Samoa IBC

Company formation in Samoa

Company formation in Samoa

Samoa International Business Company is considered as an affordable, flexible and effective offshore business vehicle for international finance activities conducted outside Samoa. Samoa is considered as one of the most popular leading financial centers for Asian business in China, Hong Kong and Taiwan.

Recurring Maintenance Fees as from 2nd Year - $960

Please note: If applying for a corporate bank account outside of Samoa, you will need to order a full set of apostilled company documents.

PACKAGE SERVICES

Formation Fee

  • Name check and approval
  • Filling incorporation documents with the Registrar of Companies
  • A standard set of original corporate documents:
    - Certificate of incorporation
    - Memorandum and Articles of Association
    - Notice of Situation of Registered Office
    - Share Certificate
    - Registers of Directors, Members and Secretary
  • Payment of the government fee
  • Provision of registered agent and registered office for one year
  • Rubber stamp
$ 1250
ADDITIONAL SERVICES
NOMINEE SERVICES

Nominee Shareholder

Provision of corporate non-resident Nominee Shareholder (per annum)
$ 500

Nominee Director

Provision of corporate non-resident Nominee Director (per annum)
Please note: The fee may increase for unordinary activities/circumstances.
Special Power of Attorney issued by a Nominee Director, under Apostille is available upon request.
$ 450
CORPORATE CERTIFICATES

Certificate of Good Standing (electronic form)

Provision of Certificate of Good Standing in electronic form.
$ 220

Certificate of Good Standing (Apostille)

Provision of Certificate of Good Standing, apostilled via High Court with Notarial Certificate.
$ 1025

Certificate of Incumbency (electronic form)

Provision of Certificate of Incumbency in electronic form.
$ 195

Certificate of Incumbency (Apostilled)

Provision of Certificate of Incumbency apostilled via High Court with Notarial Certificate.
$ 980

Set of Corporate Documents (Apostilled)

Copies of corporate documents in one Apostilled bundle.
Please note: If applying for a corporate bank account you will need to order a full set of apostilled company documents when the account is opened outside of Samoa.
$ 820
OTHER SERVICES

Extra Rubber Stamp

Provision of company extra rubber stamp
$ 40

Metal Embossing Seal

Provision of embossed metal seal
$ 100

Payment methods

TOTAL: $ 1250

Facts & Info for Samoa:

Corporate Information

LEGAL FORM
The principal offshore legislation in Samoa is: International Companies Act of 1987, International Trusts Act of 1987, The Offshore Banking Act of 1987, The International Insurance Act of 1988 as amended. International Companies ('IC's') are companies incorporated in Samoa under the International Companies Act of 1987, but whose business is to be conducted outside Samoa, and which may not do business with any person resident in Samoa.

An International Company cannot trade with Samoans or own local real estate. An International Company cannot undertake the business of banking, insurance, assurance, reinsurance, fund management, the management of collective investment schemes, trust management, trusteeship or any other activity that may suggest an association with the bank or insurance industries without obtaining the appropriate license. A company incorporated in Samoa has the same powers as a natural person.
COMPANY NAME
Samoa companies' names must end with one of the following words, or their relevant abbreviations - Limited, Corporation, Incorporated, Societe Anonyme, Sociedad Anonima, etc. Names may be in any language as long as Roman characters are used and any standard corporate suffix is acceptable. The following words cannot be used in the name of a Samoa company: 'Trust', 'Bank', 'Insurance'. Furthermore, words such as 'Foundation', 'Charity' and others may be prohibited pursuant to the discretion of the Registry. Names denoting any connection to local, state or national Governments are generally prohibited.

The Registrar may request an English translation to satisfy themselves that the proposed name is not a restricted or licensable name. Chinese names are permitted and can be included on a company's Certificate of Incorporation.
MEMORANDUM AND ARTICLES OF ASSOCIATION
Incorporation procedure involves submission of the company's Memorandum and Articles of Association and the registration fee to the Registrar of International and Foreign Companies. Samoa companies are required to pay annual license fees in the amount of US$ 300. However at the time of incorporation the company can make a licence fee payment covering the following periods:
  • 5 years - US$ 1,000
  • 10 years - US$ 1,500
  • 20 years - US$ 2,000

Licence fees are due on the 30th day of November of each year following the year in which the company is incorporated.
SHAREHOLDERS
A minimum of one shareholder is required which may be an individual or a corporate body. The details of company beneficial owners and shareholders are not part of the public records.
SHARE CAPITAL
There is no specific minimum capital requirement. The standard authorized share capital is US$ 1,000,000. The authorized share capital may be expressed in any currency. The minimum issued share capital is either one share of no par value or one share of par value. Samoa International Companies may issue registered shares, bearer shares, preference shares, and redeemable shares, shares with or without par value and shares with or without voting rights.
DIRECTORS
Samoa requires a minimum of one director and corporate directors are permitted. The names of directors do not appear on the public file. There is no requirement to have resident directors.
REGISTERED OFFICE AND LOCAL AGENT/SECRETARY
All companies must have a Registered Office and a Resident Agent in Samoa who must be a licensed trust company. There are requirements for Samoan companies to prepare Registers of Directors, Secretaries and Members and for these to be kept at the Registered Office. Samoa companies must appoint a company secretary who may be a natural person or a body corporate. The company secretary can be of any nationality and need not be resident in Samoa.
MEETINGS
The directors and the shareholders meetings need not be held in Samoa also there is no requirement for an Annual General Meeting. All meetings may be held outside Samoa, by telephone or other electronic means. Alternatively, directors and shareholders may vote by proxy.
INCORPORATION TIME
Usually it takes 2 working days, but we need up to 10 working days for legalization of the documents and delivery by courier.
RECURRING AND MAINTENANCE FEE AS FROM 2ND YEAR
  • Provision of registered agent and registered office
  • Payment of annual government fee

Licence fees are due on the 30th day of November of each year following the year in which the company is incorporated.

Taxation

TAXATION
No income tax or other duties or any other direct or indirect tax or stamp duty is payable on the transactions or profits of, nor on the dividends and interest paid by or to, any trust, international or limited partnership, international or foreign company registered or licensed under the various Offshore Finance Centre Acts. Similarly the shareholders, members, beneficiaries, partners or other beneficial owners of such entities are exempt from taxation in Samoa.
No tax treaties have been entered into with any countries.
AUDIT AND FINANCIAL RETURNS
Whilst there is no requirement to file audited accounts or annual returns with the authorities, a company is required to keep financial records, which should reflect the financial position of a company.

Our Services & Requirements

OUR SERVICES FOR THE COMPANY FORMATION IN SAMOA INCLUDE:
  • Name check and approval
  • Filling incorporation documents with the Registrar of Companies
  • A standard set of original corporate documents:
    - Certificate of incorporation
    - Memorandum and Articles of Association
    - Notice of Situation of Registered Office
    - Share Certificate
    - Registers of Directors, Members and Secretary
  • Payment of the government fee
  • Provision of registered agent and registered office for one year
  • Rubber stamp

DOCUMENTS REQUIRED FOR THE COMPANY FORMATION
Please provide the following documents for all Directors, Shareholders, Beneficial Owners, Authorized Signatories:
  • Notarized copy of valid passport.
  • Original or Certified copy of utility bill / bank statement (as verification of residential address, dated within 3 months).
  • Original or certified copy of Banker’s reference letter (dated within 3 months).
  • In cases where shareholders and/or directors are corporate bodies, full apostilled set of corporate documents and Certificate of Good Standing (for companies registered more than 1 year).

CERTIFICATION OF PERSONAL & CORPORATE DOCUMENTATION
The following persons accepted as certifiers of personal and corporate documentation:
  • bank
  • qualified lawyer/solicitor/barrister
  • qualified accountant
  • a notary public
  • a Justice of Peace or Commissioner of Oaths
  • an officer of Embassy or Consulate

Certification of the document evidencing a home address should confirm the following:
"I have seen and compared the original document verifying the identity and/or residential address of the individual, and I hereby certify that this is a complete and accurate copy of the original."
Date / Signature / Name & Position / Contact Information.

Where the document contains a photograph of the individual:
"I have seen and compared the original document verifying the identity and/or residential address of the individual, and I hereby certify that this is a complete and accurate copy of the original and that the photograph bears a true likeness to the individual to whom this certification relates".
Date / Signature / Name & Position / Contact Information.

All other documentation:
I have seen and compared the original document and I hereby certify that this is a complete and accurate copy of the original".
Date / Signature / Name & Position / Contact Information.
IMPORTANT NOTE: LICENSABLE BUSINESS ACTIVITIES

If you conduct any activity without required license or authorization granted by a relevant authority in any jurisdiction, STARTING BUSINESS will not be able to assist you with the company formation or bank account opening related to such unlicensed activity.

Licensable activities include, but not limited to: provision of financial services involving trading/brokerage in foreign exchange, financial and commodity-based derivative instruments and other securities; offering investment advice to public; insurance and banking business; operation and administration of collective investment schemes and mutual funds; payment processing services; money exchange, money transmission or money brokering; asset management; safe custody services; gaming, gambling and lotteries.

Please contact us if you need our assistance in licensing of your financial, Forex brokerage or gambling company.
SHIPPING COST
Shipping of corporate documents or banking kits to your destination requires an extra charge and will be automatically added to the invoice during checkout. Shipping costs for international courier services are set automatically and will be USD 130. Please be advised that there will be some exceptions where the fee might be higher.

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