Formation of Samoa Companies

"Samoa" originally called ”西萨摩亚”, it was renamed in July 1997.   Samoa is located in the east of the International Date Lines and standing in the middle of the South Pacific in Honolulu and Sydney.   And It is formed by nine islands.   Since getting independence in 1962, it has been developed into a stable political country and the government is still dominated by the parliament.

In late 1980s, passed with the International Commercial Law and its related legislation in 1987 and 1988, it allows foreign companies to register there.   In later years, in order to meet the Asian market needs, it emulated the British Virgin Islands (BVI) under the International Business Law and it has modified its International Corporate Law.

For Samoa companies, they are based on the 1987 International Law (1998 Revision).   The incorporation of offshore companies / overseas companies of Samoa, shareholders or its final beneficiaries have no legal liability to disclose to the relevant governmental authority.

In Samoa, issuance or transfer shares of a company requires no prior approval from any Samoa governmental authority.

However, Samoa companies will be prohibited from the following activities:-

(1) to conduct business activities in Samoa ;
(2) to own local real estate in Samoa ;
(3) to engage in those activities as defined under the Financial Institutions Act, Bank or Trust Business 1984;
(4) to engage in insurance or re-insurance business in Samoa ;
(5) to engage in the business of providing the Registrar of Companies in Samoa.

Samoa Company Name
Samoa Company name must be ended with:-
"Limited", "Corporation", "Incorporated", "SocieteAnonyme", "SocieteAnonima", "Pulbic Limited Company", "Societe a ResponsabiliteLimitee", "Berhad", "Proprietary", “NamlozeVenootschap", "BeslotenVenootschap", "Aktiengesellschaft " or " Limited Life Company" or abbreviated as "Ltd", "Corp”, "Inc ", "SA", "PLC”, "SARL", "Bhd", "Pty", "NV", "BV", "AG" or "LLC".
Samoa Company can use any language as its name, together with its translation in English or French for expression, or in English or French transliteration.

Statutory Registered Capital
There is no minimum or maximum requirement for the registered capital.   However, Samoa company can have its registered capital standards to be set at U.S. $ 50,000 divided into 50,000 shares of U.S. $ 1.00.
Directors who have been duly authorized may pass a resolution at its sole discretion to register shares issued to its shareholder(s) or in bearer form.

Shareholder(s) of the Company
The minimum number of shareholders is one.   Shareholder(s) can be a body corporate from any country or any natural person resident in the country.
Its shareholders and their shareholding details must be recorded properly in the register of shareholders and which is not opened to public for inspection.
For its shareholders or beneficiaries, they are not required to disclose to any of the Samoan government agency.

Annual General Meeting
There is no requirement for a Samoa company to convene AGM.
Written the consent of all members, it can be regarded as the resolution(s) passed at general meeting(s).
Minutes of Shareholders' meetings must be kept properly but there is no need to retain in Samoa.

Samoa companies require at least one director.   Directors can be an individual or a body corporate.
Its register of directors must be kept at its registered office but there is no need to submit it to the registry.
Board meetings can be held anywhere all over the world, and if authorized by its Articles of Association, resolution(s) in writing signed by all directors can be regarded as board resolution(s) adopted at the board of directors’ meeting.
Minutes of the board meeting must be recorded properly but there is no need to keep it in Samoa.

Registered Address and Registered Agent
Each company must have a registered company address and registered agent locally.   Our registered agent will provide such services.   It will be registered in Samoa through our company's registered address.

Company Chop
Each company must have a company seal with its company name clearly stated on it.

Company's Books
Samoa Company has been requested to keep proper records of all transactions and make accounting book-keeping and records, but there is no need to keep these books and records in Samoa and there is no such legal requirement for the company to have its books and accounting records be audited and submitted to the legal authorities.

Corporate Taxation
For Samoa companies, commercial activities or transactions carry outside Samoa are not subject to tax.   So for these Samoa companies, they do not receive the profits tax returns.   But these offshore companies are required to comply with the tax laws in their jurisdictions, as if their businesses are carrying out in that jurisdiction.   In other words, they should check whether these Samoa companies have commercial activities or transactions in that country to see if it has any tax liability or exemption.

Transfer Shares
Based on the transfer instrument(s), registered shares of Samoa companies can be transferred.   Share Transfer and issuance new shares can be approved by in form of resolutions from board of directors.   The instrument of transfer, duly executed by the transferor, and the transfer document, shall record the name and address of the transferee.
If the Samoa companies fail to keep the register of members in Hong Kong, the transfer of its shares in Hong Kong are not required to pay stamp duty.

Samoa Company - Examination fee / Annual License Fees
Samoa company must settle its annual fee before its anniversial date of establishment, it includes annual government license fees, agency fees, registered office fees.
Failure to pay within the prescribed time period may result in subject to fines or the company will be struck off by the Companies Registry.

Within 90 days from the anniversial date of establishment of the companies, if it fails to settle the annual fee on time, an additional 10% on the annual fee will be levied.
After 90 days from the anniversial date of establishment of the companies, if the company fails to settle the annual fee on time, an additional 50% on the annual fee will be levied.
If an additional 50% of the costs arising in the year has yet to be settled, the license fee of that Samoa company will be removed from the register at the year end 31 December from the Samoa Companies Registrar.