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The main corporate legislation is based on the following documents:

• International Companies Act 1987, as amended;
• Offshore Banking Act 1987;
• International Trusts Act 1987;
• International Insurance Act of 1988.

There is also separate legislation for resident companies.

An international company has all the rights and powers as individuals. The corporate documentation of an international company can be in any language.

The following types of companies are used to carry out international trade and investment:

• Samoan International Company (IC), incorporated under the International Companies Act of 1987;
• Samoan Creditor Managed International Company (CCIC) is a company without share capital.

Samoa International Company (IC).

The restrictions on trading and business activities of the IC are as follows:

• An IC cannot trade or own real estate in Samoa;
• An IC cannot engage in business related to banking, insurance, fund management, collective investment schemes, trust activities, and any other activities in any way related to banking or insurance without a special license.

The company registration procedure involves filing the Memorandum and Articles of Association together with the registration fee with the Registrar of International and Foreign Companies. A licensed trust and management company must have a registered office in Samoa. It is possible to purchase shelf companies.

The restrictions on choosing a company name are as follows:

• The company name can be in any language. The registry may require a translation of the name into English to ensure that the name does not fall into the category of unresolved or requires a license;
• Any name that the Registry deems obscene, offensive, or undesirable is not permitted;
• The company cannot use the name of a previously registered company or a name that may cause confusion;
• Any name that is in any way associated with government or royal patronage is unacceptable;
• An agreement or license is required if the company name contains at least one of the following words in English or another language: Bank, Building Society, Savings, Loans, Insurance, Assurance, Reinsurance, Fund Management, Investment Fund, Trust, Trustees, Chamber of Commerce, University, Municipal, or any other words that imply a connection with banking or insurance activities;
• To indicate limited liability of a company, one of the following words or its abbreviation should be added to the end of the name: Limited, Corporation, Incorporated, Societe Anonyme, Sociedad Berhad Anonima.

The minimum number of directors required by an IC is one. The IC must appoint a company secretary. Both the directors and the company secretary may be individuals or bodies corporate and may be of any nationality, but need not be residents of Samoa. There must be at least one shareholder, except in the case of a debenture issue, where no shareholders are permitted. Shares must be issued in registered shares. Details of directors and shareholders are not made public, but a list of shareholders must be kept at the registered office of the company.

The normal authorized share capital for an IC is US$ 1,000,000, and may be expressed in any currency. The minimum issued capital is one share of no par value or one share of par value.

The following types of shares are permitted: registered shares with par value and without par value, preferred shares, redeemable shares, voting shares, discount shares. Bearer shares are not permitted.

Samoa Credit Investor Controlled International Company (CCIC).

A CCIC can operate without share capital and without shareholders and all the usual rights that shareholders have. The company is “owned” by the holders of “bearer” bonds. It is possible to allocate by lot the preferred shares, redeemable by non-residents, to ensure that the company is in fact a company and not something exotic, where necessary. The company must have a registered office in Samoa.

The restrictions on choosing a company name are as follows:

• Names must end with the words or their abbreviations: Limited, Corporation, Incorporated, Societe Anonyme or Sociedad Anonima;
• The following words and related activities are not allowed: Assurance, Bank, Building Society, Chamber of Commerce, Chartered, Cooperative, Imperial, Insurance, Municipal and Royal.

Annual taxes and fees.

Both IC and CCIC companies are not subject to any taxes in Samoa. Samoa is not a party to any double taxation treaties.

An IC pays an annual license fee of US$300, unless the company elects upon registration to pay the license fee for the following periods of time:

• 5 years – US$ 1,000.
• 10 years – US$ 1,500.
• 20 years – US$ 2.000.

It should be noted that a penalty is charged if the license fee is not paid on time.

Under the International Companies Act 1987, an IC is not required to file financial statements. However, the company is required to maintain financial records that reflect the state of affairs of the company.

A CCIC company does not have to file any financial statements because the bondholder is not subject to taxes.

You can find a professional company or apply for registration of an offshore company in Samoa on this page.

You can buy a ready-made offshore company here.