Register Samoa Company Overseas Company Register Overseas Company
Samoa Companies Registration
Ⅰ、 The introduction of Samoa:
Samoa comprises two large islands and several islets, located in the central of South Pacific, east to the International Date Line, with the same distance between Honolulu of United States and Sydney of Australia. Samoa was independent in 1962, adopt parliamentary political system, this system is mixture of the traditional Samoan social structure and the modern democratic system. Samoa legal system is based on British common law, but because Samoa was dominated by New Zealand government before independent, after independent Samoa legal system integrates with the New Zealand statute law system. Samoa has 162,000 populations, of whom 90% are the Polynesian indigenous, while the rest is Samoan, Chinese and European nationals. Samoa has a modern international telecommunications network, including the telegraph, fax and international direct-dial satellite communications are very convenient. There are also direct international air routes to Australia, New Zealand and neighboring Pacific Islands.
Language: Samoa national literacy rate account for 97%, language is Samoa and Polynesia-based language, but Chinese is also very popular, at all schools are setting up Chinese programs.
Currency: the currency of Samoa million (Tara), U.S. dollar exchange rate was 2.5:1 (1999)
Exchange control: there is no control on foreign exchange.
Legal system: British common law and local customs.
Company legal system: the Companies Act 1987 (the latest revision), International Trust Act in 1987, outside the Finance Act 1987, the International Insurance Act 1988
Ⅱ、The advantage of registering a Samoa company:
1. Samoa’s political, economic and trade environment is very stable;
2. Have a good financial laws facilitate the establishment of financial institutions or the establishment of the foundation and development;
3. Government protect the interests of shareholders do not need to release the identity of the beneficiary;
4. The most attractive places of Samoa is registered capital could be infinitely enlarged and the registered capital need not be located. there is no stamp duty on the registered capital. More suitable for large registered capital of enterprises.
Ⅲ、The necessary condition of setting up company:
1. Company Name:
Company name can appear in any language but must include the following at the end. “limited, Corporation, incorporated, berhad, societe Anonyme, Anonyme, Sociedad Anonima, Naamloze Vennootschop, Besloten Vennootschap or Aktiengesellschaft” or “Ltd, Corp, lnc, Bhd, S.A, N.V., B.V.,” or “A.G.”
2. Director of the company (at least one director, There is no nationality restrictions)
3. The shareholder of the company (at least one shareholder, the director and shareholder could be the same person)
4. The share proportion of each shareholder
5. Registered address: < International Business Companies Act >requires each international business company with a registered address in Samoa
6. Registered attorney: Registered address should be managed by the company or the registered agent of the Company. At the same time, the International Business Companies Act requires the articles of association should be signed by the registered attorney who mentioned in the articles
7. The registered capital of the company: Normally, authorized share capital of 50,000 U.S. dollars or other currency equivalent
Ⅳ、 The clients should provide the following documents:
1. Company Name;
2. The duplicate copy of director and shareholder’s ID card or Passport
3. The address of Shareholders and directors (or mailing address) contact telephone numbers
4. The registered capital
Ⅴ、 Clients could get the following certificates after registration
1. Company Registration Certificate;
2. Memorandum and Articles of Association ( three books);
3. Stamper( oblong)、one Steel Seal;
4. The electronic files of company’s entire data ( CD);
5. Share book;
6. One “Green Box”.
Ⅵ
、 Registration Guide:
1） The meaning of international business companies: the "International Business Company" the meaning: "International Business Companies Act" is provided as follow:
International Business Company is one form of off-shore company, if it registered in Samoa, it could not:
（a） Could not have business with Samoa residents;
（b） Could not have the interests of real estate of Samoa Island, (as a rental property or to preserve contact with the shareholders of the company file and the bookkeeping of the office is not included);
（c） Could not carry on banking or trust business, unless the banks and trust companies in accordance with the Company Act of 1990;
（d） Could not engaged in insurance companies, insurance agents or insurance intermediary business, unless approved by law;
（e） Could not engaged in the business of company management, unless in accordance with the approval of corporate governance law of 2005;
（f） Could not Engaged in the business of providing a registered address or registered agent's business in Samoa.
Above-mentioned (b) referred to the International Business Companies Act means, in accordance with the provisions of international business companies are not considered be transact with residents of Samoa because it has a property lease is used to rent office or contact with shareholders Company files to store files.
Above-mentioned (e) referred to the 2005 corporate governance law is only apply to management in Samoa.
It is necessary to write in Articles of Association, specify several listed above is not engaged in commercial activities.
2） The character of International Business Company Act:
a） It is not required that submit the annual income statement or balance sheet. Is not necessary to hold the annual meeting of shareholders or directors.
b） There is no need to submit an annual report / financial tables.
c） The commercial activities and transactions completely tax-free except for the Republic of Seychelles.
d） The procedure of registration and the way of management is very simple.
e） easonable registration fee and management fee
f） Commercial confidentiality is absolutely conservative.
g） No minimum or maximum capital requirements
h） International business company may distribute any form of currency shares
i） International business companies could carry on any legitimate business activities and transaction in any country with any form of currency.
j） Free to decide to subscribe to a division or bearer shares
k） International Business Company allow only one director.
l） Shareholder、director and headship member could be any nationality of any country.
m） Director or headship member could not be shareholder
n） Director or headship member could be artificial person or natural person
o） There is no need to register for first or changed director or headship member
p） Shareholder and director could hold meeting in any country and sent attorney to attend the meeting
q） The financial books of the company could be stored in the company's registered address or anywhere in the world.
r） "Limited” can be used for international business companies
s） Use of standard documents of company registration(Memorandum and Articles of the company and a certificate of registration)
t） The use of "Apostille" (Hague international treaty Certification) certification on file
u） Companies Registry file could draft out in Spanish or any other text with an Chinese translation
3） The function of Samoa International Business:
a） Have a bank account, fixed deposits, investment plans or other business or financial ownership
b） As shareholder of other companies or legal entity
c） As owner of residential, houses, buildings and other goods and chattels or real estate
d） As an seller or manager of international business transaction
e） International Leasing and means of transport used, machinery and other items
f） Given the profit charged by shippers, commission and other
g） For products, services, market and promotional activities
h） To hold other commercial and financial activities
4） The restriction of international company:
An international company can be permitted to register by law, could deal with commercial or personal activities under the allowable range of law, but not to carry out banking, insurance or corporate trustee activities, unless get the permit or in other current permitted by law Samoa conditions.
5） The provision of the company’s registered agent and registered address:
"International Business Companies Act" requires each international business company with a registered address in Samoa; registered address should be managed by the company or the registered agent of the Company. At the same time, the International Business Companies Act requires the articles of association should be signed by the registered attorney who mentioned in the articles. Registered agent should be in accordance with company management law or law of banks and trust companies licensed as a registered agent, otherwise, no person shall be registered as a registered agent.
6） The management of company stamper:
In accordance with the Companies Act, companies must have a seal, as well as the company's registered address shall be leave the imprint of the seal, in accordance with article III and the 79th article of the company, the company seal and signature use at the same time.
7） The issue of redomiciling:
A. Foreign companies redomicile to Samoa: if there are no legal restrictions of the original registered address, the foreign company could redomicile to Samoa, the Registrar could register it as the company continues to exist in Samoa, if the company register to continue to exist, it will be regarded as an international company under the Samoa International Company Law.
B. The necessary documents/information:
1） The original of company registration certificate or the Certified copies
2） The original of the articles of association or the Certified copies
3） Credit Standing Certificate
4） The original agreement of redomiciling permitted by company’s director or the Certified copies
5） The original of the amendment of the articles of association and the continue to exist ones or the Certified copies
6） The duplicate copy of the redomiciling provision of the original registered address
7） The notice of the registered address
The Certified copy refer to the documents were checked by the owner of the original or the authority or delegate of company or the sectary or director of international company.
C. According to International Company Law, do not allow :
1） Do not allow to create new legal entity
2） Do not allow to impact the company's consistency
3） Do not allow to influence the company’s property
4） Do not allow to carry on any flawed actions which were submitted by the opponent of the company or establishment of any person.
5） Do not allow to influence the right、ability、authority、tariff、function、debt or responsibility of company or any other person.
8） Credit standing certificate:
If the Registrar satisfies with the registered company, as well as certifies no default cost of license fees or other fees; the Registrar shall require any person to issue the credibility of the certificate and seal of the company in good standing as required by law.
The credibility of the certificate will include:
a） Whether the company is progressing dissolution and winding-up proceedings or not
b） The company has not cancelled the company in the company registered address.
