Samoa (formerly Western Samoa) is a group of lush tropical islands in the middle of the South Pacific, located approximately halfway between Hawaii and Sydney Australia, is 2,842 sq. km in size and with a population of circa 215,000. The legal system of Samoa is based on English Common Law and includes a sizeable body of New Zealand statute law, on account of New Zealand having administrative power over Samoa prior to independence. Whilst local Polynesian is the predominant first tongue English is the language of Government and Commerce.
The Samoan International Companies Act passed in 1987 provides for the incorporation of Samoa international companies, the redomiciliation to Samoa of existing companies, and for the incorporation of U.S. style limited life companies. With a solid Corporate Law, a history of political stability since independence and a sophisticated international satellite telecommunication system Samoa is a popular location for incorporation of tax free International Business Companies.
Feature and Benefits of Samoan International Companies Include:
• Nil Corporation or Business Tax is levied
• Chinese character names may be registered.
• Chinese character memorandum and articles of association may be filed.
• An international company is not required to have a share capital (“Creditor Controlled” companies).
• There is no minimum share capital requirement or capital duty on share capital.
• Redemption of shares and reductions of capital can be effected simply and quickly and without the necessity of a court order.
• A company may finance the purchase of its own shares.
• A company may repurchase and cancel its own shares.
• Company registration may be for periods of one, five, ten or twenty years in advance, with discounted fees (annual registration renewals are due on 30 November).
• In the absence of a public offer, shareholders can resolve not to have the accounts audited and not to hold annual general meetings.
• Annual returns do not have to be filed.
• Only one director and one shareholder is required.
• Particulars of directors and secretaries do not have to be filed.
• Accounts do not have to be filed.
• Provision can be made for alteration of the memorandum and articles of association by directors’ resolution.
• Meetings may be held by telephone, closed circuit television or other audio or audio-visual means.
• Annual meetings are not required, but if held, need not be held in Samoa.
• Directors’ and shareholders’ resolutions may be passed by circulating written resolutions (including facsimile copies) for signing.
• An international company need not have directors resident in Samoa.
• The use of a common seal is optional for execution of documents.
• The Companies office is subject to strict confidentiality provisions.
• Companies can be redomiciled into or out of Samoa.
• Companies can be liquidated. There is also a straight forward striking-off procedure.
• Speedy Incorporation – 2 to 3 days max
• Has not signed Tax Information Exchange agreements with either the US or the UK (and only with no EU members save for The Netherlands & Ireland)
Samoa Companies Accounting Records Compliance Requirements
Every company incorporated in Samoa is required to keep and maintain financial records:
(a) to disclose the current financial position of the Company;
(b) to enable the directors to check that any accounts prepared by the Company comply with the laws of Samoa;
(c) to allow for the preparation of financial statements;
(d) to detail the following;
(i) all sums of money received and expended and the matters in respect of
which the receipt and expenditure takes place;
(ii) all sales and purchase and other transactions; and
(iii) the Company’s assets and liabilities, or other arrangements; and
(e) for a period of at least 7 years from the completing of the transactions or
operations to which they relate.
Additionally, the Company must inform its Samoa Registered agent in writing of the location where the accounting records are to be kept.
OCI SAMOA COMPANY INCORPORATION SERVICES
At OCI we believe in giving you more for your money than would the average IBC formation service. Hence included in the incorporation package for your Samoan Company is the following:
SERVICES:
• Unlimited name availability inquiries
• Advice from an experienced International Lawyer on how to structure your company
• Preparation (overseen by a lawyer) of application to incorporate the company
• Preparation (overseen by a lawyer) of the company’s memorandum of association
• Preparation (overseen by a lawyer) of the company’s articles of association
• Attending to filing incorporation request with the company registry
• Attending to payment of government filing fees
• One year’s Registered Agent service in the country of incorporation
• One year’s Registered Office service in the country of incorporation
• Mailing address in the country of incorporation
• Delivery of Incorp pack by international courier (ie DHL/Fedex/TNT etc)
• Unlimited free legal consultations for 12 months
DOCUMENTS INCLUDED IN YOUR INCORP PACK:
• Certificate of incorporation
• 2 sealed/stamped copies of the company’s Memorandum of Association
• 2 sealed/stamped copies of the company’s Articles of Association
• Resolution appointing first director/s
• Resolution appointing first shareholder/s
• Up to 5 share certificates
• Resolution to open a bank account
• Resolution to rent an office
• Resolution/s to engage a Phone, Internet & Website service provider
• Resolution to hire a staff member/s
• Resolution to appoint a company lawyer
• Resolution to appoint a company accountant
• Resolution appointing you as the company’s authorised business representative
• Resolution issuing a Power of Attorney in your favour
• Agreement authorising you to represent the company in commercial negotiations
• Power of attorney authorising you to sign documents on behalf of the company
• Register of directors
• Register of shareholders
• Expression of wishes (ie an “Offshore” Will)
• Lawyer authored User Guide (“How to Use Your Offshore Company”)
Price (all inclusive): $US 1,500
With tax effective offshore company management (ie including Professional Corporate “Nominee” Director, Shareholder & Company Secretary): + $800
From 2nd year $US $US990 (+ nominees if required)
Would you like to know more? Then please Contact Us:
info@offshorecompaniesinternational.com
DISCLAIMER: OCI is a Company/Trust/LLC/LP/Foundation Formation Agency. We are not tax advisers or legal advisers. You are advised to seek local legal/tax/financial advice in regards to your local reporting/tax requirements before committing to set up or use an Offshore Company or other entity.
