Offshore Company Formation – Samoa

Samoa is a democratic country in the Pacific Ocean consisting of two main islands and several smaller islands surrounding them. The legislation of Samoa is based on English Law and its principal corporate acts (such as International Companies Act 1987) and law structure are familiar to any international lawyer. Samoa jurisdiction is widely used by holding companies, international trading and asset management.

Calculation of Expenses

The primary requirement for international companies is absence of business activity in Samoa, i.e. companies should carry out their activity in the territory of other countries, otherwise they will become subject to Samoan taxes. Moreover, it is prohibited to owe an interest in real property in Samoa or carry out business with Samoa residents. For certain activities like insurance or banking an appropriate license is needed.

The standard annual fee is 300USD, but if companies pay for several years in advance, the price is lower (for example, 1,000USD for 5 years and 1,500USD for 10 years). The authorized share capital is 1,000,000USD expressed in any currency, but companies are entitled to pay up just 1USD.

The formation fee (package services) is about 1,000-1,200 USD and include the following:

  • Nominee directors and shareholders (300-600USD).
  • Issuing of corporate certificates (190-550USD).
  • Seal (100USD).

The prices are approximate and may vary depending on a particular company and services needed. Please note that all corporate documents should be with Apostille.

Setup Procedure

The processing time takes 2-3 working days for ready-made companies and about 8-10 working days for other companies.

The procedure includes the following steps:

  • Choosing a company name (or preferred name from the Companies List in case of a ready-made company).
  • Provision of information on directors and shareholders (the minimum number is one), choosing company secretary together with the registered office. Clients usually provide passport copies, physical address and bank references. Neither directors nor shareholders should be Samoa residents.
  • Preparation of corporate documents and submission to the Companies’ Registrar in Samoa. Payment of registration fee.
  • Upon registration and obtaining of Certificate of Incorporation a company’s secretary sends a set of corporate documents to the client by courier.

There is no need to learn English: if a client needs a power of attorney or minutes of a meeting issued by an offshore company in Samoa, he may contact his lawyer who makes a corresponding request to a company’s secretary.

Taxation

International companies are exempt from the local taxation, including income, corporation or dividend taxes. Samoa did not conclude double tax agreements with any countries.

As it was said above, if a company starts doing business in Samoa, the local taxes are applicable (for more information, see the official website of Ministry for Revenue of Samoa).

Accounting

Annual return and audit are not required. Moreover, the international companies do not submit accounts to the local tax authorities. However, a company must keep financial records which reflect its financial position.

To Sum Up: Advantages of Samoa Offshore Companies

  • Absence of currency or foreign exchange control.
  • Exempt from taxes.
  • Protection of confidentiality: no disclosure of beneficial owners.
  • Nominee shareholders and directors are available as well as a virtual office.
  • No accounts filing.
  • The directors or shareholders need not be residents of Samoa.
  • Company meetings are not obligatory.