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Why Samoa?

One of the most versatile of the International Business Companies (IBC) jurisdictions in the world. The independent state of Samoa, formerly, and even now at times is addressed as Western Samoa. While investment into Samoa is rather limited, using Samoan registered companies, trusts, or banks can be extremely flexible.

In July of 1997, Western Samoa changed its name to The Independent State of Samoa. It became a republic in 2007, following the death of king Malietoa Tanumafili II.

In 2011, Samoa skipped one day, omitting the 30th of December. This was done to facilitate trade with Australia and New Zealand. Previously 23 hours behind Sydney, it is now three hours ahead. The nation’s previous time zone was chosen to facilitate trade with the USA.

Samoa is an independent group of islands in the South Pacific Ocean, about half way between Hawaii and New Zealand. The main entry point into Samoa is Falelolo International Airport, located 35 km from Apia on the island of Upolu. Polynesian Airlines operates daily flights between Apia and Pago out of Fagalii Airport, which is located about 5km from the Central Business District.

Population
population
1,88,889
Currency
population
Tala
GNI Per Capita
population
US$ 6,149
Region
population
East Asia & Pacific
Political Overview
population
Unitary State, Parliamentary Republic

Fiscal Advantages

  • No income tax levied
  • No corporate taxes levied
  • No DTA's
  • Strong & effective asset protection


Regulatory Advantages

  • Launching a company takes only four procedures, and no minimum capital is required
  • The regulatory framework generally supports entrepreneurial activity


Limitations

  • Application of the commercial codes for entrepreneurial activities is not always straightforward
  • A well-functioning modern labour market is not fully developed
  • The judicial system remains vulnerable to political interference, and property rights are not strongly protected
  • Corruption undermines enforcement of the rule of law

Company Formation

  • International Companies (IC)
  • Limited Liability Company (LLC)
  • Segregated Fund International Companies (SFIC)
  • International Partnerships (IP)
  • Special Purpose International Companies (SPIC)


International Companies (IC)

Formed in 1987, the International Companies Act, an ingenious legislation, Asset Protection. This clause states that, if a specified event occurs, a member of the company can elect to have his shares vested in a specified person. A specified event being, for instance, a court order, foreign government expropriates, or any other event. In such a case, the ownership of the company can be immediately shifted to another person (legal or natural). 

The annual fee for IC’s can be discounted for, by paying them in advance for a fixed term of 5 or 10 or 20 years. IC’s are exempted from all tax payments.

Limited Liability Company (LLC)

This was included in the International Companies Act in 1996 by an amendment.

Segregated Fund International Companies (SFIC)

This offers strong asset protection. A SFIC is allowed to create investment cells, where the rights and liabilities of members and creditors are separate for each segregated fund. It is incorporated mainly to allow shareholders to carry on multiple business activities via a single entity, along with the ability to segregate and isolate risks.

International Partnerships (IP)

A Samoan IP is an offshore partnership, in which one partner must be a licensed trustee, international company or a foreign company. No need to lodge a partnership agreement. This form of partnership was formed under the International Partnership & Limited Partnership Act, issued & revised in 1975 & 1998 respectively. 

IP’s don’t require annual filings and are not subject to audit unless required. IP’s are also exempt from tax.

Special Purpose International Companies (SPIC)

A unique form of legislation, introduced in 2012, is a fusion of a foundation & company, which means that a director is required but not shareholder. It is not owned by any; hence, there is no need of legal ownership. 

They are alternatives to a trust and companies registered under the Special Purpose International Companies Act (SPICA) have to maintain accounts. 

It can act as a holding company, and can act as a company, if only used for a charitable cause. It can be used as a vehicle for asset protection.

All companies must have a minimum of one director, one shareholder and one secretary. Corporate directors are permitted. All companies must have a registered office and a Resident Agent in Samoa. Registers of directors, members and secretaries are to be kept in the registered office. The register of members or a copy of the registers shall be maintained at the registered office within 1 month of the date of incorporation.

Companies are usually formed within one day. Document submission may take 5 days.

  • Application of incorporation
  • Name of the company
  • Type of the company
  • Articles of Association
  • Full name & residential address of the director
  • Full name of shareholder and the number of shares issued to each shareholder
  • The registered office of the company
  • Postal address of the company which may or may not be the postal address of the registered office

Taxation, Laws & Regulations

As per the Income Tax Act 2012, income tax is levied on the taxable income for the previous calendar year. From Jan 1st 2013, the company tax rate is 27%. Tax laws also include transfer-pricing rules. 

Non-resident companies are taxed at 27% on their taxable income derived from sources in Samoa to the extent attributable to business carried on through a permanent establishment in Samoa. The top marginal tax rate for individuals is also 27%. This applies to assessable income over $20,000 per annum.

  • Capital gains tax is levied at 27% on profits arising from the disposal of capital assets sold within 3 years of the date of acquisition
  • Dividends paid by resident companies are tax-exempt income in Samoa 
  • Withholding tax of 15% is payable on interest earned on bank deposits etc. 
  • Samoa’s consumption tax, or VAGST, is levied at a rate of 15% on the supply of most goods and services
  • Documents may be filed in any language together with an English translation and a declaration of its true translation
  • Foreign languages, for instance Chinese character names and others, are permitted and can be included next to the English names in the certificates of Incorporation
  • Companies may pay their licence fees for 5 / 10 / 20 years in advance, discounts are offered to companies opting this provision
  • Migration of companies accomplished at ease and effectively, to attract from other jurisdictions
  • Samoa has Tax Information Exchange Agreements with about 16 countries

Immigration & Visa Requirements

Visitors to Samoa can apply for a 60 day Visitor Permit on arrival in Samoa. No form is required. Travellers must have onward tickets, visas for the next country, a passport valid for at least 3 months and sufficient funds to support themselves. 

A business Visitor Permit is issued for persons normally employed and paid offshore who are visiting Samoa to a company branch, to conduct business negotiations with a Samoan company or to attend a business conference. 

Temporary Resident Permit for conduct of business in Samoa (to establish a business or invest in Samoa):

  • Copy of Investment Certificate issued by Ministry of Commerce Industry and Labour
  • Medical and Police reports
  • Fee –
    • WST$ 600 plus WST$ 300 for each dependent if lodged offshore, or
    • WST$ 1,200 plus WST$ 300 per dependent if lodged while in Samoa (higher fees do not apply for further permits with the same business)
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