America Samoa LLC Limited Liability Company

    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:

• Advantages of a Samoa LLC
• Top Uses
• Key Corporate Features
• Registration Package
• Requirements for Incorporation
• Taxation
• Corporate Details

Advantages of a Samoa LLC

• A Samoa LLC is a separate legal entity
• Members/Managers are not liable for the debts of the entity as members are protected with Limited Liability
• LLC has a pass through tax structure as tax on revenue is passed on to its Members/Managers as income tax
• English Common Law system
• Requires only two members to incorporate a LLC
• English is the main language
• No currency restrictions
• Reasonable formation fees
• Financial information is not open to the public
• No auditing or reporting of records of financial information in required
• No annual returns are required
• Migration of domicile is permitted

Top Uses

• Tax structuring flexibility
• Professional Groups
• Family or Estate Planning
• International business
• Joint Venture businesses
• International investment vehicle

Key Corporate Features

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 

Requirements for Incorporation

A Samoan IC application is made to the Registrar of International and Foreign Companies through a licensed trustee company with an application that includes:

• The registration fee
• A certified copy of its Certificate of Incorporation
• A certified copy of its Memorandum and Articles of Association;
• A list of its members with a minimum of two that include physical address, contact information and certified copies of passports

Taxation

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:

• Income tax
• Capital gains tax
• Dividends tax
• Stamp duty
• Corporate tax
• Estate tax

Corporate Details

Anonymity, Confidentiality and Disclosure

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.

Company Shares

There are no company shares in a LLC

Financial Statements required

There are no financial statements that need be submitted to the Register

Company Secretary

A local and qualified secretary is required for a Samoan LLC

Company Meetings

Company meetings are not required

Principal Corporate Legislation

• International Companies Act 1987
• International Trusts Act 1987
• The Offshore Banking Act 1987
• The International Insurance Act 1988

Type of Law

English Common Law

Managers

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.

Shareholders

There are no shareholders in a Samoan LLC. Beneficial owners are called Members/Managers.

Members

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.

Trading Restrictions

A Samoan LLC shall not conduct business activities with residents of Samoa or own physical real estate property.

Exchange Controls

There are no exchange controls in Samoa

Powers of the Company

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.

Language of legislation and Corporate Documents

English

Registered Office required

A registered office is required for a Samoa LLC

Required Capital

There are no capital requirements because shares are not issued in an LLC.

Local Presence

A local qualified secretary is required, as well as a registered office for a Samoa LLC

Audit Requirements

There are no auditing requirements for a Samoan LLC

Annual Reporting

There are no reporting requirements for a Samoan LLC

Shelf Companies available

Yes

Time required to form offshore company

1-3 Business Day

Name Restrictions

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.

Language of Name

English

Names of Company requiring a special licence or permission

A Samoan LLC 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 LLC must end with the word Limited Life Company or its abbreviation, “LLC”.

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

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