Companies

International Companies
The International Companies Act 1987 is the principal corporate legislation. The legislation enables a high degree of flexibility and confidentiality. It provides for:

• incorporation of Samoa international companies
• redomiciliation to Samoa of existing companies
• incorporation of U.S. style Limited Life Companies

The following are some of the features of Samoa international companies:

• Companies can be incorporated within one day. 
• Accepted by bank account opening by most international banks.
• Company registration may be for periods of one, five, ten or twenty years in advance, with discounted fees.
• An international company is not required to have a share capital ("Creditor Controlled" companies).
• Chinese character names may be registered.
• Chinese character memorandum and articles of association may be filed.
• There is no minimum share capital requirement or capital duty on share capital.
• Redemption of shares and reductions of capital can be effected simply and quickly and without the necessity of a court order.
• A company may finance the purchase of its own shares.
• A company may repurchase and cancel its own shares.
• Annual returns do not have to be filed.
• Particulars of directors and secretaries do not have to be filed.
• Accounts do not have to be filed.
• Provision can be made for alteration of the memorandum and articles of association by directors' resolution.
• Meetings may be held by telephone, closed circuit television or other audio or audio-visual means.
• An international company need not have directors resident in Samoa. 
• The Companies office is subject to strict confidentiality provisions.
• Companies can be redomiciled into or out of Samoa.
• Companies can be liquidated. There is also a straight forward striking-off procedure.
• Documents can be Apostilled by the Chinese Embassy present in Samoa.

Limited Life Companies (LLCs)
U.S. style limited life companies may be formed in or redomiciled to Samoa under a separate division of the International Companies Act. The legislation is based on the popular Wyoming model but includes particular asset protection features. An LLC can be an effective entity for investment into the U.S. and is often used as a pass through tax neutral entity for U.S. income tax purposes.

Segregated Fund Companies (SGCs)
The Segregated Fund International Companies Act was passed in 2000. A company incorporated under the Act can create segregated funds. These are identifiable divisions of the company where assets and liabilities are segregated, and the rights and obligations of members and creditors are administered separately between the funds. There is no limitation on the number of funds which may be created within one company. Each fund is registered and bears its own name and designation.

The assets and liabilities of a segregated fund international company are dividend into segregated and non-segregated assets and liabilities. Segregated assets and liabilities are those attributable to the segregated funds of the company. Non-segregated assets and liabilities are those which are not attributable to any segregated fund.

The above is only intended as a general outline of some of the significant features of the laws relating to Samoa International Companies. Please contact Portcullis TrustNet (Samoa) Ltd for further details.