Registration in Samoa

It must not contain sensitive words which are prohibited by legislation. The following words are prohibited: “Building Society”, “Chamber of Commerce”, “Chartered”, “Cooperative”, “Imperial”, “Municipal”, “Royal”, “Assurance” “Bank”, “Insurance”, “Trust” and any other words implying connection with university or professional association or activity prohibited by the Law. There is also a prohibition for words implying patronage or any connection with the governments or governmental departments of any country.

The company’s name must not be very similar to existing names on the registrar and it must not contain improper or objectionable words. It must end with a word or abbreviation signifying a corporate body or Limited Liability, for example: “Limited”, “LTD”, “Corporation”, “Corp”, “Incorporated”, “Inc.” SA”, “NV” or GmbH” etc.

A Samoa IC Company is required to have a registered office address in Samoa which must be provided by an authorized registered agent in Samoa.

One director is the minimum required. There is no requirement for them to be locals and there is no requirement regarding the place and frequency of the board meetings.

Corporate entities can be appointed as directors. The director and shareholder can be the same person. The director’s details are not registered on the public record and cannot be accessed by the public, those details are only held by the registered agent of the IC Company, who is bound by the law to keep this information.

The appointment of a secretary is mandatory; it may be a local corporate entity or a natural person having the governmental license.

One shareholder is the minimum required. There is no requirement for them to be locals and corporate entities can be appointed as shareholders. There is no requirement regarding the place and frequency of the shareholders’ meetings.

The director and shareholder can be the same person. The shareholders details are not registered on the public record and cannot be accessed by the public, those details are only held by the registered agent of the IC Company who is bound by the law to keep this information.

The beneficial owners’ details are not registered on the public record and cannot be accessed by the public, those details are not held by the registered agent of the IC Company since they are not used during the incorporation.

The owners of an IC Company are free to determine any amount as the authorised capital at incorporation and it can be de-nominated in any currency, though the US Dollar is mostly preferred, and the amount of 50,000 USD is suggested. The authorised capital is the maximum amount of capital that the company is authorised by its constitutional documents to draw from its shareholders in exchange of the shares issued.

A Samoa IC Company may have shares, with or without par value, with or without voting rights, preferential or common and may be issued in any currency except the currency of Samoa. Bearer shares are not permitted.   

No requirement is imposed on minimum paid up capital at incorporation, this means that the owners of an IC Company are not required to set a deadline as to when such capital must be paid up.

An IC Company in Samoa can be incorporated within one to two days. Samoa is considered to have one of the fastest registries worldwide.

Ready-made but unused IC Companies are available in Samoa, in case you are in need of a quicker incorporation process.

The legislation of the Samoa does not contain any requirements regarding the economic substance of the International Companies such as having enough employees, premises or amount or expenditures. The only requirement is that it has to have a registered office address, which must be provided by an authorised registered agent in Samoa. Also, the Samoa IC Company is prohibited to conduct any business activity within the territory of the jurisdiction or with the residents of  Samoa.

The IC Company must keep accounting records at its registered office in Samoa, about its assets and liabilities to reflect accurately its financial situation. The IC Company is not required to file its accounting records, nor is required that those accounts be audited. The obligation to prepare and file the annual return is absent as well. The only exception is in case the company is involved in activities that require licensing such as banking, insurance, investment schemes etc.

There is an exemption in the jurisdiction of Samoa from any tax on income or profits for IC Companies, given that the company does not carry out any business and does not own real estate within the territory of Samoa. In addition, Samoa imposes no tax on dividends, earnings, rental income, interest, royalties and revenues.