OFFSHORE COMPANIES Registration

Samoa Company Registration

INTRODUCTION
Samoa comprises of several islands situated approximately half way on a line drawn between Hawaii and New Zealand. Apia is its capital. The population of the islands is approximately 160,000.
Originally ruled by Germany from 1889 to 1914, Samoa was subsequently administered by New Zealand until it became the first South Pacific country to gain independence in 1962. Samoa was known as Western Samoa until 1997.
Samoa has a parliamentary system of Government with elections every 5 years. There are 47 members of the Legislative Assembly who elect a Prime Minister who, with an eight member Cabinet and the Head of State make up the Executive Council.
Samoa's legal system has its foundations in English and Commonwealth statutory law. The court system comprises the Magistrates Court, the High Court, and the Court of Appeal.
THE OFFSHORE INDUSTRY
In 1987 and 1988 Samoa (then known as Western Samoa) passed several enactment's to establish itself as a major offshore jurisdiction.
The Trustee Companies Act 1987 is the founding statute and provides for the licensing and regulation of trustee companies to service the needs of offshore clients. Other enactments include the International Companies Act 1987, the International Trusts Act 1987, the Offshore Banking Act 1987 and the International Insurance Act 1988.
Samoa international companies and trusts are totally exempt from Samoa taxes, including stamp duty, capital gains tax and withholding tax. There is no exchange control and strict confidentiality provisions apply.
INTERNATIONAL COMPANIES
The International Companies Act 1987 is the principal corporate legislation. It provides for the incorporation of Samoa international companies, the redomiciliation to Samoa of existing companies, and for the incorporation of U.S. style limited life companies.
The legislation enables a high degree of flexibility and confidentiality.
The following are some of the features of Samoa international companies:
An international company is not required to have a share capital ("Creditor Controlled" companies).

Chinese character names may be registered.

Chinese character memorandum and articles of association may be filed.

There is no minimum share capital requirement or capital duty on share capital.

Fully paid registered shares may be issued as bearer shares transferable by delivery.

Fully paid registered shares or bearer shares may be exchanged for share warrants to bearer, also transferable by delivery.

Redemption of shares and reductions of capital can be effected simply and quickly and without the necessity of a court order.

A company may finance the purchase of its own shares.

A company may repurchase and cancel its own shares.

Company registration may be for periods of one, five, ten or twenty years in advance, with discounted fees.

Annual registration renewals are due on 30 November. }

In the absence of a public offer, shareholders can resolve not to have the accounts audited and not to hold annual general meetings.

Annual returns do not have to be filed.

Particulars of directors and secretaries do not have to be filed.

Accounts do not have to be filed.

Provision can be made for alteration of the memorandum and articles of association by directors' resolution.

Meetings may be held by telephone, closed circuit television or other audio or audio-visual means.

Annual meetings are not required, but if held, need not be held in Samoa.

Directors' and shareholders' resolutions may be passed by circulating written resolutions (including facsimile copies) for signing.

An international company need not have directors resident in Samoa.

The use of a common seal is optional for execution of documents.

The Companies office is subject to strict confidentiality provisions.

Companies can be redomiciled into or out of Samoa.

Companies can be liquidated. There is also a straight forward striking-off procedure.
Limited Life Companies ("LLCs")
US style limited life companies may be formed in or redomiciled to Samoa under a separate division of the International Companies Act. The legislation is based on the popular Wyoming model but includes particular asset protection features. An LLC can be an effective entity for investment into the US and is often used as a pass through tax neutral entity for US income tax purposes.
The above is only intended as a general outline of some of the significant features of the laws relating to Samoa international companies. Should you require any further information, please contact ATA-CFM.
DUE DILIGENCE REQUIREMENTS
You may be aware that due diligence procedures for the incorporation of companies are being implemented in most offshore jurisdictions. Our Samoa office itself has introduced such procedures. We view these procedures as a positive step and believe they will help to protect the reputation of Samoa. Ultimately this will be for the benefit of persons with proper uses for offshore services.
To comply with these procedures we ask that when incorporating an International Company you return to us the following:
The name, address and occupation of each beneficial owner of shares in the company.
A copy of the passport or other identity document of each beneficial owner of shares in company.
A reference letter from a bank or professional service organisation in respect of each beneficial owner of shares in the company.
If TrustNet provides a nominee director or nominee shareholder, please ensure that any beneficial owner of shares in the company who is liable to any U.S. or Canadian tax or reporting requirements, confirms to us in writing that they have been advised of their revenue reporting and compliance obligations in the US or Canada (as appropriate).
This information will be held confidentially in our office. Please do not hesitate to contact ATA-CFM if you have any questions.