GENERAL INFORMATION
Samoa, which comprises of two large islands and several 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. Samoa has been a
fully independent nation since 1962 and its constitution provides
for a parliamentary Government which combines the traditional Samoan
social structure and a democratic voting system.
The legal system of Samoa is based on English common law and
incorporates a considerable body of New Zealand statute law due to
the fact that prior to independence New Zealand was the
administrating authority of Samoa. Population is approximately
162,000 of whom 90% are indigenous Polynesians. The balance of the
population is of part Samoan and part Chinese or European
extraction.
Samoa has sophisticated international telecommunications system
with telex, facsimile and international direct facilities via
satellite. There are regular international flights to and from
Australia, New Zealand and the surrounding Pacific Islands.
FEATURES OF SAMOA IBC
Type of Company for International Trade and
Investment
Companies incorporated under the International Companies Act of
1987, as amended.
Powers of Company
An International Company has all the powers of a natural person.
Restrictions on Trading
An International Company cannot trade with Samoans nor 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 licence.
Language of Legislation and Corporate
Documents
The corporate documents of an International Company may be in any
language.
Registered Office
A registered office must be maintained in Samoa at the address of a
licensed trust and management company.
Shelf Company Available
Yes.
Time to Incorporate
One day, however, delivery time up to 2 weeks should be allowed.
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.
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.
Names Requiring Consent or a Licence
Bank, building society, savings, loans, trust, trustees, insurance,
assurance, reinsurance, co-operative, council, Chamber of Commerce,
university or their foreign language equivalents.
Suffixes to Denote Liability
Limited, Corporation, Incorporated, Societe Anonyme, Sociedad Berhad
Anonima or the relevant abbreviations.
Disclosure of Beneficial Ownership to
Authorities
No requirement.
Authorised and Issued Share Capital
The normal authorised share capital is US$ 1,000,000, which may be
expressed in any currency. The minimum issued capital is one share
of no par value or one share of par value.
Classes of Shares Permitted
Registered shares of par or no par value, bearer shares, preference
shares, redeemable shares, shares with no voting rights and
discounted shares.
Bearer Shares Allowed
Yes.
Taxation
Companies incorporated under the International Companies Act of 1987
are not liable to pay any income or corporation tax.
Double Taxation Agreement
Samoa is not party to any double tax agreement.
Licence Fee
An International Company pays an annual licence fee of US$ 300,
unless at the time of incorporation, it elects to pay a licence fee
to cover the following periods:
5 years US$ 1,000
10 years US$ 1,500
20 years US$ 2,000
Financial Statements Requirements
No requirement under the International Companies Act of 1987 to file
accounts. A company is required to keep financial records, which
reflect the financial position of the company.
Directors
The minimum number of directors required for an international
company is one. The directors may be natural persons or bodies
corporate, be of any nationality and need not be resident in Samoa.
Company Secretary
An International Company must appoint a company secretary. The
company secretary can be a natural person or a body corporate. The
company secretary can be of any nationality and need not be a
resident of Samoa.
Shareholders
The minimum number of shareholders is one unless a specific type of
debenture is outstanding in which case it is permitted to have no
shareholders. Details do not appear on the public register.
REGISTRATION AND MAINTENANCE FEES
Registration Fee
Our registration fee together with the first year maintenance fee is
US$850 excluding delivery fee. In particular, the fee covers:
1. first year licence fee: USD300
2. first year registered agent fee and year registered office fee:
USD300
3. our incorporation service charges: USD250
Documents to be provided by client for
incorporation
1. Photocopy of passport of each of the shareholder and director
2. Residential address with proof, such as utility bills, telephone
bills
3. Proposed name of the company
4. Amount of share capital (unless otherwise advised, all company
will be incorporated with a standard share capital of USD1,000,000)
and percentage of shareholding by each shareholder, if more than one
shareholder
Time Frame
The whole incorporation process could be completed in 14 days.
Documents Given to Clients after Registration
1. Original copy of Certificate of Incorporation
2. Three (3) copies of Memorandum and Articles of Association
3. Ten (10) copies of share certificate
4. Register of Members and Register of Directors
5. Common Seal and company chop
6. Minutes for the appointment of first director(s)
Maintenance Fee
Annual maintenance cost for company with a share capital of no more
than USD50,000 for second year and thereafter is US$650 which covers
annual licence fee, annual registered agent and annual registered
office fees.
Optional Services
Corporate Nominee Director: USD350 each/per annum
Corporate Nominee Shareholder: USD250 each/per annum
Certificate of Good Standing: USD150
Certificate of Incumbency: USD150
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