INTERNATIONAL COMPANIES LEGISLATION :
Western Samoa International Companies are governed by the International Companies Act. When the Act was developed, in 1987, the features of existing jurisdictions were closely reviewed to ensure that the legislation adopted was highly competitive and innovative. Western Samoa has since enjoyed an elevated level of acceptance by professionals in the Pacific Rim market and is proving to be the most favoured jurisdiction for International Companies within it's time zone.
INCORPORATION :
A company can be incorporated under the International Companies Act 1987 as an international company if its shareholders are non-resident of Western Samoa. A trustee company registered under the Trustee Companies Act 1987 may hold shares in an international company. Western Samoa International Trust Company Limited can incorporate an international company within 24 hours. An international company may be incorporated for any lawful purpose, other than that of a trustee company, but shall not carry on the business of banking or insurance, unless it is licensed under the relevant Act.
EXEMPTIONS :
All international companies are exempted from all Western Samoan income taxes, stamp duties, withholding taxes, and any other direct or indirect tax, duty or levy. They are also exempted from exchange or currency controls and foreign exchange levies. The legislation also provides such entities with a guarantee that the State will not compulsorily acquire or expropriate their property situated in Western Samoa.
CAPITAL :
There are no minimum capital requirements and shares may be of no par value. Shares may be designated in most major currencies and bearer shares may be issued, unless this is prohibited by the Articles of Association. The annual government fee of US$300 applies to all international companies regardless of the level of authorised capital.
DIRECTORS AND SECRETARIES :
Only one director of an international company need be appointed and there is no obligation to appoint a resident director. It is obligatory to have either a resident agent or a resident secretary who must be an officer of a registered trustee company. If a resident secretary is not appointed then an international company must appoint a non-resident secretary.
SECRECY :
Principals or promoters of international companies may remain anonymous as there is no obligation to disclose any details of beneficial ownership of shares. Such anonymity is further guaranteed by the Act which imposes penal sanctions on any person who discloses information derived from an inspection of the records of an international company. There are no requirements for the register of members or directors to be filed with the Registrar. The only information available for public inspection is the Memorandum and Articles of Association and the details of any registered charges.
COMPLIANCE :
An international company is not required to file annual financial statements nor to lodge an Annual Return. Subject to shareholder agreement it is not necessary to appoint an auditor. Directors and shareholder meetings may be held anywhere in the world. Resolutions signed by all directors or shareholders may be adopted in lieu of formal meetings. There is no requirement to hold an Annual General Meeting. Meetings of Directors and Members may be held by telephone, fax or other electronic means.
SPECIAL FEATURES:
International companies may be incorporated under foreign language names, e.g. Chinese, French, Japanese, German, etc. This special feature along with others, such as creditor controlled companies, US style LLC's, long term companies, and companies with banking or insurance licenses will be covered in subsequent articles.
More detailed information is contained in our various Western Samoa brochures.
The content of this article is intended to provide general information on the subject matter. The reader should therefore obtain professional advice specific to their circumstances.
