Key Takeaways
- The Samoa IC rests on a defined governing law that shapes its legal characteristics and how non-residents can use it.
- Ownership and management rules cover shareholders, share capital, directors, and officers, giving owners a clear structural framework.
- Taxation depends on permanent establishment treatment, so understanding where activity occurs matters for the IC's obligations.
- Ongoing compliance and reporting duties continue after formation, balancing the structure's advantages against its limitations.
Understanding the International Company (IC) in Samoa
The International Company, or IC, is the offshore vehicle most foreign owners use when they incorporate in Samoa. It is a separate legal entity with limited liability, designed for business conducted outside the country, and it requires complete foreign ownership. The structure is regulated by the Samoa International Finance Authority (SIFA), which administers the offshore register and the licensing of the trustee companies that act for non-resident clients.
This guide explains what the IC is, how it is governed, who owns and manages it, how it is taxed, and the compliance you take on once it exists. It is written for non-resident entrepreneurs, investors, and their advisers weighing an offshore holding, asset-protection, or international trading vehicle, particularly those who keep no operational footprint in the jurisdiction.
Legal Basis and Governing Law of the Samoa IC
The IC is created under the International Companies Act, the primary statute for offshore companies in the country and the framework that has applied since the offshore sector opened in the late 1980s. You may see the short title cited as either the 1987 or 1988 Act in different sources; both references describe the same instrument, and amendments over the years have refined it.
SIFA administers the register through the Registrar of International and Foreign Companies. The authority was first set up as a unit of the Central Bank and was formally established as a dedicated body in May 2005.
The country's law is rooted in common law, which gives investors from many backgrounds a familiar framework for company formation and dispute resolution.
One change matters more than any other for your planning. Under the Miscellaneous (Removal of Tax Exemption for International Companies) Amendment Act No. 1 of 2026, the full tax exemption that has defined the IC ends on 1 January 2028.
The IC's full exemption from income tax applies until 1 January 2028. The post-2027 treatment is not yet confirmed; confirm the position with SIFA or local counsel before building a long-term structure on the exemption.
For reputational purposes, the jurisdiction sits outside the main blacklists. It was removed from the EU list of non-cooperative tax jurisdictions on 17 February 2026, and it appears on no current OECD or FATF blacklist.
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Defining Features and Legal Characteristics of an IC
An IC has its own legal personality, distinct from the people who own it, and it holds all the powers of a natural person to contract, hold assets, and sue or be sued. Shareholder liability is capped at any amount unpaid on their shares, so members are not exposed beyond their contribution.
Confidentiality is written into the statute. Disclosing information about a company's shareholders, officers, or directors is a criminal offence, and those details do not appear on a public register.
A distinctive asset-protection tool sits in the legislation: on a "specified event" defined in the company's own articles, a shareholder's shares can vest in another person. This share-vesting mechanism is uncommon among competing offshore centres and is one reason the structure is used for protective holding arrangements.
Corporate documents may be kept in any language. An IC can also re-domicile into or out of the jurisdiction under continuance provisions, which lets you move an existing company while keeping its corporate history intact.
Naming follows set rules. Permitted suffixes and prohibited words are listed below, and a chosen name can be reserved for three months while you prepare the filing.
| Item | Detail |
|---|---|
| Permitted suffixes | Corporation/Corp, Incorporated/Inc, Limited/Ltd, Berhad/Bhd, GmbH, PLC, S.A., N.V., B.V., A.G. |
| Restricted words | Assurance, Bank, Building Society, Chamber of Commerce, Chartered, Co-operative, Imperial, Insurance, Municipal, Royal |
| Name reservation | Up to three months |
Shareholders, Share Capital, and Ownership Structure
A single shareholder is enough to form and own the entire company, and there is no upper limit on the number of members. Shareholders may be individuals or corporate bodies from any country.
Ownership must be entirely foreign; no resident of the jurisdiction may hold shares. Nominee shareholders and directors are permitted, and shareholder identities are kept off the public record.
The usual authorised capital is set at USD 1,000,000, which may be expressed in any currency, but you are free to choose a different figure and amend it later. There is no requirement to pay up capital, and a company can be formed with a single issued share, with or without par value.
Several share classes are available, including registered shares, preference shares, redeemable shares, non-voting shares, and discounted shares. Shares must be issued in registered form.
Older material refers to bearer shares for Samoa ICs. Following SIFA's 2024 tightening of disclosure rules, treat bearer shares as carrying material compliance risk and confirm their current status with SIFA before relying on them.
An IC may not invest in domestic companies, trade with residents, or settle property with them. It can, however, hold shares in other international companies, which makes it workable as a holding entity within an offshore group.
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Directors, Officers, and Management Requirements
One director is the minimum, with no residency or nationality restrictions, and a director may be a natural person or a corporate body. Meetings of directors and shareholders can be held anywhere, and the annual general meeting can be waived entirely if all members agree in writing.
Every IC must appoint a company secretary, who may also be an individual or a corporate body and need not be resident. The company must have either a resident secretary or a resident agent, and that role falls to a registered trustee company licensed by SIFA.
That trustee company is central to the structure. It provides the registered office, since the office must sit at the trustee's premises, and it manages your compliance and statutory communications.
Director and shareholder details are not entered on the public register, and an IC is not required to file its register of directors with the Registrar. Internal records must still be kept, as set out below.
Common Uses and Who Chooses a Samoa IC
The IC is built for activity carried on outside the jurisdiction. Foreign owners use it for asset protection, intellectual property ownership, international trading, and holding shares in other companies.
It suits a non-resident who wants a low-compliance holding or trading vehicle, full foreign ownership, and no local operations. The Section 228B share-vesting feature gives it a particular appeal for protective structures.
Banking is where reality bites. Opening an account for an IC is often difficult, with strict due diligence applied to non-residents, and accounts are typically sought in centres such as Singapore, the UAE, Mauritius, New Zealand, and Puerto Rico rather than in the jurisdiction itself.
The vehicle is a poor fit in several cases:
- It cannot trade with residents or own local real estate.
- It cannot conduct banking, insurance, reinsurance, fund management, collective investment scheme management, or trusteeship without the relevant licence.
- Owners in crypto, foreign exchange, or online gaming face heavier banking friction as correspondent banks de-risk these sectors.
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Taxation and Permanent Establishment Treatment
An IC is exempt from income and corporation tax on income sourced outside the country, provided it does not carry on business locally beyond what its international activity requires. There is no capital gains tax, no estate duty on the company, and no withholding tax on outbound dividends, interest, or royalties. VAT does not apply to offshore activity.
"International business" covers trading in goods or services with persons not resident in the jurisdiction and holding securities of companies incorporated elsewhere. As long as the company stays clear of the local market and residents, its income is treated as foreign-sourced.
There are no double tax treaties, so an IC cannot use treaty relief against withholding taxes imposed by a counterparty's jurisdiction. Because an IC is not a tax resident, it generally cannot claim treaty benefits at all.
Economic substance tests apply only to companies undertaking defined relevant activities such as banking, insurance, fund management, finance and leasing, headquarters, shipping, pure holding, distribution and service centres, or intellectual property. A plain trading, services, or investment IC outside those categories is not subject to substance requirements.
The jurisdiction participates in the Common Reporting Standard for automatic exchange of information and aligns with FATF and APG standards, so information about your company can be exchanged with other tax authorities.
The exemption is finite. From 1 January 2028, the full tax exemption ends, and the replacement treatment has not been confirmed in published sources, so verify it before relying on the current regime for the long term.
If you are resident in a country that taxes worldwide income, including US persons, you must report IC income to your own authorities regardless of the local exemption.
Ongoing Compliance and Reporting Obligations
The IC carries an annual licence fee of USD 300, payable before each incorporation anniversary. A company that re-domiciles into the jurisdiction pays a reduced annual licence fee of USD 100.
Filing obligations are light. There is no requirement to file annual returns with the Registrar unless the company is a licensed bank or insurer, and accounts do not have to be filed.
Records still have to exist. The directors must keep accounts and records sufficient to reflect the company's financial position, and where those records are held outside the registered office, the name and address of the record-keeper must be held at the office, with a statement of financial position filed there each year.
- Maintain a share register, director records, and corporate minutes.
- Keep a registered office and a licensed trustee company in place at all times.
- Hold beneficial ownership information with the trustee company.
- Meet AML and KYC standards through the registered agent.
SIFA tightened disclosure requirements in 2024. Failure to comply can lead to frozen bank accounts and revocation of the licence, so treating the trustee relationship as routine maintenance is a mistake.
Advantages and Limitations of the IC
The structure has clear strengths for a non-resident, balanced against real constraints that affect banking and longevity.
| Advantages | Limitations |
|---|---|
| Full exemption from income, capital gains, and withholding tax until 1 January 2028 | Exemption removed from 1 January 2028 under the 2026 Amendment Act |
| Statutory confidentiality, with disclosure a criminal offence | No double tax treaty network, so no treaty relief on counterparty withholding |
| No minimum capital, single-director and single-shareholder structures allowed | Cannot trade with residents or own local real estate |
| Re-domiciliation in and out under continuance provisions | Cannot conduct regulated finance activity without a licence |
| No foreign ownership restrictions, no local director, no exchange controls | Bank account opening can be difficult for non-residents |
| Section 228B asset-protection mechanism | Crypto, FX, and gaming sectors face stricter onboarding |
| EU delisting on 17 February 2026 improves the banking profile | Relatively low-profile jurisdiction may draw extra due diligence |
Formation Overview at a Glance
SIFA and the Registrar administer registration and ongoing compliance. The application to register an IC is filed with the Registrar of International and Foreign Companies through a licensed trustee company, which acts for you throughout, since a foreign owner cannot file directly.
The core filing is a cover letter on the trustee's letterhead, the Memorandum and Articles of Association, and a notice of registered office at the trustee's premises. The government incorporation fee is USD 300; confirm the current figure against SIFA's fee schedule, as fees can change.
Expect to provide standard KYC for each director, shareholder, and beneficial owner:
- A certified passport copy.
- Proof of address issued within the last three months, such as a utility bill, bank statement, or driver's licence.
- A CV or professional profile and the proposed company name and structure.
Incorporation can complete within roughly one to five business days once KYC clears, and a clean file can move faster. Name approval comes from the Registry first, with a reservation of up to three months. Shelf companies are available where speed matters.
The process runs remotely. Documents are signed electronically where permitted and couriered for wet-ink signatures where required, and the certificate, Memorandum and Articles, resolutions, share certificates, and any apostilled copies are delivered as a digital pack for your bank account application.
Conclusion
The Samoa IC remains a workable, low-compliance vehicle for full foreign ownership, statutory privacy, and asset protection, with formation handled remotely through a licensed trustee. The decisive factor for any new structure is the end of full tax exemption on 1 January 2028, alongside the practical difficulty of opening a bank account. Build around the trustee relationship, confirm current fees and the post-2027 tax position before committing, and treat banking as the part of the plan that needs the most attention.
How Expanship Can Help Your Business in Samoa
Expanship handles the full IC lifecycle for non-resident owners, from name approval and trustee appointment through to filing with SIFA, then continues with the ongoing compliance a foreign-owned entity needs to stay in good standing.
- Incorporating your International Company through a licensed trustee
- Providing the registered agent and registered office
- Handling tax registration and any required filings
- Managing annual licence renewals and statutory record-keeping
- Maintaining accounting records and a yearly financial position statement
- Introducing you to banks experienced with offshore structures
To discuss your structure and the post-2027 tax position, contact Expanship Samoa.
Frequently Asked Questions
Yes. An IC must be entirely foreign-owned, and no resident may hold shares. A single non-resident individual or corporate body can own the whole company, with no cap on the number of shareholders.
The IC is exempt from income tax, capital gains tax, and withholding tax on foreign-sourced income until 1 January 2028. From that date, the full exemption is removed under the Miscellaneous (Removal of Tax Exemption for International Companies) Amendment Act No. 1 of 2026, and the replacement treatment is not yet confirmed in published sources.
You do not need a local director, but you must appoint a registered trustee company licensed by SIFA, which provides the registered office and either a resident secretary or resident agent. Directors and the company secretary can be of any nationality and need not be resident.
No. Director and shareholder details are kept off the public register, and disclosing information about a company's shareholders, officers, or directors is a criminal offence under the governing legislation. Beneficial ownership information is held privately with the trustee company.
A clean application can complete within about one to five business days once KYC clearance is finished, and a straightforward file may move within a day. Delays usually come from due diligence rather than the registry itself, so preparing certified passport copies and recent proof of address in advance helps.
No. An IC cannot trade with residents, own local real estate, or settle property with residents, and it cannot conduct banking, insurance, fund management, or trusteeship without a separate licence. It can hold shares in other international companies, which supports its use as an offshore holding vehicle.
Legal Disclaimer
The information provided in this article is for general informational purposes only and does not constitute legal, tax, or professional advice. While we strive to ensure the accuracy and timeliness of the content, laws and regulations are subject to change, and the application of laws can vary widely based on specific facts and circumstances.
Readers should not act upon this information without seeking professional counsel tailored to their individual situation. Expanship and its authors disclaim any liability for actions taken or not taken based on the content of this article.
For specific advice regarding your business setup, compliance requirements, or any legal matters, please consult with qualified legal and tax professionals in the relevant jurisdiction.
