Samoa, as a country with many advantages for international businesses, has become increasingly attractive to entrepreneurs worldwide who wish to establish their Samoa "offshore" companies. It is well-known for its favorable tax regulations and robust protection of business assets, among other benefits.
If you are considering an offshore jurisdiction, Samoa should be included on your list of potential options.
An overview of a Samoa offshore company
It reveals that it is based in a group of small islands in the central Pacific. The primary languages spoken are Samoan and English. The International Company is the most common legal entity used in Samoa. By registering an offshore company, you can take advantage of numerous benefits provided by the country. The key characteristics of a Samoa offshore company include:
1. Corporate legislation: Business registration in Samoa is governed by the English Common Law, with the International Companies Act 1988 serving as the primary legislation for managing international companies. There are also specific legislations applicable to sectors such as trust, banking, and insurance.
2. Key offshore business entities: The two main types of Samoa offshore companies are International Companies and Limited Life Companies. These entities are governed by the Samoan International Financial Services Authority (SIFA) Regulations and have different corporate structures.
3. Key company types: Common types of companies registered under the Act include Holding Companies, Investment Holding Companies, International Trading Companies, and Asset Protection Companies.
4. Trading restrictions: Samoa offshore companies are prohibited from conducting business with local real estate companies. Additionally, certain activities such as banking, trust management, fund management, insurance, and assurance require appropriate licenses.
If you intend to register a company in one of the mentioned business sectors, it is advisable to consult specialized departments or local authorities to understand the specific requirements.
Advantages Of Samoa Offshore Company
The advantages of forming a Samoa offshore company are numerous.
Samoa offers a high level of corporate privacy, allowing companies to maintain layered confidentiality.
The government does not require companies to disclose the names or personal information of shareholders, directors, or managers.
It also permits the use of nominee services on behalf of companies for public document signing and appearances.
Additionally, Samoa provides robust protection for company assets, as the maintenance of corporate anonymity makes it difficult to trace asset ownership, safeguarding assets from creditors.
Furthermore, Samoa is renowned for its business-friendly tax regimes. Offshore companies registered in Samoa are exempt from corporate taxes on income generated outside of Samoa. They are also exempt from other taxes such as income tax, capital gains tax, inheritance tax, estate tax, and stamp duty. Only residents are subject to a tax rate of 27%. The country has limited double-tax treaties with other nations, reducing fiscal inquiries for offshore companies from jurisdictions outside of Samoa.
In terms of tax transparency, Samoa has signed multiple agreements with many countries to prevent money laundering and tax evasion.
English is the primary language used in Samoan corporate legislation, which is advantageous for foreign investors. Understanding the laws and regulations is crucial when entering a business in a foreign country, and English language proficiency eases this process. Additionally, companies can incorporate in Samoa using any language, providing convenience for international business owners.
Compliance with reporting procedures and audits is often burdensome for business owners. However, registering an offshore company in Samoa relieves you of annual reporting and auditing requirements. Although filing accounting records with the government is not mandatory, keeping records is essential for demonstrating the company's financial position or for inspection purposes.
Samoa also offers the benefit of no exchange control, allowing companies to engage in international trade using any desired currency without additional charges. All international business transactions are conducted in USD, the official currency for Samoa's international business activities.
It is important to note that despite its advantages, Samoa is currently blacklisted as a non-cooperative tax haven by organizations such as the Organization for Economic Co-operation and Development (OECD) and the Financial Action Task Force (FATF) in the revised EU list as of October 4, 2022.
To register a Samoa offshore company, the process involves three main steps overseen by the Registrar of International and Foreign Companies:
How to register a Samoa offshore company
After you have decided on your offshore business entity, you can start the registration process. The Registrar of International and Foreign Companies is responsible for managing and monitoring company registration within the border. In general, there are 3 main steps to register the company with the Samoa government.
Step 1: Name the company
The naming must comply with Samoa regulations:
It must be the unique name in the company register
It must end with the word “Limited”, “Corporation”, “Incorporated”, “Berhad”, “Gesellschaftmitbeschrankter Haftung”, “Public Limited Company”, “Societe Anonyme”, “Naamloze Vennootschap”, “Besloten Vennootschap”, or “Aktiengesellschaf”, or their abbreviations
If it doesn’t meet the requirements, the name will be given by the Registrar.
You can check if the name is available in the company register here. The government also allows you to reserve the desired name to avoid being taken by other business owners.
Step 2: Obtain a registered office
Samoa requires all business owners to have a registered office and postal address during the time of the company’s existence in the territory.
The registered office will be the place to receive all legal papers and notices from the Registrar. It is also the place to keep all company documents.
The registered office must be physically located in the country. Any change of the registered office must be notified to the Registrar.
Step 3: File the Certificate of Incorporation
The Certificate of Incorporation is considered the birth certificate of your Samoa offshore company.
You must apply to the Registrar.
Below is the required information for the application:
Step 4: The company name
A specification that the company is private or public;
The personal information of directors and shareholders such as names and addresses;
Name and address of the registered office;
You will receive the stamped certificate if your application is qualified. Then your company will legally exist in the Samoa company register.
Before proceeding with company operations, there are other considerations to keep in mind for a Samoa offshore company setup. Certain companies may need to fulfill licensing requirements specific to their business activities.
Failure to comply with these requirements can result in penalties or the revocation of the company's registration. It is advisable to consult relevant departments or local authorities to determine any licensing obligations.
Although not mandatory for all offshore companies, opening a bank account is recommended for efficient management of business transactions. Bank account openings are more straightforward for Samoa residents but can be challenging for non-residents. Seeking assistance from a trusted agent can facilitate the process of opening a Samoa bank account for your company.
Conclusion
In conclusion, establishing an offshore company in Samoa offers many advantages. However, the registration process may be daunting, especially for non-residents. It entails a comprehensive list of procedures, and errors can result in time-consuming and costly delays.
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