Samoa’s offshore corporate legislation was originally introduced in the late 1980s and was based on Cook Islands legislation. However, it now includes numerous enhancements, making it more user-friendly to suit the requirements of the Asian market. Of particular note are the following:

• Chinese character names and other foreign languages are permitted. They can be included alongside the English names in the Certificates of Incorporation in a properly supervised manner;

• Documents may be filed in any language together with an English translation and a declaration of its true translation. They have developed a Chinese language M&A to make Samoan companies even more appealing to jurisdictions using the Chinese language;

• Companies may pay their license fees for 5, 10 or 20 years in advance and substantial discounts are offered to companies that elect to take up this offer; and
  

• In order to attract business from more expensive jurisdictions, Samoa introduced a new legislation that enables the easy migration of companies in a convenient and effective manner. The government fee for re-domiciling is USD100. Samoa has also reduced the annual license fees for these companies (no matter what the authorized capital is) and announced a special offer for re-domiciled companies at only USD100.

Provision has been made to allow the filing of documents and maintenance of accounts by electronic means.

Chinese character names are permitted and can be included in a company’s Certificate of Incorporation. All companies must have a minimum of one director, one shareholder and a secretary. Corporate directors are also permitted. Bearer share certificates are also allowed and shall be held by the trustee company whose office is the registered office of the company. All companies must have a Registered Office and a Resident Agent in Samoa which must be a licensed trust company.

There are requirements for Samoan companies to prepare Registers of Directors, Secretaries and Members and for these to be kept at the Registered Office. The register of members or a copy of the register shall be maintained at the Registered Office within 1 month of the date of incorporation. The shareholders may waive the requirements for audited accounts.

Any person who files an instrument or statement of charges with the Registrar must lodge a copy with the Company’s Registered Office within 7 days of it being filed or request that the Registrar gives notice of the lodgment of the instrument or statement to the Registered Office. Where the instrument or statement is not lodged with the Registrar, it shall be voided against a liquidator and any creditor of the company.

The local infrastructure in Samoa is presently very sound with continuous improvements. In addition, a number of leading accounting firms have set up offices in Samoa. There are also numerous legal practices. Recently, there are four retail banks in Samoa. Another important feature is the presence of a Chinese Embassy which is particularly helpful when legalization or documents is required for transactions and business in Mainland China.