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Samoa became independent from New Zealand administered UN trusteeship on 1st January 1962. Samoa, which changed its name from Western Samoa in July 1997, is made up of 11 political districts, approximately equidistant from Honolulu and Sydney and immediately east of the International Date Line. The islands have a total land area of about 3,000 sq. km with a population of about 214,000. It is a modern offshore jurisdiction continuously gaining popularity in the Western Pacific.

The legal system of Samoa is based on English Common Law and incorporates a considerable body of New Zealand statute law, due to the fact that prior to independence New Zealand was the administrating authority of Samoa. The First Supreme Court of Samoa possesses and exercises all jurisdiction, power and authority necessary to administer the laws of Samoa. Samoa's Court of Appeal hears appeals on any judgement, decree or order of the Supreme Court in either its civil or criminal jurisdiction.

The more common type of Company used for international trade and investment is the Samoan International Company (IC) incorporated under the International Companies Act of 1987 (amended). Total exemption from taxes is granted to Samoan International Companies (offshore IBCs) incorporated under the International Companies Act, and accounts filing or annual return submission is not required after the offshore company formation.

An IC pays an annual licence fee of US$ 300, unless at the time of incorporation it elects to pay a 5-, 10- or 20-year licence fee as follows:

  • 5 years US$ 1,000
  • 10 years US$ 1,500
  • 20 years US$ 2,000.

Here are some requirements in establishing a Samoan International Company:

  • -All companies must have a minimum of one director, one shareholder and a secretary.
  • -All companies must have a Registered Office and a Resident Agent in Samoa which must be a licenced trust company.
  • -The normal authorised share capital for an IC is US$ 1,000,000 (expressed in any currency). Bearer share certificates are also allowed and shall be held by the trustee company whose office is the registered office of the company.
  • -The name of the company must end with one of the following suffixes: Limited or Ltd.; Corporation or Corp.; Incorporated or Inc.; Sociedad Anonima or S.A.
  • -Any other foreign languages are permitted. They can be included alongside the English names in the Certificates of Incorporation, in a properly supervised manner. Documents may also be filed in any language together with an English translation and a declaration of its true translation.

Clients should understand that an IC cannot trade with Samoans nor own local real estate, nor engage in 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 banking or insurance industries, without obtaining the appropriate licence.

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