Samoa

I. ABOUT THE COUNTRY

Samoa formerly known Western Samoa, whose name changed in July 1997, is situated in the center of the Southern Pacific Ocean. Western Samoa has been a fully independent nation since 1962. The legal system of Samoa is based on English common law which is influenced by statute law of New Zealand.

II. THE ADVANTAGES

Companies pays no tax in Samoa. It has a sophisticated international telecommunications system with telex, facsimile and international direct facilities via satellite. There are regular international flights to and from Australia, New Zealand and the surrounding Pacific Islands.

III. CHARACTERISTICS OF SAMOAN INTERNATIONAL COMPANY

INTERNATIONAL COMPANY

Under the International Companies Act 1987 (“The Act”), companies may be incorporated with foreign language name incorporating on the certificate of incorporation, such as Chinese. There is absolute an advantage that a Embassy of People’s Republic of China exists in Samoa, for the companies which require processing the legalization and authentication for the use in China.

SHAREHOLDERS

Only one shareholder is required and shares issued in registered form no filing requirement for details of shareholders. Shares issued in bearer shall be kept by a licensed company, in most cases, the resident agent.

DIRECTORS

At least one director is required and corporate directors are permitted. There is no requirement to file details to any public registry but resident agent.

ANNUAL REPORTING

No annual return nor accounts need to be filed. But penalty fees will be charged if the licence fee is not paid when due.

LOCAL REQUIREMENTS

A registered office address within Samoa has to be maintained and either a resident secretary or a resident agent must be appointed.

IV. CHARACTERISTICS OF SAMOA CREDITOR CONTROLLED

CREDITOR CONTROLLED

A company with no share capital can be incorporated in Samoa. It is “owned” by the holder(s) of bearer debentures. A non voting redeemable preference share will be allotted to a non resident of Australia to ensure the company is in fact a “company” rather than some exotic derivative if this is felt necessary.

SHAREHOLDERS

Even with no share capital and shareholders, a Samoan Creditor Controlled International Company can still operate. All the usual rights which would normally be exercised by the shareholders accrue to the holder of the bearer debenture.

DIRECTORS

At least one director is required and corporate directors are permitted. There is no requirement to file details to any public registry.

ANNUAL REPORTING

No annual return nor accounts need to be filed. But penalty will be charged if the licence fee is not paid when due.

LOCAL REQUIREMENTS

A registered office address within Samoa has to be maintained and a resident secretary or resident agent must be appointed.

TAXATION

A Samoan Creditor Controlled International Company pay no taxes in Samoa.