Samoa ICs booklet – English

A G L O B A L A P P R O A C H T O L E G A L S O L U T I O N S

Samoa International Companies

This booklet is designed for the exclusive use of our clients for easy reference in respect of

International Companies of Samoa.

We believe our colleagues and other professional advisors will find this booklet especially

useful, as it contains a comprehensive but brief explanation of the main aspects of the current

Samoa IC legislation, as well as suitable standard forms.

TABLE OF CONTENTS

INCORPORATING IN SAMOA

A. GENERAL INFORMATION ON SAMOA ................................................................................................

3

B. ATTRACTIVE FEATURES ......................................................................................................................

3

C. USES OF SAMOA INTERNATIONAL COMPANIES .............................................................................

3

D. INTERNATIONAL COMPANIES OF SAMOA .......................................................................................

4

Applicable Law ........................................................................................................................................

4

Formation ..............................................................................................................................................

4

Shelf companies .......................................................................................................................................

4

Limitations of ICs ....................................................................................................................................

4

Memorandum of Association and the Articles of Association ...............................................................

5

Name of the Company .............................................................................................................................

5

Share Capital ............................................................................................................................................

5

Members ...................................................................................................................................................

5

Transfer of a company to the Samoa jurisdiction ....................................................................................

6

Required Documents/Information ............................................................................................................

7

Effects of Redomiciliation .......................................................................................................................

5

Books and Records ...................................................................................................................................

6

Powers of Attorney ....................................................................................................................................

7

Registered Office and Resident Agent .....................................................................................................

5

Nominee Directors ...................................................................................................................................

5

Meetings ...................................................................................................................................................

6

Tax Treatment ...........................................................................................................................................

7

Certificate of Good Standing ...................................................................................................................

5

Annual Renewal Fee ................................................................................................................................

6

Formation Costs ........................................................................................................................................

7

3 | S a m o a I n t e r n a t i o n a l C o m p a n i e s

INCORPORATING IN SAMOA

A. GENERAL INFORMATION ON SAMOA

Location and political and legal system:

Samoa, which comprises two large islands and seven small isles, is located on 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 2,934 square

kilometres. Apia, on the island of Upolu, is its capital. Samoa has been a fully independent nation

since 1962 and became a member of the United Nations in 1976. Samoa has a Parliamentary

Government with a democratic voting system and elections are held every five years.

Both English and Samoan are the two official languages. The Samoan Polynesian language is

dominant, but English is widely spoken. The local currency is the Samoa Tala.

B. ATTRACTIVE FEATURES

Incorporation time frame 2 days

Shelf companies available Yes

Transfer to jurisdiction possible Yes

Shareholders / Minimum number 1

Share Capital

(1) Minimum authorised

(2) Bearer shares

(3) Redeemable shares

No minimum

Yes (Bearer shares must be lodged

with the trustee company whose

office is the Registered Office).

Yes

Directors:

(1) Minimum number

(2) Corporate Directors accepted

1

Yes

Officers:

(1) Required

(2) Corporate Officers accepted

Secretary

Yes

Residency requirements:

(1) Directors

(2) Officers

(3) Shareholders

(4) Registered Office

(5) Resident Agent

No

No

No

Yes

Yes

Annual meeting requirements:


(1) Required

(2) Place restrictions

Optional

N/A

Information kept at Companies Registry Memorandum & Articles and their

amendments

Documents registered at Companies

Registry

(1) Register of mortgages and charges

(2) Share Register

(3) Register of Directors and Officers

(4) General Powers of Attorney

(5) Financial statements

(6) General pledge of assets

Optional

Optional

Optional

No

No

No

Corporate Seal Optional

Documents kept at Registered Office Register of Directors and Officers

Annual governmental fees:

Renewal Fee

US$300.00 (irrespective of share

capital)

Annual Accounts:

(1) Required

(2) Filed

No

No

Audit requirements None

Annual return required No

Tax on foreign income No

Exchange controls No

C. USES OF SAMOA INTERNATIONAL COMPANIES

Holder of bank accounts, fixed deposits, investment plans and any other financial or commercial

titles

Owner of shares of other companies or legal entities

Owner of apartments, houses, buildings and any other movable or immovable property or goods

Manager and promoter of international business transactions

International leasing of vehicles, machinery and others

To give or receive money for loans, commissions or others

Marketing and promotion of products and services

Other commercial and financial activities


D. INTERNATIONAL COMPANIES OF SAMOA

Applicable Law:

The International Companies Act, 1987 (as amended in 2008) ("the IC Act").

Formation:

To assist our clients, our trustee company in Samoa acts as the subscriber to the Memorandum of

Association and Articles of Association.

The Memorandum and Articles of Association are standard. Please refer to Appendices Numbers

(1) and (2).

We therefore require only information regarding the company's name. A company can be

registered with virtually any name in any language, that includes a word (or words), connoting the

existence of a body corporate. The Registrar may request an English translation to satisfy them

that the proposed name is not a restricted name.

Shelf companies:

We have a number of already existing companies for sale. These companies are "clean", that is to

say, they have never traded or entered into any transactions whatsoever.

Limitations of ICs:

An IC may be incorporated for any lawful purpose or purposes, and may carry on any business

which may lawfully be carried on by an individual, but it shall not carry on the businesses of

banking, insurance or acting as a trustee company unless it is licensed or otherwise permitted so to

do under the laws currently in force in Samoa.

Memorandum of Association and the Articles of Association:

The Memorandum of Association must state:

The name of the company

Whether the company is a company limited by shares, a company limited by guarantee or a

company limited by both shares and guarantee

The full names and addresses of the subscribers thereto

The address within Samoa of the Registered Office of the company

The name and address of the Resident Agent in Samoa

In relation to the share capital of the company, if any -


where the company proposes to issue only par value shares, the amount of the share

capital with which it is proposed to be registered and the division thereof into shares

of a fixed amount;

where the company proposes to issue only no-par value shares, the number of shares;

or

where the company proposes to issue both par value shares and no par value shares,

the fixed value of the par value shares and the number of no par value shares.

The Memorandum of Association may also state the objects of the IC. Our standard Memorandum

of Association includes a complete list of the powers of the IC.

We suggest that our standard Memorandum of Association and Articles of Association be used

unless there is a particular reason for requesting that an additional or special clause be inserted or a

particular clause deleted, or that any other amendment be made.

Please see Appendix 1 on page ten (10) for a proforma of our Memorandum of Association.

The Articles of Association govern the company's internal affairs. Please see Appendix 2 on page

fourteen (14) for a proforma of our Articles of Association.

The Memorandum and Articles of Association may be amended by resolutions passed by the

members or directors.

Name of the Company:

The name of the company may be in any language and must end in the word "Limited",

"Corporation", "Incorporated", "Berhad" "Société Anonyme", "Sociedad Anónima", "Naamloze

Vennootschap", "Besloten Vennootschap", "Gesellschaft mit beschrankter Haftung" or

"Aktiengesellschaft", or the abbreviations "Ltd", "Corp", "Inc", "Bhd", "S.A.", "N.V.", "B.V." or

"A.G.".

Share Capital:

Shares may be registered or bearer shares. Bearer shares may be issued in exchange for fully paid

up shares and must be physically lodged with the trustee company whose office provides the

registered office for the company and the trustee company shall hold the bearer shares and share

warrants as custodian only of the said documents for the beneficial owner. No minimum

authorised share capital is required, but our standard Memorandum of Association will show a

share capital of US$50,000.00, although, if required by the client at the time of incorporation, the

share capital may be over US$50,000.00 without any extra charge. The registration fee payable to

the Samoa Registry is US$300.00, irrespective of the share capital.

An IC shall have power to issue the number of shares stated in its Memorandum and such shares

may be shares having a par value, having no par value, or a combination of both, and may be

divided into one or more classes, with such designations, preferences, limitations and relative


rights as shall be stated or provided for in the Articles. All prices and values given in respect of

shares shall be expressed in U. S. dollars or in the money of any other country other than Samoa.

The articles may limit or deny voting rights of or provide special voting rights for the shares of any

class or the shares within any class to any extent not inconsistent with the provisions of the IC Act

or the company's Memorandum or Articles of Association articles

Members:

The Articles of Association contain aspects regarding proceedings at meetings, voting, and

members (shareholders) acting through representatives at meetings.

Members may be represented by a natural or a juridical person. Members may also be represented

by proxy.

Transfer of a company to the Samoa jurisdiction:

A foreign company may be transferred (continued) as a Samoa International Company (IC) if not

prohibited under the laws of the jurisdiction under which it was incorporated. The Registrar may

register such company as being so continued and if so registered, the company shall be deemed

thereafter to be an IC under the IC Act and domiciled in Samoa.

An important feature of this jurisdiction is that the registration fee and annual renewal fee for a

company incorporated outside but continued in Samoa as an IC is only US$100.00 for any capital.

Required Documents/Information:

An original or certified true copy of the Certificate of Incorporation

An original or certified true copy of the Memorandum & Articles of Association

A certificate of good standing

An original or certified true copy of the Directors resolution approving the transfer

An original or certified true copy of articles of continuance and revised Memorandum &

Articles of Association

Copy of specific provisions in the legislation of the original jurisdiction allowing transfer

of domicile

Notice of Registered Office

Certified true copy means a copy certified by or on behalf of the person or authority who has

custody of an original of the document, or by the secretary or director of the IC.

Effects of Redomiciliation:

The transfer of a company under the IC Act shall not operate -


to create a new legal entity

to prejudice or affect the continuity of the company

to affect the property of the company

to render defective any legal or other proceedings instituted, or to be instituted, by or

against the company or any other person; or

to affect any rights, powers, authorities, duties, functions, liabilities or obligations of the

company or of any other person.

Books and Records:

The company may have such accounts and records as the directors shall consider necessary or

desirable in order to reflect the financial position of the company.

Any registers, records, accounts or documents required to be kept by the Registrar pursuant to the

IC Act may be kept in written, magnetic, electronic or any other data storage form, provided that a

legible printed copy of its content can be produced.

Powers of Attorney:

The directors may grant a special or general power of attorney to any person, whether connected or

not with the company, named "the Agent". Our standard form of general power of attorney allows

the Agent to carry out all management activities, including opening bank accounts and entering

into any type of contracts (see Appendix six).

The cost of issuing a general power of attorney is quoted in our fee schedule.

Registered Office and Resident Agent:

In our standard Memorandum and Articles, Mossack Fonseca & Co. (Samoa) Limited is the

Registered Office and we act as the Resident Agent of the IC.

Nominee Directors:

There must be at least one director who is appointed initially by the subscriber of the

Memorandum and Articles. The director can be an individual or a company. Directors need not

be residents of Samoa. An IC is not obliged to file the names of the directors at any public

registry, although it may choose to do so.

We are frequently requested to provide directors. For such purpose, we have companies available

to serve as directors subject to acceptable references being given to us by the relevant parties.

Furthermore, if we consider it necessary, we may ask our client to execute a Letter of Indemnity

per the proforma in Appendix eleven. The least we would accept from our clients in such a case

would be confirmation to the effect that the interested party is a creditworthy person.


Directors' fees are quoted in our fee schedule.

Meetings:

A Samoa IC is not required to hold an annual general meeting. Subject to the Memorandum and

Articles, the directors may convene meetings either within or outside Samoa. Members may be

present in such meetings in person or by any means whereby they may all hear each other (e. g.

telephone).

Tax Treatment:

In general, all transactions of an IC are exempted from the payment of any stamp duty if the IC

carries out its activities outside Samoa.

Income earned by IC's is exempt from income tax in Samoa. Income includes all dividends,

interest, rents, royalties, compensations, capital gains realised with respect to any shares, debt

obligations or other securities, and any other amounts paid to the company.

In addition to this, no estate, inheritance, succession or gift tax, rate, duty, levy or other charge is

payable with respect to any shares, debt obligations or other securities of a company incorporated

under the IC Act.

Certificate of Good Standing:

The Registrar shall, upon request by any person, issue a certificate of good standing under his hand

and seal certifying that a company incorporated or registered under the IC Act is in good standing,

if the Registrar is satisfied that the name of the company is on the Register and that the company

has paid all fees, renewal fees and penalties due and payable.

The certificate of good standing shall contain a statement as to whether:-

the company is in the process of being wound up and dissolved; or

any proceedings to strike the name of the company off the Register have been instituted.

Annual Renewal Fee:

Every IC shall be liable to pay to the Registrar on the 30th day of November of each year

following the year in which it is incorporated or registered, an annual renewal fee of US$300.00

(for incorporated IC's) or US$100.00 (for transferred continued IC's). A penalty of US$25.00

applies for every renewal fee paid after the due date, for every month or part thereof after the due

date.

The Registrar may strike off the Register the name of an IC for failure to pay its prescribed annual

renewal fee or penalties. The Registrar practice for strike-off is as follows:-


A grace period of 14 days is given to companies that do not renew by 30th November. The above

penalty fee is imposed on or after 15th December of each year.

On 15th December of each year, the Registry sends out 2-month notices of intention to strike off

companies whose renewal fees are outstanding.

On 15th February each year, the Registry strikes off all companies that have not responded to the

notice.

A fee of US$50.00 applies for filing an application to the Registrar for restoration to the Register.

In addition, all outstanding renewal fees plus penalties are charged.

Formation Costs:

The costs for the formation of a company are set forth in our fee schedule, which is available upon

request.

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Samoa ICs booklet – English

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