Setting up a business in Samoa typically involves choosing the right company structure, reserving a name, preparing governing documents, and submitting your application through the Samoa Companies Registry.
For foreign investors, an additional step is required: obtaining a Foreign Investment Certificate from the Ministry of Commerce, Industry & Labour.
Once approved, the company receives a Certificate of Incorporation and must comply with annual filing obligations to remain in good standing.
This article walks you through the different types of business structures available in Samoa, the step-by-step registration process, costs and timelines, compliance requirements, and special considerations for foreign investors.
It also covers the advantages of incorporating in Samoa and provides answers to frequently asked questions to help you get started with confidence.
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The information in this article is for general guidance only. It does not constitute financial, legal, or tax advice, and is not a recommendation or solicitation to invest. Some facts may have changed since the time of writing.
Why Do Business in Samoa
Samoa has developed a reputation as a business-friendly jurisdiction in the Pacific, offering several advantages for entrepreneurs and investors.
- Simple and efficient registration process
The incorporation procedure is straightforward, supported by the Samoa Companies Registry’s online system. In many cases, companies can be set up in just a few days, while International Companies (offshore entities) can sometimes be established within 24 hours. - Flexible corporate structures
Samoa allows a range of options, from sole proprietorships and partnerships to private companies, public companies, and International Companies. Businesses can choose the structure that best suits their goals, whether it’s running a small local venture or setting up an offshore holding company. - No strict minimum capital requirements
Unlike some jurisdictions, Samoa does not impose high minimum capital thresholds for company incorporation. This makes it more accessible for entrepreneurs and startups with limited initial funding. - Favorable offshore regime
International Companies benefit from reduced reporting requirements and, in some cases, tax exemptions. This makes Samoa an attractive option for those seeking offshore asset protection or an efficient structure for international operations. - Strategic location and supportive legal framework
As a Pacific nation with English as an official language, Samoa offers an accessible legal and regulatory environment for investors. Its corporate legislation, modeled on international standards, provides both clarity and flexibility.
These advantages, combined with low entry barriers and clear compliance rules, position Samoa as a compelling choice for both domestic business owners and international investors.
Doing Business in Samoa: Types of Companies
When starting a company in Samoa, the first step is to decide which type of business structure suits your needs. The law provides several options, ranging from simple setups for small businesses to more sophisticated structures for larger or international operations.
- Private Company Limited by Shares
This is the most common structure for small and medium enterprises. It requires at least one shareholder and one director, and liability is limited to the value of shares held. - Public Company
Designed for larger ventures, a public company can raise capital by offering shares to the public. It is subject to more stringent reporting and governance requirements than a private company. - International Company (IC)
Also known as an offshore company, an International Company is tailored for global investors who want to benefit from Samoa’s favorable offshore regime. ICs enjoy flexibility in share structures, reduced compliance, and potential tax advantages. - Sole Trader and Partnership
For local entrepreneurs starting small businesses, sole proprietorships and partnerships remain practical choices. They are simpler and less costly to set up but do not offer the same liability protection as incorporated entities.
Choosing the right structure depends on factors such as the size of your business, capital requirements, and whether you plan to operate domestically or internationally.
How to Register a Company in Samoa
Starting a company in Samoa involves a series of clearly defined steps. The process is straightforward, but foreign investors should pay special attention to the additional requirements under the Foreign Investment Act.
- Choose the company structure
Decide whether you want to establish a private limited company, public company, International Company, or a simpler structure such as a sole proprietorship or partnership. Each has different compliance and liability implications. - Reserve a company name
All companies must have a unique name that complies with Samoa’s naming rules. Names ending with “Limited” (Ltd) are required for companies limited by shares. A name search and reservation can be done through the Samoa Companies Registry’s online portal. - Prepare governing documents
You will need a company constitution (similar to articles of association) that sets out how the company will operate. This includes details of shareholding, directors, registered office, and other internal governance rules. - Submit the incorporation application
Applications are filed online via the Samoa Companies Registry. You will need to provide:- The reserved company name
- The constitution
- Details of directors and shareholders (at least one of each)
- Proof of a registered office in Samoa
- Payment of incorporation fees
- Apply for a Foreign Investment Certificate (if required)
Foreign investors must secure an FIC from the Ministry of Commerce, Industry & Labour. The application typically requires details of the business activity, proof of compliance with restricted sectors, and a fee. - Obtain the Certificate of Incorporation
Once the registry approves your application, you will receive a Certificate of Incorporation, which is the legal proof that your company exists in Samoa.
How much does it cost to set up a company in Samoa?
Company registration fees start at around SAT $640 for foreign-owned businesses. Additional costs apply for name reservation, annual returns, and, if required, the Foreign Investment Certificate.
The cost of setting up a company in Samoa varies depending on the company type and whether foreign investment is involved.
Registration fees
- Standard company registration (foreign investor): approximately SAT $640
- Name reservation: a smaller additional fee applies
- Annual return filing: fees apply each year to maintain good standing
- Other filings (e.g. amendments, share issues, or charges): additional costs
Foreign Investment Certificate fees
- Application fees apply for the FIC, with the exact amount depending on the sector and investment scale.
How long does it take to incorporate a company in Samoa?
Domestic companies are usually incorporated within 2–5 business days. International Companies can sometimes be registered within 24 hours, provided a registered agent is used.
- Name reservation: usually processed within one business day
- Domestic companies: generally incorporated within 2–5 business days if documents are complete
- International Companies: can often be registered in as little as 24 hours, provided a registered agent in Samoa is used
- Foreign Investment Certificate: may take longer, depending on the review process by MCIL
Overall, entrepreneurs can expect to have a local company up and running within a week, while offshore companies can be established much faster.
What are the requirements for opening a business in Samoa?
Registering your company is only the first step. To remain in good standing, businesses in Samoa must meet several ongoing requirements.
- Registered office
Every company must maintain a registered office in Samoa. This address is where official notices and legal documents are sent. For foreign-owned companies, a local registered agent can provide this service. - Annual returns
All companies must file an annual return with the Samoa Companies Registry. This filing confirms that the company is still active and includes updates on directors, shareholders, and share capital. Failure to file can result in penalties or even deregistration. - Record keeping
Companies must maintain statutory registers of directors, shareholders, and charges over company assets. These records must be updated and available for inspection when required. - Tax compliance
Domestic companies are subject to corporate tax in Samoa. International Companies may benefit from tax exemptions, but this depends on their activities and structure. It is important to consult with a local tax adviser to ensure compliance. - Industry-specific licenses
Certain businesses such as banking, insurance, or tourism require additional sector licenses. Companies must secure these permits before commencing operations.
Opening a business in Samoa for Foreign Investors
Foreign investors face additional steps when starting a business in Samoa, mainly to ensure compliance with the Foreign Investment Act.
Before operating, foreign-owned businesses must apply for an FIC from the Ministry of Commerce, Industry & Labour. The application requires:
- A detailed business plan or description of activities
- Proof of compliance with reserved industry rules
- Payment of the prescribed fee
Some industries are also entirely reserved for Samoan citizens, while others require specific approvals. Commonly restricted sectors include small-scale retail, transport, and agriculture. Investors should review the latest reserved list before applying.
Foreign companies must have a registered office in Samoa, and in some cases, appoint a local agent. This ensures accountability and compliance with local laws.
Also,while Samoa has a liberal investment climate, foreign investors should confirm banking arrangements in advance to ensure smooth capital transfers and operational funding.
Because rules differ between local and International Companies, and because foreign investment approvals can be complex, it is strongly advised that investors consult local professionals or a trusted expat financial advisor before committing capital.
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