Samoa Company Incorporation Overview

(Prices below do not include Nominee Director. Please refer to our Nominee Service Price List for fees.)

Prices in USD
Incorporation* $1,300
Bank Account $800
*includes first year Company Secretary

 

International Business Company's (‘IBC’s’) are companies incorporated in Samoa under the International Companies Act of 1987, but whose business is to be conducted outside Samoa, and which may not do business with any person resident in Samoa.

 

Samoa IBC’s are not as popular as they should be given the quality of the legislation, the good reputation of the government, their administrative ease, flexibility and taxation exempt status and the fact that they are widely accepted and understood by the international financial community.

 

Western Samoa is not party to any mutual assistance, gateway, or information exchange agreements unlike some of the British Dependent Territories. While taking a hard line on money laundering and fraud, Samoa has legislated to protect the confidentiality of its International Companies. In addition to common law protection, it is a legislated criminal offence to divulge any information regarding the shareholders, officers or operations of a Samoan International Company.

 

The International Companies Act expressly denies any right to disclose information that “will, or is likely to, result in the payment of any tax, other penalty or any fine by the company” (section 227 (4) (c) of the Act). Western Samoan legislation also gives far reaching powers to an International Company. Of particular interest to prospective clients is Article 4, Schedule 1 of the International Companies Act, 1987 (Section 20). It states that under The Powers of an International Company “it may acquire, hold, dispose of or deal with the whole or any part of the undertaking of any other company, association or business”.

 

A court order is only possible in cases of improper conduct of directors during winding up, fraud or dishonesty, or money laundering. Also, in Western Samoa the definition of “debt” specifically excludes any " “taxation, fines or penalties imposed by any government”. A foreign taxation authority is therefore unable to petition the court for the winding up of an International Company in Western Samoa for the recovery of tax related debts, because the court cannot recognize any taxation payable as debt.

 

The uniqueness of the Samoan legislation is also demonstrated by an asset protection section of the Act (Section 228 (B)) whereby a member can elect that his shares in the company can be automatically vested in a specified person on the occurrence of a specified event. The definition of “specified event” is flexible but it typically includes the occurrence of a foreign expropriation or court order. This can also be used by the original beneficial owner to pass a company on to his or her beneficiary upon presentation of the death certificate of the original owner. There are no similar statutory provisions protecting member interests in BVI or other traditional jurisdictions.

 

 

Key Corporate Features

 

General

Type of Entity IC
Type of law Common
Shelf Company Availability Yes
Minimum Government Fees (Excluding Taxation) US$ 400
Corporate Taxation None on Foreign Profits
Double Taxation Treaty Access No

Share Capital or Equivalent

Standard Currency USD
Permitted Currencies Any
Usual Authorized US$ 1,000,000
Minimum Paid-up Capital US$1.00
Directors or Managers
Minimum Number One
Local Required No
Public Access to Records No
Location of Meetings Anywhere
Members
Minimum Number One
Public Access to Records No
Location of Meetings Anywhere
Company Secretary Required Yes
Local or Qualified Not Required
Accounts
Requirement to Prepare Yes
Audit Requirements No
Requirement to File accounts No
Public Access to Accounts No
Other
Requirement to File Annual Return No
Change of Domicile Permitted Yes

 

 

 

General Information

Samoa, which comprises two large islands and seven smaller isles, is situated in the centre of the Southern Pacific Ocean, approximately equidistant between Honolulu and Sydney and immediately east of the International Date Line. The Islands have a total land area of approximately 2,727 sq km. The administrative and commercial centre is situated in its capital, Apia.

 

Infrastructure & Economy

Air services provide direct access to New Zealand, Australia, Fiji, Cook Islands and Hawaii. The country has adequate docks and is well serviced by pacific regional shipping services. Samoa has an excellent international telecommunications system with telex, facsimile and international direct dial facilities via satellite. Agriculture employs 50% of the workforce and contributes more than 50% to GDP and 90% of exports. Tourism has now become the most important growth industry.

 

• Language

  • The Samoan Polynesian language is dominant but English is widely spoken and is taught in all schools.

 

• Currency

  • Samoan Dollar (Tala - WST).

 

• Exchange Control

  • None

 

• Type of Law

  • Based on English Common Law with local modifications and local statutes.

 

• Principal Corporate Legislation

  • International Companies Act of 1987, as amended.
  • International Trusts Act, 1987.
  • The Offshore Banking Act, 1987.
  • The International Insurance Act, 1988.

 

Company Information

 

• Type of Company for International Trade and Investment

  • Companies incorporated under the International Companies Act of 1987, as amended.

 

• Restrictions on Trading

  • An International Company cannot trade with Samoans or own local real estate. An International Company cannot undertake the business of banking, insurance, assurance, reinsurance, fund management, the management of collective investment schemes, trust management, trusteeship or any other activity that may suggest an association with the bank or insurance industries without obtaining the appropriate license.

 

• Powers of Company

  • A company incorporated in Samoa has the same powers as a natural person.

 

• Language of Corporate Documents

  • The corporate documents of an International Company may be in any language.

 

• Shelf Companies Available

  • Yes.

 

• Language of Name

  • Names may be expressed in any language. The Registrar may request an English translation to satisfy him that the proposed name is not a restricted or licensable name.

 

• Registered Office Required

  • Yes, must be maintained in Samoa and must be maintained at the office of a licensed trust and management company

 

• Name Restrictions

  • Any name that is identical or similar to an existing name. Any name which in the opinion of the Registrar is undesirable, offensive or indecent.
  • Any name that may suggest royal or government patronage. Any name that suggests an association with the banking or insurance industries.

 

• Suffixes to Denote Limited Liability

  • Limited, Corporation, Incorporated, Société Anonyme or the relevant abbreviations.

 

• Disclosure of Beneficial Ownership to Authorities?

  • No

 

 

If you are a lawyer, accountant , tax advisor or financial consultant and require services for your clients, please contact us for further options.

 

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