Location:
Western Samoa is located in the center of the Southern Pacific Ocean, east
of the International Date Line. Western Samoa consists of two large volcanic
islands and seven smaller isles. The area is about 2,700 square miles.
The capital, Apia, is situated on the island of Upola.
Language: The
population speaks a relatively ancient Polynesian dialect, but English is
also widely spoken.
Population:
The population, of which 90% are native Polynesians, is approximately 162,000.
The literacy rate is 98%.
Political System:
In 1899, the islands were divided between Germany and the U.S.A., and during
World War I, they were occupied by New Zealand. In 1962, Western
Samoa became the first independent Polynesian state, and in 1970, it became
a member of the Commonwealth of Nations.
Western Samoa has a parliamentary
government with a democratic voting system. Elections are held every
three years.
Legal System:
The First Superior Court executes and governs the laws of the jurisdiction
of Western Samoa.
The Court of Appeal handles
appeals in either civil or criminal jurisdictions.
Taxation: Western
Samoa does not have any double-taxation agreements.
Incorporation:
Companies can be incorporated under the offshore banking jurisdiction as
international companies. If a company has already been incorporated in
another jurisdiction, it can be registered as a foreign company. Ready-made
companies are available for immediate use.
Anonymity is secured by the
secrecy provision of the International Companies Act. The records of the
Registrar of International and Foreign Companies are not available to the
public.
Requirements for incorporation
or registration are:
A registered office should be
at the office of a trustee company.
The company may not perform
as a trustee company.
Residents of Western Samoa may
not be shareholders in an international company. However, a resident trustee
company registered under the Trustee Companies Act 1987 is permitted to
own shares in such a company.
The company may not exert local
business in Western Samoa.
In order to act as a bank or
insurance company, the company must be licensed under the Offshore Banking
Act 1987 or International Insurance Act 1988.
At least one director, who may
be a non-resident person or corporation, must be designated.
One resident secretary, who may
be an officer or subsidiary of a registered trustee company, is required.
Other non-resident secretaries can be nominated.
Directors and shareholders meetings
are not required to take place in Western Samoa.
The Annual General Meeting may
be replaced by a written resolution signed by all members.
Formal meetings can be replaced
by resolutions signed by all directors.
A company is only required to
a assign an auditor if its business is in insurance, banking or fund raising
from the public.
An annual return needs to be
filed no later than 28 days before the anniversary of the company's incorporation
date.
There is no obligation to file
annual accounts or financial statements; however, the company needs to keep
accurate accounting books.
The company must be limited
by shares of either par or no par value. Share warrants can be issued to
bearer if permitted by the company's Articles of Association. Fully paid
registered shares can be transformed to share warrants issued to bearer.
There is no minimum share capital,
and the capital can be expressed in any major currency.
The company can employ its accessible
reserves to buy its own shares into treasury. Presumed that the company
is solvent, redeemable shares can be redeemed from issued capital.
Following debentures can be
issued: Registered, secured, perpetual and bearer.
Special Features:
Companies Without Share Capital.
A trustee company may incorporate an international company. The trustee
company must be the only subscriber to the Memorandum. On incorporation,
the international company must issue a bearer debenture to ensure the expenses
of incorporation; if not, the client has different requirements. The single
subscriber share, owned by the trustee company, is yielded to the international
company with the shareholder rights pertained to the holder of the secured
bearer debenture. The international company may carry on business without
any issued share capital, until the secured bearer debenture is redeemed.
Transfer of Corporate Domicile.
If a company is incorporated in a jurisdiction outside Western Samoa, it
is possible to transfer its registration and, conversely, transfer from
Western Samoa to other jurisdictions.
Summary: Following
are some of the advantages of selecting Western Samoa as an offshore center:
Exemption from exchange controls
Excellent international telecommunications
system
Well-developed commercial and
economic infrastructure and an established international banking system
Exemption from Western Samoan
taxation
Social, economic and political
stability
Ready-made companies are available
Transfer of corporate domicile
Non-disclosure of beneficial
ownership
Bearer shares and debentures
may be issued
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