Samoa Company Formation

Company names are subject to the following requirements and 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.
• 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.
• The following names require 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.
• The following suffixes must be used Limited, Corporation, Incorporated, Societe Anonyme, Sociedad Berhad Anonima or the relevant abbreviations.

• First year government filing fees
• Certificate of Incorporation
• Memorandum and Articles of Association
• Nominee shareholder details (if required)
• Declaration of Trust from the nominee shareholder (if a nominee shareholder is required).
• Minutes of the first meeting of the subscribers
• Registered agent services, (first year)
• Registered office, (first year)
• International express delivery by FedEx or DHL

There are no restrictions on doing business outside of the Samoa by an International Company except illegal activities or such activities that require additional licensing such as: provision of banking services, insurance and trusts.

• A Samoa International Company is not restricted from doing business with Samoa residents or companies.

• There is a no requirement for an annual meeting of shareholder(s)
• There is no requirement for director(s) meetings
• If meetings of member(s) and/or director(s) are desirable these meetings can be held by telephone or any other electronic means of communication providing that all participants can clearly hear each other.
• Meetings if thought necessary can be held anywhere in the world.

The principal company legislation is the International Companies Act of 1987, as amended 2005. The legislation now incorporates some of the most up to date features of offshore legislation. It is designed to attract a high quality international clientele whilst providing for maximum flexibility, an efficient service and a minimum of formality, all at an acceptable cost.

• Only one director required - can be corporate
• Only one shareholder required - can be corporate
• Member(s) and director(s) may be the same
• No requirement for local shareholder(s) and director(s) for Samoa Companies
• A secretary is required, but does not have to be resident and can be corporate.

The Samoa incorporation documents do not carry the name or identity of the shareholder(s) or director(s). As such no names appear on the public record.

Shareholder(s) and director(s) nominee services are allowed to ensure confidentiality of beneficiaries.

• US$1,000,000 is the standard authorised share capital
• May be limited by shares, guarantee or both
• Shares may be paid up in cash or through the transfer of other assets or for other consideration
• The minimum issued number of shares is one
• Bearer shares are permitted

International Companies are not liable to pay any income or corporation tax.

• Financial statements, accounts or records must be kept for a Samoa Company
• No requirement to file financial statements, accounts or records with the Samoa authorities
• Company registers must be kept in the Registered Office
• No requirement to file an Annual Return