Company Incorporation in Samoa

The International Companies Act 1988 recognises three types: the international company, the limited life international company, and the foreign company. An international company can itself be limited by shares, limited by guarantee, or limited by both — a hybrid — and it can move between those three statuses later by special resolution. A limited life international company is modelled on Wyoming LLC law and runs on an operating agreement. A foreign company is one incorporated elsewhere that registers in Samoa under Part 10 of the Act. Separately, an existing company from another jurisdiction can re-domicile into Samoa outright.

No. There is no need for local directors or members to form your offshore company in Samoa. A company must have at least one director, but that can be you, irrespective of your country of citizenship, origin, or residence, and it can equally be a company rather than an individual. Your trustee company will make an officer available as a resident director if you want one, but it is never obligatory. Optionally, you can use Vepapu’s nominee director and nominee shareholder services to keep your identity out of the company formation documents.

A minimum of one director and one member is required, and the same person can hold both roles. It can be a person or a company originating from any part of the world.

Yes. An international company is prohibited from investing in a domestic Samoan company; from acquiring assets from, carrying on business with, or settling property on a domestic company or anyone ordinarily resident in Samoa; from making any disposition or settlement of property outside Samoa in Samoan currency; and from sending outside Samoa any money or securities belonging to or controlled by a Samoan resident or domestic company. It is expressly allowed to hold deposits with a bank operating in or from within Samoa, and to hold shares in other companies incorporated under the International Companies Act.

There is none. Shares may carry a par value, no par value, or a combination of both, may be fractional, and may be expressed in the currency of any country except Samoa, in a single currency or several. The annual government renewal fee is flat, so a larger authorised capital does not increase what you pay each year.

No. Samoa keeps no public register of an international company’s directors, members, or beneficial owners — in fact, a company is not even required to keep a register of its directors and secretaries unless it chooses to. Your ownership records sit with your SIFA-licensed trustee company, which is bound by the confidentiality provisions of the International Companies Act. That confidentiality protects you from public disclosure; it is not absolute against regulators. Records can still be reached by the Registrar, by Samoan courts, and through Samoa’s tax information exchange and anti-money-laundering obligations. If you want a further layer, you can opt for a nominee director and nominee shareholder from Vepapu, so your details are never shown to the registrar while you remain the ultimate beneficiary of your company.

Today, an international company is exempt from Samoan income tax and from any other direct or indirect tax, impost, or stamp duty on its transactions, contracts, securities, profits, and gains — except on income derived from carrying on business inside Samoa. Dividends, earnings, and interest paid on its shares or securities are likewise exempt where the beneficial owner is another international company or a non-resident of Samoa. This is changing. The Miscellaneous (Removal of Tax Exemption for International Companies) Amendment Act 2026 (Act 2026 No. 1, passed 21 January 2026) commences on 1 January 2028, and it states expressly that any exemption it removes continues to apply until that date. What it removes from section 249(2) of the International Companies Act is the exemption from income tax and from any other direct tax; the wording covering indirect tax, imposts and stamp duty is left in place. So an international company keeps its full exemption through 31 December 2027 and comes into charge to Samoan income tax from 1 January 2028. The reform is what got Samoa removed from the EU list of non-cooperative tax jurisdictions on 17 February 2026, after nine years on it. If you are building a structure meant to run past 2027, talk to us and to Samoan counsel about how the charge lands on your specific income.

Accounts are not filed with the Registrar, but they must be kept. An international company must maintain accounting records and underlying documents — invoices, contracts, and so on — that correctly explain all transactions and let its financial position be determined at any time, and it must retain them for 7 years. Where the records are kept somewhere other than the registered office, the record keeper’s name and address must be held at the registered office and a statement of the company’s financial position must be filed there each year. On audit: a company that does not hold a banking or insurance licence can dispense with an auditor if its articles allow it or if the members agree in writing, which is what most international companies do. Vepapu offers accounting and bookkeeping plans to simplify and enhance your Samoan offshore journey.

There is no annual return to the Registrar — that provision of the International Companies Act was repealed back in 1991, and the Act expressly says an international company is not required to file accounts, returns, reports, or records beyond what the Act itself demands. What you do have is an annual renewal fee of US$300 payable to the Registrar on 30 November of each year following the year you incorporated, plus the internal annual statement of financial position at your registered office if your books are kept elsewhere. We make sure you do not miss these steps and notify you at least two months in advance so you can act from the Vepapu dashboard.

Keep your licensed trustee company, registered office, and resident secretary or resident agent in place, maintain at least one director and one member, pay the US$300 annual renewal fee to the Registrar by 30 November each year, and keep accounting records for 7 years.

By default, yes — but it is easily dispensed with, and almost always is. Section 92 of the International Companies Act says a company shall hold an AGM each year: the first within 18 months of incorporation, and afterwards within 6 months of each financial year end or 15 months of the last meeting, whichever is later. However, the same section lets the members dispense with a particular AGM, or with AGMs altogether, by unanimous written agreement — in which case a written resolution stands in its place. Any member can later require meetings to resume on 3 months’ notice. Meetings do not have to be held in Samoa, and directors’ resolutions can be signed in writing instead of meeting.

The recurring government cost is the US$300 annual renewal fee, which is flat and does not scale with your share capital. On top of that sits the fee for your licensed trustee company, which provides the registered office and resident agent. Registering for a longer term is also possible — 5, 10, or 20 years at a fixed rate.