Samoa Offshore Industry

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INTRODUCTION

Samoa comprises of several islands situated approximately halfway on a line drawn between Hawaii and New Zealand. Apia is its capital. The population of the islands is approximately 160,000.

Originally ruled by Germany from 1889 to 1914, Samoa was subsequently administered by New Zealand until it became the first South Pacific country to gain independence in 1962. Samoa was known as Western Samoa until 1997.

Samoa has a parliamentary system of Government with elections every 5 years. There are 47 members of the Legislative Assembly who elect a Prime Minister who, with an eight-member Cabinet and the Head of State make up the Executive Council.

Samoa’s legal system has its foundations in English and Commonwealth statutory law. The court system comprises the Magistrates Court, the High Court, and the Court of Appeal.

THE OFFSHORE INDUSTRY

In 1987 and 1988 Samoa (then known as Western Samoa) passed several enactments to establish itself as a major offshore jurisdiction.

The Trustee Companies Act 1987 is the founding statute and provides for the licensing and regulation of trustee companies to service the needs of offshore clients. Other enactments include the International Companies Act 1987, the International Trusts Act 1987, the Offshore Banking Act 1987 and the International Insurance Act 1988.

Samoa international companies and trusts are totally exempt from Samoa taxes, including stamp duty, capital gains tax and withholding tax. There is no exchange control and strict confidentiality provisions apply.

INTERNATIONAL COMPANIES

The International Companies Act 1987 is the principal corporate legislation. It provides for the incorporation of Samoa international companies, the redomiciliation to Samoa of existing companies, and for the incorporation of U.S. style limited life companies.

The legislation enables a high degree of flexibility and confidentiality.

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

  • 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.
  • Fully paid registered shares may be issued as bearer shares transferable by delivery.
  • Fully paid registered shares or bearer shares may be exchanged for share warrants to bearer, also transferable by delivery.
  • Redemption of shares and reductions of capital can be affected 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.
  • Company registration may be for periods of one, five, ten or twenty years in advance, with discounted fees.
  • Annual registration renewals are due on 30 November.
  • In the absence of a public offer, shareholders can resolve not to have the accounts audited and not to hold annual general meetings.
  • 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.
  • Annual meetings are not required, but if held, need not be held in Samoa.
  • Directors’ and shareholders’ resolutions may be passed by circulating written resolutions (including facsimile copies) for signing.
  • An international company need not have director’s resident in Samoa.
  • The use of a common seal is optional for execution of documents.
  • 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 straightforward striking-off procedure.

Limited Life Companies (“LLCs”)

US 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 US and is often used as a pass-through tax neutral entity for US income tax purposes.

INTERNATIONAL TRUSTS

The general law relating to trusts in Samoa is derived from the English Courts of Equity. The International Trusts Act 1987 provides a simple registration procedure, the effect of which is that general trust law as modified by the International Trusts Act, governs the trust. A registered trust is not subject to any form of taxation whatsoever.

To register a trust the name and the date of the trust and the name of the trustee or trustees must be filed with the Registrar. The names of the settlor and beneficiaries do not have to be disclosed to the Registrar. The trust instrument does not have to be filed. The trust can be discretionary and can provide for the exclusion or inclusion of particular beneficiaries.

OFFSHORE INSURANCE

 The International Insurance Act, 1988 provides for the licensing of companies wishing to carry on insurance business from Samoa. The licensee must either be an international or foreign company registered under the International Companies Act. Capitalization requirements vary between USD100,000 and USD500,000 depending on the nature of the business to be conducted.

A feature of the legislation is that a licensee, with the consent of the owner of a policy, may apply all amounts received in respect of that policy to establish a separate fund. That particular fund is the only source of assets available to meet the licensee’s obligations under that policy and is not available to meet any other obligations of the licensee.

OFFSHORE BANKING

The Offshore Banking Act, 1987 provides for the licensing of companies wishing to carry on banking business from Samoa. There are three classes of license. The principal differences between the three are the types of business that can be conducted and the requisite capitalization or bank guarantee backing. The capitalization or guarantee required for an A Class license is USD 10m, for a B (1) Class license USD 2m , and for a B(2) Class license, USD250,000.

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