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Samoa Company Incorporation Procedures and Fees

Samoa Company Incorporation Procedures and Fees

The Samoa company stated in this article, unless otherwise advised, refers to an international company ("IC") incorporated under the International Business Companies Act 1988 as amended (the "IC Act") of Samoa. This type of company is also commonly known as offshore company, international business company or tax free company.

Our fees for the formation and registration of the said type of company in Samoa are USD1,150. The fees quoted include our professional registration service, provision of a registered agent and registered office service for one year and the payment of official filing fees to the Samoa Government. In short, our fees cover all formalities to bring a Samoa company into existence. However, fee for special permit or licence is excluded. Kaizen can provide services for applying special permit/ licence and our fees will be quoted separately.

For the purpose of registration of a company in Samoa, client needs to provide the proposed name of the company, the amount of capital, identity proof and English address proof, such as utility bill, of each person who will be the shareholder and director.

The registration can be completed in 2 working days. However, 3 to 4 more working days should be allowed for the making of articles of association and company chop.

Upon request, Kaizen can assist you to set up a corporate bank account with Hong Kong, Singapore or other jurisdictions for a fee of USD800. This fee covers the preparation of CPA certified corporate documents for the purpose of bank account opening. However, our service is limited to providing assistance and we cannot guarantee that bank account can be opened successfully.

Please note that the fees quoted here are for reference only and are subject to change from time to time.

  1. Samoa Company Registration Services and Fees

    Our fees for registration of a Samoa Company (for company with share capital of USD1,000,000 and standard articles of association) is USD1,150. In particular, our fees include the following services:

    In particular, our fee covers the following services:
    (1)
    Answering clientís question in respect of the registration and maintenance of a Samoa company;
    (2)
    Performing of Client Due Diligence, including verification of the shareholders' and directors' identification document and residential address proof;
    (3)
    Name availability search and reservation;
    (4)
    Preparation of incorporation documents and filing of the documents with the Registrar for incorporation;
    (5)
    Filing of initial register of directors
    (6)
    Provision of registered office service (first year)
    (7)
    Provision of registered agent service (first year)
    (8)
    One company kit, including common seal and chop

    Note:
    (1)
    Our fee stated above covers up to 2 shareholders and 2 directors.
    (2)
    Readymade company is available in Samoa. Fee for purchase of readymade company is same as above.
    (3)
    Chinese name is available for an extra fee of USD260.
    (4)
    The fees quoted in this quotation excludes delivery charge. The amount of courier charge will be advised upon confirmation of delivery address.

  2. Optional Services

    No.


    Services


    Fee (USD)


    1


    Chinese company name


    260


    2


    Hong Kong mailing address (Note 1)


    480


    3


    Certificate of Incumbency (Note 2)


    300


    4


    Certificate of Good Standing (Note 3)


    300


    5


    CPA Certification (per document) (Note 4)


    50


    6


    Bank account introductory services (Note 5)


    800


    7


    Notarisation or legalisation of corporate documents (Note 6)


    TBA



    Note:
    (1)
    Unless otherwise instructed, mails will be forwarded once a month. Delivery charges will be billed separately.
    (2)
    Application for one Certificate of Incumbency (also known as Registered Agentís Certificate) for clientís BVI company immediately after the company is registered. The Certificate of Incumbency details the particulars of the share capital, directors and shareholders of a BVI company and may be needed for bank account opening.
    (3)
    A Certificate of Good Standing is a document that is issued by a state agency where certain types of business entities must be registered. In some countries, it is called a certificate of status or certificate of existence. It verifies that a business entity is legally registered with the state and is authorized to do business there.  In essence, a certificate of good standing proves that a company is properly registered with a particular jurisdiction, is up to date on all state registration fees and required document filings, and is legally permitted to engage in business activities in the jurisdiction that it is registered.
    (4)
    At the time of applying for bank account, the banks may request that the corporate documents be certified by a public accounting firm. Kaizen is a licenced public accounting firm in Hong Kong and also has affiliated firms in Singapore and Taiwan and can issue the CPA certification.
    (5)
    Kaizen will help client open a corporate bank account for the new BVI company with a leading international bank in Hong Kong or Singapore or some other jurisdictions. Please note the bank requires a simple majority of the directors (in some cases, all directors and shareholders) to visit their branch personally for the purpose of due diligence requirements. Our services are limited to providing assistance, including preparation of certified incorporation documents as required by the bank, pre-screen of account application documents, liaison with bank officer and arrangement appointment with the bank for you, and forwarding Internet banking password and security device to client. Bank has the sole discretion to approve the application for opening an account. Kaizen should not be liable for the account opening result nor refund service fee.
    (6)
    Kaizen can arrange to have the registration documents of your BVI company notarised by Notary Public and legalisation by the consulate general and designated attesting officers in the British Virgin Islands. Our fees for these services will be quoted upon request.

  3. Time of Billing and Payment Methods

    Upon receipt of your confirmation of engagement, we will issue and send an invoice together with the wiring instructions to you for your settlement. When you arrange the payment, please put our invoice number of account number in the message section and then send email a copy of the remittance receipt to us for our records. Because of the nature of service, we require full payment in advance. And once the service is commenced, no refund of service fee will be made.

    We accept cash, HKD check, TT and credit card through Paypal. An extra handling fee of 5% will be charged if paid by Paypal.

  4. Materials Required for Incorporation

    For the purpose of company registration in Samoa, we will need client to prepare and provide the following materials:
    (1)
    Copy of passport (in the case there is no passport, national identity card) and residential addresses proof (such as utility bill or telephone bill or bank statement) in respect of each member and director; if any member or director is a corporation, a copy of the registration documents of and the identification and address proof of any member holding 10% or more of interest in that corporation.
    (2)
    If the shareholder is not the ultimate beneficiary owner of Samoa company, the identification documents of the beneficiary owner.
    (3)
    If any member is a corporation, a group chart illustrating the relation between the BVI company and its ultimate beneficiary owner(s).
    (4)
    A duly completed and signed Offshore Company Incorporation Order Form (Provide by Kaizen).
    (5)
    Any other materials as may be required by the bank.

    The identification document must be certified by Kaizen, or by a practicing CPA, lawyer or attesting officer. Our staff will perform certification by video call or clients can visit any of our offices with the original copy of the identification documents of the shareholder and director and our staff will perform certification.

    If the certification is not performed by Kaizen, please state the full name, detail address, capacity, telephone no. or email address of the certifier on the document.

    If any of the identification and address proof document are not in in English, and certified translation should be provided.

  5. Samoa Company Registration Procedures and Time Frame

    The registration normally takes 2 working days in a smooth case. The following table shows the time required for each of the steps:

    Step


    Description


    Days


    1


    Client places an order for incorporation of Samoa company with Kaizen; Kaizen issues invoice to client.


    Clientís schedule


    2


    Client provides the materials in Section 5 to Kaizen by email or post, and at the same time settles Kaizenís invoice.


    Clientís schedule


    3


    Client arranges to have the identification documents of the shareholder(s) and director(s) certified by Kaizen or other attesting officers


    Clientís schedule


    4


    Kaizen performs name availability search and reservation


    1


    5


    Kaizen or its associate in Samoa files the incorporation documents with the Registrar of Companies


    1


    6


    The Registrar of Companies issues the Certificate of Incorporation


    2


    7


    Kaizen prepares other corporate documents and sends them to client for signing


    1


    8


    Client returns the duly signed documents back to Kaizen by email or post


    1


    9


    Whole process completed; company kit being delivered to Client


    Courierís schedule



  6. Registration Documents Returned to Client after Registration

    After the company is officially registered, Kaizen will return the following documents and materials for retention:
    (1)
    Original copy of Certificate of Incorporation;
    (2)
    3 printed copy of Memorandum and Articles of Association;
    (3)
    Appointment of First Director, First Board Written Resolution, Registers of Directors, Members and others;
    (4)
    Issued Share Certificates(s);
    (5)
    One signature chop and one Common Seal;

  7. Annual Maintenance

    Currently, starting from the year following the registration, a Samoa company is required to pay an annual renewal fee of USD950 (applicable to company with registered capital of no more than USD1,000,000) to maintain in good standing. In particular, the annual maintenance fee covers the annual license fee, annual registered agent fee and annual registered office fee, but does not cover economic substance reporting.
               
    The annual renewal fee needs to be paid not later than 30 November every year following the year of incorporation. We will send a renewal notice to all our clients 2 months before the due date for payment. If you do not receive our renewal notice by 31 October, please inform us accordingly.

    We will send the renewal notice to the email address designated by you. If you changed your email address, please share us with your new email address within one month of change.

See also:
Features of Samoa International Companies
Samoa International Companies Amendment Act 2014
Guide to Management of Samoa International Companies
Samoa International Companies Due Diligence - Beneficial Owners
Samoa Offshore Industry


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