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The International Companies Act 1987 is the principal corporate legislation. It provides for the incorporation of Samoa international companies, the redomiciliation to Samoa of existing companies, and for the incorporation of U.S. style limited life companies.
The legislation enables a high degree of flexibility and confidentiality.
The following are some of the features of Samoa international companies:
An international company is not required to have a share capital ("Creditor Controlled" companies).
Chinese character names may be registered.
Chinese character memorandum and articles of association may be filed.
There is no minimum share capital requirement or capital duty on share capital.
Fully paid registered shares may be issued as bearer shares transferable by delivery.
Fully paid registered shares or bearer shares may be exchanged for share warrants to bearer, also transferable by delivery.
Redemption of shares and reductions of capital can be effected simply and quickly and without the necessity of a court order.
A company may finance the purchase of its own shares.
A company may repurchase and cancel its own shares.
Company registration may be for periods of one, five, ten or twenty years in advance, with discounted fees.
Annual registration renewals are due on 30 November.
In the absence of a public offer, shareholders can resolve not to have the accounts audited and not to hold annual general meetings.
Annual returns do not have to be filed.
Particulars of directors and secretaries do not have to be filed.
Accounts do not have to be filed.
Provision can be made for alteration of the memorandum and articles of association by directors' resolution.
Meetings may be held by telephone, closed circuit television or other audio or audio-visual means.
Annual meetings are not required, but if held, need not be held in Samoa.
Directors' and shareholders' resolutions may be passed by circulating written resolutions (including facsimile copies) for signing.
An international company need not have directors resident in Samoa.
The use of a common seal is optional for execution of documents.
The Companies office is subject to strict confidentiality provisions.
Companies can be redomiciled into or out of Samoa.
Companies can be liquidated. There is also a straight forward striking-off procedure.
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