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IN 1987 and 1988 Samoa (then Know 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, International Trusts Act1987, 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.
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.
Technical Flexibility
♂Companies may have no 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 effected simply and quickly 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 Administrative Ease
♂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, shareholders 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 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
♂A company need not have directors resident in Samoa
♂The use of a common seal is optional for execution of documents
General Features
♂The company*s 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
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.
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 settler 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.
The International Insurance Act provides for the licensing of companies wishing to carry on insurance business from Samoa
The licenses must either be an international or foreign company registered under the International Companies Act. Capitalisation requirements very 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.
The Samoa International Banking Act 2005 (※the Act§) was passed into law on 22 April 2005. The Act repeals and replaces the Offshore Banking Act 1987 and provides a more comprehensive and sophisticated set of provisions that its predecessor.
The Act provides for three types of licences (all of which shall be valid for one year) as follows:
a.        ※A§ Class International Banking licence
b.        ※B1§ Class International Banking licence
c.        ※B2§ Class International Banking licence
The Samoa International Finance Authority Act 2005 established SIFAA to ( among other things ) protect and maintain the good repute of Samoa as a centre for international financial services and promote Samoa as a centre for international fi8nancial services and to make recommendations for creations for creation and the improvement of any facilities likely to enhance the attraction of Samoa as a centre for international finance services. Segregated fund portfolio legislation is in place (the Segregated Fund International Companies Act 2000 (as amended 2005)) and mutual fund legislation is plan.


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