Samoa

Samoa, has its name changed from Western Samoa in July, 1997, is located in the South Pacific, about half way between New Zealand and Hawaii.  It has an area of 2,944 square kilometers.

TYPE OF COMPANY FOR INTERNATIONAL TRADE AND INVESTMENT

There are a range of corporate vehicles available under the International Companies Act of 1987, as amended.  These include the International Company (also known as an IC or an IBC), the Limited Life International Company (LLC), Companies Limited by Guarantee and Companies Limited by both Guarantee and by Shares (often called ‘Hybrid Companies’).  With the exception of the Limited Life International Company, an existing International Company can change its status to a Long-Term Company, Company Limited by Guarantee or Company Limited by both Guarantee and Shares.

The Act provides for the incorporation or registration of Long-Term Companies, which can register for 5, 10 or 20 years and the registration of foreign companies that want a permanent establishment in Samoa (which includes establishing a share transfer or share registration office).

PROCEDURE TO INCORPORATE

Trust or Management Company files Memorandum and Articles of Association and pays registration fee to the Registrar of International and Foreign Companies.  The incorporation will usually take four to five working days.

RESTRICTIONS ON TRADING

An International Company cannot trade with Samoans or own real estate in Samoa. It 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.

POWERS OF COMPANY

An International Company incorporated in Samoa has the same powers as a natural person.

LANGUAGE OF LEGISLATION AND CORPORATE DOCUMENTS

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

NAME RESTRICTIONS

Any name that is identical or similar to an existing company 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.  Chinese character names are permitted to show on the Certificate of Incorporation and Memorandum & Articles of Association.  The Registrar may request an English translation to insure that the proposed name is not a restricted or licensable name.

REGISTERED OFFICE REQUIRED

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

NAMES REQUIRING CONSENT OR LICENCE

Bank, building society, savings, loan or loans, trust, trustees, insurance, assurance, reinsurance, co-operative, council, Chamber of Commerce, university or their foreign language equivalents.

SUFFIXES TO DENOTE LIMITED LIABILITY

A company can be registered with virtually any name in any language that includes a word (or words) which connotes the existence of a body corporate.  (In the case of Limited Life Companies) – the name must be registered with the words “Limited Life International Company” or its abbreviation “LLC”, “L.L.C.”, “Ltd Life Co” or “Limited Life International Co”.

AUTHORISED 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.  Government fees are the same regardless of authorised capital.

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 are permitted.

BEARER SHARES PERMITTED

Yes.

DISCLOSURE OF BENEFICIAL OWNERSHIP TO AUTHORITIES

No.  Disclosure of the beneficial owner(s) is not required.

FILING REQUIREMENTS

No annual return is required.  Penalty fees are incurred if the licence fee payment is late.  It is not compulsory to have the filing of register of directors and register of shareholders in public records but copies of those shall be maintained at the registered office within one month of the date of incorporation.

TAXATION

International Companies pay no taxes in Samoa.

DOUBLE TAXATION AGREEMENTS

None.

LEGAL PROTECTION OF ASSETS

Assets are protected from confiscation or expropriation orders or similar actions by foreign governments.

REDOMICILE

A company that is incorporated elsewhere, if not prohibited under the laws of its home jurisdiction, may re-domicile or transfer into Samoa.  The subsequent renewal fee for a re-domiciled company is maintained.

An international company incorporated under the Act may apply to the Registrar for approval to its outward re-domiciliation to another jurisdiction.

FINANCIAL STATEMENT REQUIREMENTS

There is no requirement under the International Companies Act of 1987 to file accounts of any sort.  However, a company is required to keep financial records that reflect the financial position of the company.

MEETINGS

No annual meeting is required.  Any and all meetings may be held outside of Samoa and may be by telephone or other electronic means.

DIRECTORS

The minimum number of directors is one.  A Director may be a natural person or a body corporate, may 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, of any nationality and need not be a resident in Samoa.

SHAREHOLDERS

The minimum number of shareholders is one.  Details of shareholders do not appear on the public register.

CAPITAL

No minimum capital is required, although at least one share must be issued.  Shares may be issued with or without par value and in any currency (except Samoan currency).

OUR SERVICES

We have some stock of “Ready-made” companies that are immediately available for purchase and are pleased also to incorporate a company with client’s proposed name.  All companies are provided with our comprehensive company kit, include the following:

*    Certificate of Incorporation

*    Subscriber Appointment of First Director(s)

*    1 Statutory Book

*    Original & copies of Memorandum & Articles of Association

*    A Corporate Seal

*    A Pre-ink Stamp

*    Share Certificates

FEES

Panocean Secretarial Group will be happy to provide you with a schedule of our current fees for the company set up and provision of company secretary/correspondence address/nominee services upon request.

These are only the general guidelines and they do not constitute any legal liability for inaccurate information mentioned above.

Panocean Secretarial Services Limited  ©2004 Copyright.  All rights reserved. It is not allowed to reproduce, transmit or re-keying the above information.