Samoa International Companies
International companies incorporated in Samoa benefit from:
1. Flexibility
- A company can be incorporated under the International Companies Act 1987 as an international company if its shareholders are non-residents of Samoa. A trustee company registered under the Trustee Companies Act 1987 may hold shares in an international company.
- Asiaciti Trust Samoa Limited can incorporate an international company within 24 hours. International companies may be incorporated under foreign language names, eg. Chinese, French, Japanese, German, etc.
- There are no minimum capital requirements and shares may be of no par value. Shares may be designated in most major currencies. Bearer shares may be issued but must be held in custody by a trustee company.
- Only one director of an international company need be appointed and there is no obligation to appoint a resident director. It is obligatory to have either a resident agent or a resident secretary who must be an officer of a registered trustee company. If a resident secretary is not appointed then an international company must appoint a non-resident secretary. A copy of the Register of Members must be held at the registered office.
- An international company may be incorporated for any lawful purpose other than that of a trustee company, but shall not carry on the business of banking or insurance, unless it is licensed under the relevant Act.
2. Functionality
- An international company is not required to file annual financial statements nor to lodge an Annual Return. Subject to shareholder agreement it is not necessary to appoint an auditor.
- Directors and shareholder meetings may be held anywhere in the world. Resolutions signed by all directors or shareholders may be adopted in lieu of formal meetings. There is no requirement to hold an Annual General Meeting.
- Meetings of Directors and Members may be held by telephone, fax or other electronic means.
- A foreign company incorporated outside of Samoa may register under the Act. The legislation expressly provides that international companies and foreign companies registered under the Act and their shareholders will not be subject to any form of taxation including stamp duty. The legislation also provides such entities with a guarantee that the State will not compulsorily acquire or expropriate their property situated in Samoa.
3. Confidentiality
- The confidentiality provisions of the Samoa legislation are drafted to provide maximum protection to an individual's privacy.
- Principals or promoters of international companies may remain anonymous as there is no obligation to disclose any details of beneficial ownership of shares. Such anonymity is further guaranteed by the Act which imposes penal sanctions on any person who discloses information derived from an inspection of the records of an international company.
- The documents lodged with the Registrar of International Companies are only available for inspection by directors, members and debenture holders.
4. Other special features
The International Companies Act 1987 incorporates a number of special provisions which provide considerable flexibility and unique benefits for international corporate structures.
These include:
- Default succession companies
- U.S. style LLC companies
- Long term companies
- "Creditor controlled" companies
- Chinese language companies
- Transfer of corporate domicile
- Companies limited by Guarantee and "Hybrid" companies
Click on one of the links below to read more about Samoa companies:
Segregated Fund International Companies
International Partnerships and Limited Liability Partnerships