An international company is a locally incorporated company, a foreign company is first incorporated elsewhere and then registered in Western Samoa, a limited life company is a special form of limited partnership. Formation of companies limited by shares, companies limited by Guarantee, companies limited by both shares and guarantee will be available in 1997.
PROCEDURE TO INCORPORATE - First you must seek name approval of any proposed name. Please inquire by electronic mail: ibt@talofa.net
The company can be incorporated within hours of receipt of instructions. Such companies may include foreign language names. Document may be registered in any language provided a certified translation in English is lodged.
NAME RESTRICTIONS - names already registered, undesirable names. The use of the words "bank" or "offshore bank" is restricted by The Offshore Banking Act 1987. Suffixes to Denote limited Liability: the following may be used:-
- Corporation or Corp.
- Incorporated or Inc.
- Limited or Ltd.
- Berhad or Bhd
- Public Limited Company or P.L.C.
- Societe Anonyme or Sociedad Anonima or S.A.
- Naamlose Vennootschop or N.V.
- Besloten Vennootschop or B.V.
- Aktiengessellschaft or A.G.
RESOLUTIONS ON DEALINGS - International Companies may not make any disposition to or grant or settle any property (excluding shares or debentures) or carry on business with or acquire assets from Western Samoan residents or domestic companies (other than trustee companies) and cannot acquire an interest in land or real estate in Western Samoa.
MINIMUM CAPITAL - No minimum requirements. USD$1M is usual.
CLASSES OF SHARES -
- Registered Shares of par or no par value
- Bearer Shares
- Share Warrants
- Preference Shares
- Non-Voting Shares
- Redeemable Shares
TAXATION - International Companies are exempt from any income tax, direct or indirect tax or impost or stamp duties. Western Samoa presently has no double taxation agreements in place.
GOVERNMENT FEES - International Company has an annual licence fee of US$300. Long term registrations for 5, 10 or 20 years are allowed at discounted rates.
ACCOUNTS AND ANNUAL RETURNS - There is no requirement to file accounts or an annual return. An international company must keep such accounts and records as the directors think necessary or desirable in order to reflect the financial position of the company. They must be kept at the registered office or such other place as the directors think fit.
On completion of registration you receive a full set of necessary documents including:
- Certificate of Incorporation
- Memorandum and Articles of Association
- Share Certificate(s)
- Corporate Seal
To initiate the procedure of incorporation we need your passport copy sent by fax or mail and the minimum amount to be paid in USD to our account with International Business Bank Corporation Ltd. as follows -
Intermediary Bank: The Pacific Bank, San Francisco ABA 1210-40114 Beneficiary Bank: For further credit to International Business Bank Beneficiary: International Business Trust Ltd. Beneficiary acc: 08001
To simplify the operation of opening an account with the bank for your company we can help you open an account with International Business Bank Corp. Ltd. right away.
International Western Samoan Companies can be ordered on-line (coming soon) or from any of our offices. Please contact us by electronic mail: ibt@talofa.net.
APPLICATIONS FOR REGISTRATION AND LICENSING OF OFFSHORE BANKS UNDER THE WESTERN SAMOA OFF-SHORE BANKING ACT 1987
Western Samoa has modern legislation governing offshore banking where the establishment of such a structure offers several significant benefits such as flexibility, strict privacy, and a tax exempt environment. If an International Company wishes to engage in banking business it must first be licensed under the Offshore Banking Act 1987.
Categories Of Banking Licences Available:-
"A" Class
This is unrestricted offshore banking licence which normally only be granted to subsidiaries of established banks or financial institutions, or to experienced bankers with appropriate financial backing. The paid up capital requirements is a minimum of US$10,000,000.
"B1" Class
This category of licence entitles the holder to accept deposits from the public and essentially designed for deposit taking consumer finance, or merchant banking activities. Cheque book facilities may be offered. A "B1" licence may be issued with a minimum deposit level at the discretion of the Registrar. A 'B1" bank cannot accept its own shares as security nor can it make unsecured advances to its directors exceeding 1% of its paid up capital. The paid up capital requirement is a minimum of US$2,000,000.
"B2" Class
This category is "captive" or "in-house" banking licence, normally used as the corporate treasure for a group of companies. The licensee is not allowed to accept deposits from the public or to offer check book facilities, The paid up capital requirement is a minimum of US$250,000.
Government Fees For Banking Licence
Application Initial Issue US# Annual Renewal US$ "A" Class 15,000 15,000* "B1" Class -One currency 4,500 4,500 -Two to five currencies 6,000 6,000 -More than five currencies 7,500 7,500 "B2" Class 3,000 3,000 Company registration fee 300 300**
* Note: Although the "A" class licence operates for 5 years there is an annual fee of $15,000 payable.
** Note: In addition to the bank licence fees, there is a US$300 fee for the incorporation of the international company and a US$300 annual fee for the renewal of the company's registration. Long Term Companies are available in Western Samoa and these provide for a reduced annual fee if paid for in advance. Details are available if required.
Applications take time to process (1-3 months) from receipt of all requisite documentation in Western Samoa for processing of the application.
The documents required:
- At least three professional references on all beneficial owners and directors of the bank. These must include at least one banker's reference from a major commercial bank as to the financial standing and good repute of the person, and other references from professional persons - for example, lawyers, public accountants, and similar. Referees must state they have known the applicant for at least 3 years in a professional capacity and confirm his good repute.
- A certified copy of the passport of all beneficial owners and directors of the bank.
- A police clearance for all beneficial owners and directors of the bank.
- A bank statement from a major commercial bank showing the funds to be used as paid up capital for the bank. Evidence that this has been done is then required within 21 days of the issue of the licence.
APPLICATIONS FOR REGISTRATION AND LICENSING OF INTERNATIONAL INSURANCE COMPANIES INCLUDING CAPTIVES AND RE-INSURANCE COMPANIES UNDER THE WESTERN SAMOA INTERNATIONAL INSURANCE ACT 1988
The International Insurance Act 1987 provides for a supervised environment for establishment and operation of International Insurance activities and reinsurance companies. Only International Companies or Foreign companies registered under the International Companies Act 1987 may be authorized to carry on offshore insurance business.
There are four categories of clearly defined insurance business each of which has minimum capitalization requirements as follows:
General insurance USD 500,000.00 Long term USD 500,000.00 Re-insurance USD 200,000.00 Captive insurance USD 100,000.00
Registered insurers carrying on general or long terms are required to maintain a variable solvency margin depending on the category of insurance business undertaken. A captive insurer or re-insurer is not required to maintain a solvency margin other than an amount equal to its designated minimum paid up capital.
Registered insurers must file audited annual accounts with the Registrar and are subject to the Registrar's supervision; they must also appoint an insurance manager unless it has permission to employ its own resident management with adequate knowledge and experience of the insurance business being carried out.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
