Samoa
International Company (IC)

Benefits of Samoa IC Registration

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    1 Director, 1 Shareholder Required, No Locals

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    Incorporation in 1-2 days

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    Legal System Based on Common Law

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    No Filing of Financial Records, No Auditing

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    No Local Tax for Income outside Samoa

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    No Public Record for Directors and Shareholders

Samoa ICs activities

Under the Samoa IC Act of 2009 as it was amended, the Samoa IC is an independent legal entity and has the same capacity to engage in any business provided that the activity is allowed by its memorandum and articles of association. The Laws of Samoa do not require a license such as bank, insurance, assurance, collective investment schemes etc.  Also, a prime limitation imposed by the Laws of Samoa is that the IC Company is not permitted to carry out business with Samoa residents or owning an interest in real property situated in Samoa, in order to be exempt from local taxes.

Samoa IC is optimal for:

  1. International Business
  2. Investment and Trading activity
  3. Commercial Trading
  4. Technology and Web Business
  5. Asset and Wealth Protection

International Company incorporation checklist:

If you are considering the incorporation of a Samoa IC Company, you should take into consideration the following points:

Company’s name

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.

Registered office

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.

Directors

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.

Secretary

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

Shareholders

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.

Beneficial owners

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.

Share capital

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.   

Paid up capital

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.

Incorporation period

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

Shelf companies

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

Economic substance

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.

Accounting records and annual returns

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.

Taxation

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.

Disclaimer: Buy Now Companies and its affiliates do not provide tax, legal, or accounting advice. Materials provided by Buy Now Companies and [insert domain name] have been prepared for informational purposes only, and is not intended to provide, and should not be relied on for tax, legal, or accounting advice. You should consult your own tax, legal, or accounting advisor with regard to your own tax, legal, or accounting scenario. Nothing on this webpage shall be construed as a contractual commitment or as a warranty. Services conditions are governed by the applicable terms and conditions.

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