Main Characteristics of Samoa company

Business restrictions – An international company may not invest and acquire assets from a domestic company, nor carrying on business with or settling any property on someone ordinarily resident in Samoa or a domestic company.

It also cannot make any disposition or settlement of property outside Samoa in the currency of Samoa nor can it send out of Samoa any money or securities belonging to or controlled by a resident or a domestic company.

It may however make or maintain deposits with a company carrying on banking business in or from within Samoa and it may hold shares in other companies incorporated or registered under the International Companies Act.

Share capital – There is no minimum capital requirement and shares may have a par value or may be of no-par value or a combination of both.

They may be fractional and expressed in any currency, except Tālā (WST). Share warrants issued to bearer or bearer shares may be issued or exchanged for fully paid up shares. Details of allotments and redemptions of shares need not be filed with the Registrar.

Shareholders – International companies may be formed by one or more shareholders, who may be either natural or legal persons, and non-residents. Details of shareholders are not available to the public.

Directors – An International company must appoint at least 1 director, who may be a natural or juristic person, resident or non-resident, without restrictions. Directors’ details are not disclosed in a public record.

Secretary – A company must have a resident secretary or resident agent either of whom must be a registered trustee company, a wholly owned subsidiary thereof, or an officer of a registered trustee company.

Registered Address – A company shall have a registered address and office in Samoa, provided by a registered Trustee company.

General Meeting – An international company need not hold any any AGM if all the members entitled to attend the meeting agree in writing not to do so. However, if any member gives written notice that he requires future AGM’s to be held, such meetings must be held and the first such meeting must be within 3 months of the receipt of the notice.

Re-domiciliation – Inward and outward re-domiciliation is allowed.

Compliance – Companies should maintain accounting records, as well as the supporting documentation. They may be kept at the company’s Registered Office or at such other place the directors think fit and are open to inspection at any time by any director. There is no requirement that these be filed with the Registrar.

There is no requirement to file an annual return nor a tax return.

A company which does not hold a banking or insurance license does not need to appoint an auditor if its articles so provide, or all the members agree in writing or if all the members present in person or by proxy so resolve at each annual general meeting of the company.

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