Company Formation in Samoa
Samoa companies’ names must end with one of the following words, or their relevant abbreviations – Limited, Corporation, Incorporated, Societe Anonyme, Sociedad Anonima, etc. Names may be in any language as long as Roman characters are used and any standard corporate suffix is acceptable. The following words cannot be used in the name of a Samoa company: ‘Trust’, ‘Bank’, ‘Insurance’. Furthermore, words such as ‘Foundation’, ‘Charity’ and others may be prohibited pursuant to the discretion of the Registry. Names denoting any connection to local, state or national Governments are generally prohibited.
The Registrar may request an English translation to satisfy themselves that the proposed name is not a restricted or licensable name. Chinese names are permitted and can be included on a company’s Certificate of Incorporation.
Memorandum and Articles of Association
Incorporation procedure involves submission of the company’s Memorandum and Articles of Association and the registration fee to the Registrar of International and Foreign Companies. Samoa companies are required to pay annual license fees in the amount of US$ 300. However at the time of incorporation the company can make a licence fee payment covering the following periods:
- 5 years – US$ 1,000
- 10 years – US$ 1,500
- 20 years – US$ 2,000
Licence fees are due on the 30th day of November of each year following the year in which the company is incorporated.
A minimum of one shareholder is required which may be an individual or a corporate body. The details of company beneficial owners and shareholders are not part of the public records.
There is no specific minimum capital requirement. The standard authorized share capital is US$ 1,000,000. The authorized share capital may be expressed in any currency. The minimum issued share capital is either one share of no par value or one share of par value. Samoa International Companies may issue registered shares, bearer shares, preference shares, and redeemable shares, shares with or without par value and shares with or without voting rights.
Samoa requires a minimum of one director and corporate directors are permitted. The names of directors do not appear on the public file. There is no requirement to have resident directors.
Registered Office And Local Agent/Secretary
All companies must have a Registered Office and a Resident Agent in Samoa who must be a licensed trust company. There are requirements for Samoan companies to prepare Registers of Directors, Secretaries and Members and for these to be kept at the Registered Office. Samoa companies must appoint a company secretary who may be a natural person or a body corporate. The company secretary can be of any nationality and need not be resident in Samoa.
The directors and the shareholders meetings need not be held in Samoa also there is no requirement for an Annual General Meeting. All meetings may be held outside Samoa, by telephone or other electronic means. Alternatively, directors and shareholders may vote by proxy.
Usually 2 working days, but we require up to 10 working days for legalization of the documents and delivery by courier.
No income tax or other duties or any other direct or indirect tax or stamp duty is payable on the transactions or profits of, nor on the dividends and interest paid by or to, any trust, international or limited partnership, international or foreign company registered or licensed under the various Offshore Finance Centre Acts. Similarly the shareholders, members, beneficiaries, partners or other beneficial owners of such entities are exempt from taxation in Samoa.
No tax treaties have been entered into with any countries.
Audit And Financial Returns
Whilst there is no requirement to file audited accounts or annual returns with the authorities, a company is required to keep financial records, which should reflect the financial position of a company.