Finerise assists clients in registering International Business Companies (IBCs) in Samoa. Samoa's offshore regime is governed by the International Companies Act 1988 (ICA 1988), allowing tax-exempt international companies with limited liability and strong confidentiality. The information below is based on the ICA 1988 (as amended) and applicable Samoa regulations.

≡ Advantages of Samoa IBC Formation

• - Tax exemption on offshore income – Samoa IBCs are fully exempt from corporate income tax, capital gains tax, withholding tax, and stamp duty on income derived from outside Samoa.
• - No minimum paid-up capital – No statutory minimum capital requirement. Standard authorised share capital is US$ 1,000,000, but no amount needs to be paid up at incorporation.
• - 100% foreign ownership – No local shareholder or director required. Shareholders and directors may be individuals or corporate entities of any nationality.
• - Confidentiality protections – Details of directors, shareholders, and beneficial owners are not part of the public record and are maintained only by the registered agent.
• - No annual return filing – Samoa IBCs are not required to file annual returns or audited financial statements with the government.
• - Bearer shares permitted – Under the ICA 1988, bearer shares are permitted. Bearer shares may be exchanged for bearer share certificates.
• - Flexible meetings – Directors and shareholders meetings may be held anywhere in the world by telephone, electronic means, or proxy. No AGM required.

≡ Permitted Activities and Restrictions

• - IBCs may conduct business entirely outside Samoa, including international trade, investment holding, asset protection, IP ownership, and e-commerce.
• - IBCs are prohibited from trading with Samoan residents, owning real estate in Samoa, or carrying on business within Samoa.
• - IBCs may not undertake banking, insurance, reinsurance, fund management, trust management, or collective investment schemes without a license.

≡ Core Requirements for Samoa IBC Registration

• Company name – English name required, ending with a corporate suffix (e.g., "Limited", "Ltd", "Corporation", "Inc", "S.A.", "GmbH"). Chinese names permitted. Restricted words ("Bank", "Insurance", "Trust") require approval. Name can be reserved for up to three months.
• Registered office and resident agent – Every Samoa IBC must maintain a registered office and appoint a resident agent in Samoa (a licensed trustee company). Finerise provides these services.
• Shareholders – Minimum one shareholder (individual or corporate). No nationality restrictions. Bearer shares are permitted. Shareholder details not publicly disclosed.
• Directors – Minimum one director (individual or corporate). Corporate directors permitted. No residency restrictions. Director names not part of public file.
• Company secretary / resident agent – An IBC must have either a resident secretary or a resident agent, who must be a registered trustee company.
• Share capital – No minimum. Standard authorised capital US$ 1,000,000. Shares may be with or without par value, denominated in any currency except Samoa Tala.
• Memorandum and Articles of Association – Prepared and submitted to the Registrar. Finerise prepares these documents.

≡ Registration Process

1. Step 1 – Name check and reservation – Finerise conducts a name availability check. Name can be reserved for up to three months.
2. Step 2 – Document preparation – We prepare the Memorandum and Articles of Association and application forms.
3. Step 3 – Submission of KYC documents – Provide certified passport copies and proof of residential address for directors, shareholders, and beneficial owners.
4. Step 4 – Filing with the Registrar – Application submitted through our licensed resident agent. Standard processing: 24-48 hours.
5. Step 5 – Receipt of Certificate of Incorporation – Upon approval, the Registrar issues the Certificate of Incorporation.
6. Step 6 – Delivery of company kit – Complete kit includes: Certificate of Incorporation, M&A, registers, share certificates, and company seal.

≡ Annual Compliance and Obligations

• Annual licence fee – Samoa IBCs are required to pay an annual government licence fee (due by the anniversary of incorporation). Finerise assists with timely payment.
• Registered office and resident agent renewal – Must be maintained annually.
• Accounting records – IBCs must maintain accounting records for seven years, but no requirement to file financial statements with the government.
• Beneficial ownership (UBO) register – Maintained by the registered agent; not open to public inspection but accessible to authorities on lawful request.
• Economic substance reporting (if applicable) – IBCs carrying out "relevant activities" and deriving passive foreign-sourced income are subject to annual ES reporting. Finerise can assist.

≡ Tax and Economic Substance Framework

• Territorial tax system – IBCs are exempt from all local taxes on income derived from outside Samoa. Dividends, capital gains, interest, and royalties from non-Samoa sources are not taxable.
• Economic Substance Act – Samoa has enacted economic substance legislation in line with OECD standards. IBCs that are members of a multinational group and derive passive foreign-sourced income must comply with annual ES reporting. Pure holding companies have reduced requirements.
• 2026 legislative update – The Miscellaneous (Removal of Tax Exemption for International Companies) Amendment Act 2026 plans to phase out full tax exemption for IBCs effective 1 January 2028, transitioning to a territorial tax system. Finerise will keep clients informed.

≡ Frequently Asked Questions

Can a foreigner register an IBC in Samoa without a local director or shareholder?

Yes. 100% foreign ownership is permitted. No local director or shareholder required. The company must maintain a registered office and a resident agent in Samoa (Finerise provides these).

What is the minimum share capital required for a Samoa IBC?

No statutory minimum paid-up capital requirement. Standard authorised share capital is US$ 1,000,000, but no amount needs to be paid up at incorporation.

Are bearer shares permitted in Samoa IBCs?

Yes. Under the International Companies Act 1988, bearer shares are permitted. Bearer shares may be issued and exchanged for bearer share certificates. However, bearer shares are subject to increased due diligence requirements under international anti?money laundering standards. Finerise recommends obtaining professional advice before issuing bearer shares.

Does a Samoa IBC need to file annual returns or audited accounts?

No. Samoa IBCs are not required to file annual returns or audited financial statements with the government. Accounting records must be kept privately for seven years.

How long does the registration process take?

Standard processing through the Registrar takes approximately 24-48 hours after submission. Total timeline from name selection to Certificate of Incorporation is generally 24-48 hours.

Does Samoa have economic substance requirements for IBCs?

Yes. Samoa has implemented economic substance legislation. IBCs that are members of a multinational group and derive passive foreign-sourced income are subject to annual ES reporting. Pure holding companies have reduced requirements (filing only). Finerise can assist.

Why Choose Finerise for Samoa IBC Formation?

• + Licensed resident agent partner – Finerise works with a licensed Samoa trustee company for registered office and resident agent services.
• + One-stop service – From name check, document preparation, filing to annual renewal and economic substance reporting.
• + Confidentiality assured – All client information handled with strict confidentiality; director/shareholder details not disclosed on public records.
• + Transparent engagement – All service arrangements confirmed in writing; no hidden charges.
• + 20+ years of experience – Extensive experience with offshore company formation in Samoa and other leading jurisdictions.

Finerise Consultants can help you

Founded in 2005, Finerise Consultants has been committed to company registration management, offshore company registration, overseas investment services, foreign investment services, financial and tax agency consulting, intellectual property agency and other fields. We provide professional, fast, attentive, secure, and cost-effective services. Welcome to consult!

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