General Information

New Zealand occupied the German protectorate of Western Samoa at the outbreak of World War I in 1914. It continued to administer the islands as a mandate and then as a trust territory until 1962, when the islands became the first Polynesian nation to reestablish independence in the 20th century. The country dropped the "Western" from its name in 1997.

Samoa, which comprises two large islands and seven smaller isles, is situated in the centre of 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 2,727 sq km. The administrative and commercial centre is situated in its capital, Apia.

The population of the Islands is approximately 214,000. Ninety per cent of Samoans are indigenous Polynesians. The balance of the population is part Samoan and part Chinese or of European extraction.

Parliamentary elections are held every three years. The first Superior Court of Samoa possesses and exercises all the jurisdiction, power and authority necessary to administer the laws of Samoa. The Court of Appeal of Samoa hears appeals on any judgement, decree or order of the Supreme Court in either its civil or criminal jurisdiction.

The economy of Samoa has traditionally been dependent on development aid, family remittances from overseas, agriculture, and fishing. The country is vulnerable to devastating storms. Agriculture employs two-thirds of the labor force and furnishes 90% of exports, featuring coconut cream, coconut oil, and copra. The fish catch declined during the El Nino of 2002-03 but returned to normal by mid-2005. The manufacturing sector mainly processes agricultural products. One factory in the Foreign Trade Zone employs 3,000 people to make automobile electrical harnesses for an assembly plant in Australia. Tourism is an expanding sector, accounting for 25% of GDP; about 100,000 tourists visited the islands in 2005. The Samoan Government has called for deregulation of the financial sector, encouragement of investment, and continued fiscal discipline, while at the same time protecting the environment. Observers point to the flexibility of the labor market as a basic strength for future economic advances. Foreign reserves are in a relatively healthy state, the external debt is stable, and inflation is low.

The currency is the Samoan Dollar (Tala). There are no exchange controls. The type of law is based on English Common Law. The principal corporate legalisation is the International Companies Act of 1987, as amended, the International Trusts Act, 1987, the Offshore Banking Act, 1987 and the International Insurance Act, 1988. There is separate corporate legislation for domestic companies.

Company Information

Type of Company for International Trade and Investment Companies incorporated under the International Companies Act of 1987, as amended. The procedure to Incorporate by submission of the company's Memorandum and Articles of Association and registration fee to the Registrar of International and Foreign Companies.

An International Company can't trade with Samoans or own local real estate. An International Company can't undertake the business of banking, insurance, assurance, reinsurance, fund management, the management of collective investment schemes, trust management, trusteeship or any other activity that may suggest an association with the bank or insurance industries without obtaining the appropriate licence.

An International Company has all the powers of a natural person. The corporate documents of an International Company may be in any language. A registered office is required and must be maintained in Samoa at the address of a licensed trust and management company. Shelf companies are available. The time to incorporate is one day, although, subject to the time zone of the applicant, companies can be incorporated yesterday!

There are restrictions on any name that is identical or similar to an existing name, any name which in the opinion of the Registrar is undesirable, offensive or indecent, any name that may suggest royal or government patronage and any name that suggests an association with the banking or insurance industries.

Names may be expressed in any language. The Registrar may request an English translation to satisfy him that the proposed name is not a restricted or licensable name. The following suffixes denote limited liability: Limited, Corporation, Incorporated, Société Anonyme or the relevant abbreviations. There is no disclosure of beneficial ownership to authorities.

Compliance

The normal authorised share capital is US$ 1,000,000, which may be expressed in any currency. The minimum issued capital is one share of no par value or one share of par value.

The following classes of shares are permitted: registered shares of par or no par value, bearer shares, preference shares, redeemable shares, shares with no voting rights and discounted shares.

Companies incorporated under the International Companies Act of 1987 are not liable to pay any income or corporation tax.

Samoa is not party to any double taxation agreement.

An International Company pays an annual licence fee of US$ 300, unless at the time of incorporation, it elects to pay a licence fee to cover the following periods:

5 years US$ 1.000
10 years US$ 1.500
20 years US$ 2.000.

Theree is no requirement to file financial statements under the International Companies Act of 1987. A company is required to keep financial records, which reflect the financial position of the company.

The minimum number of directors required for an international company is one. The directors may be natural persons or bodies corporate, be of any nationality and need not be resident in Samoa.

An International Company must appoint a company secretary. The company secretary can be a natural person or a body corporate. The company secretary can be of any nationality and need not be a resident of Samoa.

The minimum number of shareholders is one unless a specific type of debenture is outstanding in which case it is permitted to have no shareholders. Details do not appear on the public register.