International Companies / Segregated Fund Companies / Trusts / Banks / Insurance / Mutual Funds / Partnership / Special Purpose Companies
P r o d u c t s & S e r v i c e s
Registered and licensed in Samoa since 1987, Intetrust Limited offers a full range of corporate, management and nominee services to the offshore client wishing to utilise Samoa’s premier International Finance Centre.
We specialise in company formation and maintenance, provision of nominee services both corporate and individual as well as trust registration and administration.
We also provide establishment and management services for International Insurance and Reinsurance Companies, International Banks, International Mutual Funds and Special Purpose International Companies.
Our services are tailored to and encompass all of the products and structures available under Samoa’s International Finance Centre as follows:
The international company (or international business company) continues to be the most popular and recognised product for investment and tax purposes. The Samoa International Companies Act was enacted in 1987 (and revised and amended to keep abreast with international trends and the changing needs of the offshore market) provides for the formation and administration of international companies with the following features:
- ease of incorporation by simply lodging the executed Memorandum & Articles of Association and the Notice of Registered Office together with the prescribed fee of USD300 (the government registration fee remains fixed at USD300);
- full exemption from taxation and stamp duty;
- no minimum or maximum capital requirements and shares may be expressed in any foreign currency and denomination, or may be of no par value;
- there need only be one shareholder and it is possible to have shareless or ‘creditor controlled’ companies;
- the minimum number of directors is one and the company’s director and secretary need not be resident;
- there is no requirement to file annual financial statements or to lodge an annual return and the shareholders may agree not to appoint an auditor;
- directors and shareholders meetings may be held anywhere in the world or be held by telephone, fax or other electronic means. Resolutions in writing signed by all directors or shareholders may be adopted in lieu of formal meetings and there is no requirement to hold Annual General Meetings.
- an annual renewal date making all companies renewable on 30 November in the year preceding incorporation thereby easing the burden of administration and making it possible to take advantage of a fiscal saving, as companies incorporated in January of any given year only become due for renewal of registration in November of the following year;
- company names may be registered in any foreign language or accepted characterisation provided it includes a word or words which connote the existence of a body corporate and a company’s memorandum and articles of association may also be expressed in any foreign language or accepted characterisation provided that in the event of any disparity, the English translation prevails. Very recent changes now make it possible for the issue of dual language ‘Certificate of Good standing’ (i.e. in English with translation in any foreign language or accepted characterisation). These multi language capabilities are in direct response to market demand to minimise cost and delay of translations required when a company is trading in non-English jurisdictions and has increased Samoa’s popularity in the Asian market;
- companies may be registered for a defined number of years with fees scaled accordingly (five years USD1,000; 10 years USD1,500; 20 years USD2,000), offering considerable administrative and financial advantage.
- Streamlined re-domiciliation procedures which allow a company incorporated elsewhere to transfer or re-domicile into Samoa so long as it is not prohibited under the laws of its home jurisdiction from applying for a continuation in Samoa. The government fee for re-domiciliation is USD100 and re-domiciled companies pay an annual renewal fee of USD100;
- Amendments to the Act saw the introduction of three new corporate vehicles, namely,
- The Limited Life International Company, based on the US style LLC and designed to comply with US Internal Revenue Service standards, as an effective vehicle for investment into the US.
- Companies Limited by Guarantee, where the liability of the company’s members is limited to the extent they respectively undertake to contribute to the assets of the company in the event of its being wound up.
- Companies Limited by both Shares and Guarantee (Hybrid Companies), where the company is limited by guarantee and has a share capital and has members whose liability is limited by guarantee and members whose liability is limited only to the extent of any amount unpaid on shares held by each of them.
Segregated Fund International Companies:
A segregated fund international company is a single legal entity, the assets of which may be segregated and protected within one or more segregated funds within the company.
The purpose of this type of company is to allow different groups of shareholders to carry on business through a single entity, but with the ability to isolate assets and risks attached to that business and attributable to those shareholders.
Each segregated fund does not constitute a separate legal entity. The assets within each segregated fund are only available to the creditors of that segregated fund in the event of a winding up of the segregated fund international company, and have absolute protection against creditors of other segregated funds.
Trusts may be registered under the Samoa International Trusts Act 1987 provided one of the trustees is a trustee company registered in Samoa or an international company or foreign company registered under the International Companies Act 1987 and the beneficiaries are at all times non-resident of Samoa.
Registration renders the trust subject to Samoa trust law which is derived from English common law and equity and the confidentiality provisions as well as exemption from tax, duty and exchange controls apply.
An international company or foreign company wishing to carry on international banking business from within Samoa must be licensed and regulated pursuant to Samoa’s International Banking Act 2005.
The legislation provides for 3 categories of banking licence capital dependent on stipulated paid up capital and unimpaired reserves and conditions and restrictions are stipulated for each “class” of bank license.
“A” class - having an aggregate of capital issued and paid up in cash and unimpaired reserves of at least US$10 million
“B1” class - having an aggregate of capital issued and paid up in cash and unimpaired
reserves of at least US$2 million
“B2” class - having an aggregate of capital issued and paid up in cash and unimpaired
reserves of at least US$250,000
All licensees are required to establish and maintain a physical presence in Samoa and audited accounts and returns submitted annually.
A licensee in regard to only its international banking operations is exempted from currency and exchange control regulations and stamp duties. It’s profits and dividends are also exempt from any form of local taxation.
International Insurance Companies:
International or foreign companies registered under the International Companies Act may apply to license to carry on international insurance business from Samoa including captive insurance and reinsurance.
Four categories of insurance business are available and minimum capital requirements as well as restrictions are set for each category.
- General Insurance - US$500,000
- Long term Insurance - US$500,000
- Reinsurance - US$200,000
- Captive Insurance - US$100,000
Registered insurers are required to maintain solvency margins and every registered insurer shall have management in Samoa or appoint a registered insurance manager who has adequate knowledge and experience of the insurance business carried on.
Audited accounts and returns must be submitted annually and all international insurance business is exempted from tax, stamp duty and exchange contracts.
Enacted in 2008 the Samoa International Mutual Funds Act allows for registration as an international mutual fund a company registered under the International Companies Act, a partnership registered under the International Partnership and Limited Partnership Act or a unit trust registered under the International Trusts Act provided it is an entity which collects and pools investor funds for the purpose of collective investment and issues shares that entitle the holder to receive on demand or within a specified period after demand an amount computed by reference to the value of a proportionate interest in the whole or in a part of the net assets of the company, the partnership or the unit trust.
There are 3 types of mutual funds which may be registered:-
- Public Funds
- Private Funds
- Professional Funds
Application procedures are for registration as a public fund or for recognition as a private or professional fund.
Registered public funds are required to submit audited financial statements annually and an original signed copy of its prospectus to the Registrar.
There are no audit or prospectus requirements for private or professional funds.
The Act provides for the licensing of managers and administrators of Mutual Funds.
International Partnership and Limited Partnership:
The International Partnership and Limited Partnership Act 1998 authorises the formation of tax exempt international partnerships and limited partnerships both of which must have the following features:
- all partners must be non-resident
- the partnership must not carry on business or engage in trade in Samoa,
- one of the partners or limited partners of a limited partnership must be either an international, foreign or trustee company registered in Samoa.
There is no requirement to file partnership agreements or disclose any information regarding individual partners.
Special Purpose International Companies:
Samoa’s latest innovation, the Special Purpose International Companies Act 2012 introduces an entirely new form of Hybrid Company which provides a solution to the difficulty of introducing the benefits of the civil law concept of the Foundation into common law environments such as Samoa. This legislation aims to provide a corporate form, capable of being recognised in both common and civil law jurisdictions (as is the long-established International Company, upon the law governing which key components of the new legislation are based), along with the benefits seen in Foundations of there being no ownership of the entity itself, through the removal of shareholders/members altogether; whilst retaining the concept of the ultimate benefit of the company’s activities being for other than the company itself (the shareholders of a normal company, or the beneficiaries of a trust or Foundation), so as to ensure that the directors are responsible to another authority.
This is achieved through the requirement that all such companies can only be established, and must always be administered, for the ultimate/eventual benefit of Charity, which also enables ultimate enforcement rights to vest the Attorney-General.
To ensure that there is a suitable level of control over such entities within Samoa, the legislation provides that all such entities can only be established and must always be administered through a trustee company licensed in Samoa, which trustee company must also always be possessed of the crucial document of these new companies; the Founder’s Right Certificate; a document which carries with it control rights similar to those of shareholders.
Samoa is the first jurisdiction to introduce this new type of hybrid company.
It is envisaged that these companies will be attractive to persons who wish to have money dedicated for the benefit of Charity administered in corporate form; to persons who wish to use a corporate form as a vehicle to take temporary positions in long-term corporate transactions, without having to grapple with the consequences (tax, audit, etc) arising from ownership; to persons who find the trust form too uncertain a means of holding and investing family wealth, especially shares in family companies; and to the ever-increasing numbers of people who wish to administer their family trusts away from the large (e.g. bank-owned) trustee companies and by what are known as ‘private trustee companies’ and without having to deal with the questions of who owns the private trustee company or have to deal with complicated, so-called ‘purpose trust’ structures.
Key points:
- These companies are formed in the same way as an International Company and thus are operated by a Board of Directors pursuant to a Memorandum of Association, Powers and Articles of Association.
- The Regulatory environment is provided by SIFA, through an Office akin to that of the Registrar of International Companies.
- These companies are required to keep accounts; and the accounts are required to be audited in Samoa by an auditor approved by SIFA.
- These companies are required to have either a Secretary or Resident Agent provided by a trustee company in Samoa; and its statutory records must be kept at the office of a trustee company in Samoa – for inspection in accordance with the legislation.
- All these companies must at all times have a Director who, or which, is provided by a trustee company in Samoa.
The structure of the legislation is based upon the International Companies Act, 1988, and follows its format.
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