Samoa Offshore Company Overview 

International Business Company's ('IBC'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. 

Samoa IBC's are not as popular as they should be given the quality of the legislation, the good reputation of the government, their administrative ease, flexibility and taxation exempt status and the fact that they are widely accepted and understood by the international financial community.

Western Samoa is not party to any mutual assistance, gateway, or information exchange agreements unlike some of the British Dependent Territories. While taking a hard line on money laundering and fraud, Samoa has legislated to protect the confidentiality of its International Companies. In addition to common law protection, it is a legislated criminal offence to divulge any information regarding the shareholders, officers or operations of a Samoan International Company.

The International Companies Act expressly denies any right to disclose information that "will, or is likely to, result in the payment of any tax, other penalty or any fine by the company" (section 227 (4) (c) of the Act). Western Samoan legislation also gives far reaching powers to an International Company. Of particular interest to prospective clients is Article 4, Schedule 1 of the International Companies Act, 1987 (Section 20). It states that under The Powers of an International Company "it may acquire, hold, dispose of or deal with the whole or any part of the undertaking of any other company, association or business".

A court order is only possible in cases of improper conduct of directors during winding up, fraud or dishonesty, or money laundering. Also, in Western Samoa the definition of "debt" specifically excludes any "taxation, fines or penalties imposed by any government". A foreign taxation authority is therefore unable to petition the court for the winding up of an International Company in Western Samoa for the recovery of tax related debts, because the court cannot recognize any taxation payable as debt.

The uniqueness of the Samoan legislation is also demonstrated by an asset protection section of the Act (Section 228 (B)) whereby a member can elect that his shares in the company can be automatically vested in a specified person on the occurrence of a specified event. The definition of "specified event" is flexible but it typically includes the occurrence of a foreign expropriation or court order. This can also be used by the original beneficial owner to pass a company on to his or her beneficiary upon presentation of the death certificate of the original owner. There are no similar statutory provisions protecting member interests in BVI or other traditional jurisidictions.

In addition, in Western Samoa, the statutory limitation for a creditor to petition the court for the reinstatement of a corporation previously struck off is only two years (Section 197 (6) of the Act). The comparable limitation period in some other countries is ten years, giving rise to a period of contingent liability five times greater than that of Western Samoa.

Key Corporate Features

General
Type of entity	International
Type of law	Common
Shelf company availability	Yes
Minimum government fees (excluding taxation):	US$300
Corporate taxation	None
Double taxation treaty access	No
Share capital or equivalent
Standard currency	US$
Permitted currencies	Any
Usual authorised:	US$1,000,000
Directors or Managers
Minimum number	One
Local required:	No
Publicly accessible records	No
Location of meetings	Anywhere
Members
Minimum number	One
Publicly accessible records	No
Location of meetings:	Anywhere
Company Secretary Required	Yes
Local or qualified	No
Accounts
Requirement to prepare	Yes
Audit requirements	No
Requirement to file accounts	No
Publicly accessible accounts	No
Other
Requirement to file annual return	No
Change in domicile permitted	Yes

General Information

Samoa, which comprises two large islands and seven smaller isles, is situated in the centre of the Southern Pacific Ocean, approximately equidistant between Honolulu and Sydney and immediately east of the International Date Line. The Islands have a total land area of approximately 2,727 sq km. The administrative and commercial centre is situated in its capital, Apia.

• Infrastructure And Economy

Air services provide direct access to New Zealand, Australia, Fiji, Cook Islands and Hawaii.

The country has adequate docks and is well serviced by pacific regional shipping services.

Samoa has an excellent international telecommunications system with telex, facsimile and international direct dial facilities via satellite.

Agriculture employs 50% of the workforce and contributes more than 50% to GDP and 90% of exports. Tourism has now become the most important growth industry.

• Language

The Samoan Polynesian language is dominant but English is widely spoken and is taught in all schools..

• Currency

Samoan Dollar (Tala).

• Exchange Control

None.

• Type of Law

Based on English Common Law with local modifications and local statutes.

• Principal Corporate Legislation

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

Company Information 

• Type of Company for International Trade and Investment

Type of Company for International Trade and Investment
Companies incorporated under the International Companies Act of 1987, as amended.

• Restrictions on Trading

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 licence..

• Powers of Company

A company incorporated in Samoa has the same powers as a natural person.

• Language of Legislation and Corporate Documents

The corporate documents of an International Company may be in any language.

• Shelf Companies Available

Yes.

• Language of Name

Names may be expressed in any language. The Registrar may request an English translation to satisfy him that the proposed name is not a restricted or licensable name.

• Registered Office Required

Yes, must be maintained in the British Virgin Islands, and must be maintained at the office of a licensed trust and management company.

• Name Restrictions

Any name that is identical or similar to an existing name. Any name which in the opinion of the Registrar is undesirable, offensive or indecent. Any name that may suggest royal or government patronage. Any name that suggests an association with the banking or insurance industries.

• Suffixes to Denote Limited Liability

Limited, Corporation, Incorporated, Société Anonyme or the relevant abbreviations.

• Disclosure of Beneficial Ownership to Authorities

No.