A Samoa International Company (IC) is similar to an International Business Company (IBC) found in many offshore companies jurisdictions around the world. However, Samoa’s laws provide specific Asset Protection features not seen in other tax havens.
Asset Protection
Back in 1987, Samoa created a new law specifically providing Asset Protection for its International Companies (IC). This law is called the Samoa International Companies Act of 1987 (amended 2009). The most interesting part of this law is found in Section 228B where it states when a “specified event” occurs a shareholder of an International Company (IC) can choose to have his/her shares vested in another person. The law allows the Articles of an International Company to specify what types of events will trigger this option. The law states that a “specified event” can include:
• Any foreign government expropriating any international company member’s (shareholder’s) interest.
The beauty of this law is that the above-mentioned “specified event” is only an example of what a “specified event” may be. The law allows the company’s Articles to specify “any” events allowing a member to transfer his/her interests to a third party. When that specific event occurs, the law allows the member’s interest to “automatically vest” in the named third party (or parties) as provided in the company’s Articles. The law also states that “no other person (including the original owner)” shall have any rights to the new members’ interests.
What this means is that when an IC is formed in Samoa, the company’s Articles can be written to include a long list of “specified events” where the members’ (shareholders’) rights can automatically be transferred to named third parties. The list can include filing of a marital divorce, breakup of a business partnership or joint venture, a civil lawsuit filing, a court judgment; or a government notice of a fine or penalties or seizures. The list can go on and on.
Other Uses
Besides as Asset Protection company, an IC can be used as a
• Holding Company;
• International Trading; and
• International Investments.
Background
Samoa is an independent state located half way between Hawaii and New Zealand in the South Pacific. New Zealand ruled Samoa from 1914 to 1962 when it gained its independence.
Its political system is a unitary parliamentary democracy with an elected legislature and a Prime Minister. Samoa is a member of the United Nations and the Commonwealth of Nations. Its official languages are Samoan and English. Samoa uses the British common law system. It has never been blacklisted by the OECD or FATF. The government has a strong position against money laundering and fraud while providing a securely regulated offshore business environment.
Benefits
A Samoa International Company (IC) enjoys the following benefits:
• Must be 100% Foreign Owned: Only foreigners can form an IC.
• Strong Asset Protection: Samoa has one of the best Asset Protection laws in the world.
• Totally Tax Free: IC’s pay no taxes. However, American taxpayers must declare all income to the IRS as others residing in global income taxation countries must do to their tax authorities.
• Privacy: Not only are the names of shareholders and directors not included in public records, it is a crime for anyone to reveal their names and other IC information.
• Bearer Shares: Bearers shares can be issued for further privacy.
• Low Cost Fees: Registration and annual renewal fees are very low.
• One Shareholder/One Director: Only one shareholder is required who can be the sole director for total control.
• No Audits or Filings: No financial statements are required to be filed and no mandatory audits.
• No Required Capital: There is no minimum required capital. Authorized share capital is only $1 USD.
• No Required Meetings: There are no requirements for annual general meetings.
• English: English is the second official language.
Samoa International Company (IC) Name
An International Company name must not resemble any other legal entity’s company name. The company name can be in any language including Chinese characters.
Approval of the proposed company name must be obtained from the Registrar of International and Foreign Companies. Names can be reserved for a period of three months.
Either the name “International Company” or its abbreviation “IC” must be included at the end of the company’s name.
Registration
Registering a new IC is easy. Merely file the company’s Articles of Incorporation and a Memorandum and pay the registration fee to the Registrar of International and Foreign Companies.
Registration Fees
The standard registration and annual renewal fee is $300 USD. In addition, discounts are available for paying annual renewal fees in advance on the following sliding scale:
5 years $1,000 USD;
10 years $1,500 USD; and
20 years $2,000 USD
Privacy
The International Companies Act of 1987 (amended 2009) protects the names and information of shareholders from being disclosed. It is a crime for anyone to divulge any information regarding shareholders, directors, and officers. No information about an IC is publicly available.
Shareholders
A minimum of only one shareholder is allowed which can be a natural person or a corporation.
Bearer shares, preference shares, shares with par value or no par value, shares with voting or no voting rights, redeemable shares, and discounted shares are all permitted.
Nominee shareholders, officers, and directors are also available for further privacy.
Minimum Authorized Capital
There is no minimum capital requirement. However, the minimum authorized share capital is $1 USD which must be paid up when registering.
Directors
A minimum of one director is required. The directors can be from any country and do not have to reside in Samoa. Directors may be natural persons or corporations.
Officers
A local and qualified company secretary is required. The secretary fulfills the company’s legal obligations.
Registered Office and Agent
Both a registered company office in Samoa and a local registered agent are required. A registered company secretary can be appointed in lieu of a registered agent. Either one must be a licensed trustee company. The company’s registered office can be the trustee company’s office. The registered agent deals with communications for the company from outsiders.
Taxation
IC’s not conducting business within Samoa’s borders and not owned by local residents does not pay any taxes including:
• Income tax
• Corporate tax
• Capital gains tax
• Inheritance tax
• Estate tax; and
• Stamp duty.
Tax returns are not required.
However, Americans must report all of their income (along with anyone else residing in a country taxing global income) to their government’s revenue agencies.
Accounting and Audits
The government requires that accounting, bookkeeping records be maintained. However, there is no requirement to file accounting records or financial statements with the government. Accounting records will not be available to the public.
If a shareholder requests an inspection of the company’s accounts, a profit and loss with a balance sheet must be provided.
Audits are not required.
Annual General Meetings
None are required. If meetings are called they can be held anywhere in the world.
Directors meetings can be avoided with written resolutions signed by all directors which serves as the meeting’s minutes, as well.
Public Records
The public does not have any access to the public records.
Time for Registration
It is estimated that the complete process to register an IC will take from one to three business days.
Shelf Companies
Samoa shelf companies are permitted to be purchased.
Conclusion
A Samoa International Company (IC) enjoys the following benefits: required to be 100% foreign owned, strong asset protection law, strict privacy, bearer shares, no taxes, low registration/renewal fees, no audits, no financial records filing, one director who can be the sole director for total control, no required general meetings, no required minimum capital, English is the second official language.
