Company Formation Survey 2008


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		1. Company law:	International Companies Act 1987 regulates the formation and operation of international companies. This is separate legislation to that which controls domestic companies. Legislation also exists to govern the registration of International Trusts, Limited Liability Partnerships, Segregated Fund International Companies and the licensing of International banks and Insurance Companies. Other legislation which affect international companies is the new Money Laundering Prevention Act 2007 (MLPA) (repeals and replaces the MLPA 2000).
		2. Types of company:	The entity created is called an international company. This is identical in nature to the more commonly named IBCs of other jurisdictions.
		(a) type of company preferred for international transactions:	Various types of international companies are available which include companies limited by shares, companies limited by guarantee, hybrids (limited by both shares and guarantee), US styled Limited Life Companies (LLCs) creditor controlled companies and segregated fund international companies. There are also long term companies for 5, 10 or 20 years for discounted fees, and companies can also have their names and Memorandum and Articles of Association in the Chinese language.
		(b) shareless companies:	Shareless companies are permitted and as noted above are referred to as a creditor controlled company.
		3. Capital requirements:	The authorised capital must be a single unit of any currency (the only currency not permitted is Samoan Tala). There is no need to have a paid-up capital if the company is a creditor controlled company. Partly paid-up shares are permitted. There are no minimum capital requirements, and shares may be of no par value.
		4. Costs to incorporate, excluding government fees:	Fees charged by trustee companies vary and are a matter between them and their clients. There is no regulated fee set by the Samoan government.
		5. Fees paid to authorities to incorporate:	USD300 for 1 year (USD100 for companies that re-domicile into Samoa), USD1,000 for 5 years, USD1,500 for 10 years, USD2,000 for 20 years. These fees do not change with increases in authorised capital.
		6. Annual fees paid to authorities:	As above.
		7. Taxation rates applied to companies generally:	Domestic companies: 27%.
		(a) the taxation of companies in 2 (a)	International companies: nil. All entities registered under the offshore legislation are exempt from taxes, stamp duties and other government levies.
		8. Method of incorporation:	A trustee company lodges the Memorandum and Articles of Association, along with the notice of registered office, with the registrar, and pays the prescribed fee. Name approval is reserved at no charge for 14 days and on payment of USD20 can be reserved for three months.
		9. Who may incorporate - specify what, if any, local representatives/ professionals required?	Companies can only be incorporated by trustee companies. Any person or entity can be the subscriber to the memorandum of association.
		(a) are ready made companies available?	Yes.
		10. Length of time to incorporate:	One day.
		11. Minimum members:	One. For shareless companies, none.
		12. Registered office:	This must be at the office of a trustee company.
		(a)Can the registered office be a bank/ lawyer/ accountant's office (brass plate)?	Not unless the banker/lawyer/accountant is a licensed trustee company.
		13. Directors and secretary:	Every international company must have at least one director and one secretary. Directors and secretaries may be incorporated bodies.
		(a) Must a director/ secretary be resident?	No.
		(b) Are Corporate Directors allowed?	Yes.
		14. Appointee directors/ secretary possible?	Yes.
		15. Amount of fees payable to appointee directors/ secretary:	Fees charged by trustee companies vary and are a matter between them and their clients. There is no regulated fee set by the Samoan government for this service.
		16. Meetings:	Annual meetings are not required. When held, they can be anywhere in the world and may be held electronically.
		17. Annual return:	Not required.
		(a) Must financial statements of a company be audited?	No. It is not compulsory to prepare financial statements. However, though there is no requirement for audited financial accounts, or that they be filed, the Act (section 113) does require the company to keep such accounts and records as the directors consider necessary to reflect the financial position of the company.
		18. Is disclosure of profits required by filing balance sheets with annual returns?	No, and no annual return is required.
		19. Are there any exchange control or other financial restraints imposed upon a company?	No.
		20. Companies formed in the last year:	Approx. 6,073 (Dec 2007).
		21. Number of companies on the company register altogether:	25,612 (Dec 2007).
		22. How, if any, is migration into and out of the jurisdiction achieved?	Re-domiciliation inwards and outwards is provided for in the International Companies Act 1987. Inwards re-domiciliation is achieved by producing evidence that the company is registered and in good standing in that jurisdiction and that outwards re-domiciliation in that jurisdiction is not prohibited. During 1998, the annual government fee for re-domiciled companies was reduced from USD300 to USD100. The Memorandum and Articles of Association (or other governing document) must permit re-domiciliation and so may require resolution altering the Memorandum and Articles of Association to permit re-domiciliation. There are a number of additional requirements, primarily that the company is not re-domiciling to avoid or prejudice creditors, and is not bankrupt or entered into a compromise with its creditors.
		23. Is migration out of your country provided for?	Yes.
		24. Any amendments to company law over the last 12 months:	New legislation introduced in February 2007 besides the Money Laundering Prevention Act 2007, are the Mutual Legal Assistance in Criminal Matters Act 2007, and the Proceeds of Crime Act 2007.
		25. Anticipated amendments to company law over the next 12 months:	Proposed amendments to the International Companies Act 1987 mainly to immobilise bearer shares. Proposed introduction of the Electronic Transactions legislation mainly to allow for the electronic filing/lodgement of incorporation documents by trustee companies. Proposed introduction of the Mutual Funds legislation therefore providing another offshore investment vehicle to the list of offshore investment vehicles already available.
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