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  Professional offshore incorporations and offshore banking services since 1996

Company Incorporation
Samoa

Offshore Banking CenterOffshore Banking Center

First year incorporation fee: US$975 / Annual thereafter US$700

First year fee Include:
Incorporation Fee: $275
Registered Office/Agent: $400 p.a. 
Government Licence: $300 p.a.
Memorandum and articles of association
Certificate of incorporation
Full set of setting up (activation) documents (includes consents, resolutions, registers, share  certificates)

Options:
Company kit and dividers US$100
Certificate of Incorporation with Apostille US$150 (required for any bank acc)
Corporate Seal  (required for bank acc) US$50
Notarization of Memorandum & Articles of Association: US$150
Courier delivery of documents US$100

Annual maintenance fees after first year all inclusive:
 
Resident Agent $399,
  Government Licence $300.
Total: $699     

LLC:
The fees for the incorporation or registration of a LLC (Limited Life International Company) is the same as for an international or foreign company, which is US$975 and annually thereafter US$700.

Long Term Registration
For an international company which elects to be incorporated or registered for a long term period, the fees are as follows:

Incorporation fee US$1,250 (instead of $975)
Government fees:
   
5 years US$1,000
   
10 years Government fee US$1,500
   
20 years Government fee US$2,000

Procedure for Setting up a Samoan International (Offshore) Company

1. Fill this order form
2
. Wait for confirmation, tracking number and payment instructions.
3. Provide us the following documents/information.

a) For private individuals

• Passport copies of all beneficial owners and directors of the new company
• Bank or professional firms’ reference ;letters certifying beneficial owner(s) is/are in good standing
• Confirmation of source of funds of the new company

b) For private companies

• Certificate of Incorporation and Memorandum & Articles of Association of the private company
• Bank or professional firms’ reference letters certifying beneficial owner(s) of the private company is/are in good standing
• Confirmation of source of funds of the new company

The advantages of the Samoan jurisdiction is its political and social stability and Samoa is not on a black list e.g. OECD and FATF.
The common use of Samoa offshore companies is user friendly legislation especially in relation to companies, tax evasion and to hold or protect assets.

The names of the shareholders will not be communicated to any other party without written consent from the director of the company.
The names of the shareholders is not public record and a search of the company records cannot be carried out without written consent of the directors.

 


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SAMOA OFFSHORE INFORMATION

A flexible legislation as with other IBC Jurisdictions such as the BVI and the Bahamas.  Full anonymity is guaranteed  by law.
 
Samoa Offshore Finance Centre now home to over ten thousand offshore entities, has earned the distinction of being the fastest growing offshore centre in the South Pacific. Such remarkable progress is due to efforts made by Government in partnership with the private sector, to ensure that the Centre's legislation is constantly reviewed and updated to reflect global developments.

ADVANTAGES

Flexible legislation as with other IBC jurisdictions such as the BVI and Bahamas. Full anonymity guaranteed by law. Companies can be incorporated in any language

DISADVANTAGES

The lack of public registers makes proof of ownership difficult.  Not recommended for high profile trading operations

CORPORATE LEGISLATION SOURCE

International Companies Act 1987

COMPANY STATUS

International Companies (IC)

Limited Liability Company (LLC)

USUAL MINIMUM CAPITAL

No minimum

COMPANY NAME

Prior approval required. 
Should not be identical or similar to any existing one. ENGLISH AND CHINESE NAMES AVAILABLE
The name should have the words: “Limited”, “Corporation”, “Incorporated”, “Societe Anonyme”, “Sociedad Anonima”, “Company”, “Limitada”, “Societe par actions”, “Aktiengesellschaft”, or the abbreviations “Ltd.”, “Corp.”, “Inc.”, “A/S”, “AG”, “N.V.”, “B.V.”, “GmbH”, “SA”.
The words: “Assurance”, “Bank”, “Building Society”, “Chamber of Commerce”, “Chartered”, “Cooperative”, “Imperial”, “Insurance”, “Municipal”, “Royal”, “Trust Company”, “Trustee Company” or other words and word combinations having the same meaning may not be used in the name of the Company.

TIME TAKEN TO INCORPORATE

1 – 2 days

ARE shelf COMPANIES AVAILABLE

Yes

CAPITAL DUTY

US$300 for 1 year

US$1,000 for 5 years

US$1,500 for 10 years

US$2,000 for 20 years

MINIMUM NUMBER OF SHAREHOLDERS

One

ARE BEARER SHARES / SHARES OF NO PAR VALUE POSSIBLE?

Yes / Yes

DIRECTORS: MINIMUM NUMBER / CORPORATE DIRECTORS ALLOWED / LOCATION

One / Yes / No restriction

SECRETARY: MANDATORY / CORPORATE SECRETARY ALLOWED / LOCATION

Yes / Yes / Must be resident if the Company does not have a registered agent

IS THERE A REQUIREMENT FOR A REGISTERED OFFICE / REGISTERED AGENT

Yes / Only if the Secretary is not resident

IS THERE A REQUIREMENT BY THE AUTHORITIES PRIOR TO INCORPORATION OR PRIOR TO TAX STATUS BEING GRANTED

None

INFORMATION AVAILABLE ON PUBLIC FILE

None.  The Registered Office details and the Memorandum & Articles of the Company are filed with the Registrar but only allowed to be inspected by directors, members or debenture holders

DOCUMENTS TO BE KEPT AT REGISTERED OFFICE

None

CORPORATE BOOKS AND SEAL

Both usual and may be kept anywhere

ACCOUNTS REQUIRED / FILED

No / No

ANNUAL RETURN REQUIRED

No

WHERE ARE MEETINGS TO BE HELD

No restrictions

ANNUAL FEES PAYABLE TO THE GOVERNMENT: TAX / ANNUAL RETURN FILING FEE

US$100 for company which redomiciles to Samoa

US$300 for 1 year

US$1,000 for 5 years

US$1,500 for 10 years

US$2,000 for 20 years

ARE THERE ANY EXCHANGE CONTROLS

No

DOUBLE TAX TREATIES

None

INTRODUCING SAMOA

Known as Western Samoa until the prefix "Western" was dropped in 1997, Samoa is a group of Pacific Islands located in the heart of Polynesia. It comprises of 2 main islands and is situated approximately half way between Hawaii and New Zealand. Historically it is perhaps best known as the home of the legendary author Robert Louis Stevenson. The total population is 182,000 of which 35,000 live in and around Apia, which is the administrative and commercial capital on the island of Upolu.
 

Samoa lies in the Central South Pacific, 2,900 kilometres north-east of New Zealand (a 3 hour flight) and just over 4,000 kilometres south-west of Hawaii (a 5 hour flight).

The indigenous population is Polynesian, but English is widely spoken.

Local time is 11 hours behind Greenwich Mean Time and consequently 6 hours behind New York and 19 hours behind Hong Kong.

The climate is tropical with good hotels, beaches and sporting and recreational activities.

Legal System

Samoa is an independent Sovereign State and has been since 1962.  Its written constitution provides for a three-tier legal system consisting of a Court of Appeal, High Court and Subordinate courts.  The legal system is based upon the principals of  English common law.

Monetary Systems and Exchange Controls

The Central Bank has responsibility for monetary policy, management of foreign exchange reserves, regulation of the commercial banks and supervision of the offshore finance centre.

The local currency unit is the Samoa Tala which is equivalent to approximately US$0.40.  Samoan residents are subject to certain currency and exchange controls, entities registered under the offshore legislation are not.

Communications

The main town has an excellent international telecommunications system with direct dial facilities via satellite.

Samoa’s international airport is serviced by Air New Zealand, Polynesian Airlines (the national carrier), Air Pacific and Hawaiian Airlines.  They provide direct access to New Zealand, Australia, Fiji, Cook Islands, Hawaii and Los Angeles.

Financial Services

Banking services are provided by AN2 (Samoa) Ltd, a wholly owned subsidiary of the AN2 Banking Corporation  based in Australia and Pacific Commercial Bank (a joint venture between Westpac Banking Corporation and the Bank of Hawaii).

Banking services with other banks in Singapore, Hong Kong and elsewhere are available.

OTHER TYPES OF COMPANIES

Trust Companies

Companies wishing to carry on business as a trustee are governed by the Samoa Trustee Companies Act of 1987.

Applicants must have a paid up capital of approximately US$250,000 and provide evidence that they have comprehensive experience in the provision of trustee services.

LLC Companies

The US style limited liability company is modelled on the Wyoming  Limited Liability Company Act.  It is designed to ensure that the Samoa LLC entity will be interpreted by the US Internal Revenue Service as a transparent entity for income tax purposes.  An LLC can be the most effective entity for investment into the USA and similarly for outward investment by US investors.

Long Term Companies

The International Companies Act permits the registration of international companies on a long term basis, ie for periods of 5, 10 or 20 years.  Upon expiry registration can be renewed on an annual basis or for further long term periods.  Long term international companies benefit from substantially discounted Government registration fees and avoid the necessity to worry about annual renewals.

Long term companies have special attraction for project companies, joint ventures, property development companies and film production ventures.

INSURANCE COMPANIES

The Samoa offshore insurance legislation provides an attractive but supervised environment for the establishment and operation of international insurance activities including captive insurance and re-insurance companies

The International Insurance Act 1988 controls the registration of companies that wish to conduct offshore insurance business from Samoa.  Only offshore insurance business is allowed to be transacted.  An insurer registered under the International Insurance Act 1988 is exempt from any form of taxation and duty or exchange control in Samoa.

Financial Requirements

The minimum capitalisation requirements are set down for each category of insurance business as follows:

General Insurance                   US$500,000

Long Term Insurance              US$500,000

Re-insurance                           US$200,000

Captive Insurance                   US$100,000

Registered insurers carrying on general or long term insurance business are required to maintain a margin of solvency variable with the category of insurance business undertaken.

A captive insurance or re-insurance company is not required to maintain a margin of solvency other than an amount equal to its designated minimum paid up capital.

A registered insurer must file audited annual accounts with the Registrar.

Management

A registered insurer may obtain permission to maintain a permanent establishment in Samoa and to employ its own management there, provided that such personnel have adequate knowledge and experience.  Alternatively a registered insurer must appoint an insurance manager in Samoa who is registered under the Act.

OFFSHORE BANKS

The Offshore Banking Act 1987 regulates the conduct of offshore banking activities in Samoa.

Offshore banking from within Samoa may only be transacted by the holder of an offshore banking licence issued by the Minister of Finance.

All licensees are prohibited from dealing in the currency of Samoa or transacting any banking business with any resident of Samoa (other than a trustee company) business within Samoa.

The legislation incorporates a three-tier licensing system through the issue of A class licences and  two B class licences. 

The holder of an A class is required to have a  paid up capital and unimpaired reserves at all times of not less than US$10,000,000 and in the case of the holder of the B class banking licence not less than US$2,000,000 or US$250,000 depending upon the category of licence issued. 

A licensed offshore bank which must be a company registered under the International companies Act 1987 is exempt from any form of taxation or stamp duty on income earned or transactions effected in its offshore banking business.  Similar exemptions apply to shareholders and depositors of a licenced offshore bank.  Licensed offshore banks are also exempted from all currency and exchange control restrictions in Western Samoa.

All banks are required to submit audited accounts annually to the supervisor of offshore banks.

Specific secrecy provisions are included in the Act and penal sanctions are imposed on government officials, officers, employees and auditors disclosing information on the offshore on the offshore banking business of the licensee.

INTERNATIONAL TRUSTS

The Samoa International Trusts Act 1987 provides for the registration of international trusts in Samoa and for the exemption of the trustee and the beneficiaries of such trusts from any form of taxation, duty or exchange control.

To qualify as an international trust, a trust must not have any beneficiaries who are residents of Samoa and at least one of the trustees must be a trustee company registered in Samoa or an international company or foreign company registered under the International Companies Act 1987.

The law applicable to an international trust registered in Samoa is English common law.

Registration of an international trust is relatively straightforward and there is no requirement to file the trust deed with the Registrar of Companies.  All information pertaining to an international trust, including the deed of trust and the identities of parties connected with the trust is confidential and subject to the secrecy provisions of the Act.

 


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Whilst every effort has been made to ensure that the details contained herein are correct and up-to-date, it does not constitute legal or other professional advice. We do not accept any responsibility, legal or otherwise, for any errors or omissions.


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