual who has the largest percentage share of profits amongst the members.
There are no shareholders in a Samoan LLC. Beneficial owners are called Members/Managers.
There is a requirement of a minimum of two (2) Members that are needed to form an LLC. Members may be of any foreign nationality and reside in any foreign country and can be either a natural person or a corporate entity. Details, responsibilities and specifics such as the distribution of profits and the breakdown of powers should be stated in a formal operating agreement.
A Samoan LLC shall not conduct business activities with residents of Samoa or own physical real estate property.
There are no exchange controls in Samoa
A Samoan LLC is a Limited Life Company that is similar to the US Limited Liability Company where its members have a limited liability, the income and losses of which are passed on through to its members.
A registered office is required for a Samoa LLC
There are no capital requirements because shares are not issued in an LLC.
A local qualified secretary is required, as well as a registered office for a Samoa LLC
There are no auditing requirements for a Samoan LLC
There are no reporting requirements for a Samoan LLC
1-3 Business Day
A Samoan LLC 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.
A Samoan LLC must first obtain an appropriate license to conduct business activities in banking, insurance, assurance, reinsurance, fund management, and trust management
A Samoa LLC must end with the word Limited Life Company or its abbreviation, “LLC”.
Samoa is not a party to any double taxation treaties
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*Note for U.S. citizens: US citizens are limited in their tax reduction possibilities due to FATCA and CFC laws. Opening an offshore company can increase privacy and asset protection, but you can not eliminate your taxes without giving up your citizenship. If you are a US citizen you are obligated to pay taxes on all worldwide income. Read more here about FATCA and CFC laws.
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